Recent Quotes View Full List My Watchlist Create Watchlist Indicators DJI Nasdaq Composite SPX Gold Crude Oil EL&P Market Index Markets Stocks ETFs Tools Overview News Currencies International Treasuries Forward Air Corporation Reports Third Quarter 2022 Results By: Forward Air Corporation via Business Wire October 26, 2022 at 16:05 PM EDT Third quarter all-time record reported revenue, income from operations and net income per diluted share Guides record fourth quarter revenue and net income per diluted share Forward Air Corporation (NASDAQ:FWRD) (the “Company”, “we”, “our”, or “us”) today reported financial results for the three and nine months ended September 30, 2022 as presented in the tables below on a continuing operations basis. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20221026005979/en/Forward Air Corporation Reports Third Quarter 2022 Results (Photo: Business Wire) Tom Schmitt, Chairman, President and CEO, commenting on third quarter results from continuing operations said, “Our third quarter reported revenue, net income and net income per diluted share represent the best third quarter financial performance in the Company’s history and each set all-time third quarter records. Our collaboration with customers on selecting, handling, and pricing higher quality freight led to our strong third quarter financial performance with our less-than-truckload line of business reporting continued improvement in revenue per shipment and revenue per hundredweight over the same period last year. Our reported net income per diluted share of $1.93 exceeded the high end of our $1.88 to $1.92 guidance range, and our third quarter revenue growth of 22% came within the guidance range of 20% to 24%.” Mr. Schmitt continued, “We are winning in a softer environment. While tonnage is down through the first few weeks of October, our performance levers work - from more live events business to near record low levels of outside miles. We therefore expect the fourth quarter to be more profitable than the third quarter, and 2023 net income per diluted share to be higher than 2022 net income per diluted share.” In closing, Mr. Schmitt said, “I want to thank our employees and independent contractors for their remarkable efforts. Their commitment to Forward Air and its customers has been incredible.” Regarding the Company’s fourth quarter 2022 continuing operations guidance, Rebecca J. Garbrick, CFO, said, “We expect our year-over-year revenue growth will be 7% to 11% and net income per diluted share to be between $1.98 to $2.02, compared to reported and adjusted net income per diluted share of $1.40 in the fourth quarter of 2021.” Continuing Operations Three Months Ended (in thousands, except per share data) September 30, 2022 September 30, 2021 Change Percent Change Operating revenue $ 510,023 $ 419,625 $ 90,398 21.5 % Income from operations $ 71,665 $ 42,476 $ 29,189 68.7 % Operating margin 14.1 % 10.1 % 400 bps Net income $ 52,133 $ 30,503 $ 21,630 70.9 % Net income per diluted share $ 1.93 $ 1.12 $ 0.81 72.3 % Cash provided by operating activities $ 83,994 $ 43,091 $ 40,903 94.9 % Non-GAAP Financial Measures: 1 Adjusted income from operations $ 71,665 $ 43,445 $ 28,220 65.0 % Adjusted net income $ 52,133 $ 31,215 $ 20,918 67.0 % Adjusted net income per diluted share $ 1.93 $ 1.14 $ 0.79 69.3 % EBITDA $ 83,934 $ 51,892 $ 32,042 61.7 % Free cash flow $ 77,922 $ 29,676 $ 48,246 162.6 % 1 Reconciliation of these non-GAAP financial measures are provided below the financial tables. Continuing Operations Nine Months Ended (in thousands, except per share data) September 30, 2022 September 30, 2021 Change Percent Change Operating revenue $ 1,492,203 $ 1,202,498 $ 289,705 24.1 % Income from operations $ 204,561 $ 107,324 $ 97,237 90.6 % Operating margin 13.7 % 8.9 % 480 bps Net income $ 150,249 $ 77,894 $ 72,355 92.9 % Net income per diluted share $ 5.53 $ 2.83 $ 2.70 95.4 % Cash provided by operating activities $ 196,814 $ 82,752 $ 114,062 137.8 % Non-GAAP Financial Measures: 1 Adjusted income from operations $ 204,267 $ 114,863 $ 89,404 77.8 % Adjusted net income $ 150,029 $ 83,548 $ 66,481 79.6 % Adjusted net income per diluted share $ 5.53 $ 3.03 $ 2.50 82.5 % EBITDA $ 239,555 $ 135,391 $ 104,164 76.9 % Free cash flow $ 172,836 $ 62,076 $ 110,760 178.4 % 1 Reconciliation of these non-GAAP financial measures are provided below the financial tables. On October 25, 2022, 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 23, 2022 and is expected to be paid on December 8, 2022. 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 2022, 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 third quarter 2022 results on Thursday, October 27, 2022 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) 291-5490, Access Code: 6420664. 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 and Canada. 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 Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Operating revenue: Expedited Freight $ 395,635 $ 341,557 $ 1,181,083 $ 997,478 Intermodal 114,421 78,173 311,272 205,820 Eliminations and other operations (33 ) (105 ) (152 ) (800 ) Operating revenues 510,023 419,625 1,492,203 1,202,498 Operating expenses: Purchased transportation 229,326 205,474 693,648 605,299 Salaries, wages and employee benefits 90,755 84,410 263,194 243,948 Operating leases 24,965 20,536 71,097 60,073 Depreciation and amortization 12,269 9,416 34,994 28,067 Insurance and claims 12,093 9,984 37,257 30,616 Fuel expense 6,772 4,457 20,951 12,218 Other operating expenses 62,178 42,872 166,501 114,953 Total operating expenses 438,358 377,149 1,287,642 1,095,174 Income (loss) from continuing operations: Expedited Freight 56,304 34,636 167,091 93,854 Intermodal 16,610 8,712 43,005 21,607 Other Operations (1,249 ) (872 ) (5,535 ) (8,137 ) Income from continuing operations 71,665 42,476 204,561 107,324 Other expense: Interest expense (1,544 ) (973 ) (3,521 ) (3,461 ) Total other expense (1,544 ) (973 ) (3,521 ) (3,461 ) Income before income taxes 70,121 41,503 201,040 103,863 Income tax expense 17,988 11,000 50,791 25,969 Net income from continuing operations 52,133 30,503 150,249 77,894 Loss from discontinued operation, net of tax — (6,967 ) — (12,500 ) Net income and comprehensive income $ 52,133 $ 23,536 $ 150,249 $ 65,394 Net income per share: Basic net income (loss) per share Continuing operations $ 1.94 $ 1.12 $ 5.56 $ 2.84 Discontinued operation — (0.26 ) — (0.46 ) Net income per basic share $ 1.94 $ 0.86 $ 5.56 $ 2.39 Diluted net income (loss) per share Continuing operations $ 1.93 $ 1.12 $ 5.53 $ 2.83 Discontinued operation — (0.26 ) — (0.46 ) Net income per diluted share $ 1.93 $ 0.86 $ 5.53 $ 2.37 Dividends per share $ 0.24 $ 0.21 $ 0.72 $ 0.63 Expedited Freight Segment Information (In thousands) (Unaudited) Three Months Ended September 30, 2022 Percent of Revenue September 30, 2021 Percent of Revenue Change Percent Change Operating revenue: Network 1 $ 240,482 60.8 % $ 199,360 58.4 % $ 41,122 20.6 % Truckload 55,607 14.1 53,651 15.7 1,956 3.6 Final Mile 76,822 19.4 71,355 20.9 5,467 7.7 Other 22,724 5.7 17,191 5.0 5,533 32.2 Total operating revenue 395,635 100.0 341,557 100.0 54,078 15.8 Operating expenses: Purchased transportation 200,783 50.7 182,596 53.5 18,187 10.0 Salaries, wages and employee benefits 71,543 18.1 65,898 19.3 5,645 8.6 Operating leases 15,819 4.0 14,687 4.3 1,132 7.7 Depreciation and amortization 8,140 2.1 6,784 2.0 1,356 20.0 Insurance and claims 9,196 2.3 8,074 2.4 1,122 13.9 Fuel expense 2,873 0.7 2,225 