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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): October 30, 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 October 30, 2023, announcing the financial results of Forward Air Corporation (the “Company”) for the three and nine months ended September 30, 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 November 22, 2023, and is expected to be paid on December 7, 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: October 30, 2023
  By:  /s/ Thomas Schmitt
      Thomas Schmitt
President and Chief Executive Officer

 
 


 

 






EX-99.1 2 exhibit991q32023pressrelea.htm EX-99.1 Document

forwardlogoa05a.jpg
NEWS RELEASE

FORWARD AIR CORPORATION REPORTS THIRD QUARTER 2023 RESULTS
Strong momentum in LTL volumes
Growth with LTL freight forwarders and direct shippers
Continued weak demand for intermodal and truckload brokerage services

GREENEVILLE, Tenn.- (BUSINESS WIRE) - October 30, 2023 - Forward Air Corporation (NASDAQ:FWRD) (the “Company”, “we”, “our”, or “us”) today reported financial results for the three and nine months ended September 30, 2023 as presented in the tables below.

Tom Schmitt, Chairman, President and CEO, commenting on third quarter results said, “Precision execution of our revenue growth strategies led to positive volume trends and improved freight quality metrics. In the first weeks of the fourth quarter, we have seen continued momentum with +6% pounds per day growth over the same period in the prior year. In addition to the growth of our LTL volumes, our third quarter of 2023 weight per shipment increased +8% over the same period in the prior year. After a sluggish start to the third quarter, our LTL line of business achieved an operating ratio of approximately 85.5% for September 2023, a sequential improvement of 80 basis points from June 2023.”

Mr. Schmitt continued, “We are growing with both our domestic freight forwarder and direct shipper customers. Subsequent to the announcement of our proposed acquisition of Omni Logistics on August 10, our average daily volumes with domestic freight forwarders increased by more than 14%. In addition, we grew our LTL direct shipper customer count by more than 33% from third quarter of 2022 to third quarter of 2023 to over 240 direct shipper customers. We are winning market share with the direct shipper customer who does not use a domestic freight forwarder. A key focus area has been the expansion of our door-to-door solution. We built a commercial team dedicated to working closely with customers on selecting, pricing and handling freight, and we added new terminals in 2023 that were strategically located in markets closer to current and future customers. In the third quarter of 2023, our door-to-door revenue increased 12% over the same period in the prior year. We believe our service, being the 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.”

In closing, Mr. Schmitt said, “Over the next few weeks, we are excited to share the next phase of the Grow Forward revenue strategy that includes a further enhanced LTL focus. Also, to ensure corporate clarity, we are accelerating our strategic portfolio review.”

Regarding the third quarter results, Rebecca J. Garbrick, CFO, said, “Market demand continues to be challenged for our intermodal and truckload brokerage services as both lines of business are navigating an extended weak freight environment. Softer demand for our intermodal and truckload brokerage services combined with a decrease in the price of diesel over the same period in the prior year resulted in a 19% decline in revenues on a consolidated basis, and reported net income per diluted share of $0.36 and adjusted net income per diluted share of $0.99.”

Ms. Garbrick continued, regarding fourth quarter of 2023 guidance, “We expect our year-over-year revenue to decline 7% to 17% and adjusted net income per diluted share in the range of $0.98 to $1.02, compared to reported net income per diluted share of $1.60 and adjusted net income per diluted share of $1.65 in the fourth quarter of 2022.”





