Forward Air Corporation Reports Fourth Quarter 2022 Results
Forward Air Corporation (NASDAQ:FWRD) reported record financial results for Q4 and the full year 2022, with annual revenue growth of 18.7% and net income per diluted share up by 69.2%. Q4 revenue reached $481.2 million, but fell short of guidance; actual growth was 5% compared to the expected 7%-11%. Key challenges included a 12% decline in shipment sizes due to inflated inventory levels. The company remains optimistic, expecting to normalize operations and continue growing its high-value freight segment, despite forecasting Q1 2023 revenue to be flat or down 4%.
A quarterly dividend of $0.24 per share was also declared.
- Full year revenue increased by 18.7% to $1.97 billion.
- Net income per diluted share grew by 69.2% to $7.14.
- Operating margin expanded by 390 basis points to 13.5%.
- Free cash flow rose by 149.6% to $220.7 million.
- Customer count for LTL direct shippers increased by over 200%.
- Q4 revenue growth of 5% missed the guidance range of 7% to 11%.
- Net income per diluted share of $1.60 fell short of the guidance range of $1.98 to $2.02.
- Shipment sizes decreased by more than 12% due to inflated inventory levels.
Record fourth quarter and full year revenue, operating income and net income per diluted share
Full year revenue growth of
“Despite contending with these challenges that we believe are short-term in nature, we are growing new customers in our targeted areas. We grew our LTL direct shipper customer count by more than
“Changes in our freight mix continue to showcase our precision execution focus on high value freight. From 2021 to 2022, industrial and electronics shipments are up over
In closing,
“All up, despite a challenging first half we continue to target 2023 net income per diluted share to beat 2022.”
Regarding the Company’s first quarter 2023 continuing operations guidance,
Continuing Operations |
|
Three Months Ended |
||||||||||||
(in thousands, except per share data) |
|
|
|
|
|
Change |
|
Percent Change |
||||||
Operating revenue |
|
$ |
481,200 |
|
|
$ |
459,929 |
|
|
$ |
21,271 |
|
4.6 |
% |
Income from operations |
|
$ |
61,415 |
|
|
$ |
51,977 |
|
|
$ |
9,438 |
|
18.2 |
% |
Operating margin |
|
|
12.8 |
% |
|
|
11.3 |
% |
|
150 bps |
||||
Net income |
|
$ |
42,942 |
|
|
$ |
38,197 |
|
|
$ |
4,745 |
|
12.4 |
% |
Net income per diluted share |
|
$ |
1.60 |
|
|
$ |
1.40 |
|
|
$ |
0.20 |
|
14.3 |
% |
Cash provided by operating activities |
|
$ |
62,276 |
|
|
$ |
42,144 |
|
|
$ |
20,132 |
|
47.8 |
% |
|
|
|
|
|
|
|
|
|
||||||
Non-GAAP Financial Measures: 1 |
|
|
|
|
|
|
|
|
||||||
Adjusted income from operations |
|
$ |
63,449 |
|
|
$ |
51,866 |
|
|
$ |
11,583 |
|
22.3 |
% |
Adjusted net income |
|
$ |
44,402 |
|
|
$ |
38,114 |
|
|
$ |
6,288 |
|
16.5 |
% |
Adjusted net income per diluted share |
|
$ |
1.65 |
|
|
$ |
1.40 |
|
|
$ |
0.25 |
|
17.9 |
% |
EBITDA |
|
$ |
73,807 |
|
|
$ |
63,462 |
|
|
$ |
10,345 |
|
16.3 |
% |
Free cash flow |
|
$ |
47,897 |
|
|
$ |
26,354 |
|
|
$ |
21,543 |
|
81.7 |
% |
|
|
|
|
|
|
|
|
|
||||||
1 Reconciliation of these non-GAAP financial measures are provided below the financial tables. |
||||||||||||||
|
||||||||||||||
Continuing Operations |
|
Twelve Months Ended |
||||||||||||
(in thousands, except per share data) |
|
|
|
|
|
Change |
|
Percent Change |
||||||
Operating revenue |
|
$ |
1,973,403 |
|
|
$ |
1,662,427 |
|
|
$ |
310,976 |
|
18.7 |
% |
Income from operations |
|
$ |
265,976 |
|
|
$ |
159,301 |
|
|
$ |
106,675 |
|
67.0 |
% |
Operating margin |
|
|
13.5 |
% |
|
|
9.6 |
% |
|
390 bps |
||||
Net income |
|
$ |
193,191 |
|
|
$ |
116,091 |
|
|
$ |
77,100 |
|
66.4 |