0.7 648 29.1 Other operating expenses 30,977 7.8 26,657 7.8 4,320 16.2 Total operating expenses 339,331 85.8 306,921 89.9 32,410 10.6 Income from operations $ 56,304 14.2 % $ 34,636 10.1 % $ 21,668 62.6 % 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 September 30, 2022 September 30, 2021 Percent Change Business days 64 64 — % Tonnage 1,2 Total pounds 698,004 687,816 1.5 Pounds per day 10,906 10,747 1.5 Shipments 1,2 Total shipments 916 845 8.4 Shipments per day 14.3 13.2 8.3 Weight per shipment 762 814 (6.4 ) Revenue per hundredweight 3 $ 34.70 $ 29.32 18.3 Revenue per hundredweight, ex fuel 3 $ 26.05 $ 24.34 7.0 Revenue per shipment 3 $ 264.30 $ 238.68 10.7 Revenue per shipment, ex fuel 3 $ 198.39 $ 198.18 0.1 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 September 30, 2022 Percent of Revenue September 30, 2021 Percent of Revenue Change Percent Change Operating revenue $ 114,421 100.0 % $ 78,173 100.0 % $ 36,248 46.4 % Operating expenses: Purchased transportation 28,610 25.0 22,984 29.4 5,626 24.5 Salaries, wages and employee benefits 17,945 15.7 17,596 22.5 349 2.0 Operating leases 9,146 8.0 5,856 7.5 3,290 56.2 Depreciation and amortization 4,129 3.6 2,616 3.3 1,513 57.8 Insurance and claims 2,241 2.0 2,708 3.5 (467 ) (17.2 ) Fuel expense 3,899 3.4 2,231 2.9 1,668 74.8 Other operating expenses 31,841 27.8 15,470 19.8 16,371 105.8 Total operating expenses 97,811 85.5 69,461 88.9 28,350 40.8 Income from operations $ 16,610 14.5 % $ 8,712 11.1 % $ 7,898 90.7 % Intermodal Operating Statistics Three Months Ended September 30, 2022 September 30 2021 Percent Change Drayage shipments 89,236 91,774 (2.8 )% Drayage revenue per shipment $ 1,203 $ 742 62.1 % Forward Air Corporation Condensed Consolidated Balance Sheets (In thousands) (Unaudited) September 30, 2022 December 31, 2021 Assets Current assets: Cash and cash equivalents $ 46,846 $ 37,316 Accounts receivable, net 247,730 208,085 Other receivables, net — 8,097 Other current assets 18,391 29,309 Total current assets 312,967 282,807 Property and equipment, net 230,924 219,095 Operating lease right-of-use assets 147,283 148,198 Goodwill 288,496 266,752 Other acquired intangibles, net 155,161 154,717 Other assets 51,228 46,254 Total assets $ 1,186,059 $ 1,117,823 Liabilities and Shareholders’ Equity Current liabilities: Accounts payable $ 50,666 $ 44,837 Accrued expenses 67,980 61,621 Other current liabilities 4,411 4,614 Current portion of debt and finance lease obligations 7,891 6,088 Current portion of operating lease liabilities 48,611 47,532 Total current liabilities 179,559 164,692 Finance lease obligations, less current portion 11,134 9,571 Long-term debt, less current portion and debt issuance costs 106,934 155,466 Operating lease liabilities, less current portion 102,889 101,409 Other long-term liabilities 57,476 49,624 Deferred income taxes 45,369 43,407 Shareholders’ equity: Preferred stock — — Common stock 266 270 Additional paid-in capital 267,809 258,474 Retained earnings 414,623 334,910 Total shareholders’ equity 682,698 593,654 Total liabilities and shareholders’ equity $ 1,186,059 $ 1,117,823 Forward Air Corporation Condensed Consolidated Statements of Cash Flows (In thousands) (Unaudited) Three Months Ended September 30, 2022 September 30 2021 Operating activities: Net income from continuing operations $ 52,133 $ 30,503 Adjustments to reconcile net income of continuing operations to net cash provided by operating activities of continuing operations Depreciation and amortization 12,269 9,416 Change in fair value of earn-out liability — — Share-based compensation expense 2,676 2,601 Provision for revenue adjustments 4,368 1,979 Deferred income tax expense (benefit) — (812 ) Other (966 ) 217 Changes in operating assets and liabilities, net of effects from the purchase of acquired businesses: Accounts receivable (6,421 ) 1,932 Other receivables 1,004 (727 ) Other current and noncurrent assets 2,825 1,452 Accounts payable, accrued expenses and long-term liabilities 16,106 (3,470 ) Net cash provided by operating activities of continuing operations 83,994 43,091 Investing activities: Proceeds from sale of property and equipment 656 1,025 Purchases of property and equipment (6,728 ) (14,440 ) Purchases of a business, net of cash acquired — (510 ) Net cash used in investing activities of continuing operations (6,072 ) (13,925 ) Financing activities: Repayments of finance lease obligations (1,626 ) (492 ) Payment of debt issuance costs — (119 ) Payments on credit facility (40,375 ) — Payment of earn-out liability — (6,519 ) Proceeds from issuance of common stock upon stock option exercises — — Payments of dividends to shareholders (6,467 ) (5,705 ) Repurchases and retirement of common stock (29,994 ) (14,997 ) Payment of minimum tax withholdings on share-based awards — (248 ) Contributions from subsidiary held for sale — — Net cash used in financing activities from continuing operations (78,462 ) (28,080 ) Net (decrease) increase in cash and cash equivalents of continuing operations (540 ) 1,086 Cash from discontinued operation: Net cash used in operating activities of discontinued operation — — Net cash provided by investing activities of discontinued operation — — Net cash used in financing activities of discontinued operation — — Net (decrease) increase in cash and cash equivalents (540 ) 1,086 Cash and cash equivalents at beginning of period of continuing operations 47,386 50,844 Cash at beginning of period of discontinued operation — — Net (decrease) increase in cash and cash equivalents (540 ) 1,086 Less: cash at end of period of discontinued operation — — Cash and cash equivalents at end of period of continuing operations $ 46,846 $ 51,930 Forward Air Corporation Condensed Consolidated Statements of Cash Flows (In thousands) (Unaudited) Nine Months Ended September 30, 2022 September 30, 2021 Operating activities: Net income from continuing operations $ 150,249 $ 77,894 Adjustments to reconcile net income of continuing operations to net cash provided by operating activities of continuing operations Depreciation and amortization 34,994 28,067 Change in fair value of earn-out liability (294 ) (385 ) Share-based compensation expense 8,743 8,179 Provision for revenue adjustments 7,302 5,504 Deferred income tax expense (benefit) 1,962 (1,384 ) Other 417 406 Changes in operating assets and liabilities, net of effects from the purchase of acquired businesses: Accounts receivable (43,172 ) (49,086 ) Other receivables 8,097 (14,218 ) Other current and noncurrent assets 6,743 8,198 Accounts payable, accrued expenses and other long-term liabilities 21,773 19,577 Net cash provided by operating activities of continuing operations 196,814 82,752 Investing activities: Proceeds from sale of property and equipment 1,423 2,339 Purchases of property and equipment (25,401 ) (23,015 ) Purchases of a business, net of cash acquired (40,433 ) (23,053 ) Net cash used in investing activities of continuing operations (64,411 ) (43,729 ) Financing activities: Repayments of finance lease obligations (4,209 ) (1,445 ) Proceeds from credit facility — 45,000 Payment of debt issuance costs — (119 ) Payments on credit facility (48,625 ) — Payment of earn-out liability (91 ) (6,519 ) Proceeds from issuance of common stock upon stock option exercises 206 3,563 Payments of dividends to shareholders (19,461 ) (17,270 ) Repurchases and retirement of common stock (47,774 ) (48,989 ) Proceeds from common stock issued under employee stock purchase plan 374 388 Payment of minimum tax withholdings