Record fourth quarter and full year revenue, operating income and net income per diluted share
Full year revenue growth of 18.7%, operating margin expansion of 390 basis points and net income per diluted share growth of 69.2%
GREENEVILLE, Tenn.--(BUSINESS WIRE)-- Forward Air Corporation (NASDAQ:FWRD) (the “Company,” “we,” “our,” or “us”) today reported financial results for the three and twelve months ended December 31, 2022 as presented in the tables below on a continuing operations basis.
Tom Schmitt, Chairman, President and CEO, commenting on fourth quarter and full year 2022 results from continuing operations said, “We had a record fourth quarter and a record year by a mile. For that, I extend my thanks to our amazing employees, independent contractors and business partners. However, we missed our own guidance for the fourth quarter of 2022 with revenue growth of 5% coming in below our guidance range of 7% to 11%, and reported net income per diluted share of $1.60 and adjusted net income per diluted share of $1.65 coming in below our guidance range of $1.98 to $2.02. We anticipated our continuing drive towards high value freight to yield a sequentially better fourth quarter than third quarter. We believe, however, the temporarily inflated inventory levels caused shipment sizes to fall faster and steeper than both we and our customers expected. As we mentioned in our mid-quarter update, we saw an unexpected decrease in the size of shipments from our customers with weight per shipment down more than 12%. As shipments become more full we believe so will our volumes. These headwinds led to a challenging fourth quarter and likely will impact the first half of 2023 until inventory levels normalize.
“Despite contending with these challenges that we believe are short-term in nature, we are growing new customers in our targeted areas. We grew our LTL direct shipper customer count by more than 200% from fourth quarter of 2021 to fourth quarter of 2022 to over 200 direct shipper customers. Additionally, our core customers are continuing to choose us, with the number of LTL shipments in the fourth quarter of 2022 remaining stable given a slight 0.4% decline in shipments as compared to the same period in the prior year. We believe our service, that was recently validated by a third party industry expert as being best in the LTL industry in damage-free, intact, on-time shipments, continues to make us the most compelling choice for customers with high value freight needs.
“Changes in our freight mix continue to showcase our precision execution focus on high value freight. From 2021 to 2022, industrial and electronics shipments are up over 50%, medical is up almost 25% and live events business up by 120%. Our top four high value verticals went from 18% of our freight mix in 2021 to 29% in 2022, resulting in fourth quarter of 2022 weight per piece up by 12.1% over the same period in the prior year. In addition to the positive changes in our freight mix, our fourth quarter 2022 revenue per hundredweight is up by 13.1% including fuel surcharge revenue and 3.8% excluding fuel surcharge revenue over the same period in the prior year.”
Mr. Schmitt continued, “In addition to Forward Force, our initiative to grow high-value freight, we implemented a cost reduction initiative - which we call Forward Game Shape. We instituted a hiring freeze (excluding impacts from the Land Air Express acquisition, our employee headcount has decreased by more than 100 employees over the past two months), limited travel to essential only, and reduced our LTL outside miles to below 5%.”
In closing, Mr. Schmitt said, “We remain laser focused on growing our high value freight with customers, both inorganically, most recently with the Land Air Express acquisition, and organically, by opening new terminals. On Monday, we opened our third Chicago LTL terminal.
“All up, despite a challenging first half we continue to target 2023 net income per diluted share to beat 2022.”
Regarding the Company’s first quarter 2023 continuing operations guidance, Rebecca J. Garbrick, CFO, said, “We expect our year-over-year revenue will remain flat, with a range of up 2% to down 4%, and net income per diluted share will be between $1.30 to $1.34, compared to reported net income per diluted share of $1.57 in the first quarter of 2022.”