% |
Net income per diluted share |
|
$ |
7.14 |
|
|
$ |
4.22 |
|
|
$ |
2.92 |
|
69.2 |
% |
Cash provided by operating activities |
|
$ |
259,090 |
|
|
$ |
124,896 |
|
|
$ |
134,194 |
|
107.4 |
% |
|
|
|
|
|
|
|
|
|
||||||
Non-GAAP Financial Measures: 1 |
|
|
|
|
|
|
|
|
||||||
Adjusted income from operations |
|
$ |
267,716 |
|
|
$ |
166,729 |
|
|
$ |
100,987 |
|
60.6 |
% |
Adjusted net income |
|
$ |
194,481 |
|
|
$ |
121,654 |
|
|
$ |
72,827 |
|
59.9 |
% |
Adjusted net income per diluted share |
|
$ |
7.18 |
|
|
$ |
4.43 |
|
|
$ |
2.75 |
|
62.1 |
% |
EBITDA |
|
$ |
313,362 |
|
|
$ |
198,853 |
|
|
$ |
114,509 |
|
57.6 |
% |
Free cash flow |
|
$ |
220,733 |
|
|
$ |
88,430 |
|
|
$ |
132,303 |
|
149.6 |
% |
|
|
|
|
|
|
|
|
|
||||||
1 Reconciliation of these non-GAAP financial measures are provided below the financial tables. |
||||||||||||||
On
This quarterly dividend is made pursuant to a cash dividend policy approved by the Board of Directors, which anticipates a total annual dividend of
The Board approved a strategy to divest the Pool Distribution business (“Pool”) on
Review of Financial Results
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
|
|||||||||||||||
Condensed Consolidated Statements of Comprehensive Income |
|||||||||||||||
(Unaudited, in thousands, except per share data) |
|||||||||||||||
|
|
|
|
||||||||||||
|
Three Months Ended |
|
Twelve Months Ended |
||||||||||||
|
2022 |
|
2021 |
|
2022 |
|
2021 |
||||||||
Operating revenue: |
|
|
|
|
|
|
|
||||||||
Expedited Freight |
$ |
372,807 |
|
|
$ |
376,792 |
|
|
$ |
1,553,890 |
|
|
$ |
1,374,270 |
|
Intermodal |
|
108,446 |
|
|
|
83,394 |
|
|
|
419,718 |
|
|
|
289,214 |
|
Eliminations and other operations |
|
(53 |
) |
|
|
(257 |
) |
|
|
(205 |
) |
|
|
(1,057 |
) |
Operating revenue |
|
481,200 |
|
|
|
459,929 |
|
|
|
1,973,403 |
|
|
|
1,662,427 |
|
Operating expenses: |
|
|
|
|
|
|
|
||||||||
Purchased transportation |
|
212,901 |
|
|
|
227,776 |
|
|
|
906,549 |
|
|
|
833,075 |
|
Salaries, wages and employee benefits |
|
84,776 |
|
|
|
83,866 |
|
|
|
347,970 |
|
|
|
327,814 |
|
Operating leases |
|
25,997 |
|
|
|
19,560 |
|
|
|
97,094 |
|
|
|
79,633 |
|
Depreciation and amortization |
|
12,392 |
|
|
|
11,485 |
|
|
|
47,386 |
|
|
|
39,552 |
|
Insurance and claims |
|
12,502 |
|
|
|
11,570 |
|
|
|
49,759 |
|
|
|
42,186 |
|
Fuel expense |
|
6,632 |
|
|
|
4,809 |
|
|
|
27,583 |
|
|
|
17,027 |
|
Other operating expenses |
|
64,585 |
|
|
|
48,886 |
|
|
|
231,086 |
|
|
|
163,839 |
|
Total operating expenses |
|
419,785 |
|
|
|
407,952 |
|
|
|
1,707,427 |
|
|
|
1,503,126 |
|
Income (loss) from continuing operations |
|
|
|
|
|
|
|
||||||||
Expedited Freight |
|
43,877 |
|
|
|
45,467 |
|
|
|
210,968 |
|
|
|
139,321 |
|
Intermodal |
|
13,869 |
|
|
|
8,510 |
|
|
|
56,874 |
|
|
|
30,117 |
|
Other operations |
|
3,669 |
|
|
|
(2,000 |
) |
|
|
(1,866 |
) |
|
|
(10,137 |
) |
Income from continuing operations |
|
61,415 |
|
|
|
51,977 |
|
|
|
265,976 |
|
|
|
159,301 |
|
Other expense: |
|
|
|
|
|
|
|
||||||||
Interest expense |
|
(1,617 |
) |
|
|
(877 |
) |
|
|
(5,138 |
) |
|
|
(4,338 |
) |
Other, net |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Total other expense |
|
(1,617 |
) |
|
|
(877 |
) |
|
|
(5,138 |
) |
|
|
(4,338 |
) |
Income before income taxes |
|
59,798 |
|
|
|
51,100 |
|
|
|
260,838 |
|
|
|
154,963 |
|
Income tax expense |
|
16,856 |
|
|
|
12,903 |
|
|
|
67,647 |
|
|
|
38,872 |
|
Net income from continuing operations |
|
42,942 |
|
|
|
38,197 |
|
|
|
193,191 |
|
|
|
116,091 |
|
Income (Loss) from discontinued operation, net of tax |
|
— |
|
|
|
2,268 |
|
|
|
— |
|
|
|
(10,232 |
) |
Net income and comprehensive income |