on share-based awards (3,293 ) (3,074 ) Contributions from subsidiary held for sale — 1,118 Net cash used in financing activities from continuing operations (122,873 ) (27,347 ) Net increase in cash and cash equivalents of continuing operations 9,530 11,676 Cash from discontinued operation: Net cash used in operating activities of discontinued operation — (6,902 ) Net cash provided by investing activities of discontinued operation — 8,020 Net cash used in financing activities of discontinued operation — (1,118 ) Net increase in cash and cash equivalents 9,530 11,676 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 in cash and cash equivalents 9,530 11,676 Less: cash at end of period of discontinued operation — — Cash and cash equivalents at end of period of continuing operations $ 46,846 $ 51,930 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, 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 nine months ended September 30, 2022 and 2021 (in thousands): Three Months Ended Nine Months Ended Continuing Operations September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Net income $ 52,133 $ 30,503 $ 150,249 $ 77,894 Interest expense 1,544 973 3,521 3,461 Income tax expense 17,988 11,000 50,791 25,969 Depreciation and amortization 12,269 9,416 34,994 28,067 EBITDA $ 83,934 $ 51,892 $ 239,555 $ 135,391 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, 2022 and 2021 (in thousands): Three Months Ended Nine Months Ended Continuing Operations September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Net cash provided by operating activities $ 83,994 $ 43,091 $ 196,814 $ 82,752 Proceeds from sale of property and equipment 656 1,025 1,423 2,339 Purchases of property and equipment (6,728 ) (14,440 ) (25,401 ) (23,015 ) Free cash flow $ 77,922 $ 29,676 $ 172,836 $ 62,076 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, 2022 and 2021 (in thousands, except net income per diluted share): Three Months Ended September 30, 2022 Three Months Ended September 30, 2021 Continuing Operations Income From Operations Net Income Net Income Per Diluted Share Income From Operations Net Income1 Net Income Per Diluted Share1,2 As Reported $ 71,665 $ 52,133 $ 1.93 $ 42,476 $ 30,503 $ 1.12 Professional fees for an operational improvement project — — — 969 712 0.03 As Adjusted $ 71,665 $ 52,133 $ 1.93 $ 43,445 $ 31,215 $ 1.14 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 $257. 2 Rounding may impact summation of amounts. Nine Months Ended September 30, 2022 Nine Months Ended September 30, 2021 Continuing Operations Income From Operations Net Income1 Net Income Per Diluted Share1,3 Income From Operations Net Income2 Net Income Per Diluted Share2,3 As Reported $ 204,561 $ 150,249 $ 5.53 $ 107,324 $ 77,894 $ 2.83 Professional fees for an operational improvement project — — — 969 727 0.03 Professional fees for cybersecurity and shareholder engagement activities — — — 6,955 5,216 0.19 Change in the fair value of the earn-out liability (294 ) (220 ) (0.01 ) (385 ) (289 ) (0.01 ) As Adjusted $ 204,267 $ 150,029 $ 5.53 $ 114,863 $ 83,548 $ 3.03 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 ($74). 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 $1,885. 3 Rounding may impact summation of amounts. 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, 2021: Net Income Per Diluted Share1 Continuing Operations Three Months Ended December 31, 2021 As reported $ 1.40 Change in the fair value of the earn-out liability — As adjusted $ 1.40 1 Net income per diluted share is after tax The following information is provided to supplement this press release. Actual - Continuing Operations Three Months Ended September 30, 2022 Net income from continuing operations $ 52,133 Income allocated to participating securities (325 ) Numerator for diluted net income per share - net income $ 51,808 Weighted-average common shares and common share equivalent outstanding - diluted 26,902 Diluted net income per share $ 1.93 Projected Full Year 2022 Projected tax rate - continuing operations 25.6 % Projected purchases of property and equipment, net of proceeds from sale of property and equipment $ 38,000 Projected December 31, 2022 Projected weighted-average common shares and common share equivalent outstanding - diluted 26,900 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 expected fourth quarter 2022 revenue, revenue growth, net income per diluted share, adjusted net income per diluted share and volume, expectations regarding continued momentum in our business into 2023 and 2024, expectations regarding expansion of operating margins, and the future of declaration of dividends. 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, changes in fuel prices and/or fuel taxes, a decrease in demand for transportation services, pricing pressure, changes in freight volume, 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, loss of a major customer, increasing competition,, 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. View source version on businesswire.com: https://www.businesswire.com/news/home/20221026005979/en/Contacts Forward Air Corporation Brandon Hammer, 423-636-7173 bhammer@forwardair.com Data & News supplied by www.cloudquote.io Stock quotes supplied by Barchart Quotes delayed at least 20 minutes. By accessing this page, you agree to the following Privacy Policy and Terms and Conditions.
Forward Air Corporation Reports Third Quarter 2022 Results By: Forward Air Corporation via Business Wire October 26, 2022 at 16:05 PM EDT Third quarter all-time record reported revenue, income from operations and net income per diluted share Guides record fourth quarter revenue and net income per diluted share Forward Air Corporation (NASDAQ:FWRD) (the “Company”, “we”, “our”, or “us”) today reported financial results for the three and nine months ended September 30, 2022 as presented in the tables below on a continuing operations basis. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20221026005979/en/Forward Air Corporation Reports Third Quarter 2022 Results (Photo: Business Wire) Tom Schmitt, Chairman, President and CEO, commenting on third quarter results from continuing operations said, “Our third quarter reported revenue, net income and net income per diluted share represent the best third quarter financial performance in the Company’s history and each set all-time third quarter records. Our collaboration with customers on selecting, handling, and pricing higher quality freight led to our strong third quarter financial performance with our less-than-truckload line of business reporting continued improvement in revenue per shipment and revenue per hundredweight over the same period last year. Our reported net income per diluted share of $1.93 exceeded the high end of our $1.88 to $1.92 guidance range, and our third quarter revenue growth of 22% came within the guidance range of 20% to 24%.” Mr. Schmitt continued, “We are winning in a softer environment. While tonnage is down through the first few weeks of October, our performance levers work - from more live events business to near record low levels of outside miles. We therefore expect the fourth quarter to be more profitable than the third quarter, and 2023 net income per diluted share to be higher than 2022 net income per diluted share.” In closing, Mr. Schmitt said, “I want to thank our employees and independent contractors for their remarkable efforts. Their commitment to Forward Air and its customers has been incredible.” Regarding the Company’s fourth quarter 2022 continuing