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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): May 1, 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 May 1, 2023, announcing the financial results of Forward Air Corporation (the “Company”) for the three months ended March 31, 2023.




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 May 25, 2023, and is expected to be paid on June 13, 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
99.1
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: May 1, 2023
  By:  /s/ Thomas Schmitt
      Thomas Schmitt
President and Chief Executive Officer

 
 


 

 






EX-99.1 2 exhibit991q12023pressrelea.htm EX-99.1 Document

forwardlogoa05.jpg
NEWS RELEASE

FORWARD AIR CORPORATION REPORTS FIRST QUARTER 2023 RESULTS
Net income per diluted share of $1.37 exceeds guidance range
Record level quality of freight positions Forward well

GREENEVILLE, Tenn.- (BUSINESS WIRE) - May 1, 2023 - Forward Air Corporation (NASDAQ:FWRD) (the “Company”, “we”, “our”, or “us”) today reported financial results for the three months ended March 31, 2023 as presented in the tables below.

Tom Schmitt, Chairman, President and CEO, commenting on first quarter results said, “Our reported net income per diluted share of $1.37 exceeded the high end of our $1.30 to $1.34 guidance range. Having said that, we would not have made guidance if not for a one-time benefit of approximately $0.24 from the substantial reversal of an accrual for an incentive plan established for employees in 2021. The reversal was driven by the headwinds we continue to experience from the weaker-than-expected freight environment. The softer than anticipated demand throughout the first quarter resulted in a 9% decline in revenue, below the low end of our guidance range of minus 4% to plus 2%.”

Mr. Schmitt continued, “Looking ahead, we believe our revenue growth strategies position the company to perform extremely well as the freight recession abates. Our revenue quality continues to improve notwithstanding a decline in revenue. Compared to our performance in a robust freight environment in March 2022, our revenue per ton mile excluding fuel increased 2.5% for airport-to-airport and 4% for door-to-door. Similarly, our freight quality remains at top levels. Our weight per shipment in March of 786 pounds is comparable to March of last year and roughly 140 pounds higher than it was in March 2021. Our linehaul network continues to operate efficiently with our outside miles at 5% - in record low territory. Still, we are not there yet. On a year over year basis, we saw pounds per day down 12% in the first quarter and that softness persisted in the first few weeks of April. However, we may be seeing the beginnings of an improving freight environment, as our tonnage per day edged up to minus 5% in the most recent weeks. Even with some early signs of a recovery, we believe the current freight environment will be more challenging than anticipated leading to a revised target net income per diluted share for 2023 that we now expect will be less than 2022. In light of this, at this point, we are targeting net income per diluted share of $6.20 to $6.60 for the full year 2023, which assumes that the freight environment will significantly improve in the second half of the year. These updated targets align with the updated revenue growth and cost savings bridge that we reviewed on our previous earnings call.”

In closing, Mr. Schmitt said, “In the first quarter, our teammates and independent contractors went above and beyond to keep our commitments to our customers. We are proud to be the best in the LTL industry in damage-free, intact, on-time shipments - making us the most compelling choice for customers with shipments of consequence.”

Regarding the Company’s second quarter 2023 guidance, Rebecca J. Garbrick, CFO, said, “We expect our year-over-year revenue to decline 7% to 17% and net income per diluted share in the range of $1.28 to $1.32, compared to reported net income per diluted share of $2.04 in the second quarter of 2022.”




Three Months Ended
(in thousands, except per share data) March 31, 2023 March 31, 2022 Change Percent Change
Operating revenue $ 427,066  $ 466,961  $ (39,895) (8.5) %
Income from operations $ 50,509  $ 57,351  $ (6,842) (11.9) %
Operating margin 11.8  % 12.3  % (50) bps
Net income $ 36,368  $ 42,686  $ (6,318) (14.8) %
Net income per diluted share $ 1.37  $ 1.57  $ (0.20) (12.7) %
Cash provided by operating activities $ 65,993  62,486  $ 3,507  5.6  %
Non-GAAP Financial Measures: 1
EBITDA $ 64,144  $ 68,481  $ (4,337) (6.3) %
Free cash flow $ 61,019  $ 53,089  $ 7,930  14.9  %
1 Reconciliation of these non-GAAP financial measures are provided below the financial tables.

On April 28, 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 May 25, 2023 and is expected to be paid on June 13, 2023. 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.

Review of Financial Results
Forward Air will hold a conference call to discuss first quarter 2023 results on Tuesday, May 2, 2023 at 9:00 a.m. EDT. 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) 336-4435, Access Code: 2402511.