$ |
42,942 |
|
|
$ |
40,465 |
|
|
$ |
193,191 |
|
|
$ |
105,859 |
|
|
|
|
|
|
|
|
|
||||||||
Net income per share: |
|
|
|
|
|
|
|
||||||||
Basic net income (loss) per share: |
|
|
|
|
|
|
|
||||||||
Continuing operations |
$ |
1.61 |
|
|
$ |
1.41 |
|
|
$ |
7.17 |
|
|
$ |
4.25 |
|
Discontinued operation |
|
— |
|
|
|
0.08 |
|
|
|
— |
|
|
|
(0.37 |
) |
Net income per basic share1 |
$ |
1.61 |
|
|
$ |
1.49 |
|
|
$ |
7.17 |
|
|
$ |
3.87 |
|
Diluted net income (loss) per share: |
|
|
|
|
|
|
|
||||||||
Continuing operations |
$ |
1.60 |
|
|
$ |
1.40 |
|
|
$ |
7.14 |
|
|
$ |
4.22 |
|
Discontinued operation |
|
— |
|
|
|
0.08 |
|
|
|
— |
|
|
|
(0.37 |
) |
Net income per diluted share |
$ |
1.60 |
|
|
$ |
1.48 |
|
|
$ |
7.14 |
|
|
$ |
3.85 |
|
|
|
|
|
|
|
|
|
||||||||
Dividends per share: |
$ |
0.24 |
|
|
$ |
0.21 |
|
|
$ |
0.96 |
|
|
$ |
0.84 |
|
1 Rounding may impact summation of amounts. |
Expedited Freight Segment Information |
||||||||||||||||||
(In thousands) |
||||||||||||||||||
(Unaudited) |
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Three Months Ended |
|||||||||||||||||
|
2022 |
|
Percent of Revenue |
|
2021 |
|
Percent of Revenue |
|
Change |
|
Percent Change |
|||||||
Operating revenue: |
|
|
|
|
|
|
|
|
|
|
|
|||||||
Network 1 |
$ |
221,763 |
|
59.5 |
% |
|
$ |
226,218 |
|
60.0 |
% |
|
$ |
(4,455 |
) |
|
(2.0 |
)% |
Truckload |
|
50,320 |
|
13.5 |
|
|
|
60,026 |
|
15.9 |
|
|
|
(9,706 |
) |
|
(16.2 |
) |
Final Mile |
|
78,161 |
|
21.0 |
|
|
|
71,706 |
|
19.0 |
|
|
|
6,455 |
|
|
9.0 |
|
Other |
|
22,563 |
|
6.1 |
|
|
|
18,842 |
|
5.0 |
|
|
|
3,721 |
|
|
19.7 |
|
Total operating revenue |
|
372,807 |
|
100.0 |
|
|
|
376,792 |
|
100.0 |
|
|
|
(3,985 |
) |
|
(1.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|||||||
Purchased transportation |
|
187,739 |
|
50.4 |
|
|
|
204,810 |
|
54.4 |
|
|
|
(17,071 |
) |
|
(8.3 |
) |
Salaries, wages and employee benefits |
|
69,828 |
|
18.7 |
|
|
|
66,260 |
|
17.6 |
|
|
|
3,568 |
|
|
5.4 |
|
Operating leases |
|
17,660 |
|
4.7 |
|
|
|
13,536 |
|
3.6 |
|
|
|
4,124 |
|
|
30.5 |
|
Depreciation and amortization |
|
8,454 |
|
2.3 |
|
|
|
8,481 |
|
2.3 |
|
|
|
(27 |
) |
|
(0.3 |
) |
Insurance and claims |
|
9,947 |
|
2.7 |
|
|
|
8,173 |
|
2.2 |
|
|
|
1,774 |
|
|
21.7 |
|
Fuel expense |
|
2,837 |
|
0.8 |
|
|
|
2,387 |
|
0.6 |
|
|
|
450 |
|
|
18.9 |
|
Other operating expenses |
|
32,465 |
|
8.7 |
|
|
|
27,678 |
|
7.3 |
|
|
|
4,787 |
|
|
17.3 |
|
Total operating expenses |
|
328,930 |
|
88.2 |
|
|
|
331,325 |
|
87.9 |
|
|
|
(2,395 |
) |
|
(0.7 |
) |
Income from operations |
$ |
43,877 |
|
11.8 |
% |
|
$ |
45,467 |
|
12.1 |
% |
|
$ |
(1,590 |
) |
|
(3.5 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
1 Network revenue is comprised of all revenue, including linehaul, pickup and/or delivery, and fuel surcharge revenue, excluding accessorial, Truckload and Final Mile revenue. |
Expedited Freight Operating Statistics |
||||||||
|
|
|
|
|
|
|||
|
Three Months Ended |
|||||||
|
2022 |
|
2021 |
|
Percent Change |
|||
|
|
|
|
|
|
|||
Business days |
|
63 |
|
|
63 |
|
— |
% |
|
|
|
|
|
|
|||
Tonnage 1,2 |
|
|
|
|
|
|||
Total pounds |
|
648,012 |
|
|
744,725 |
|
(13.0 |
) |
Pounds per day |
|
10,286 |
|
|
11,821 |
|
(13.0 |
) |
|
|
|
|
|
|
|||
Shipments 1,2 |
|
|
|
|
|
|||
Total shipments |
|
885 |
|
|
889 |
|
(0.4 |
) |
Shipments per day |
|
14.0 |
|
|
14.1 |
|
(0.7 |
) |
|
|
|
|
|
|
|||
Weight per shipment |
|
732 |
|
|
838 |
|
(12.6 |
) |
|
|
|
|
|
|
|||
Revenue per hundredweight 3 |
$ |
34.68 |
|
$ |
30.66 |
|
13.1 |
|
Revenue per hundredweight, ex fuel 3 |
$ |
26.07 |
|
$ |
25.11 |
|
3.8 |
|
|
|
|
|
|
|
|||
Revenue per shipment 3 |
$ |
253.83 |
|