operations guidance, Rebecca J. Garbrick, CFO, said, “We expect our year-over-year revenue growth will be 7% to 11% and net income per diluted share to be between $1.98 to $2.02, compared to reported and adjusted net income per diluted share of $1.40 in the fourth quarter of 2021.” Continuing Operations Three Months Ended (in thousands, except per share data) September 30, 2022 September 30, 2021 Change Percent Change Operating revenue $ 510,023 $ 419,625 $ 90,398 21.5 % Income from operations $ 71,665 $ 42,476 $ 29,189 68.7 % Operating margin 14.1 % 10.1 % 400 bps Net income $ 52,133 $ 30,503 $ 21,630 70.9 % Net income per diluted share $ 1.93 $ 1.12 $ 0.81 72.3 % Cash provided by operating activities $ 83,994 $ 43,091 $ 40,903 94.9 % Non-GAAP Financial Measures: 1 Adjusted income from operations $ 71,665 $ 43,445 $ 28,220 65.0 % Adjusted net income $ 52,133 $ 31,215 $ 20,918 67.0 % Adjusted net income per diluted share $ 1.93 $ 1.14 $ 0.79 69.3 % EBITDA $ 83,934 $ 51,892 $ 32,042 61.7 % Free cash flow $ 77,922 $ 29,676 $ 48,246 162.6 % 1 Reconciliation of these non-GAAP financial measures are provided below the financial tables. Continuing Operations Nine Months Ended (in thousands, except per share data) September 30, 2022 September 30, 2021 Change Percent Change Operating revenue $ 1,492,203 $ 1,202,498 $ 289,705 24.1 % Income from operations $ 204,561 $ 107,324 $ 97,237 90.6 % Operating margin 13.7 % 8.9 % 480 bps Net income $ 150,249 $ 77,894 $ 72,355 92.9 % Net income per diluted share $ 5.53 $ 2.83 $ 2.70 95.4 % Cash provided by operating activities $ 196,814 $ 82,752 $ 114,062 137.8 % Non-GAAP Financial Measures: 1 Adjusted income from operations $ 204,267 $ 114,863 $ 89,404 77.8 % Adjusted net income $ 150,029 $ 83,548 $ 66,481 79.6 % Adjusted net income per diluted share $ 5.53 $ 3.03 $ 2.50 82.5 % EBITDA $ 239,555 $ 135,391 $ 104,164 76.9 % Free cash flow $ 172,836 $ 62,076 $ 110,760 178.4 % 1 Reconciliation of these non-GAAP financial measures are provided below the financial tables. On October 25, 2022, 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 23, 2022 and is expected to be paid on December 8, 2022. 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 2022, 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 third quarter 2022 results on Thursday, October 27, 2022 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) 291-5490, Access Code: 6420664. 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 and Canada. 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 Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Operating revenue: Expedited Freight $ 395,635 $ 341,557 $ 1,181,083 $ 997,478 Intermodal 114,421 78,173 311,272 205,820 Eliminations and other operations (33 ) (105 ) (152 ) (800 ) Operating revenues 510,023 419,625 1,492,203 1,202,498 Operating expenses: Purchased transportation 229,326 205,474 693,648 605,299 Salaries, wages and employee benefits 90,755 84,410 263,194 243,948 Operating leases 24,965 20,536 71,097 60,073 Depreciation and amortization 12,269 9,416 34,994 28,067 Insurance and claims 12,093 9,984 37,257 30,616 Fuel expense 6,772 4,457 20,951 12,218 Other operating expenses 62,178 42,872 166,501 114,953 Total operating expenses 438,358 377,149 1,287,642 1,095,174 Income (loss) from continuing operations: Expedited Freight 56,304 34,636 167,091 93,854 Intermodal 16,610 8,712 43,005 21,607 Other Operations (1,249 ) (872 ) (5,535 ) (8,137 ) Income from continuing operations 71,665 42,476 204,561 107,324 Other expense: Interest expense (1,544 ) (973 ) (3,521 ) (3,461 ) Total other expense (1,544 ) (973 ) (3,521 ) (3,461 ) Income before income taxes 70,121 41,503 201,040 103,863 Income tax expense 17,988 11,000 50,791 25,969 Net income from continuing operations 52,133 30,503 150,249 77,894 Loss from discontinued operation, net of tax — (6,967 ) — (12,500 ) Net income and comprehensive income $ 52,133 $ 23,536 $ 150,249 $ 65,394 Net income per share: Basic net income (loss) per share Continuing operations $ 1.94 $ 1.12 $ 5.56 $ 2.84 Discontinued operation — (0.26 ) — (0.46 ) Net income per basic share $ 1.94 $ 0.86 $ 5.56 $ 2.39 Diluted net income (loss) per share Continuing operations $ 1.93 $ 1.12 $ 5.53 $ 2.83 Discontinued operation — (0.26 ) — (0.46 ) Net income per diluted share $ 1.93 $ 0.86 $ 5.53 $ 2.37 Dividends per share $ 0.24 $ 0.21 $ 0.72 $ 0.63 Expedited Freight Segment Information (In thousands) (Unaudited) Three Months Ended September 30, 2022 Percent of Revenue September 30, 2021 Percent of Revenue Change Percent Change Operating revenue: Network 1 $ 240,482 60.8 % $ 199,360 58.4 % $ 41,122 20.6 % Truckload 55,607 14.1 53,651 15.7 1,956 3.6 Final Mile 76,822 19.4 71,355 20.9 5,467 7.7 Other 22,724 5.7 17,191 5.0 5,533 32.2 Total operating revenue 395,635 100.0 341,557 100.0 54,078 15.8 Operating expenses: Purchased transportation 200,783 50.7 182,596 53.5 18,187 10.0 Salaries, wages and employee benefits 71,543 18.1 65,898 19.3 5,645 8.6 Operating leases 15,819 4.0 14,687 4.3 1,132 7.7 Depreciation and amortization 8,140 2.1 6,784 2.0 1,356 20.0 Insurance and claims 9,196 2.3 8,074 2.4 1,122 13.9 Fuel expense 2,873 0.7 2,225 0.7 648 29.1 Other operating expenses 30,977 7.8 26,657 7.8 4,320 16.2 Total operating expenses 339,331 85.8 306,921 89.9 32,410 10.6 Income from operations $ 56,304 14.2 % $ 34,636 10.1 % $ 21,668 62.6 % 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 September 30, 2022 September 30, 2021 Percent Change Business days 64 64 — % Tonnage 1,2 Total pounds 698,004 687,816 1.5 Pounds per day 10,906 10,747 1.5 Shipments 1,2 Total shipments 916 845 8.4 Shipments per day 14.3 13.2 8.3 Weight per shipment 762 814 (6.4 ) Revenue per hundredweight 3 $ 34.70 $ 29.32 18.3 Revenue per hundredweight, ex fuel 3 $ 26.05 $ 24.34 7.0 Revenue per shipment 3 $ 264.30 $ 238.68 10.7 Revenue per shipment, ex fuel 3 $ 198.39 $ 198.18 0.1 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 September 30, 2022 Percent of Revenue September 30, 2021 Percent of Revenue Change Percent Change Operating revenue $ 114,421 100.0 % $ 78,173 100.0 % $ 36,248 46.4 % Operating expenses: Purchased transportation 28,610 25.0 22,984 29.4 5,626 24.5 Salaries, wages and employee benefits 17,945 15.7 17,596 22.5 349 2.0 Operating leases 9,146 8.0 5,856 7.5 3,290 56.2 Depreciation and amortization 4,129 3.6 2,616 3.3 1,513 57.8 Insurance and claims 2,241 2.0 2,708 3.5 (467 ) (17.2 ) Fuel expense 3,899 3.4 2,231 2.9 1,668 74.8 Other operating expenses 31,841 27.8 15,470 19.8 16,371 105.8 Total operating expenses 97,811 85.5 69,461 88.9 28,350 40.8 Income from operations $ 16,610 14.5 % $ 8,712 11.1 % $ 7,898 90.7 % Intermodal Operating Statistics Three Months Ended September 30, 2022 September 30 2021 Percent Change Drayage shipments 89,236 91,774 (2.8 )% Drayage revenue per shipment $ 1,203 $ 742 62.1 % Forward Air Corporation Condensed Consolidated Balance Sheets (In thousands) (Unaudited) September 30, 2022 December 31, 2021 Assets Current assets: Cash and cash equivalents $ 46,846 $ 37,316 Accounts receivable, net 247,730 208,085 Other receivables, net — 8,097 Other current assets 18,391 29,309 Total current assets 312,967 282,807 Property and equipment, net 230,924 219,095 Operating lease right-of-use assets 147,283 148,198 Goodwill 288,496 266,752 Other acquired intangibles, net 155,161 154,717 Other assets 51,228 46,254 Total assets $ 1,186,059 $ 1,117,823 Liabilities and Shareholders’ Equity Current liabilities: Accounts payable $ 50,666 $ 44,837 Accrued expenses 67,980 