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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
________________________

FORM 8-K
______________
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 8, 2023

FORWARD AIR CORPORATION
(Exact name of registrant as specified in its charter)
TN 62-1120025
(State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.)
1915 Snapps Ferry Road Building N Greeneville TN 37745
(Address of principal executive offices) (Zip Code)
000-22490
(Commission File Number)
Registrant's telephone number, including area code: (423) 636-7000
Not Applicable
(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:
 
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.01 par value FWRD NASDAQ
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 ☐
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 Attached as Exhibit 99.1 and incorporated herein by reference is a copy of a press release, dated February 8, 2023, announcing the financial results of Forward Air Corporation (the “Company”) for the three and twelve months ended December 31, 2022.




SECTION 2.  FINANCIAL INFORMATION.
 
Item 2.02.  Results of Operations and Financial Condition.
 

The information in this Item 2.02, including Exhibit 99.1 attached hereto, 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.

SECTION 8. OTHER EVENTS.

Item 8.01. Other Events.

The Company’s Board of Directors has declared a quarterly cash dividend of $0.24 per share of common stock. The dividend is payable to the Company’s shareholders of record at the close of business on March 2, 2023, and is expected to be paid on March 17, 2023.

SECTION 9.  FINANCIAL STATEMENTS AND EXHIBITS.
 
Item 9.01.  Financial Statements and Exhibits.
 
(d) Exhibits. The following exhibits are being furnished as part of this Report.
 
No.   Exhibit
104 Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document)






  SIGNATURE
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: February 8, 2023
  By:  /s/ Thomas Schmitt
      Thomas Schmitt
President and Chief Executive Officer

 
 


 

 






EX-99.1 2 exhibit991pressreleaseye20.htm EX-99.1 Document

forwardlogoa05.jpg
NEWS RELEASE

FORWARD AIR CORPORATION REPORTS FOURTH QUARTER 2022 RESULTS

Record fourth quarter and full year revenue, operating income and net income per diluted share

Full year revenue growth of 18.7%, operating margin expansion of 390 basis points and net income per diluted share growth of 69.2%

GREENEVILLE, Tenn.- (BUSINESS WIRE) - February 8, 2023 - Forward Air Corporation (NASDAQ:FWRD) (the “Company”, “we”, “our”, or “us”) today reported financial results for the three and twelve months ended December 31, 2022 as presented in the tables below on a continuing operations basis.

Tom Schmitt, Chairman, President and CEO, commenting on fourth quarter and full year 2022 results from continuing operations said, “We had a record fourth quarter and a record year by a mile. For that, I extend my thanks to our amazing employees, independent contractors and business partners. However, we missed our own guidance for the fourth quarter of 2022 with revenue growth of 5% coming in below our guidance range of 7% to 11%, and reported net income per diluted share of $1.60 and adjusted net income per diluted share of $1.65 coming in below our guidance range of $1.98 to $2.02. We anticipated our continuing drive towards high value freight to yield a sequentially better fourth quarter than third quarter. We believe, however, the temporarily inflated inventory levels caused shipment sizes to fall faster and steeper than both we and our customers expected. As we mentioned in our mid-quarter update, we saw an unexpected decrease in the size of shipments from our customers with weight per shipment down more than 12%. As shipments become more full we believe so will our volumes. These headwinds led to a challenging fourth quarter and likely will impact the first half of 2023 until inventory levels normalize.

Despite contending with these challenges that we believe are short-term in nature, we are growing new customers in our targeted areas. We grew our LTL direct shipper customer count by more than 200% from fourth quarter of 2021 to fourth quarter of 2022 to over 200 direct shipper customers. Additionally, our core customers are continuing to choose us, with the number of LTL shipments in the fourth quarter of 2022 remaining stable given a slight 0.4% decline in shipments as compared to the same period in the prior year. We believe our service, that was recently validated by a third party industry expert as being 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.

Changes in our freight mix continue to showcase our precision execution focus on high value freight. From 2021 to 2022, industrial and electronics shipments are up over 50%, medical is up almost 25% and live events business up by 120%. Our top four high value verticals went from 18% of our freight mix in 2021 to 29% in 2022, resulting in fourth quarter of 2022 weight per piece up by 12.1% over the same period in the prior year. In addition to the positive changes in our freight mix, our fourth quarter 2022 revenue per hundredweight is up by 13.1% including fuel surcharge revenue and 3.8% excluding fuel surcharge revenue over the same period in the prior year.”