$ |
256.85 |
|
(1.2 |
) |
Revenue per shipment, ex fuel 3 |
$ |
190.84 |
|
$ |
210.40 |
|
(9.3 |
) |
|
|
|
|
|
|
|||
1 In thousands. |
|
|
|
|
|
|||
2 Excludes accessorial, Truckload and Final Mile products. |
||||||||
3 Includes intercompany revenue between the Network and Truckload revenue streams. |
Intermodal Segment Information |
|||||||||||||||||
(In thousands) |
|||||||||||||||||
(Unaudited) |
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Three Months Ended |
||||||||||||||||
|
2022 |
|
Percent of Revenue |
|
2021 |
|
Percent of Revenue |
|
Change |
|
Percent Change |
||||||
Operating revenue |
$ |
108,446 |
|
100.0 |
% |
|
$ |
83,394 |
|
100.0 |
% |
|
$ |
25,052 |
|
30.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
||||||
Purchased transportation |
|
25,215 |
|
23.3 |
|
|
|
23,221 |
|
27.8 |
|
|
|
1,994 |
|
8.6 |
|
Salaries, wages and employee benefits |
|
18,695 |
|
17.2 |
|
|
|
17,711 |
|
21.2 |
|
|
|
984 |
|
5.6 |
|
Operating leases |
|
8,337 |
|
7.7 |
|
|
|
6,024 |
|
7.2 |
|
|
|
2,313 |
|
38.4 |
|
Depreciation and amortization |
|
3,938 |
|
3.6 |
|
|
|
2,983 |
|
3.6 |
|
|
|
955 |
|
32.0 |
|
Insurance and claims |
|
2,448 |
|
2.3 |
|
|
|
2,385 |
|
2.9 |
|
|
|
63 |
|
2.6 |
|
Fuel expense |
|
3,795 |
|
3.5 |
|
|
|
2,422 |
|
2.9 |
|
|
|
1,373 |
|
56.7 |
|
Other operating expenses |
|
32,149 |
|
29.6 |
|
|
|
20,138 |
|
24.1 |
|
|
|
12,011 |
|
59.6 |
|
Total operating expenses |
|
94,577 |
|
87.2 |
|
|
|
74,884 |
|
89.8 |
|
|
|
19,693 |
|
26.3 |
|
Income from operations |
$ |
13,869 |
|
12.8 |
% |
|
$ |
8,510 |
|
10.2 |
% |
|
$ |
5,359 |
|
63.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
Intermodal Operating Statistics |
||||||||
|
|
|||||||
|
Three Months Ended |
|||||||
|
2022 |
|
2021 |
|
Percent Change |
|||
|
|
|
|
|
|
|||
Drayage shipments |
|
74,532 |
|
|
91,113 |
|
(18.2 |
)% |
Drayage revenue per shipment |
$ |
1,288 |
|
$ |
777 |
|
65.8 |
% |
|
|||||
Condensed Consolidated Balance Sheets |
|||||
(In thousands) |
|||||
(Unaudited) |
|||||
|
2022 |
|
2021 |
||
Assets |
|
|
|
||
Current assets: |
|
|
|
||
Cash and cash equivalents |
$ |
45,822 |
|
$ |
37,316 |
Accounts receivable, net |
|
221,028 |
|
|
208,085 |
Other receivables, net |
|
— |
|
|
8,097 |
Other current assets |
|
37,465 |
|
|
29,309 |
Total current assets |
|
304,315 |
|
|
282,807 |
|
|
|
|
||
Property and equipment, net |
|
249,080 |
|
|
219,095 |
Operating lease right-of-use assets |
|
141,865 |
|
|
148,198 |
|
|
306,184 |
|
|
266,752 |
Other acquired intangibles, net |
|
154,801 |
|
|
154,717 |
Other assets |
|
51,831 |
|
|
46,254 |
Total assets |
$ |
1,208,076 |
|
$ |
1,117,823 |
|
|
|
|
||
Liabilities and Shareholders’ Equity |
|
|
|
||
Current liabilities: |
|
|
|
||
Accounts payable |
$ |
54,601 |
|
$ |
44,837 |
Accrued expenses |
|
54,291 |
|
|
61,621 |
Other current liabilities |
|
3,956 |
|
|
4,614 |
Current portion of debt and finance lease obligations |
|
9,444 |
|
|
6,088 |
Current portion of operating lease liabilities |
|
47,106 |
|
|
47,532 |
Total current liabilities |
|
169,398 |
|
|
164,692 |
|
|
|
|
||
Finance lease obligations, less current portion |
|
15,844 |
|
|
9,571 |
Long-term debt, less current portion and debt issuance costs |
|
106,588 |
|
|
155,466 |
Operating lease liabilities, less current portion |
|
98,865 |
|
|
101,409 |
Other long-term liabilities |
|
59,044 |
|
|
49,624 |
Deferred income taxes |
|
51,093 |
|
|
43,407 |
|
|
|
|
||
Shareholders’ equity: |
|
|
|
||
Preferred stock |
|
— |
|
|
— |
Common stock |
|
265 |
|
|
270 |
Additional paid-in capital |
|
270,855 |
|
|
258,474 |
Retained earnings |
|
436,124 |
|
|
334,910 |
Total shareholders’ equity |
|