61,621 Other current liabilities 4,411 4,614 Current portion of debt and finance lease obligations 7,891 6,088 Current portion of operating lease liabilities 48,611 47,532 Total current liabilities 179,559 164,692 Finance lease obligations, less current portion 11,134 9,571 Long-term debt, less current portion and debt issuance costs 106,934 155,466 Operating lease liabilities, less current portion 102,889 101,409 Other long-term liabilities 57,476 49,624 Deferred income taxes 45,369 43,407 Shareholders’ equity: Preferred stock — — Common stock 266 270 Additional paid-in capital 267,809 258,474 Retained earnings 414,623 334,910 Total shareholders’ equity 682,698 593,654 Total liabilities and shareholders’ equity $ 1,186,059 $ 1,117,823 Forward Air Corporation Condensed Consolidated Statements of Cash Flows (In thousands) (Unaudited) Three Months Ended September 30, 2022 September 30 2021 Operating activities: Net income from continuing operations $ 52,133 $ 30,503 Adjustments to reconcile net income of continuing operations to net cash provided by operating activities of continuing operations Depreciation and amortization 12,269 9,416 Change in fair value of earn-out liability — — Share-based compensation expense 2,676 2,601 Provision for revenue adjustments 4,368 1,979 Deferred income tax expense (benefit) — (812 ) Other (966 ) 217 Changes in operating assets and liabilities, net of effects from the purchase of acquired businesses: Accounts receivable (6,421 ) 1,932 Other receivables 1,004 (727 ) Other current and noncurrent assets 2,825 1,452 Accounts payable, accrued expenses and long-term liabilities 16,106 (3,470 ) Net cash provided by operating activities of continuing operations 83,994 43,091 Investing activities: Proceeds from sale of property and equipment 656 1,025 Purchases of property and equipment (6,728 ) (14,440 ) Purchases of a business, net of cash acquired — (510 ) Net cash used in investing activities of continuing operations (6,072 ) (13,925 ) Financing activities: Repayments of finance lease obligations (1,626 ) (492 ) Payment of debt issuance costs — (119 ) Payments on credit facility (40,375 ) — Payment of earn-out liability — (6,519 ) Proceeds from issuance of common stock upon stock option exercises — — Payments of dividends to shareholders (6,467 ) (5,705 ) Repurchases and retirement of common stock (29,994 ) (14,997 ) Payment of minimum tax withholdings on share-based awards — (248 ) Contributions from subsidiary held for sale — — Net cash used in financing activities from continuing operations (78,462 ) (28,080 ) Net (decrease) increase in cash and cash equivalents of continuing operations (540 ) 1,086 Cash from discontinued operation: Net cash used in operating activities of discontinued operation — — Net cash provided by investing activities of discontinued operation — — Net cash used in financing activities of discontinued operation — — Net (decrease) increase in cash and cash equivalents (540 ) 1,086 Cash and cash equivalents at beginning of period of continuing operations 47,386 50,844 Cash at beginning of period of discontinued operation — — Net (decrease) increase in cash and cash equivalents (540 ) 1,086 Less: cash at end of period of discontinued operation — — Cash and cash equivalents at end of period of continuing operations $ 46,846 $ 51,930 Forward Air Corporation Condensed Consolidated Statements of Cash Flows (In thousands) (Unaudited) Nine Months Ended September 30, 2022 September 30, 2021 Operating activities: Net income from continuing operations $ 150,249 $ 77,894 Adjustments to reconcile net income of continuing operations to net cash provided by operating activities of continuing operations Depreciation and amortization 34,994 28,067 Change in fair value of earn-out liability (294 ) (385 ) Share-based compensation expense 8,743 8,179 Provision for revenue adjustments 7,302 5,504 Deferred income tax expense (benefit) 1,962 (1,384 ) Other 417 406 Changes in operating assets and liabilities, net of effects from the purchase of acquired businesses: Accounts receivable (43,172 ) (49,086 ) Other receivables 8,097 (14,218 ) Other current and noncurrent assets 6,743 8,198 Accounts payable, accrued expenses and other long-term liabilities 21,773 19,577 Net cash provided by operating activities of continuing operations 196,814 82,752 Investing activities: Proceeds from sale of property and equipment 1,423 2,339 Purchases of property and equipment (25,401 ) (23,015 ) Purchases of a business, net of cash acquired (40,433 ) (23,053 ) Net cash used in investing activities of continuing operations (64,411 ) (43,729 ) Financing activities: Repayments of finance lease obligations (4,209 ) (1,445 ) Proceeds from credit facility — 45,000 Payment of debt issuance costs — (119 ) Payments on credit facility (48,625 ) — Payment of earn-out liability (91 ) (6,519 ) Proceeds from issuance of common stock upon stock option exercises 206 3,563 Payments of dividends to shareholders (19,461 ) (17,270 ) Repurchases and retirement of common stock (47,774 ) (48,989 ) Proceeds from common stock issued under employee stock purchase plan 374 388 Payment of minimum tax withholdings on share-based awards (3,293 ) (3,074 ) Contributions from subsidiary held for sale — 1,118 Net cash used in financing activities from continuing operations (122,873 ) (27,347 ) Net increase in cash and cash equivalents of continuing operations 9,530 11,676 Cash from discontinued operation: Net cash used in operating activities of discontinued operation — (6,902 ) Net cash provided by investing activities of discontinued operation — 8,020 Net cash used in financing activities of discontinued operation — (1,118 ) Net increase in cash and cash equivalents 9,530 11,676 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 in cash and cash equivalents 9,530 11,676 Less: cash at end of period of discontinued operation — — Cash and cash equivalents at end of period of continuing operations $ 46,846 $ 51,930 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, 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 nine months ended September 30, 2022 and 2021 (in thousands): Three Months Ended Nine Months Ended Continuing Operations September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Net income $ 52,133 $ 30,503 $ 150,249 $ 77,894 Interest expense 1,544 973 3,521 3,461 Income tax expense 17,988 11,000 50,791 25,969 Depreciation and amortization 12,269 9,416 34,994 28,067 EBITDA $ 83,934 $ 51,892 $ 239,555 $ 135,391 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, 2022 and 2021 (in thousands): Three Months Ended Nine Months Ended Continuing Operations September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Net cash provided by operating activities $ 83,994 $ 43,091 $ 196,814 $ 82,752 Proceeds from sale of property and equipment 656 1,025 1,423 2,339 Purchases of property and equipment (6,728 ) (14,440 ) (25,401 ) (23,015 ) Free cash flow $ 77,922 $ 29,676 $ 172,836 $ 62,076 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, 2022 and 2021 (in thousands, except net income per diluted share): Three Months Ended September 30, 2022 Three Months Ended September 30, 2021 Continuing Operations Income From Operations Net Income Net Income Per Diluted Share Income From Operations Net Income1 Net Income Per Diluted Share1,2 As Reported $ 71,665 $ 52,133 $ 1.93 $ 42,476 $ 30,503 $ 1.12 Professional fees for an operational improvement project — — — 969 712 0.03 As Adjusted $ 71,665 $ 52,133 $ 1.93 $ 43,445 $ 31,215 $ 1.14 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 $257. 