Mr. Schmitt continued, “In addition to Forward Force, our initiative to grow high-value freight, we implemented a cost reduction initiative - which we call Forward Game Shape. We instituted a hiring freeze (excluding impacts from the Land Air Express acquisition, our employee headcount has decreased by more than 100 employees over the past two months), limited travel to essential only, and reduced our LTL outside miles to below 5%.”




In closing, Mr. Schmitt said, “We remain laser focused on growing our high value freight with customers, both inorganically, most recently with the Land Air Express acquisition, and organically, by opening new terminals. On Monday, we opened our third Chicago LTL terminal.

All up, despite a challenging first half we continue to target 2023 net income per diluted share to beat 2022.”

Regarding the Company’s first quarter 2023 continuing operations guidance, Rebecca J. Garbrick, CFO, said, “We expect our year-over-year revenue will remain flat, with a range of up 2% to down 4%, and net income per diluted share will be between $1.30 to $1.34, compared to reported net income per diluted share of $1.57 in the first quarter of 2022.”


Continuing Operations Three Months Ended
(in thousands, except per share data) December 31, 2022 December 31, 2021 Change Percent Change
Operating revenue $ 481,200  $ 459,929  $ 21,271  4.6  %
Income from operations $ 61,415  $ 51,977  $ 9,438  18.2  %
Operating margin 12.8  % 11.3  % 150 bps
Net income $ 42,942  $ 38,197  $ 4,745  12.4  %
Net income per diluted share $ 1.60  $ 1.40  $ 0.20  14.3  %
Cash provided by operating activities $ 62,276  $ 42,144  $ 20,132  47.8  %
Non-GAAP Financial Measures: 1
Adjusted income from operations $ 63,449  $ 51,866  $ 11,583  22.3  %
Adjusted net income $ 44,402  $ 38,114  $ 6,288  16.5  %
Adjusted net income per diluted share $ 1.65  $ 1.40  $ 0.25  17.9  %
EBITDA $ 73,807  $ 63,462  $ 10,345  16.3  %
Free cash flow $ 47,897  $ 26,354  $ 21,543  81.7  %
1 Reconciliation of these non-GAAP financial measures are provided below the financial tables.
Continuing Operations Twelve Months Ended
(in thousands, except per share data) December 31, 2022 December 31, 2021 Change Percent Change
Operating revenue $ 1,973,403  $ 1,662,427  $ 310,976  18.7  %
Income from operations $ 265,976  $ 159,301  $ 106,675  67.0  %
Operating margin 13.5  % 9.6  % 390 bps
Net income $ 193,191  $ 116,091  $ 77,100  66.4  %
Net income per diluted share $ 7.14  $ 4.22  $ 2.92  69.2  %
Cash provided by operating activities $ 259,090  $ 124,896  $ 134,194  107.4  %
Non-GAAP Financial Measures: 1
Adjusted income from operations $ 267,716  $ 166,729  $ 100,987  60.6  %
Adjusted net income $ 194,481  $ 121,654  $ 72,827  59.9  %
Adjusted net income per diluted share $ 7.18  $ 4.43  $ 2.75  62.1  %
EBITDA $ 313,362  $ 198,853  $ 114,509  57.6  %
Free cash flow $ 220,733  $ 88,430  $ 132,303  149.6  %
1 Reconciliation of these non-GAAP financial measures are provided below the financial tables.
On February 7, 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 March 2, 2023 and is expected to be paid on March 17, 2023.
2



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.

The Board approved a strategy to divest the Pool Distribution business (“Pool”) on April 23, 2020, and the sale of Pool was completed on February 12, 2021. Accordingly, the results of operations and cash flows for Pool have been presented as a discontinued operation and have been excluded from continuing operations in this release for all periods presented.

Review of Financial Results
Forward Air will hold a conference call to discuss fourth quarter 2022 results on Thursday, February 9, 2023 at 9:00 a.m. ET. 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 (877) 226-8189, Access Code: 8042513.

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 Investors 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.