707,244 |
|
|
593,654 |
Total liabilities and shareholders’ equity |
$ |
1,208,076 |
|
$ |
1,117,823 |
|
|||||||
Condensed Consolidated Statements of Cash Flows |
|||||||
(In thousands) |
|||||||
(Unaudited) |
|||||||
|
Three Months Ended |
||||||
|
2022 |
|
2021 |
||||
Operating activities: |
|
|
|
||||
Net income from continuing operations |
$ |
42,942 |
|
|
$ |
38,197 |
|
Adjustments to reconcile net income of continuing operations to net cash provided by operating activities of continuing operations: |
|
|
|
||||
Depreciation and amortization |
|
12,392 |
|
|
|
11,485 |
|
Change in fair value of earn-out liability |
|
— |
|
|
|
(111 |
) |
Share-based compensation expense |
|
2,633 |
|
|
|
2,734 |
|
Provision for revenue adjustments |
|
4,045 |
|
|
|
2,439 |
|
Deferred income tax expense |
|
5,724 |
|
|
|
2,805 |
|
Other |
|
(619 |
) |
|
|
670 |
|
Changes in operating assets and liabilities, net of effects from the purchase of acquired companies: |
|
|
|
||||
Accounts receivable |
|
24,044 |
|
|
|
(3,598 |
) |
Other receivables |
|
— |
|
|
|
6,121 |
|
Other current and noncurrent assets |
|
(19,686 |
) |
|
|
(16,200 |
) |
Accounts payable, accrued expenses and other long-term liabilities |
|
(9,199 |
) |
|
|
(2,398 |
) |
Net cash provided by operating activities of continuing operations |
|
62,276 |
|
|
|
42,144 |
|
|
|
|
|
||||
Investing activities: |
|
|
|
||||
Proceeds from sale of property and equipment |
|
949 |
|
|
|
304 |
|
Purchases of property and equipment |
|
(15,328 |
) |
|
|
(16,094 |
) |
Purchase of businesses, net of cash acquired |
|
(25,672 |
) |
|
|
(36,813 |
) |
Net cash used in investing activities of continuing operations |
|
(40,051 |
) |
|
|
(52,603 |
) |
|
|
|
|
||||
Financing activities: |
|
|
|
||||
Proceeds from credit facility |
|
— |
|
|
|
150,000 |
|
Payments on credit facility |
|
(375 |
) |
|
|
(150,000 |
) |
Repayments of finance lease obligations |
|
(1,845 |
) |
|
|
(978 |
) |
Payment of debt issuance costs |
|
— |
|
|
|
(363 |
) |
Proceeds from issuance of common stock upon stock option exercises |
|
— |
|
|
|
143 |
|
Payments of dividends to shareholders |
|
(6,404 |
) |
|
|
(5,706 |
) |
Repurchases and retirement of common stock |
|
(14,997 |
) |
|
|
— |
|
Proceeds from common stock issued under employee stock purchase plan |
|
409 |
|
|
|
523 |
|
Payment of minimum tax withholdings on share-based awards |
|
(37 |
) |
|
|
(41 |
) |
Contributions from subsidiary held for sale |
|
— |
|
|
|
2,267 |
|
Net cash used in financing activities of continuing operations |
|
(23,249 |
) |
|
|
(4,155 |
) |
Net decrease in cash of continuing operations |
|
(1,024 |
) |
|
|
(14,614 |
) |
|
|
|
|
||||
Cash from discontinued operation: |
|
|
|
||||
Net cash provided by operating activities of discontinued operation |
|
— |
|
|
|
2,267 |
|
Net cash provided by investing activities of discontinued operation |
|
— |
|
|
|
— |
|
Net cash used in by financing activities of discontinued operation |
|
— |
|
|
|
(2,267 |
) |
Net decrease in cash and cash equivalents |
|
(1,024 |
) |
|
|
(14,614 |
) |
Cash and cash equivalents at beginning of period of continuing operations |
|
46,846 |
|
|
|
51,930 |
|
Cash at beginning of period of discontinued operation |
|
— |
|
|
|
— |
|
Net decrease in cash and cash equivalents |
|
(1,024 |
) |
|
|
(14,614 |
) |
Less: cash at end of period of discontinued operation |
|
— |
|
|
|
— |
|
Cash and cash equivalents at end of period of continuing operations |
$ |
45,822 |
|
|
$ |
37,316 |
|
|
|||||||
Condensed Consolidated Statements of Cash Flows |
|||||||
(In thousands) |
|||||||
(Unaudited) |
|||||||
|
Year Ended |
||||||
|
2022 |
|
2021 |
||||