Three Months Ended
(in thousands, except per share data) September 30, 2023 September 30, 2022 Change Percent Change
Operating revenue $ 413,447  $ 510,023  $ (96,576) (18.9) %
Income from operations $ 15,493  $ 71,665  $ (56,172) (78.4) %
Operating margin 3.7  % 14.1  % (1,040) bps
Net income $ 9,288  $ 52,133  $ (42,845) (82.2) %
Net income per diluted share $ 0.36  $ 1.93  $ (1.57) (81.3) %
Cash provided by operating activities $ 29,865  $ 83,994  $ (54,129) (64.4) %
Non-GAAP Financial Measures: 1
Adjusted income from operations $ 37,864  $ 71,665  $ (33,801) (47.2) %
Adjusted net income $ 25,462  $ 52,133  $ (26,671) (51.2) %
Adjusted net income per diluted share $ 0.99  $ 1.93  $ (0.94) (48.9) %
EBITDA $ 30,999  $ 83,934  $ (52,935) (63.1) %
Free cash flow $ 24,126  $ 77,922  $ (53,796) (69.0) %
1 Reconciliation of these non-GAAP financial measures are provided below the financial tables.
Nine Months Ended
(in thousands, except per share data) September 30, 2023 September 30, 2022 Change Percent Change
Operating revenue $ 1,242,695  $ 1,492,203  $ (249,508) (16.7) %
Income from operations $ 96,213  $ 204,561  $ (108,348) (53.0) %
Operating margin 7.7  % 13.7  % (600) bps
Net income $ 65,607  $ 150,249  $ (84,642) (56.3) %
Net income per diluted share $ 2.50  $ 5.53  $ (3.03) (54.8) %
Cash provided by operating activities $ 159,431  $ 196,814  $ (37,383) (19.0) %
Non-GAAP Financial Measures: 1
Adjusted income from operations $ 124,084  $ 204,267  $ (80,183) (39.3) %
Adjusted net income $ 86,232  $ 150,029  $ (63,797) (42.5) %
Adjusted net income per diluted share $ 3.29  $ 5.53  $ (2.24) (40.5) %
EBITDA $ 139,867  $ 239,555  $ (99,688) (41.6) %
Free cash flow $ 139,288  $ 172,836  $ (33,548) (19.4) %
1 Reconciliation of these non-GAAP financial measures are provided below the financial tables.

On October 24, 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 November 22, 2023 and is expected to be paid on December 7, 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 third quarter 2023 results on Tuesday, October 31, 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 (844) 767-5679, Access Code: 7274129.
2



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.
3


Forward Air Corporation
Condensed Consolidated Statements of Comprehensive Income
(Unaudited, in thousands, except per share data)
  Three Months Ended Nine Months Ended
September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022
Operating revenue:
Expedited Freight $ 351,346  $ 395,635  $ 1,028,276  $ 1,181,083 
Intermodal 62,183  114,421  214,603  311,272 
Eliminations and other operations (82) (33) (184) (152)
Operating revenues 413,447  510,023  1,242,695  1,492,203 
Operating expenses:      
Purchased transportation 190,766  229,326  557,626  693,648 
Salaries, wages and employee benefits 88,159  90,755  254,365  263,194 
Operating leases 22,662  24,965  76,094  71,097 
Depreciation and amortization 15,506  12,269  43,654  34,994 
Insurance and claims 13,626  12,093  40,768  37,257 
Fuel expense 5,917  6,772  16,975  20,951 
Other operating expenses 61,318  62,178  157,000  166,501 
Total operating expenses 397,954  438,358  1,146,482  1,287,642 
Income (loss) from operations:
Expedited Freight 36,351  56,304  100,298  167,091 
Intermodal 4,744  16,610  20,259  43,005 
Other Operations (25,602) (1,249) (24,344) (5,535)
Income from operations 15,493  71,665  96,213  204,561 
Other expense:        
Interest expense, net (2,655) (1,544) (7,595) (3,521)
Total other expense (2,655) (1,544) (7,595) (3,521)
Income before income taxes 12,838  70,121  88,618  201,040 
Income tax expense 3,550  17,988  23,011  50,791 
Net income and comprehensive income $ 9,288  $ 52,133  $ 65,607  $ 150,249 
Net income per share:    
Basic $ 0.36  $ 1.94  $ 2.51  $ 5.56 
Diluted $ 0.36  $ 1.93  $ 2.50  $ 5.53 
Dividends per share: $ 0.24  $ 0.24  $ 0.72  $ 0.72 

