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Published: 2021-10-27 19:22:45 ET
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EX-99.1 2 exhibit991q32021pressrelea.htm EX-99.1 Document

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NEWS RELEASE

FORWARD AIR CORPORATION REPORTS THIRD QUARTER 2021 RESULTS
Achieves highest ever monthly net income for the month of September
Reports record quarterly income from operations and net income per diluted share
Guides record full year 2021 revenue and net income per diluted share

GREENEVILLE, Tenn.- (BUSINESS WIRE) - October 27, 2021 - Forward Air Corporation (NASDAQ:FWRD) (the “Company”, “we”, “our”, or “us”) today reported financial results for the three and nine months ended September 30, 2021 as presented in the tables below on a continuing operations basis (Pool Distribution was previously reported as a discontinued operation).

Tom Schmitt, Chairman, President and CEO, commenting on third quarter results from continuing operations said, “During the months of July and August, we completed a process of cleansing our inefficient freight and replacing with higher quality freight. Our surgical collaboration with customers on selecting, handling, and pricing freight led to the highest ever monthly net income for the month of September with our less-than-truckload line of business reporting record levels in weight per shipment and revenue per shipment. Business momentum combined with the completion of our cleanse process culminated in record quarterly reported income from operations of $42.5 million and adjusted income from operations of $43.4 million. Our record reported net income per diluted share of $1.12 and adjusted net income per diluted share of $1.14 exceeded the high end of our $1.03 to $1.07 guidance range. Our third quarter revenue growth of 26% was slightly below the low end of our guidance range of 28% to 32%.”

Mr. Schmitt continued, “I am very encouraged by the results in the month of September, in particular the strong operating margin expansion in the Expedited Freight segment. We expect volumes in the fourth quarter 2021 to exceed volumes for the same period of 2020. Through October, our volumes were strong year-over-year. Our guidance reflects a record full year 2021 revenue and net income per diluted share. We fully expect our momentum to continue into 2022 and 2023. As we continue to execute upon our strategic priorities, our full year 2023 targets include revenue of $2.0 billion to $2.6 billion and net income per diluted share of $6.30 to $6.70.”

In closing, Mr. Schmitt said, “In the third quarter, we achieved the highest income from operations and net income per diluted share for a quarter in the history of the Company. I would like to thank all of our teammates and independent contractors for their hard work in helping to achieve this important milestone.”

Regarding the Company’s fourth quarter 2021 continuing operations guidance, Rebecca J. Garbrick, CFO, said, “We expect our year-over-year revenue growth will be 23% to 27% and net income per diluted share to be between $1.25 to $1.29, compared to reported net income per diluted share of $0.55 and adjusted net income per diluted share of $0.62 in the fourth quarter of 2020. Our full year 2021 net income per diluted share is expected to be between $4.08 to $4.12 and adjusted net income per diluted share to be between $4.30 to $4.34, compared to reported net income per diluted share of $1.89 and adjusted net income per diluted share of $1.99 in 2020.”



Continuing OperationsThree Months Ended
(in thousands, except per share data)September 30, 2021September 30, 2020 ChangePercent Change
Operating revenue$419,625 $331,997 $87,628 26.4 %
Income from operations $42,476 $23,510 $18,966 80.7 %
Operating margin10.1 %7.1 %300 bps
Net income$30,503 $16,992 $13,511 79.5 %
Net income per diluted share$1.12 $0.61 $0.51 83.6 %
Cash provided by operating activities$42,581 $20,564 $22,017 107.1 %
Non-GAAP Financial Measures: 1
Adjusted income from operations$43,445 $25,810 $17,635 68.3 %
Adjusted net income$31,215 $18,752 $12,463 66.5 %
Adjusted net income per diluted share$1.14 $0.67 $0.47 70.1 %
EBITDA$51,892 $32,682 $19,210 58.8 %
Free cash flow$29,166 $18,766 $10,400 55.4 %
1 Reconciliation of these non-GAAP financial measures are provided below the financial tables.