3


Forward Air Corporation
Condensed Consolidated Statements of Comprehensive Income
(Unaudited, in thousands, except per share data)
  Three Months Ended Twelve Months Ended
  December 31,
2022
December 31,
2021
December 31,
2022
December 31,
2021
Operating revenue:  
Expedited Freight $ 372,807  $ 376,792  $ 1,553,890  $ 1,374,270 
Intermodal 108,446  83,394  419,718  289,214 
Eliminations and other operations (53) (257) (205) (1,057)
Operating revenue 481,200  459,929  1,973,403  1,662,427 
Operating expenses:  
Purchased transportation 212,901  227,776  906,549  833,075 
Salaries, wages and employee benefits 84,776  83,866  347,970  327,814 
Operating leases 25,997  19,560  97,094  79,633 
Depreciation and amortization 12,392  11,485  47,386  39,552 
Insurance and claims 12,502  11,570  49,759  42,186 
Fuel expense 6,632  4,809  27,583  17,027 
Other operating expenses 64,585  48,886  231,086  163,839 
Total operating expenses 419,785  407,952  1,707,427  1,503,126 
Income (loss) from continuing operations
Expedited Freight 43,877  45,467  210,968  139,321 
Intermodal 13,869  8,510  56,874  30,117 
Other operations 3,669  (2,000) (1,866) (10,137)
Income from continuing operations 61,415  51,977  265,976  159,301 
Other expense:        
Interest expense (1,617) (877) (5,138) (4,338)
Other, net —  —  —  — 
Total other expense (1,617) (877) (5,138) (4,338)
Income before income taxes 59,798  51,100  260,838  154,963 
Income tax expense 16,856  12,903  67,647  38,872 
Net income from continuing operations 42,942  38,197  193,191  116,091 
Income (Loss) from discontinued operation, net of tax
—  2,268  —  (10,232)
Net income and comprehensive income $ 42,942  $ 40,465  $ 193,191  $ 105,859 
Net income per share:        
Basic net income (loss) per share:
   Continuing operations $ 1.61  $ 1.41  $ 7.17  $ 4.25 
   Discontinued operation —  0.08  —  (0.37)
Net income per basic share1
$ 1.61  $ 1.49  $ 7.17  $ 3.87 
Diluted net income (loss) per share:
   Continuing operations $ 1.60  $ 1.40  $ 7.14  $ 4.22 
   Discontinued operation —  0.08  —  (0.37)
Net income per diluted share $ 1.60  $ 1.48  $ 7.14  $ 3.85 
Dividends per share: $ 0.24  $ 0.21  $ 0.96  $ 0.84 
1 Rounding may impact summation of amounts.

4



Expedited Freight Segment Information
(In thousands)
(Unaudited)
Three Months Ended
December 31, 2022 Percent of Revenue December 31, 2021 Percent of Revenue Change Percent Change
Operating revenue:
Network 1
$ 221,763  59.5  % $ 226,218  60.0  % $ (4,455) (2.0) %
Truckload 50,320  13.5  60,026  15.9  (9,706) (16.2)
Final Mile 78,161  21.0  71,706  19.0  6,455  9.0 
Other 22,563  6.1  18,842  5.0  3,721  19.7 
Total operating revenue 372,807  100.0  376,792  100.0  (3,985) (1.1)
Operating expenses:    
Purchased transportation 187,739  50.4  204,810  54.4  (17,071) (8.3)
Salaries, wages and employee benefits 69,828  18.7  66,260  17.6  3,568  5.4 
Operating leases 17,660  4.7  13,536  3.6  4,124  30.5 
Depreciation and amortization 8,454  2.3  8,481  2.3  (27) (0.3)
Insurance and claims 9,947  2.7  8,173  2.2  1,774  21.7 
Fuel expense 2,837  0.8  2,387  0.6  450  18.9 
Other operating expenses 32,465  8.7  27,678  7.3  4,787  17.3 
Total operating expenses 328,930  88.2  331,325  87.9  (2,395) (0.7)
Income from operations $ 43,877  11.8  % $ 45,467  12.1  % $ (1,590) (3.5) %
1 Network revenue is comprised of all revenue, including linehaul, pickup and/or delivery, and fuel surcharge revenue, excluding accessorial, Truckload and Final Mile revenue.

5


Expedited Freight Operating Statistics
Three Months Ended
December 31, 2022 December 31, 2021 Percent Change
Business days 63  63  —  %
Tonnage 1,2
    Total pounds 648,012  744,725  (13.0)
    Pounds per day 10,286  11,821  (13.0)
Shipments 1,2
    Total shipments 885  889  (0.4)
    Shipments per day 14.0  14.1  (0.7)
Weight per shipment 732  838  (12.6)
Revenue per hundredweight 3
$ 34.68  $ 30.66  13.1 
Revenue per hundredweight, ex fuel 3
$ 26.07  $ 25.11  3.8 
Revenue per shipment 3
$ 253.83  $ 256.85  (1.2)
Revenue per shipment, ex fuel 3
$ 190.84  $ 210.40  (9.3)
1 In thousands.
2 Excludes accessorial, Truckload and Final Mile products.
3 Includes intercompany revenue between the Network and Truckload revenue streams.