Operating activities: |
|
|
|
||||
Net income from continuing operations |
$ |
193,191 |
|
|
$ |
116,091 |
|
Adjustments to reconcile net income of continuing operations to net cash provided by operating activities of continuing operations: |
|
|
|
||||
Depreciation and amortization |
|
47,386 |
|
|
|
39,552 |
|
Change in fair value of earn-out liability |
|
(294 |
) |
|
|
(496 |
) |
Share-based compensation expense |
|
11,376 |
|
|
|
10,913 |
|
Provision for revenue adjustments |
|
11,347 |
|
|
|
7,943 |
|
Deferred income tax expense |
|
7,686 |
|
|
|
1,421 |
|
Other |
|
(202 |
) |
|
|
1,076 |
|
Changes in operating assets and liabilities, net of effects from the purchase of acquired companies: |
|
|
|
||||
Accounts receivable |
|
(19,128 |
) |
|
|
(52,684 |
) |
Other receivables |
|
8,097 |
|
|
|
(8,097 |
) |
Other current and noncurrent assets |
|
(12,943 |
) |
|
|
(8,002 |
) |
Accounts payable, accrued expenses and other long-term liabilities |
|
12,574 |
|
|
|
17,179 |
|
Net cash provided by operating activities of continuing operations |
|
259,090 |
|
|
|
124,896 |
|
|
|
|
|
||||
Investing activities: |
|
|
|
||||
Proceeds from sale of property and equipment |
|
2,372 |
|
|
|
2,643 |
|
Purchases of property and equipment |
|
(40,729 |
) |
|
|
(39,109 |
) |
Purchase of businesses, net of cash acquired |
|
(66,105 |
) |
|
|
(59,866 |
) |
Net cash used in investing activities of continuing operations |
|
(104,462 |
) |
|
|
(96,332 |
) |
|
|
|
|
||||
Financing activities: |
|
|
|
||||
Proceeds from credit facility |
|
— |
|
|
|
195,000 |
|
Payments on credit facility |
|
(49,000 |
) |
|
|
(150,000 |
) |
Repayments of finance lease obligations |
|
(6,054 |
) |
|
|
(2,423 |
) |
Payment of debt issuance costs |
|
— |
|
|
|
(482 |
) |
Proceeds from issuance of common stock upon stock option exercises |
|
206 |
|
|
|
3,706 |
|
Payment of earn-out liability |
|
(91 |
) |
|
|
(6,519 |
) |
Payments of dividends to shareholders |
|
(25,865 |
) |
|
|
(22,976 |
) |
Repurchases and retirement of common stock |
|
(62,771 |
) |
|
|
(48,989 |
) |
Proceeds from common stock issued under employee stock purchase plan |
|
783 |
|
|
|
911 |
|
Payment of minimum tax withholdings on share-based awards |
|
(3,330 |
) |
|
|
(3,115 |
) |
Contributions from subsidiary held for sale |
|
— |
|
|
|
3,385 |
|
Net cash used in financing activities of continuing operations |
|
(146,122 |
) |
|
|
(31,502 |
) |
Net increase (decrease) in cash and cash equivalents of continuing operations |
|
8,506 |
|
|
|
(2,938 |
) |
|
|
|
|
||||
Cash from discontinued operation: |
|
|
|
||||
Net cash used in operating activities of discontinued operation |
|
— |
|
|
|
(4,635 |
) |
Net cash provided by investing activities of discontinued operation |
|
— |
|
|
|
8,020 |
|
Net cash used in financing activities of discontinued operation |
|
— |
|
|
|
(3,385 |
) |
Net increase (decrease) in cash and cash equivalents |
|
8,506 |
|
|
|
(2,938 |
) |
Cash and cash equivalents at beginning of period of continuing operations |
|
37,316 |
|
|
|
40,254 |
|
Cash at beginning of period of discontinued operation |
|
— |
|
|
|
— |
|
Net increase (decrease) in cash and cash equivalents |
|
8,506 |
|
|
|
(2,938 |
) |
Less: cash at end of period of discontinued operation |
|
— |
|
|
|
— |
|
Cash and cash equivalents at end of period of continuing operations |
$ |
45,822 |
|
|
$ |
37,316 |
|
Forward Air Corporation Reconciliation of Non-GAAP Financial Measures