2 Rounding may impact summation of amounts. Nine Months Ended September 30, 2022 Nine Months Ended September 30, 2021 Continuing Operations Income From Operations Net Income1 Net Income Per Diluted Share1,3 Income From Operations Net Income2 Net Income Per Diluted Share2,3 As Reported $ 204,561 $ 150,249 $ 5.53 $ 107,324 $ 77,894 $ 2.83 Professional fees for an operational improvement project — — — 969 727 0.03 Professional fees for cybersecurity and shareholder engagement activities — — — 6,955 5,216 0.19 Change in the fair value of the earn-out liability (294 ) (220 ) (0.01 ) (385 ) (289 ) (0.01 ) As Adjusted $ 204,267 $ 150,029 $ 5.53 $ 114,863 $ 83,548 $ 3.03 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 ($74). 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 $1,885. 3 Rounding may impact summation of amounts. 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, 2021: Net Income Per Diluted Share1 Continuing Operations Three Months Ended December 31, 2021 As reported $ 1.40 Change in the fair value of the earn-out liability — As adjusted $ 1.40 1 Net income per diluted share is after tax The following information is provided to supplement this press release. Actual - Continuing Operations Three Months Ended September 30, 2022 Net income from continuing operations $ 52,133 Income allocated to participating securities (325 ) Numerator for diluted net income per share - net income $ 51,808 Weighted-average common shares and common share equivalent outstanding - diluted 26,902 Diluted net income per share $ 1.93 Projected Full Year 2022 Projected tax rate - continuing operations 25.6 % Projected purchases of property and equipment, net of proceeds from sale of property and equipment $ 38,000 Projected December 31, 2022 Projected weighted-average common shares and common share equivalent outstanding - diluted 26,900 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 expected fourth quarter 2022 revenue, revenue growth, net income per diluted share, adjusted net income per diluted share and volume, expectations regarding continued momentum in our business into 2023 and 2024, expectations regarding expansion of operating margins, and the future of declaration of dividends. 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, changes in fuel prices and/or fuel taxes, a decrease in demand for transportation services, pricing pressure, changes in freight volume, 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, loss of a major customer, increasing competition,, 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. View source version on businesswire.com: https://www.businesswire.com/news/home/20221026005979/en/Contacts Forward Air Corporation Brandon Hammer, 423-636-7173 bhammer@forwardair.com
Third quarter all-time record reported revenue, income from operations and net income per diluted share Guides record fourth quarter revenue and net income per diluted share
Forward Air Corporation (NASDAQ:FWRD) (the “Company”, “we”, “our”, or “us”) today reported financial results for the three and nine months ended September 30, 2022 as presented in the tables below on a continuing operations basis. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20221026005979/en/Forward Air Corporation Reports Third Quarter 2022 Results (Photo: Business Wire) Tom Schmitt, Chairman, President and CEO, commenting on third quarter results from continuing operations said, “Our third quarter reported revenue, net income and net income per diluted share represent the best third quarter financial performance in the Company’s history and each set all-time third quarter records. Our collaboration with customers on selecting, handling, and pricing higher quality freight led to our strong third quarter financial performance with our less-than-truckload line of business reporting continued improvement in revenue per shipment and revenue per hundredweight over the same period last year. Our reported net income per diluted share of $1.93 exceeded the high end of our $1.88 to $1.92 guidance range, and our third quarter revenue growth of 22% came within the guidance range of 20% to 24%.” Mr. Schmitt continued, “We are winning in a softer environment. While tonnage is down through the first few weeks of October, our performance levers work - from more live events business to near record low levels of outside miles. We therefore expect the fourth quarter to be more profitable than the third quarter, and 2023 net income per diluted share to be higher than 2022 net income per diluted share.” In closing, Mr. Schmitt said, “I want to thank our employees and independent contractors for their remarkable efforts. Their commitment to Forward Air and its customers has been incredible.” Regarding the Company’s fourth quarter 2022 continuing operations guidance, Rebecca J. Garbrick, CFO, said, “We expect our year-over-year revenue growth will be 7% to 11% and net income per diluted share to be between $1.98 to $2.02, compared to reported and adjusted net income per diluted share of $1.40 in the fourth quarter of 2021.” Continuing Operations Three Months Ended (in thousands, except per share data) September 30, 2022 September 30, 2021 Change Percent Change Operating revenue $ 510,023 $ 419,625 $ 90,398 21.5 % Income from operations $ 71,665 $ 42,476 $ 29,189 68.7 % Operating margin 14.1 % 10.1 % 400 bps Net income $ 52,133 $ 30,503 $ 21,630 70.9 % Net income per diluted share $ 1.93 $ 1.12 $ 0.81 72.3 % Cash provided by operating activities $ 83,994 $ 43,091 $ 40,903 94.9 % Non-GAAP Financial Measures: 1 Adjusted income from operations $ 71,665 $ 43,445 $ 28,220 65.0 % Adjusted net income $ 52,133 $ 31,215 $ 20,918 67.0 % Adjusted net income per diluted share $ 1.93 $ 1.14 $ 0.79 69.3 % EBITDA $ 83,934 $ 51,892 $ 32,042 61.7 % Free cash flow $ 77,922 $ 29,676 $ 48,246 162.6 % 1 Reconciliation of these non-GAAP financial measures are provided below the financial tables. Continuing Operations Nine Months Ended (in thousands, except per share data) September 30, 2022 September 30, 2021 Change Percent Change Operating revenue $ 1,492,203 $ 1,202,498 $ 289,705 24.1 % Income from operations $ 204,561 $ 107,324 $ 97,237 90.6 % Operating margin 13.7 % 8.9 % 480 bps Net income $ 150,249 $ 77,894 $ 72,355 92.9 % Net income per diluted share $ 5.53 $ 2.83 $ 2.70 95.4 % Cash provided by operating activities $ 196,814 $ 82,752 $ 114,062 137.8 % Non-GAAP Financial Measures: 1 Adjusted income from operations $ 204,267 $ 114,863 $ 89,404 77.8 % Adjusted net income $ 150,029 $ 83,548 $ 66,481 79.6 % Adjusted net income per diluted share $ 5.53 $ 3.03 $ 2.50 82.5 % EBITDA $ 239,555 $ 135,391 $ 104,164 76.9 % Free cash flow $ 172,836 $ 62,076 $ 110,760 178.4 % 1 Reconciliation of these non-GAAP financial measures are provided below the financial tables. On October 25, 2022, 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 23, 2022 and is expected to be paid on December 8, 2022. 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 2022, 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 third quarter 2022 results on Thursday, October 27, 2022 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) 291-5490, Access Code: 6420664. 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 and Canada. 