6


Intermodal Segment Information
(In thousands)
(Unaudited)
Three Months Ended
December 31, 2022 Percent of Revenue December 31, 2021 Percent of Revenue Change Percent Change
Operating revenue $ 108,446  100.0  % $ 83,394  100.0  % $ 25,052  30.0  %
Operating expenses:  
Purchased transportation 25,215  23.3  23,221  27.8  1,994  8.6 
Salaries, wages and employee benefits 18,695  17.2  17,711  21.2  984  5.6 
Operating leases 8,337  7.7  6,024  7.2  2,313  38.4 
Depreciation and amortization 3,938  3.6  2,983  3.6  955  32.0 
Insurance and claims 2,448  2.3  2,385  2.9  63  2.6 
Fuel expense 3,795  3.5  2,422  2.9  1,373  56.7 
Other operating expenses 32,149  29.6  20,138  24.1  12,011  59.6 
Total operating expenses 94,577  87.2  74,884  89.8  19,693  26.3 
Income from operations $ 13,869  12.8  % $ 8,510  10.2  % $ 5,359  63.0  %

Intermodal Operating Statistics
Three Months Ended
December 31, 2022 December 31, 2021 Percent Change
Drayage shipments 74,532  91,113  (18.2) %
Drayage revenue per shipment $ 1,288  $ 777  65.8  %


7


Forward Air Corporation
Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)
  December 31,
2022
December 31,
2021
Assets    
Current assets:    
Cash and cash equivalents $ 45,822  $ 37,316 
Accounts receivable, net 221,028  208,085 
Other receivables, net —  8,097 
Other current assets 37,465  29,309 
Total current assets 304,315  282,807 
Property and equipment, net 249,080  219,095 
Operating lease right-of-use assets 141,865  148,198 
Goodwill 306,184  266,752 
Other acquired intangibles, net 154,801  154,717 
Other assets 51,831  46,254 
Total assets $ 1,208,076  $ 1,117,823 
Liabilities and Shareholders’ Equity    
Current liabilities:    
Accounts payable $ 54,601  $ 44,837 
Accrued expenses 54,291  61,621 
Other current liabilities 3,956  4,614 
Current portion of debt and finance lease obligations 9,444  6,088 
Current portion of operating lease liabilities 47,106  47,532 
Total current liabilities 169,398  164,692 
Finance lease obligations, less current portion 15,844  9,571 
Long-term debt, less current portion and debt issuance costs 106,588  155,466 
Operating lease liabilities, less current portion 98,865  101,409 
Other long-term liabilities 59,044  49,624 
Deferred income taxes 51,093  43,407 
Shareholders’ equity:    
Preferred stock —  — 
Common stock 265  270 
Additional paid-in capital 270,855  258,474 
Retained earnings 436,124  334,910 
Total shareholders’ equity 707,244  593,654 
Total liabilities and shareholders’ equity $ 1,208,076  $ 1,117,823 