Continuing OperationsNine Months Ended
(in thousands, except per share data)September 30, 2021September 30, 2020 ChangePercent Change
Operating revenue$1,202,498 $919,232 $283,266 30.8 %
Income from operations $107,324 $53,198 $54,126 101.7 %
Operating margin8.9 %5.8 %310 bps
Net income$77,894 $37,634 $40,260 107.0 %
Net income per diluted share$2.83 $1.35 $1.48 109.6 %
Cash provided by operating activities$82,242 $80,493 $1,749 2.2 %
Non-GAAP Financial Measures: 1
Adjusted income from operations$115,248 $54,343 $60,905 112.1 %
Adjusted net income$83,837 $38,498 $45,339 117.8 %
Adjusted net income per diluted share$3.05 $1.38 $1.67 121.0 %
EBITDA$135,391 $81,117 $54,274 66.9 %
Free cash flow$61,566 $65,469 $(3,903)(6.0)%
1 Reconciliation of these non-GAAP financial measures are provided below the financial tables.

On October 26, 2021, our Board of Directors declared a quarterly cash dividend of $0.21 per share of common stock. The dividend is payable to shareholders of record at the close of business on November 24, 2021 and is expected to be paid on December 9, 2021. This quarterly dividend is made pursuant to a cash dividend policy approved by the Board of Directors, which anticipates a total annual dividend of $0.84 for the full year 2021, payable in quarterly increments of $0.21 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. In addition, Pool assets and liabilities were reflected as “held for sale” on the Condensed Consolidated Balance Sheets in this press release for the prior period.
2


Review of Financial Results
Forward Air will hold a conference call to discuss third quarter 2021 results on Thursday, October 28, 2021 at 9:00 a.m. EDT. The Company’s conference call will be available online on the Investor Relations portion of the Company’s website at www.forwardaircorp.com, or by dialing (877) 226-8189, Access Code: 2220892.

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 freight and logistics company that provides 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. For more information, visit our website at www.forwardaircorp.com.
3

Forward Air Corporation
Condensed Consolidated Statements of Comprehensive Income
(Unaudited, in thousands, except per share data)
 Three Months EndedNine Months Ended
September 30,
2021		September 30,
2020		September 30,
2021		September 30,
2020
Operating revenue:
Expedited Freight$341,557 $283,514 $997,478 $772,801 
Intermodal78,173 48,948 205,820 147,836 
Eliminations and other operations(105)(465)(800)(1,405)
Operating revenues419,625 331,997 1,202,498 919,232 
Operating expenses:    
Purchased transportation205,474 173,054 605,299 465,721 
Salaries, wages and employee benefits84,410 66,927 243,948 200,258 
Operating leases20,536 17,327 60,073 52,598 
Depreciation and amortization9,416 9,172 28,067 27,919 
Insurance and claims9,984 8,671 30,616 26,437 
Fuel expense4,457 2,715 12,218 9,247 
Other operating expenses42,872 30,621 114,953 83,854 
Total operating expenses377,149 308,487 1,095,174 866,034 
Income (loss) from continuing operations:
Expedited Freight34,636 23,461 93,854 50,394 
Intermodal8,712 4,837 21,607 12,963 
Other Operations(872)(4,788)(8,137)(10,159)
Income from continuing operations42,476 23,510 107,324 53,198 
Other expense:    
Interest expense(973)(1,304)(3,461)(3,355)
Total other expense(973)(1,304)(3,461)(3,355)
Income before income taxes41,503 22,206 103,863 49,843 
Income tax expense11,000 5,214 25,969 12,209 
Net income from continuing operations30,503 16,992 77,894 37,634 
Loss from discontinued operation, net of tax(6,967)(345)(12,500)(9,458)
Net income and comprehensive income $23,536 $16,647 $65,394 $28,176 
Net income per share:  
Basic net income (loss) per share
Continuing operations$1.12 $0.61 $2.84 $1.35 
Discontinued operation(0.26)(0.01)(0.46)(0.34)
Net income per basic share1
$0.86 $0.60 $2.39 $1.01 
Diluted net income (loss) per share
Continuing operations$1.12 $0.61 $2.83 $1.35 
Discontinued operation(0.26)(0.01)(0.46)(0.34)
Net income per diluted share$0.86 $0.60 $2.37 $1.01 
Dividends per share$0.21 $0.18 $0.63 $0.54 
1 Rounding may impact summation of amounts.