In this press release, the Company uses non-GAAP financial measures that are derived on the basis of methodologies other than in accordance with GAAP. The Company believes that meaningful analysis of its financial performance requires an understanding of the factors underlying that performance, including an understanding of items that are non-operational. Management uses these non-GAAP financial measures in making financial, operating, compensation and planning decisions as well as evaluating the Company’s performance.
For the three and twelve months ended
The Company believes that EBITDA improves comparability from period to period by removing the impact of its capital structure (interest and financing expenses), asset base (depreciation and amortization) and tax impacts. The Company believes that free cash flow is an important measure of its ability to repay maturing debt or fund other uses of capital that it believes will enhance shareholder value. The Company believes providing adjusted income from operations, net income and net income per share allows investors to compare Company performance consistently over various periods without regard to the impact of unusual, nonrecurring or nonoperational items.
Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the Company’s financial results prepared in accordance with GAAP. Non-GAAP financial information does not represent a comprehensive basis of accounting. As required by the Securities and Exchange Act of 1933 and the rules and regulations promulgated thereunder, the Company has included, for the periods indicated, a reconciliation of the non-GAAP financial measure to the most directly comparable GAAP financial measure.
The following is a reconciliation of net income to EBITDA for the three and twelve months ended
|
|
Three Months Ended |
|
Twelve Months Ended |
||||||||
Continuing Operations |
|
2022 |
|
2021 |
|
2022 |
|
2021 |
||||
Net income |
|
$ |
42,942 |
|
$ |
38,197 |
|
$ |
193,191 |
|
$ |
116,091 |
Interest expense |
|
|
1,617 |
|
|
877 |
|
|
5,138 |
|
|
4,338 |
Income tax expense |
|
|
16,856 |
|
|
12,903 |
|
|
67,647 |
|
|
38,872 |
Depreciation and amortization |
|
|
12,392 |
|
|
11,485 |
|
|
47,386 |
|
|
39,552 |
EBITDA |
|
$ |
73,807 |
|
$ |
63,462 |
|
$ |
313,362 |
|
$ |
198,853 |
The following is a reconciliation of net cash provided by operating activities to free cash flow for the three and twelve months ended
|
|
Three Months Ended |
|
Twelve Months Ended |
||||||||||||
Continuing Operations |
|
2022 |
|
2021 |
|
2022 |
|
2021 |
||||||||
Net cash provided by operating activities |
|
$ |
62,276 |
|
|
$ |
42,144 |
|
|
$ |
259,090 |
|
|
$ |
124,896 |
|
Proceeds from sale of property and equipment |
|
|
949 |
|
|
|
304 |
|
|
|
2,372 |
|
|
|
2,643 |
|
Purchases of property and equipment |
|
|
(15,328 |
) |
|
|
(16,094 |
) |
|
|
(40,729 |
) |
|
|
(39,109 |
) |
Free cash flow |
|
$ |
47,897 |
|
|
$ |
26,354 |
|
|
$ |
220,733 |
|
|
$ |
88,430 |
|
The following is a reconciliation of reported income from operations, net income, and net income per diluted share to adjusted income from operations, net income, and net income per diluted share for the three and twelve months ended
|
|
Three Months Ended |
|
Three Months Ended |
||||||||||||||||||||
Continuing Operations |
|
Income From Operations |
|
Net Income1 |
|
Net Income Per Diluted Share1 |
|
Income From Operations |
|
Net Income2 |
|
Net Income Per Diluted Share2 |
||||||||||||
As Reported |
|
$ |
61,415 |
|
|
$ |
42,942 |
|
|
$ |
1.60 |
|
|
$ |
51,977 |
|
|
$ |
38,197 |
|
|
$ |
1.40 |
|
Vehicle liability reserve |
|
|
1,500 |
|
|
|
1,077 |
|
|
|
0.04 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Due diligence and integration costs |
|
|
534 |
|
|
|
383 |
|
|
|
0.01 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Change in the fair value of the earn-out liability |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(111 |