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 Investor 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.
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Forward Air Corporation
Condensed Consolidated Statements of Comprehensive Income
(Unaudited, in thousands, except per share data)
  Three Months Ended
March 31,
2023
March 31,
2022
Operating revenue:
Expedited Freight $ 338,934  $ 376,591 
Intermodal 88,169  90,440 
Eliminations and other operations (37) (70)
Operating revenues 427,066  466,961 
Operating expenses:    
Purchased transportation 185,217  224,832 
Salaries, wages and employee benefits 79,520  86,081 
Operating leases 27,248  22,673 
Depreciation and amortization 13,635  11,130 
Insurance and claims 13,782  11,968 
Fuel expense 5,784  5,865 
Other operating expenses 51,371  47,061 
Total operating expenses 376,557  409,610 
Income (loss) from operations:
Expedited Freight 32,998  47,680 
Intermodal 11,203  11,146 
Other Operations 6,308  (1,475)
Income from operations 50,509  57,351 
Other expense:    
Interest expense (2,355) (784)
Total other expense (2,355) (784)
Income before income taxes 48,154  56,567 
Income tax expense 11,786  13,881 
Net income and comprehensive income $ 36,368  $ 42,686 
Net income per share:  
Basic $ 1.37  $ 1.57 
Diluted $ 1.37  $ 1.57 
Dividends per share: $ 0.24  $ 0.24 

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Expedited Freight Segment Information
(In thousands)
(Unaudited)
Three Months Ended
  March 31,
2023
Percent of Revenue March 31,
2022
Percent of Revenue Change Percent Change
Operating revenue:
Network 1
$ 205,931  60.8  % $ 233,700  62.1  % $ (27,769) (11.9) %
Truckload 41,744  12.3  55,908  14.8  $ (14,164) (25.3)
Final Mile 69,357  20.5  65,758  17.5  $ 3,599  5.5 
Other 21,902  6.5  21,225  5.6  $ 677  3.2 
Total operating revenue 338,934  100.0  376,591  100.0  $ (37,657) (10.0)
Operating expenses:
Purchased transportation 165,240  48.8  200,034  53.1  $ (34,794) (17.4)
Salaries, wages and employee benefits 68,791  20.3  68,220  18.1  $ 571  0.8 
Operating leases 18,913  5.6  15,731  4.2  $ 3,182  20.2 
Depreciation and amortization 8,889  2.6  7,481  2.0  $ 1,408  18.8 
Insurance and claims 9,743  2.9  8,751  2.3  $ 992  11.3 
Fuel expense 2,611  0.8  2,650  0.7  $ (39) (1.5)
Other operating expenses 31,749  9.4  26,044  6.9  $ 5,705  21.9 
Total operating expenses 305,936  90.3  328,911  87.3  $ (22,975) (7.0)
Income from operations $ 32,998  9.7  % $ 47,680  12.7  % $ (14,682) (30.8) %
1Network revenue is comprised of all revenue, including linehaul, pickup and/or delivery, and fuel surcharge revenue, excluding accessorial, Truckload and Final Mile revenue.

4


Expedited Freight Operating Statistics
Three Months Ended
March 31,
2023
March 31,
2022
Percent Change
Business days 64  64  —  %
Tonnage 1,2
    Total pounds 629,080  717,611  (12.3)
    Pounds per day 9,829  11,213  (12.3)
Shipments 1,2
    Total shipments 817  892  (8.4)
    Shipments per day 12.8  13.9  (7.9)
Weight per shipment 770  804  (4.2)
Revenue per hundredweight 3
$ 33.36  $ 32.84  1.6 
Revenue per hundredweight, ex fuel 3
$ 25.75  $ 25.92  (0.7)
Revenue per shipment 3
$ 256.89  $ 264.17  (2.8)
Revenue per shipment, ex fuel 3
$ 198.30  $ 208.55  (4.9)
1 In thousands
2 Excludes accessorial, Truckload and Final Mile products
3 Includes intercompany revenue between the Network and Truckload revenue streams

5


Intermodal Segment Information
(In thousands)
(Unaudited)
Three Months Ended
  March 31,
2023
Percent of Revenue March 31,
2022
Percent of Revenue Change Percent Change
Operating revenue $ 88,169  100.0  % 90,440  100.0  % (2,271) (2.5) %
Operating expenses:
Purchased transportation 20,014  22.7  24,868  27.5  (4,854) (19.5)
Salaries, wages and employee benefits 18,914  21.5  17,935  19.8  979  5.5 
Operating leases 8,335  9.5  6,941  7.7  1,394  20.1 
Depreciation and amortization 4,746  5.4  3,610  4.0  1,136  31.5 
Insurance and claims 2,349  2.7  2,060  2.3  289  14.0 
Fuel expense 3,173  3.6  3,215  3.6  (42) (1.3)
Other operating expenses 19,435  22.0  20,665  22.8  (1,230) (6.0)
Total operating expenses 76,966  87.3  79,294  87.7  (2,328) (2.9)
Income from operations 11,203  12.7  % 11,146  12.3  % 57  0.5  %

Intermodal Operating Statistics
Three Months Ended
March 31,
2023
March 31,
2022
Percent Change
Drayage shipments 72,465  88,312  (17.9) %
Drayage revenue per shipment 1,100  890  23.6  %