4

Expedited Freight Segment Information
(In thousands)
(Unaudited)
Three Months Ended
 September 30,
2021		Percent of RevenueSeptember 30,
2020		Percent of RevenueChangePercent Change
Operating revenue:
Network 1
$207,656 60.8 %$169,300 59.7 %$38,356 22.7 %
Truckload53,651 15.7 49,836 17.6 3,815 7.7 
Final Mile71,355 20.9 56,994 20.1 14,361 25.2 
Other8,895 2.6 7,384 2.6 1,511 20.5 
Total operating revenue341,557 100.0 283,514 100.0 58,043 20.5 
Operating expenses:
Purchased transportation182,596 53.5 156,078 55.1 26,518 17.0 
Salaries, wages and employee benefits65,898 19.3 54,091 19.1 11,807 21.8 
Operating leases14,687 4.3 13,438 4.7 1,249 9.3 
Depreciation and amortization6,784 2.0 6,757 2.4 27 0.4 
Insurance and claims8,074 2.4 5,765 2.0 2,309 40.1 
Fuel expense2,225 0.7 1,544 0.5 681 44.1 
Other operating expenses26,657 7.8 22,380 7.9 4,277 19.1 
Total operating expenses306,921 89.9 260,053 91.7 46,868 18.0 
Income from operations$34,636 10.1 %$23,461 8.3 %$11,175 47.6 %
1Network revenue is comprised of all revenue, including linehaul, pickup and/or delivery, and fuel surcharge revenue, excluding accessorial, Truckload and Final Mile revenue.

5

Expedited Freight Operating Statistics
Three Months Ended
September 30,
2021		September 30,
2020		Percent Change
Business days64 64 — %
Tonnage 1,2
    Total pounds687,816 636,194 8.1 
    Pounds per day10,747 9,941 8.1 
Shipments 1,2
    Total shipments845 1,018 (17.0)
    Shipments per day13.2 15.9 (17.0)
Weight per shipment814 625 30.2 
Revenue per hundredweight 3
$29.01 $26.84 8.1 
Revenue per hundredweight, ex fuel 3
$24.73 $23.41 5.6 
Revenue per shipment 3
$240.27 $166.09 44.7 
Revenue per shipment, ex fuel 3
$205.42 $144.66 42.0 
Network revenue from door-to-door shipments as a percentage of network revenue 3,4
46.7 %51.3 %(9.0)
1 In thousands
2 Excludes accessorial, Truckload and Final Mile products
3 Includes intercompany revenue between the Network and Truckload revenue streams
4 Door-to-door shipments include all shipments with a pickup and/or delivery

6

Intermodal Segment Information
(In thousands)
(Unaudited)
Three Months Ended
 September 30,
2021		Percent of RevenueSeptember 30,
2020		Percent of RevenueChangePercent Change
Operating revenue$78,173 100.0 %$48,948 100.0 %$29,225 59.7 %
Operating expenses:
Purchased transportation22,984 29.4 17,270 35.3 5,714 33.1 
Salaries, wages and employee benefits17,596 22.5 11,637 23.8 5,959 51.2 
Operating leases5,856 7.5 3,932 8.0 1,924 48.9 
Depreciation and amortization2,616 3.3 2,356 4.8 260 11.0 
Insurance and claims2,708 3.5 2,058 4.2 650 31.6 
Fuel expense2,231 2.9 1,171 2.4 1,060 90.5 
Other operating expenses15,470 19.8 5,687 11.6 9,783 172.0 
Total operating expenses69,461 88.9 44,111 90.1 25,350 57.5 
Income from operations$8,712 11.1 %$4,837 9.9 %$3,875 80.1 %

Intermodal Operating Statistics
Three Months Ended
September 30,
2021		September 30,
2020		Percent Change
Drayage shipments91,774 74,506 23.2 %
Drayage revenue per shipment$723 $562 28.6 %
Number of locations29 24 20.8 %