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 Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Operating revenue: Expedited Freight $ 395,635 $ 341,557 $ 1,181,083 $ 997,478 Intermodal 114,421 78,173 311,272 205,820 Eliminations and other operations (33 ) (105 ) (152 ) (800 ) Operating revenues 510,023 419,625 1,492,203 1,202,498 Operating expenses: Purchased transportation 229,326 205,474 693,648 605,299 Salaries, wages and employee benefits 90,755 84,410 263,194 243,948 Operating leases 24,965 20,536 71,097 60,073 Depreciation and amortization 12,269 9,416 34,994 28,067 Insurance and claims 12,093 9,984 37,257 30,616 Fuel expense 6,772 4,457 20,951 12,218 Other operating expenses 62,178 42,872 166,501 114,953 Total operating expenses 438,358 377,149 1,287,642 1,095,174 Income (loss) from continuing operations: Expedited Freight 56,304 34,636 167,091 93,854 Intermodal 16,610 8,712 43,005 21,607 Other Operations (1,249 ) (872 ) (5,535 ) (8,137 ) Income from continuing operations 71,665 42,476 204,561 107,324 Other expense: Interest expense (1,544 ) (973 ) (3,521 ) (3,461 ) Total other expense (1,544 ) (973 ) (3,521 ) (3,461 ) Income before income taxes 70,121 41,503 201,040 103,863 Income tax expense 17,988 11,000 50,791 25,969 Net income from continuing operations 52,133 30,503 150,249 77,894 Loss from discontinued operation, net of tax — (6,967 ) — (12,500 ) Net income and comprehensive income $ 52,133 $ 23,536 $ 150,249 $ 65,394 Net income per share: Basic net income (loss) per share Continuing operations $ 1.94 $ 1.12 $ 5.56 $ 2.84 Discontinued operation — (0.26 ) — (0.46 ) Net income per basic share $ 1.94 $ 0.86 $ 5.56 $ 2.39 Diluted net income (loss) per share Continuing operations $ 1.93 $ 1.12 $ 5.53 $ 2.83 Discontinued operation — (0.26 ) — (0.46 ) Net income per diluted share $ 1.93 $ 0.86 $ 5.53 $ 2.37 Dividends per share $ 0.24 $ 0.21 $ 0.72 $ 0.63 Expedited Freight Segment Information (In thousands) (Unaudited) Three Months Ended September 30, 2022 Percent of Revenue September 30, 2021 Percent of Revenue Change Percent Change Operating revenue: Network 1 $ 240,482 60.8 % $ 199,360 58.4 % $ 41,122 20.6 % Truckload 55,607 14.1 53,651 15.7 1,956 3.6 Final Mile 76,822 19.4 71,355 20.9 5,467 7.7 Other 22,724 5.7 17,191 5.0 5,533 32.2 Total operating revenue 395,635 100.0 341,557 100.0 54,078 15.8 Operating expenses: Purchased transportation 200,783 50.7 182,596 53.5 18,187 10.0 Salaries, wages and employee benefits 71,543 18.1 65,898 19.3 5,645 8.6 Operating leases 15,819 4.0 14,687 4.3 1,132 7.7 Depreciation and amortization 8,140 2.1 6,784 2.0 1,356 20.0 Insurance and claims 9,196 2.3 8,074 2.4 1,122 13.9 Fuel expense 2,873 0.7 2,225 0.7 648 29.1 Other operating expenses 30,977 7.8 26,657 7.8 4,320 16.2 Total operating expenses 339,331 85.8 306,921 89.9 32,410 10.6 Income from operations $ 56,304 14.2 % $ 34,636 10.1 % $ 21,668 62.6 % 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 September 30, 2022 September 30, 2021 Percent Change Business days 64 64 — % Tonnage 1,2 Total pounds 698,004 687,816 1.5 Pounds per day 10,906 10,747 1.5 Shipments 1,2 Total shipments 916 845 8.4 Shipments per day 14.3 13.2 8.3 Weight per shipment 762 814 (6.4 ) Revenue per hundredweight 3 $ 34.70 $ 29.32 18.3 Revenue per hundredweight, ex fuel 3 $ 26.05 $ 24.34 7.0 Revenue per shipment 3 $ 264.30 $ 238.68 10.7 Revenue per shipment, ex fuel 3 $ 198.39 $ 198.18 0.1 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 September 30, 2022 Percent of Revenue September 30, 2021 Percent of Revenue Change Percent Change Operating revenue $ 114,421 100.0 % $ 78,173 100.0 % $ 36,248 46.4 % Operating expenses: Purchased transportation 28,610 25.0 22,984 29.4 5,626 24.5 Salaries, wages and employee benefits 17,945 15.7 17,596 22.5 349 2.0 Operating leases 9,146 8.0 5,856 7.5 3,290 56.2 Depreciation and amortization 4,129 3.6 2,616 3.3 1,513 57.8 Insurance and claims 2,241 2.0 2,708 3.5 (467 ) (17.2 ) Fuel expense 3,899 3.4 2,231 2.9 1,668 74.8 Other operating expenses 31,841 27.8 15,470 19.8 16,371 105.8 Total operating expenses 97,811 85.5 69,461 88.9 28,350 40.8 Income from operations $ 16,610 14.5 % $ 8,712 11.1 % $ 7,898 90.7 % Intermodal Operating Statistics Three Months Ended September 30, 2022 September 30 2021 Percent Change Drayage shipments 89,236 91,774 (2.8 )% Drayage revenue per shipment $ 1,203 $ 742 62.1 % Forward Air Corporation Condensed Consolidated Balance Sheets (In thousands) (Unaudited) September 30, 2022 December 31, 2021 Assets Current assets: Cash and cash equivalents $ 46,846 $ 37,316 Accounts receivable, net 247,730 208,085 Other receivables, net — 8,097 Other current assets 18,391 29,309 Total current assets 312,967 282,807 Property and equipment, net 230,924 219,095 Operating lease right-of-use assets 147,283 148,198 Goodwill 288,496 266,752 Other acquired intangibles, net 155,161 154,717 Other assets 51,228 46,254 Total assets $ 1,186,059 $ 1,117,823 Liabilities and Shareholders’ Equity Current liabilities: Accounts payable $ 50,666 $ 44,837 Accrued expenses 67,980 61,621 Other current liabilities 4,411 4,614 Current portion of debt and finance lease obligations 7,891 6,088 Current portion of operating lease liabilities 48,611 47,532 Total current liabilities 179,559 164,692 Finance lease obligations, less current portion 11,134 9,571 Long-term debt, less current portion and debt issuance costs 106,934 155,466 Operating lease liabilities, less current portion 102,889 101,409 Other long-term liabilities 57,476 49,624 Deferred income taxes 45,369 43,407 Shareholders’ equity: Preferred stock — — Common stock 266 270 Additional paid-in capital 267,809 258,474 Retained earnings 414,623 334,910 Total shareholders’ equity 682,698 593,654 Total liabilities and shareholders’ equity $ 1,186,059 $ 1,117,823 Forward Air Corporation Condensed Consolidated Statements of Cash Flows (In thousands) (Unaudited) Three Months Ended September 30, 2022 September 30 2021 Operating activities: Net income from continuing operations $ 52,133 $ 30,503 Adjustments to reconcile net income of continuing operations to net cash provided by operating activities of continuing operations Depreciation and amortization 12,269 9,416 Change in fair value of earn-out liability — — Share-based compensation expense 2,676 2,601 Provision for revenue adjustments 4,368 1,979 Deferred income tax expense (benefit) — (812 ) Other (966 ) 217 Changes in operating assets and liabilities, net of effects from the purchase of acquired businesses: Accounts receivable (6,421 ) 1,932 Other receivables 1,004 (727 ) Other current and noncurrent assets 2,825 1,452 Accounts payable, accrued expenses and long-term liabilities 16,106 (3,470 ) Net cash provided by operating activities of continuing operations 83,994 43,091 Investing activities: Proceeds from sale of property and equipment 656 1,025 Purchases of property and equipment (6,728 ) (14,440 ) Purchases of a business, net of cash acquired — (510 ) Net cash used in investing activities of continuing operations (6,072 ) (13,925 ) Financing activities: Repayments of finance lease obligations (1,626 ) (492 ) Payment of debt issuance costs — (119 ) Payments on credit facility (40,375 ) — Payment of earn-out liability — (6,519 ) Proceeds from issuance of common stock upon stock option exercises — — Payments of dividends to shareholders (6,467 ) (5,705 ) Repurchases and retirement of common stock (29,994 ) (14,997 ) Payment of minimum tax withholdings on share-based awards — (248 ) Contributions from subsidiary held for sale — — Net cash used in financing activities from continuing operations (78,462 ) (28,080 ) Net (decrease) increase in cash and cash equivalents of continuing operations (540 ) 1,086 Cash from discontinued operation: Net cash used