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Forward Air Corporation
Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)
  March 31,
2023
December 31,
2022
Assets
Current assets:  
Cash and cash equivalents $ 32,028  $ 45,822 
Accounts receivable, net 201,385  221,028 
Other receivables, net —  — 
Other current assets 24,381  37,465 
Total current assets 257,794  304,315 
Property and equipment, net 252,932  249,080 
Operating lease right-of-use assets 150,282  141,865 
Goodwill 356,627  306,184 
Other acquired intangibles, net 155,726  154,801 
Other assets 53,205  51,831 
Total assets $ 1,226,566  $ 1,208,076 
Liabilities and Shareholders’ Equity  
Current liabilities:  
Accounts payable $ 42,994  $ 54,601 
Accrued expenses 52,807  54,291 
Other current liabilities 6,207  3,956 
Current portion of debt and finance lease obligations 11,619  9,444 
Current portion of operating lease liabilities 52,143  47,106 
Total current liabilities 165,770  169,398 
Finance lease obligations, less current portion 18,328  15,844 
Long-term debt, less current portion and debt issuance costs 150,681  106,588 
Operating lease liabilities, less current portion 102,697  98,865 
Other long-term liabilities 50,507  59,044 
Deferred income taxes 52,950  51,093 
Shareholders’ equity:
Preferred stock —  — 
Common stock 261  265 
Additional paid-in capital 274,007  270,855 
Retained earnings 411,365  436,124 
Total shareholders’ equity 685,633  707,244 
Total liabilities and shareholders’ equity $ 1,226,566  $ 1,208,076 
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Forward Air Corporation
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
Three Months Ended
March 31,
2023
March 31,
2022
Operating activities:
Net income from operations $ 36,368  $ 42,686 
Adjustments to reconcile net income of operations to net cash provided by operating activities of operations
Depreciation and amortization 13,635  11,130 
Change in fair value of earn-out liability —  (294)
Share-based compensation expense 3,149  2,761 
Provision for revenue adjustments 2,157  1,304 
Deferred income tax expense 1,857  1,643 
Other (300) 132 
Changes in operating assets and liabilities, net of effects from the purchase of acquired businesses:
Accounts receivable 16,669  (30,278)
Other receivables —  3,609 
Other current and noncurrent assets 11,422  13,818 
Accounts payable and accrued expenses (18,964) 15,975 
Net cash provided by operating activities 65,993  62,486 
Investing activities:
Proceeds from sale of property and equipment 1,815  511 
Purchases of property and equipment (6,789) (9,908)
Purchases of a business, net of cash acquired (56,567) — 
Net cash used in investing activities (61,541) (9,397)
Financing activities:
Repayments of finance lease obligations (2,118) (1,070)
Proceeds from credit facility 45,000  — 
Payments on credit facility —  (375)
Proceeds from issuance of common stock upon stock option exercises —  206 
Payments of dividends to shareholders (6,345) (6,502)
Repurchases and retirement of common stock (50,491) (17,780)
Payment of minimum tax withholdings on share-based awards (4,292) (3,254)
Net cash used in financing activities (18,246) (28,775)
Net (decrease) increase in cash and cash equivalents (13,794) 24,314 
Cash and cash equivalents at beginning of period 45,822  37,316 
Cash and cash equivalents at end of period $ 32,028  $ 61,630 
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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 months ended March 31, 2023 and 2022, this press release contains the following non-GAAP financial measures: earnings before interest, taxes, depreciation and amortization (“EBITDA”) and free cash flow.

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.

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 months ended March 31, 2023 and 2022 (in thousands):

Three Months Ended
March 31, 2023 March 31, 2022
Net income $ 36,368  $ 42,686 
Interest expense 2,355  784 
Income tax expense 11,786  13,881 
Depreciation and amortization 13,635  11,130 
EBITDA $ 64,144  $ 68,481 

The following is a reconciliation of net cash provided by operating activities to free cash flow for the three months ended March 31, 2023 and 2022 (in thousands):

Three Months Ended
March 31, 2023 March 31, 2022
Net cash provided by operating activities $ 65,993  $ 62,486 
Proceeds from sale of property and equipment 1,815  511 
Purchases of property and equipment (6,789) (9,908)
Free cash flow $ 61,019  $ 53,089 








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The following information is provided to supplement this press release.
Actual Three Months Ended March 31, 2023
Net income $ 36,368 
Income allocated to participating securities (185)
Numerator for diluted net income per share - net income $ 36,183 
Weighted-average common shares and common share equivalent outstanding - diluted 26,479 
Diluted net income per share $ 1.37 
Projected Full year 2023
Projected tax rate 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 26,000 
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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 performance of the Company as the freight recession abates, freight environment, expectations regarding the Company's second quarter 2023 guidance, including with respect to revenue and net income per diluted share, 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, 2022.

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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