8


Forward Air Corporation
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
Three Months Ended
December 31,
2022
December 31,
2021
Operating activities:
Net income from continuing operations $ 42,942  $ 38,197 
Adjustments to reconcile net income of continuing operations to net cash provided by operating activities of continuing operations:
Depreciation and amortization 12,392  11,485 
Change in fair value of earn-out liability —  (111)
Share-based compensation expense 2,633  2,734 
Provision for revenue adjustments 4,045  2,439 
Deferred income tax expense 5,724  2,805 
Other (619) 670 
Changes in operating assets and liabilities, net of effects from the purchase of acquired companies:
Accounts receivable 24,044  (3,598)
Other receivables —  6,121 
Other current and noncurrent assets (19,686) (16,200)
Accounts payable, accrued expenses and other long-term liabilities (9,199) (2,398)
Net cash provided by operating activities of continuing operations 62,276  42,144 
Investing activities:
Proceeds from sale of property and equipment 949  304 
Purchases of property and equipment (15,328) (16,094)
Purchase of businesses, net of cash acquired (25,672) (36,813)
Net cash used in investing activities of continuing operations (40,051) (52,603)
Financing activities:
Proceeds from credit facility —  150,000 
Payments on credit facility (375) (150,000)
Repayments of finance lease obligations (1,845) (978)
Payment of debt issuance costs —  (363)
Proceeds from issuance of common stock upon stock option exercises —  143 
Payments of dividends to shareholders (6,404) (5,706)
Repurchases and retirement of common stock (14,997) — 
Proceeds from common stock issued under employee stock purchase plan 409  523 
Payment of minimum tax withholdings on share-based awards (37) (41)
Contributions from subsidiary held for sale —  2,267 
Net cash used in financing activities of continuing operations (23,249) (4,155)
Net decrease in cash of continuing operations (1,024) (14,614)
Cash from discontinued operation:
Net cash provided by operating activities of discontinued operation —  2,267 
Net cash provided by investing activities of discontinued operation —  — 
Net cash used in by financing activities of discontinued operation —  (2,267)
Net decrease in cash and cash equivalents (1,024) (14,614)
Cash and cash equivalents at beginning of period of continuing operations 46,846  51,930 
Cash at beginning of period of discontinued operation —  — 
Net decrease in cash and cash equivalents (1,024) (14,614)
Less: cash at end of period of discontinued operation —  — 
Cash and cash equivalents at end of period of continuing operations $ 45,822  $ 37,316 

9


Forward Air Corporation
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
  Year Ended
  December 31,
2022
December 31,
2021
Operating activities:    
Net income from continuing operations $ 193,191  $ 116,091 
Adjustments to reconcile net income of continuing operations to net cash provided by operating activities of continuing operations:    
Depreciation and amortization 47,386  39,552 
Change in fair value of earn-out liability (294) (496)
Share-based compensation expense 11,376  10,913 
Provision for revenue adjustments 11,347  7,943 
Deferred income tax expense 7,686  1,421 
Other (202) 1,076 
Changes in operating assets and liabilities, net of effects from the purchase of acquired companies:    
Accounts receivable (19,128) (52,684)
Other receivables 8,097  (8,097)
Other current and noncurrent assets (12,943) (8,002)
Accounts payable, accrued expenses and other long-term liabilities 12,574  17,179 
Net cash provided by operating activities of continuing operations 259,090  124,896 
Investing activities:    
Proceeds from sale of property and equipment 2,372  2,643 
Purchases of property and equipment (40,729) (39,109)
Purchase of businesses, net of cash acquired (66,105) (59,866)
Net cash used in investing activities of continuing operations (104,462) (96,332)
Financing activities:    
Proceeds from credit facility —  195,000 
Payments on credit facility (49,000) (150,000)
Repayments of finance lease obligations (6,054) (2,423)
Payment of debt issuance costs —  (482)
Proceeds from issuance of common stock upon stock option exercises 206  3,706 
Payment of earn-out liability (91) (6,519)
Payments of dividends to shareholders (25,865) (22,976)
Repurchases and retirement of common stock (62,771) (48,989)
Proceeds from common stock issued under employee stock purchase plan 783  911 
Payment of minimum tax withholdings on share-based awards (3,330) (3,115)
Contributions from subsidiary held for sale —  3,385 
Net cash used in financing activities of continuing operations (146,122) (31,502)
Net increase (decrease) in cash and cash equivalents of continuing operations 8,506  (2,938)
Cash from discontinued operation:
Net cash used in operating activities of discontinued operation —  (4,635)
Net cash provided by investing activities of discontinued operation —  8,020 
Net cash used in financing activities of discontinued operation —  (3,385)
Net increase (decrease) in cash and cash equivalents 8,506  (2,938)
Cash and cash equivalents at beginning of period of continuing operations 37,316  40,254 
Cash at beginning of period of discontinued operation —  — 
Net increase (decrease) in cash and cash equivalents 8,506  (2,938)
Less: cash at end of period of discontinued operation —  — 
Cash and cash equivalents at end of period of continuing operations $ 45,822  $ 37,316 

10


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 twelve months ended December 31, 2022 and 2021, this press release contains the following non-GAAP financial measures: earnings before interest, taxes, depreciation and amortization (“EBITDA”), free cash flow, adjusted income from continuing operations, adjusted net income, and adjusted net income per diluted share. All non-GAAP financial measures are presented on a continuing operations basis.

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.