Continuing Operations |
Three Months Ended |
|||||||||||||
(in thousands, except per share data) |
December 31, 2022 |
December 31, 2021 |
Change |
Percent Change |
||||||||||
Operating revenue |
$ |
481,200 |
$ |
459,929 |
$ |
21,271 |
4.6 |
% |
||||||
Income from operations |
$ |
61,415 |
$ |
51,977 |
$ |
9,438 |
18.2 |
% |
||||||
Operating margin |
12.8 |
% |
11.3 |
% |
150 bps |
|||||||||
Net income |
$ |
42,942 |
$ |
38,197 |
$ |
4,745 |
12.4 |
% |
||||||
Net income per diluted share |
$ |
1.60 |
$ |
1.40 |
$ |
0.20 |
14.3 |
% |
||||||
Cash provided by operating activities |
$ |
62,276 |
$ |
42,144 |
$ |
20,132 |
47.8 |
% |
||||||
Non-GAAP Financial Measures: 1 |
||||||||||||||
Adjusted income from operations |
$ |
63,449 |
$ |
51,866 |
$ |
11,583 |
22.3 |
% |
||||||
Adjusted net income |
$ |
44,402 |
$ |
38,114 |
$ |
6,288 |
16.5 |
% |
||||||
Adjusted net income per diluted share |
$ |
1.65 |
$ |
1.40 |
$ |
0.25 |
17.9 |
% |
||||||
EBITDA |
$ |
73,807 |
$ |
63,462 |
$ |
10,345 |
16.3 |
% |
||||||
Free cash flow |
$ |
47,897 |
$ |
26,354 |
$ |
21,543 |
81.7 |
% |
||||||
1 Reconciliation of these non-GAAP financial measures are provided below the financial tables. |
||||||||||||||
Continuing Operations |
Twelve Months Ended |
|||||||||||||
(in thousands, except per share data) |
December 31, 2022 |
December 31, 2021 |
Change |
Percent Change |
||||||||||
Operating revenue |
$ |
1,973,403 |
$ |
1,662,427 |
$ |
310,976 |
18.7 |
% |
||||||
Income from operations |
$ |
265,976 |
$ |
159,301 |
$ |
106,675 |
67.0 |
% |
||||||
Operating margin |
13.5 |
% |
9.6 |
% |
390 bps |
|||||||||
Net income |
$ |
193,191 |
$ |
116,091 |
$ |
77,100 |
66.4 |
% |
||||||
Net income per diluted share |
$ |
7.14 |
$ |
4.22 |
$ |
2.92 |
69.2 |
% |
||||||
Cash provided by operating activities |
$ |
259,090 |
$ |
124,896 |
$ |
134,194 |
107.4 |
% |
||||||
Non-GAAP Financial Measures: 1 |
||||||||||||||
Adjusted income from operations |
$ |
267,716 |
$ |
166,729 |
$ |
100,987 |
60.6 |
% |
||||||
Adjusted net income |
$ |
194,481 |
$ |
121,654 |
$ |
72,827 |
59.9 |
% |
||||||
Adjusted net income per diluted share |
$ |
7.18 |
$ |
4.43 |
$ |
2.75 |
62.1 |
% |
||||||
EBITDA |
$ |
313,362 |
$ |
198,853 |
$ |
114,509 |
57.6 |
% |
||||||
Free cash flow |
$ |
220,733 |
$ |
88,430 |
$ |
132,303 |
149.6 |
% |
||||||
1 Reconciliation of these non-GAAP financial measures are provided below the financial tables. |
||||||||||||||
On February 7, 2023, our Board of Directors declared a quarterly cash dividend of $0.24 per share of common stock. The dividend is payable to shareholders of record at the close of business on March 2, 2023 and is expected to be paid on March 17, 2023.
This quarterly dividend is made pursuant to a cash dividend policy approved by the Board of Directors, which anticipates a total annual dividend of $0.96 for the full year 2023, payable in quarterly increments of $0.24 per share of common stock. The actual declaration of future cash dividends, and the establishment of record and payment dates, is subject to final determination by the Board of Directors each quarter after its review of the Company’s financial performance and position.
The Board approved a strategy to divest the Pool Distribution business (“Pool”) on April 23, 2020, and the sale of Pool was completed on February 12, 2021. Accordingly, the results of operations and cash flows for Pool have been presented as a discontinued operation and have been excluded from continuing operations in this release for all periods presented.
Review of Financial Results Forward Air will hold a conference call to discuss fourth quarter 2022 results on Thursday, February 9, 2023 at 9:00 a.m. ET. The Company’s conference call will be available online on the Investor Relations portion of the Company’s website at www.forwardaircorp.com, or by dialing (877) 226-8189, Access Code: 8042513.
A replay of the conference call will be available on the Investor Relations portion of the Company’s website at www.forwardaircorp.com, which we use as a primary mechanism to communicate with our investors. Investors are urged to monitor the Investors Relations portion of the Company’s website to easily find or navigate to current and pertinent information about us.
About Forward Air Corporation Forward Air is a leading asset-light provider of transportation services across the United States, Canada and Mexico. We provide expedited less-than-truckload (“LTL”) services, including local pick-up and delivery, shipment consolidation/deconsolidation, warehousing, and customs brokerage by utilizing a comprehensive national network of terminals. In addition, we offer final mile services, including delivery of heavy-bulky freight, truckload brokerage services, including dedicated fleet services; and intermodal, first-and last-mile, high-value drayage services, both to and from seaports and railheads, dedicated contract and Container Freight Station warehouse and handling services. We are more than a transportation company. Forward is a single resource for your shipping needs. For more information, visit our website at www.forwardaircorp.com.