4


Expedited Freight Segment Information
(In thousands)
(Unaudited)
Three Months Ended
  September 30, 2023 Percent of Revenue September 30, 2022 Percent of Revenue Change Percent Change
Operating revenue:
Network 1
$ 216,977  61.8  % $ 240,482  60.8  % $ (23,505) (9.8) %
Truckload 38,800  11.0  55,607  14.1  (16,807) (30.2)
Final Mile 72,471  20.6  76,822  19.4  (4,351) (5.7)
Other 23,098  6.6  22,724  5.7  374  1.6 
Total operating revenue 351,346  100.0  395,635  100.0  (44,289) (11.2)
Operating expenses:
Purchased transportation 171,910  48.9  200,783  50.7  (28,873) (14.4)
Salaries, wages and employee benefits 69,468  19.8  71,543  18.1  (2,075) (2.9)
Operating leases 17,518  5.0  15,819  4.0  1,699  10.7 
Depreciation and amortization 10,319  2.9  8,140  2.1  2,179  26.8 
Insurance and claims 10,190  2.9  9,196  2.3  994  10.8 
Fuel expense 3,026  0.9  2,873  0.7  153  5.3 
Other operating expenses 32,564  9.3  30,977  7.8  1,587  5.1 
Total operating expenses 314,995  89.7  339,331  85.8  (24,336) (7.2)
Income from operations $ 36,351  10.3  % $ 56,304  14.2  % $ (19,953) (35.4) %
1Network 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
September 30, 2023 September 30, 2022 Percent Change
Business days 63  64  (1.6) %
Tonnage 1,2
    Total pounds 685,756  698,004  (1.8)
    Pounds per day 10,885  10,906  (0.2)
Shipments 1,2
    Total shipments 835  916  (8.8)
    Shipments per day 13.3  14.3  (7.0)
Weight per shipment 821  762  7.7 
Revenue per hundredweight 3
$ 31.66  $ 34.70  (8.8)
Revenue per hundredweight, ex fuel 3
$ 24.20  $ 26.05  (7.1)
Revenue per shipment 3
$ 259.94  $ 264.30  (1.6)
Revenue per shipment, ex fuel 3
$ 198.71  $ 198.39  0.2 
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
  September 30, 2023 Percent of Revenue September 30, 2022 Percent of Revenue Change Percent Change
Operating revenue $ 62,183  100.0  % $ 114,421  100.0  % $ (52,238) (45.7) %
Operating expenses:
Purchased transportation 18,945  30.5  28,610  25.0  (9,665) (33.8)
Salaries, wages and employee benefits 16,118  25.9  17,945  15.7  (1,827) (10.2)
Operating leases 5,144  8.3  9,146  8.0  (4,002) (43.8)
Depreciation and amortization 5,187  8.3  4,129  3.6  1,058  25.6 
Insurance and claims 2,758  4.4  2,241  2.0  517  23.1 
Fuel expense 2,892  4.7  3,899  3.4  (1,007) (25.8)
Other operating expenses 6,395  10.3  31,841  27.8  (25,446) (79.9)
Total operating expenses 57,439  92.4  97,811  85.5  (40,372) (41.3)
Income from operations $ 4,744  7.6  % $ 16,610  14.5  % $ (11,866) (71.4) %

Intermodal Operating Statistics
Three Months Ended
September 30, 2023 September 30, 2022 Percent Change
Drayage shipments 68,576  89,236  (23.2) %
Drayage revenue per shipment $ 823  $ 1,203  (31.6) %

7


Forward Air Corporation
Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)
  September 30, 2023 December 31, 2022
Assets
Current assets:  
Cash and cash equivalents $ 18,843  $ 45,822 
Accounts receivable, net 191,758  221,028 
Other current assets 27,129  37,465 
Total current assets 237,730  304,315 
Property and equipment, net 258,248  249,080 
Operating lease right-of-use assets 134,726  141,865 
Goodwill 356,763  306,184 
Other acquired intangibles, net 146,710  154,801 
Other assets 56,404  51,831 
Total assets $ 1,190,581  $ 1,208,076 
Liabilities and Shareholders’ Equity  
Current liabilities:  
Accounts payable $ 45,702  $ 54,601 
Accrued expenses 56,552  54,291 
Other current liabilities 21,619  3,956 
Current portion of debt and finance lease obligations 15,053  9,444 
Current portion of operating lease liabilities 51,515  47,106 
Total current liabilities 190,441  169,398 
Finance lease obligations, less current portion 23,387  15,844 
Long-term debt, less current portion and debt issuance costs 118,857  106,588 
Operating lease liabilities, less current portion 87,938  98,865 
Other long-term liabilities 50,966  59,044 
Deferred income taxes 53,292  51,093 
Shareholders’ equity:
Preferred stock —  — 
Common stock 257  265 
Additional paid-in capital 280,640  270,855 
Retained earnings 384,803  436,124 
Total shareholders’ equity 665,700  707,244 
Total liabilities and shareholders’ equity $ 1,190,581  $ 1,208,076 
8