7

Forward Air Corporation
Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)
 September 30,
2021		December 31, 2020
Assets
Current assets: 
Cash and cash equivalents$51,930 $40,254 
Accounts receivable, net205,165 156,490 
Other receivables14,218 — 
Other current assets17,948 28,150 
Current assets held for sale— 21,002 
Total current assets289,261 245,896 
Property and equipment396,094 380,519 
Less accumulated depreciation and amortization199,875 190,652 
Total property and equipment, net196,219 189,867 
Operating lease right-of-use assets142,623 123,338 
Goodwill254,776 244,982 
Other acquired intangibles, net of accumulated amortization142,196 145,032 
Other assets45,433 45,181 
Noncurrent assets held for sale— 53,097 
Total assets$1,070,508 $1,047,393 
Liabilities and Shareholders’ Equity 
Current liabilities: 
Accounts payable$42,885 $38,371 
Accrued expenses67,732 51,264 
Other current liabilities— 10,580 
Current portion of debt and finance lease obligations1,841 1,801 
Current portion of operating lease liabilities46,008 43,680 
Current liabilities held for sale— 25,924 
Total current liabilities158,466 171,620 
Debt and finance lease obligations, less current portion161,312 117,408 
Operating lease liabilities, less current portion97,181 80,346 
Other long-term liabilities57,354 54,129 
Deferred income taxes40,659 41,986 
Noncurrent liabilities held for sale— 34,575 
Shareholders’ equity:
Common stock270 273 
Additional paid-in capital255,071 242,916 
Retained earnings300,195 304,140 
Total shareholders’ equity555,536 547,329 
Total liabilities and shareholders’ equity$1,070,508 $1,047,393 
8

Forward Air Corporation
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
Three Months Ended
September 30,
2021		September 30,
2020
Operating activities:
Net income from continuing operations$30,503 $16,992 
Adjustments to reconcile net income of continuing operations to net cash provided by operating activities of continuing operations
Depreciation and amortization9,416 9,172 
Change in fair value of earn-out liability— 493 
Share-based compensation expense2,601 2,345 
Provision for revenue adjustments1,979 1,185 
Deferred income tax benefit(812)(351)
Other217 17 
Changes in operating assets and liabilities, net of effects from the purchase of acquired businesses:
Accounts receivable1,655 (23,415)
Other receivables(727)— 
Other current and noncurrent assets1,438 1,283 
Accounts payable and accrued expenses(3,689)12,843 
Net cash provided by operating activities of continuing operations42,581 20,564 
Investing activities:
Proceeds from sale of property and equipment1,025 427 
Purchases of property and equipment(14,440)(2,225)
Purchases of a business, net of cash acquired— — 
Net cash used in investing activities of continuing operations(13,415)(1,798)
Financing activities:
Repayments of finance lease obligations(492)147 
Payments on revolving credit facility— (20,000)
Payment of debt issuance costs(119)— 
Payment of earn-out liability(6,519)— 
Proceeds from issuance of common stock upon stock option exercises— 1,901 
Payments of dividends to shareholders(5,705)(5,003)
Repurchases and retirement of common stock(14,997)(29,989)
Proceeds from common stock issued under employee stock purchase plan— — 
Payment of minimum tax withholdings on share-based awards(248)(158)
Contributions from (distributions to) subsidiary held for sale— (3,590)
Net cash used in financing activities from continuing operations(28,080)(56,692)
Net increase (decrease) in cash of continuing operations1,086 (37,926)
Cash from discontinued operation:
Net cash used in operating activities of discontinued operation— (3,418)
Net cash used in investing activities of discontinued operation— (172)
Net cash provided by financing activities of discontinued operation— 3,590 
Net increase (decrease) in cash and cash equivalents1,086 (37,926)
Cash and cash equivalents at beginning of period of continuing operations50,844 80,916 
Cash at beginning of period of discontinued operation— — 
Net increase (decrease) in cash and cash equivalents1,086 (37,926)
Less: cash at end of period of discontinued operation— — 
Cash and cash equivalents at end of period of continuing operations$51,930 $42,990 
9