The following is a reconciliation of net income to EBITDA for the three and twelve months ended December 31, 2022 and 2021 (in thousands):
Three Months Ended Twelve Months Ended
Continuing Operations December 31, 2022 December 31, 2021 December 31, 2022 December 31, 2021
Net income $ 42,942  $ 38,197  $ 193,191  $ 116,091 
Interest expense 1,617  877  5,138  4,338 
Income tax expense 16,856  12,903  67,647  38,872 
Depreciation and amortization 12,392  11,485  47,386  39,552 
EBITDA $ 73,807  $ 63,462  $ 313,362  $ 198,853 

The following is a reconciliation of net cash provided by operating activities to free cash flow for the three and twelve months ended December 31, 2022 and 2021 (in thousands):
Three Months Ended Twelve Months Ended
Continuing Operations December 31, 2022 December 31, 2021 December 31, 2022 December 31, 2021
Net cash provided by operating activities $ 62,276  $ 42,144  $ 259,090  $ 124,896 
Proceeds from sale of property and equipment 949  304  2,372  2,643 
Purchases of property and equipment (15,328) (16,094) (40,729) (39,109)
Free cash flow $ 47,897  $ 26,354  $ 220,733  $ 88,430 


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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 twelve months ended December 31, 2022 and 2021 (in thousands, except net income per diluted share):

Three Months Ended December 31, 2022 Three Months Ended December 31, 2021
Continuing Operations Income From Operations
Net Income1
Net Income Per Diluted Share1
Income From Operations
Net Income2
Net Income Per Diluted Share2
As Reported $ 61,415  $ 42,942  $ 1.60  $ 51,977  $ 38,197  $ 1.40 
Vehicle liability reserve 1,500  1,077  0.04  —  —  — 
Due diligence and integration costs 534  383  0.01  —  —  — 
Change in the fair value of the earn-out liability —  —  —  (111) (83) — 
As Adjusted $ 63,449  $ 44,402  $ 1.65  $ 51,866  $ 38,114  $ 1.40 
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 $574.
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 ($28).
Twelve Months Ended December 31, 2022 Twelve Months Ended December 31, 2021
Continuing Operations Income From Operations
Net Income1
Net Income Per Diluted Share1
Income From Operations
Net Income2
Net Income Per Diluted Share2
As Reported $ 265,976  $ 193,191  $ 7.14  $ 159,301  $ 116,091  $ 4.22 
Vehicle liability reserve 1,500  1,112  0.04  —  —  — 
Due diligence and integration costs 534  396  0.01  —  —  — 
Professional fees for an operational improvement project —  —  —  969  726  0.03 
Professional fees for cybersecurity and shareholder engagement activities —  —  —  6,955  5,209  0.19 
Change in the fair value of the earn-out liability (294) (218) (0.01) (496) (372) (0.01)
As Adjusted $ 267,716  $ 194,481  $ 7.18  $ 166,729  $ 121,654  $ 4.43 
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 $451.
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 effects of the above items is $1,864



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The following information is provided to supplement this press release.

Actual - Continuing Operations Three Months Ended December 31, 2022
Net income from continuing operations $ 42,942 
Income allocated to participating securities (264)
Numerator for diluted net income per share - net income $ 42,678 
Weighted-average common shares and common share equivalent outstanding - diluted 26,701 
Diluted net income per share $ 1.60 
Projected Full Year 2023
Projected tax rate - continuing operations 25.7  %
Projected purchases of property and equipment, net of proceeds from sale of property and equipment $ 37,000 
Projected December 31, 2023
Projected weighted-average common shares and common share equivalent outstanding - diluted 25,800 
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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 the expected organic growth and future performance of the Company, expectations regarding the size of shipments of our customers and its impact on the Company's volumes, expectations regarding Forward Game Shape, the Company's ability to successfully grow high value freight, expectations regarding the Company's net income per diluted share for full year 2023, first quarter 2023 guidance, including with respect to revenue and net income per diluted share, expectations regarding full year 2023 targets, full year 2023 projected tax rate, fully diluted share count (before consideration of future share repurchase), projected capital expenditures, the future declaration of dividends and, the quarterly and full year 2023 anticipated dividends per share.

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 COVID-19 pandemic, our ability to manage our growth and ability to grow, in part, through acquisitions, 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, 2021.

Any forward-looking statement made by us in this press release is based only on information currently available to us and speaks only 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.


SOURCE: Forward Air Corporation

Forward Air Corporation
Brandon Hammer, 423-636-7173
bhammer@forwardair.com
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