Forward Air Corporation
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
Three Months Ended
September 30, 2023 September 30, 2022
Operating activities:
Net income from operations $ 9,288  $ 52,133 
Adjustments to reconcile net income of operations to net cash provided by operating activities of operations
Depreciation and amortization 15,506  12,269 
Share-based compensation expense 3,043  2,676 
Provision for revenue adjustments 2,782  4,368 
Deferred income tax expense 17  — 
   Other 1,396  (966)
Changes in operating assets and liabilities, net of effects from the purchase of acquired businesses:
Accounts receivable (19,425) (6,421)
Other receivables —  1,004 
Other current and noncurrent assets (6,916) 2,825 
Accounts payable and accrued expenses 24,174  16,106 
Net cash provided by operating activities 29,865  83,994 
Investing activities:
Proceeds from sale of property and equipment 104  656 
Purchases of property and equipment (5,843) (6,728)
Net cash used in investing activities (5,739) (6,072)
Financing activities:
Repayments of finance lease obligations (2,949) (1,626)
Payments on credit facility (375) (40,375)
Payments of dividends to shareholders (6,198) (6,467)
Repurchases and retirement of common stock (14,019) (29,994)
Payment of minimum tax withholdings on share-based awards (23) — 
Net cash used in financing activities (23,564) (78,462)
Net increase (decrease) in cash and cash equivalents 562  (540)
Cash and cash equivalents at beginning of period 18,281  47,386 
Cash and cash equivalents at end of period $ 18,843  $ 46,846 
9


Forward Air Corporation
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
Nine Months Ended
September 30, 2023 September 30, 2022
Operating activities:
Net income from operations $ 65,607  $ 150,249 
Adjustments to reconcile net income of operations to net cash provided by operating activities of operations
Depreciation and amortization 43,654  34,994 
Change in fair value of earn-out liability —  (294)
Share-based compensation expense 9,352  8,743 
Provision for revenue adjustments 8,311  7,302 
Deferred income tax expense 2,199  1,962 
   Other 964  417 
Changes in operating assets and liabilities, net of effects from the purchase of acquired businesses:
Accounts receivable 18,874  (43,172)
Other receivables —  8,097 
Other current and noncurrent assets 4,207  6,743 
Accounts payable and accrued expenses 6,263  21,773 
Net cash provided by operating activities 159,431  196,814 
Investing activities:
Proceeds from sale of property and equipment 3,275  1,423 
Purchases of property and equipment (23,418) (25,401)
Purchase of a business, net of cash acquired (56,703) (40,433)
Net cash used in investing activities (76,846) (64,411)
Financing activities:
Repayments of finance lease obligations (6,936) (4,209)
Proceeds from credit facility 45,000  — 
Payments on credit facility (31,125) (48,625)
Payment of earn-out liability —  (91)
Proceeds from issuance of common stock upon stock option exercises —  206 
Payments of dividends to shareholders (18,798) (19,461)
Repurchases and retirement of common stock (93,811) (47,774)
Proceeds from common stock issued under employee stock purchase plan 421  374 
Payment of minimum tax withholdings on share-based awards (4,315) (3,293)
Net cash used in financing activities (109,564) (122,873)
Net (decrease) increase in cash and cash equivalents (26,979) 9,530 
Cash and cash equivalents at beginning of period 45,822  37,316 
Cash and cash equivalents at end of period $ 18,843  $ 46,846 
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 nine months ended September 30, 2023 and 2022, this press release contains the following non-GAAP financial measures: earnings before interest, taxes, depreciation and amortization (“EBITDA”), free cash flow, adjusted income from operations, adjusted net income, and adjusted net income per diluted share.

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.

Due to the forward-looking nature of the fourth quarter 2023 guidance for adjusted net income per diluted share, the Company is unable to reconcile this non-GAAP measure to the most directly comparable GAAP measure because the comparable GAAP measure is not reasonably accessible or reliable due to the inherent difficulty in forecasting and quantifying measures that would be required for such reconciliation.

