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%

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.

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.

 
 
 

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. 

 
 
 
 

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.

 
 
 
 

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.

 
 
 
 

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

%

 
 
 
 

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

 
 
 
 

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

 

 
 
 
 

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

 

 
 
 

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

 

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

 

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

 

 
 

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.

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