Forward Air Corporation
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
Nine Months Ended
September 30,
2021		September 30,
2020
Operating activities:
Net income from continuing operations$77,894 $37,634 
Adjustments to reconcile net income of continuing operations to net cash provided by operating activities of continuing operations
Depreciation and amortization28,067 27,919 
Change in fair value of earn-out liability(385)(2,209)
Share-based compensation expense8,179 7,852 
Provision for revenue adjustments5,504 2,972 
Deferred income tax (benefit) expense(1,384)4,317 
Other406 714 
Changes in operating assets and liabilities, net of effects from the purchase of acquired businesses:
Accounts receivable(49,363)(20,436)
Other receivables(14,218)— 
Other current and noncurrent assets8,184 1,253 
Accounts payable and accrued expenses19,358 20,477 
Net cash provided by operating activities of continuing operations82,242 80,493 
Investing activities:
Proceeds from sale of property and equipment2,339 1,415 
Purchases of property and equipment(23,015)(16,439)
Purchase of a business, net of cash acquired(22,543)(55,931)
Net cash used in investing activities of continuing operations(43,219)(70,955)
Financing activities:
Repayments of finance lease obligations(1,445)(529)
Proceeds from revolving credit facility45,000 65,000 
Payments on revolving credit facility— (20,000)
Payment of debt issuance costs(119)— 
Payment of earn-out liability(6,519)(5,284)
Proceeds from issuance of common stock upon stock option exercises3,563 1,901 
Payments of dividends to shareholders(17,270)(15,090)
Repurchases and retirement of common stock(48,989)(45,248)
Proceeds from common stock issued under employee stock purchase plan388 294 
Payment of minimum tax withholdings on share-based awards(3,074)(3,444)
Contributions from (distributions to) subsidiary held for sale1,118 (8,897)
Net cash used in financing activities from continuing operations(27,347)(31,297)
Net increase (decrease) in cash and cash equivalents of continuing operations11,676 (21,759)
Cash from discontinued operation:
Net cash used in operating activities of discontinued operation(6,902)(8,090)
Net cash provided by (used in) investing activities of discontinued operation8,020 (807)
Net cash (used in) provided by financing activities of discontinued operation(1,118)8,897 
Net increase (decrease) in cash and cash equivalents11,676 (21,759)
Cash and cash equivalents at beginning of period of continuing operations40,254 64,749 
Cash at beginning of period of discontinued operation — — 
Net increase (decrease) in cash and cash equivalents11,676 (21,759)
Less: cash at end of period of discontinued operation— — 
Cash and cash equivalents at end of period of continuing operations$51,930 $42,990 
10

Forward Air Corporation Reconciliation of Non-GAAP Financial Measures

In this press release, the Company uses non-GAAP financial measures that are derived on the basis of methodologies other than in accordance with GAAP. The Company believes that meaningful analysis of its financial performance requires an understanding of the factors underlying that performance, including an understanding of items that are non-operational. Management uses these non-GAAP financial measures in making financial, operating, compensation and planning decisions as well as evaluating the Company’s performance.

For the three and nine months ended September 30, 2021 and 2020, this press release contains the following non-GAAP financial measures: earnings before interest, taxes, depreciation and amortization (“EBITDA”), free cash flow, and reported income from continuing operations, net income, and net income per diluted share to adjusted income from continuing operations, net income, and net income per diluted share. All non-GAAP financial measures are presented on a continuing operations basis.

The Company believes that EBITDA from continuing operations 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 from continuing operations 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 these 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 from continuing operations to EBITDA from continuing operations for the three and nine months ended September 30, 2021 and 2020 (in thousands):

Three Months EndedNine Months Ended
Continuing OperationsSeptember 30, 2021September 30, 2020September 30, 2021September 30, 2020
Net income$30,503 $16,992 $77,894 $37,634 
Interest expense973 1,304 3,461 3,355 
Income tax expense11,000 5,214 25,969 12,209 
Depreciation and amortization9,416 9,172 28,067 27,919 
EBITDA$51,892 $32,682 $135,391 $81,117 

The following is a reconciliation of net cash provided by operating activities of continuing operations to free cash flow from continuing operations for the three and nine months ended September 30, 2021 and 2020 (in thousands):

Three Months EndedNine Months Ended
Continuing OperationsSeptember 30, 2021September 30, 2020September 30, 2021September 30, 2020
Net cash provided by operating activities$42,581 $20,564 $82,242 $80,493 
Proceeds from sale of property and equipment1,025 427 2,339 1,415 
Purchases of property and equipment(14,440)(2,225)(23,015)(16,439)
Free cash flow$29,166 $18,766 $61,566 $65,469 