) |
|
|
(83 |
) |
|
|
— |
|
As Adjusted |
|
$ |
63,449 |
|
|
$ |
44,402 |
|
|
$ |
1.65 |
|
|
$ |
51,866 |
|
|
$ |
38,114 |
|
|
$ |
1.40 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
1 Net income and net income per diluted share amounts are based on the after-tax effect of each item. The income tax effect is calculated by applying the effective tax rate to the pre-tax amount. The total tax effect of the above item is |
||||||||||||||||||||||||
2 Net income and net income per diluted share amounts are based on the after-tax effect of each item. The income tax effect is calculated by applying the effective tax rate to the pre-tax amount. The total tax effect of the above item is ( |
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
Twelve Months Ended |
|
Twelve Months Ended |
||||||||||||||||||||
Continuing Operations |
|
Income From Operations |
|
Net Income1 |
|
Net Income Per Diluted Share1 |
|
Income From Operations |
|
Net Income2 |
|
Net Income Per Diluted Share2 |
||||||||||||
As Reported |
|
$ |
265,976 |
|
|
$ |
193,191 |
|
|
$ |
7.14 |
|
|
$ |
159,301 |
|
|
$ |
116,091 |
|
|
$ |
4.22 |
|
Vehicle liability reserve |
|
|
1,500 |
|
|
|
1,112 |
|
|
|
0.04 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Due diligence and integration costs |
|
|
534 |
|
|
|
396 |
|
|
|
0.01 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Professional fees for an operational improvement project |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
969 |
|
|
|
726 |
|
|
|
0.03 |
|
Professional fees for cybersecurity and shareholder engagement activities |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
6,955 |
|
|
|
5,209 |
|
|
|
0.19 |
|
Change in the fair value of the earn-out liability |
|
|
(294 |
) |
|
|
(218 |
) |
|
|
(0.01 |
) |
|
|
(496 |
) |
|
|
(372 |
) |
|
|
(0.01 |
) |
As Adjusted |
|
$ |
267,716 |
|
|
$ |
194,481 |
|
|
$ |
7.18 |
|
|
$ |
166,729 |
|
|
$ |
121,654 |
|
|
$ |
4.43 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
1 Net income and net income per diluted share amounts are based on the after-tax effect of each item. The income tax effect is calculated by applying the effective tax rate to the pre-tax amount. The total tax effect of the above item is |
||||||||||||||||||||||||
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 |
||||||||||||||||||||||||
The following information is provided to supplement this press release.
Actual - Continuing Operations |
|
Three Months Ended
|
||
Net income from continuing operations |
|
$ |
42,942 |
|
Income allocated to participating securities |
|
|
(264 |
) |
Numerator for diluted net income per share - net income |
|
$ |
42,678 |
|
|
|
|
||
Weighted-average common shares and common share equivalent outstanding - diluted |
|
|
26,701 |
|
Diluted net income per share |
|
$ |
1.60 |
|
|
|
|
||
Projected |
|
Full Year 2023 |
||
Projected tax rate - continuing operations |
|
|
25.7 |
% |
|
|
|
||
Projected purchases of property and equipment, net of proceeds from sale of property and equipment |
|
$ |
37,000 |
|
|
|
|
||
|
|
|
||
|
|
|
||
Projected |
|
|
||
Projected weighted-average common shares and common share equivalent outstanding - diluted |
|
|
25,800 |
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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
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
Any forward-looking statement made by us in this press release is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
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bhammer@forwardair.com
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