in operating activities of discontinued operation — — Net cash provided by investing activities of discontinued operation — — Net cash used in financing activities of discontinued operation — — Net (decrease) increase in cash and cash equivalents (540 ) 1,086 Cash and cash equivalents at beginning of period of continuing operations 47,386 50,844 Cash at beginning of period of discontinued operation — — Net (decrease) increase in cash and cash equivalents (540 ) 1,086 Less: cash at end of period of discontinued operation — — Cash and cash equivalents at end of period of continuing operations $ 46,846 $ 51,930 Forward Air Corporation Condensed Consolidated Statements of Cash Flows (In thousands) (Unaudited) Nine Months Ended September 30, 2022 September 30, 2021 Operating activities: Net income from continuing operations $ 150,249 $ 77,894 Adjustments to reconcile net income of continuing operations to net cash provided by operating activities of continuing operations Depreciation and amortization 34,994 28,067 Change in fair value of earn-out liability (294 ) (385 ) Share-based compensation expense 8,743 8,179 Provision for revenue adjustments 7,302 5,504 Deferred income tax expense (benefit) 1,962 (1,384 ) Other 417 406 Changes in operating assets and liabilities, net of effects from the purchase of acquired businesses: Accounts receivable (43,172 ) (49,086 ) Other receivables 8,097 (14,218 ) Other current and noncurrent assets 6,743 8,198 Accounts payable, accrued expenses and other long-term liabilities 21,773 19,577 Net cash provided by operating activities of continuing operations 196,814 82,752 Investing activities: Proceeds from sale of property and equipment 1,423 2,339 Purchases of property and equipment (25,401 ) (23,015 ) Purchases of a business, net of cash acquired (40,433 ) (23,053 ) Net cash used in investing activities of continuing operations (64,411 ) (43,729 ) Financing activities: Repayments of finance lease obligations (4,209 ) (1,445 ) Proceeds from credit facility — 45,000 Payment of debt issuance costs — (119 ) Payments on credit facility (48,625 ) — Payment of earn-out liability (91 ) (6,519 ) Proceeds from issuance of common stock upon stock option exercises 206 3,563 Payments of dividends to shareholders (19,461 ) (17,270 ) Repurchases and retirement of common stock (47,774 ) (48,989 ) Proceeds from common stock issued under employee stock purchase plan 374 388 Payment of minimum tax withholdings on share-based awards (3,293 ) (3,074 ) Contributions from subsidiary held for sale — 1,118 Net cash used in financing activities from continuing operations (122,873 ) (27,347 ) Net increase in cash and cash equivalents of continuing operations 9,530 11,676 Cash from discontinued operation: Net cash used in operating activities of discontinued operation — (6,902 ) Net cash provided by investing activities of discontinued operation — 8,020 Net cash used in financing activities of discontinued operation — (1,118 ) Net increase in cash and cash equivalents 9,530 11,676 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 in cash and cash equivalents 9,530 11,676 Less: cash at end of period of discontinued operation — — Cash and cash equivalents at end of period of continuing operations $ 46,846 $ 51,930 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, 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 nine months ended September 30, 2022 and 2021 (in thousands): Three Months Ended Nine Months Ended Continuing Operations September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Net income $ 52,133 $ 30,503 $ 150,249 $ 77,894 Interest expense 1,544 973 3,521 3,461 Income tax expense 17,988 11,000 50,791 25,969 Depreciation and amortization 12,269 9,416 34,994 28,067 EBITDA $ 83,934 $ 51,892 $ 239,555 $ 135,391 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, 2022 and 2021 (in thousands): Three Months Ended Nine Months Ended Continuing Operations September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Net cash provided by operating activities $ 83,994 $ 43,091 $ 196,814 $ 82,752 Proceeds from sale of property and equipment 656 1,025 1,423 2,339 Purchases of property and equipment (6,728 ) (14,440 ) (25,401 ) (23,015 ) Free cash flow $ 77,922 $ 29,676 $ 172,836 $ 62,076 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, 2022 and 2021 (in thousands, except net income per diluted share): Three Months Ended September 30, 2022 Three Months Ended September 30, 2021 Continuing Operations Income From Operations Net Income Net Income Per Diluted Share Income From Operations Net Income1 Net Income Per Diluted Share1,2 As Reported $ 71,665 $ 52,133 $ 1.93 $ 42,476 $ 30,503 $ 1.12 Professional fees for an operational improvement project — — — 969 712 0.03 As Adjusted $ 71,665 $ 52,133 $ 1.93 $ 43,445 $ 31,215 $ 1.14 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 $257. 2 Rounding may impact summation of amounts. Nine Months Ended September 30, 2022 Nine Months Ended September 30, 2021 Continuing Operations Income From Operations Net Income1 Net Income Per Diluted Share1,3 Income From Operations Net Income2 Net Income Per Diluted Share2,3 As Reported $ 204,561 $ 150,249 $ 5.53 $ 107,324 $ 77,894 $ 2.83 Professional fees for an operational improvement project — — — 969 727 0.03 Professional fees for cybersecurity and shareholder engagement activities — — — 6,955 5,216 0.19 Change in the fair value of the earn-out liability (294 ) (220 ) (0.01 ) (385 ) (289 ) (0.01 ) As Adjusted $ 204,267 $ 150,029 $ 5.53 $ 114,863 $ 83,548 $ 3.03 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 ($74). 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 $1,885. 3 Rounding may impact summation of amounts. 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, 2021: Net Income Per Diluted Share1 Continuing Operations Three Months Ended December 31, 2021 As reported $ 1.40 Change in the fair value of the earn-out liability — As adjusted $ 1.40 1 Net income per diluted share is after tax The following information is provided to supplement this press release. Actual - Continuing Operations Three Months Ended September 30, 2022 Net income from continuing operations $ 52,133 Income allocated to participating securities (325 ) Numerator for diluted net income per share - net income $ 51,808 Weighted-average common shares and common share equivalent outstanding - diluted 26,902 Diluted net income per share $ 1.93 Projected Full Year 2022 Projected tax rate - continuing operations 25.6 % Projected purchases of property and equipment, net of proceeds from sale of property and equipment $ 38,000 Projected December 31, 2022 Projected weighted-average common shares and common share equivalent outstanding - diluted 26,900 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 expected fourth quarter 2022 revenue, revenue growth, net income per diluted share, adjusted net income per diluted share and volume, expectations regarding continued momentum in our business into 2023 and 2024, expectations regarding expansion of operating margins, and the future of declaration of dividends. 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, changes in fuel prices and/or fuel taxes, a decrease in demand for transportation services, pricing pressure, changes in freight volume, 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, loss of a major customer, increasing competition,, 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. View source version on businesswire.com: https://www.businesswire.com/news/home/20221026005979/en/