11

The following is a reconciliation of reported income from continuing operations, net income, and net income per diluted share from continuing operations to adjusted income from continuing operations, net income, and net income per diluted share from continuing operations for the three and nine months ended September 30, 2021 and 2020 (in thousands, except net income per diluted share):

Three Months Ended September 30, 2021Three Months Ended September 30, 2020
Continuing OperationsIncome From Operations
Net Income1
Net Income Per Diluted Share1,2
Income From Operations
Net Income1
Net Income Per Diluted Share1
As Reported$42,476 $30,503 $1.12 $23,510 $16,992 $0.61 
Professional fees for an operational improvement project969 712 0.03 — — — 
Reserve for a litigated contract dispute— — — 2,300 1,760 0.06 
As Adjusted$43,445 $31,215 $1.14 $25,810 $18,752 $0.67 
1 Net income and net income per diluted share amounts are after tax
2 Rounding may impact summation of amounts.
Nine Months Ended September 30, 2021Nine Months Ended September 30, 2020
Continuing OperationsIncome From Operations
Net Income1
Net Income Per Diluted Share1
Income From Operations
Net Income1
Net Income Per Diluted Share1
As Reported$107,324 $77,894 $2.83 $53,198 $37,634 $1.35 
Professional fees for an operational improvement project969 727 0.03 — — — 
Professional fees for cybersecurity and shareholder engagement activities6,955 5,216 0.19 — — — 
Reserve for a litigated contract dispute— — — 2,300 1,736 0.06 
Change in the fair value of the earn-out liability— — — (2,152)(1,625)(0.06)
Severance expenses— — — 997 753 0.03 
As Adjusted$115,248 $83,837 $3.05 $54,343 $38,498 $1.38 
1 Net income and net income per diluted share amounts are after tax

The following is a reconciliation of targeted net income per diluted share from continuing operations to adjusted targeted net income per diluted share from continuing operations for the year ended December 31, 2021:
Continuing Operations
Net Income Per Diluted Share1
As targeted$4.08 - 4.12
Professional fees for an operational improvement project2
0.03 
Professional fees for cybersecurity and shareholder engagement activities2
0.19 
As adjusted targeted$4.30 - 4.34
1 Net income per diluted share is after tax.
2 The above reconciliation reflects adjustments to full year 2021 targeted net income per diluted share from continuing operations based on expenses incurred during the nine months ended September 30, 2021. Full year expenses could differ based on future activity.




12

The following is reconciliation of reported net income per diluted share from continuing operations to adjusted net income per diluted share from continuing operations for the three months and year ended December 31, 2020:
Net Income Per Diluted Share1
Continuing OperationsThree Months Ended December 31, 2020Year Ended December 31, 2020
As reported$0.55 $1.89 
Reserve for a litigated contract dispute— 0.06 
Change in the fair value of the earn-out liability 0.07 0.01 
Severance expenses— 0.03 
As adjusted$0.62 $1.99 
1 Net income per diluted share is after tax.


The following information is provided to supplement this press release.
Actual - Continuing OperationsThree Months Ended September 30, 2021
Net income from continuing operations$30,503 
Income allocated to participating securities(235)
Numerator for diluted income per share - net income$30,268 
Weighted-average shares outstanding - diluted27,144 
Diluted net income per share$1.12 
ProjectedFull year 2021
Projected tax rate - continuing operations25.2 %
Projected purchases of property and equipment, net of proceeds from sale of property and equipment1
$39,000 
1 Includes $22,000 for the Columbus, Ohio hub expansion
ProjectedDecember 31, 2021
Projected weighted-average shares outstanding - diluted27,300 

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Note Regarding Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “will” and similar references to future periods. Forward-looking statements included in this press release relate to expected fourth quarter 2021 revenue, revenue growth, net income per diluted share, adjusted net income per diluted share and volume, expectations regarding continued momentum in our business into 2022 and 2023, 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, 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, 2020.

Any forward-looking statement made by us in this press release is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.


SOURCE: Forward Air Corporation

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

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