The following is a reconciliation of net income to EBITDA for the three and nine months ended September 30, 2023 and 2022 (in thousands):

Three Months Ended Nine Months Ended
September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022
Net income $ 9,288  $ 52,133  $ 65,607  $ 150,249 
Interest expense 2,655  1,544  7,595  3,521 
Income tax expense 3,550  17,988  23,011  50,791 
Depreciation and amortization 15,506  12,269  43,654  34,994 
EBITDA $ 30,999  $ 83,934  $ 139,867  $ 239,555 











11



The following is a reconciliation of net cash provided by operating activities to free cash flow for the three and nine months ended September 30, 2023 and 2022 (in thousands):

Three Months Ended Nine Months Ended
September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022
Net cash provided by operating activities $ 29,865  $ 83,994  $ 159,431  $ 196,814 
Proceeds from sale of property and equipment 104  656  3,275  1,423 
Purchases of property and equipment (5,843) (6,728) (23,418) (25,401)
Free cash flow $ 24,126  $ 77,922  $ 139,288  $ 172,836 


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 nine months ended September 30, 2023 and 2022 (in thousands, except net income per diluted share):

Three Months Ended September 30, 2023 Three Months Ended September 30, 2022
Income From Operations
Net Income1
Net Income Per Diluted Share1
Income From Operations Net Income Net Income Per Diluted Share
As Reported $ 15,493  $ 9,288  $ 0.36  $ 71,665  $ 52,133  $ 1.93 
Due diligence and transaction costs 22,371  16,174  0.63  —  —  — 
As Adjusted $ 37,864  $ 25,462  $ 0.99  $ 71,665  $ 52,133  $ 1.93 
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 $6,197.
Nine Months Ended September 30, 2023 Nine Months Ended September 30, 2022
Income From Operations
Net Income1
Net Income Per Diluted Share1
Income From Operations
Net Income2
Net Income Per Diluted Share2
As Reported $ 96,213  $ 65,607  $ 2.50  $ 204,561  $ 150,249  $ 5.53 
Due diligence and transaction costs 27,871  20,625  0.79  —  —  — 
Change in the fair value of the earn-out liability —  —  —  (294) (220) (0.01)
As Adjusted $ 124,084  $ 86,232  $ 3.29  $ 204,267  $ 150,029  $ 5.53 
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 $7,246.
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 ($74).
12




The following is a reconciliation of reported net income per diluted share to adjusted net income per diluted share for the three months ended December 31, 2022:
Net Income Per Diluted Share1
Continuing Operations Three Months Ended December 31, 2022
As reported $ 1.60 
Vehicle liability reserve 0.04 
Due diligence and integration costs 0.01 
As adjusted $ 1.65 
1 Net income per diluted share is after tax




The following information is provided to supplement this press release.

Actual Three Months Ended September 30, 2023
Net income $ 9,288 
Income allocated to participating securities (57)
Numerator for diluted net income per share - net income $ 9,231 
Weighted-average common shares and common share equivalent outstanding - diluted 25,771 
Diluted net income per share $ 0.36 
Projected Full year 2023
Projected tax rate 26.7  %
Projected purchases of property and equipment, net of proceeds from sale of property and equipment $ 32,000 
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 expectations regarding the Company’s ability to grow its existing customer base, expectations of market share growth, expectations regarding the impact of the Company’s revenue growth strategies and its ongoing portfolio review, expectations regarding customer demand for the Company’s services as well as the performance of the Company’s LTL services, expectations regarding the Company's fourth 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, expectations regarding future debt and financing levels and expectations regarding the transactions involving Omni Logistics, including whether or not such transactions are consummated and, if consummated, whether such transactions meet expectations regarding timing, completion and the outcome thereof.

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 outcome and related impact of the proposed acquisition of Omni Logistics, continued weakening of the freight environment, future debt and financing levels, the outcome of the transactions involving Omni Logistics, including any legal proceedings related to such transactions, our ability to manage our growth and ability to grow, in part, through acquisitions, (including the acquisition involving Omni Logistics) 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, and as may be identified in our subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

We caution readers that any Forward-looking statement made by us in this press release is based only on information currently available to us and they should not place undue reliance on these forward-looking statements, which reflect management's opinion 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 unless required by law.


SOURCE: Forward Air Corporation

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

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