Forward Air Corporation |
|||||||||||||||
Condensed Consolidated Statements of Comprehensive Income |
|||||||||||||||
(Unaudited, in thousands, except per share data) |
|||||||||||||||
Three Months Ended |
Twelve Months Ended |
||||||||||||||
December 31, 2022 |
December 31, 2021 |
December 31, 2022 |
December 31, 2021 |
||||||||||||
Operating revenue: |
|||||||||||||||
Expedited Freight |
$ |
372,807 |
$ |
376,792 |
$ |
1,553,890 |
$ |
1,374,270 |
|||||||
Intermodal |
108,446 |
83,394 |
419,718 |
289,214 |
|||||||||||
Eliminations and other operations |
(53 |
) |
(257 |
) |
(205 |
) |
(1,057 |
) |
|||||||
Operating revenue |
481,200 |
459,929 |
1,973,403 |
1,662,427 |
|||||||||||
Operating expenses: |
|||||||||||||||
Purchased transportation |
212,901 |
227,776 |
906,549 |
833,075 |
|||||||||||
Salaries, wages and employee benefits |
84,776 |
83,866 |
347,970 |
327,814 |
|||||||||||
Operating leases |
25,997 |
19,560 |
97,094 |
79,633 |
|||||||||||
Depreciation and amortization |
12,392 |
11,485 |
47,386 |
39,552 |
|||||||||||
Insurance and claims |
12,502 |
11,570 |
49,759 |
42,186 |
|||||||||||
Fuel expense |
6,632 |
4,809 |
27,583 |
17,027 |
|||||||||||
Other operating expenses |
64,585 |
48,886 |
231,086 |
163,839 |
|||||||||||
Total operating expenses |
419,785 |
407,952 |
1,707,427 |
1,503,126 |
|||||||||||
Income (loss) from continuing operations |
|||||||||||||||
Expedited Freight |
43,877 |
45,467 |
210,968 |
139,321 |
|||||||||||
Intermodal |
13,869 |
8,510 |
56,874 |
30,117 |
|||||||||||
Other operations |
3,669 |
(2,000 |
) |
(1,866 |
) |
(10,137 |
) |
||||||||
Income from continuing operations |
61,415 |
51,977 |
265,976 |
159,301 |
|||||||||||
Other expense: |
|||||||||||||||
Interest expense |
(1,617 |
) |
(877 |
) |
(5,138 |
) |
(4,338 |
) |
|||||||
Other, net |
— |
— |
— |
— |
|||||||||||
Total other expense |
(1,617 |
) |
(877 |
) |
(5,138 |
) |
(4,338 |
) |
|||||||
Income before income taxes |
59,798 |
51,100 |
260,838 |
154,963 |
|||||||||||
Income tax expense |
16,856 |
12,903 |
67,647 |
38,872 |
|||||||||||
Net income from continuing operations |
42,942 |
38,197 |
193,191 |
116,091 |
|||||||||||
Income (Loss) from discontinued operation, net of tax |
— |
2,268 |
— |
(10,232 |
) |
||||||||||
Net income and comprehensive income |
$ |
42,942 |
$ |
40,465 |
$ |
193,191 |
$ |
105,859 |
|||||||
Net income per share: |
|||||||||||||||
Basic net income (loss) per share: |
|||||||||||||||
Continuing operations |
$ |
1.61 |
$ |
1.41 |
$ |
7.17 |
$ |
4.25 |
|||||||
Discontinued operation |
— |
0.08 |
— |
(0.37 |
) |
||||||||||
Net income per basic share1 |
$ |
1.61 |
$ |
1.49 |
$ |
7.17 |
$ |
3.87 |
|||||||
Diluted net income (loss) per share: |
|||||||||||||||
Continuing operations |
$ |
1.60 |
$ |
1.40 |
$ |
7.14 |
$ |
4.22 |
|||||||
Discontinued operation |
— |
0.08 |
— |
(0.37 |
) |
||||||||||
Net income per diluted share |
$ |
1.60 |
$ |
1.48 |
$ |
7.14 |
$ |
3.85 |
|||||||
Dividends per share: |
$ |
0.24 |
$ |
0.21 |
$ |
0.96 |
$ |
0.84 |
|||||||
1 Rounding may impact summation of amounts. |
|||||||||||||||
Expedited Freight Segment Information |
||||||||||||||||||
(In thousands) |
||||||||||||||||||
(Unaudited) |
||||||||||||||||||
Three Months Ended |
||||||||||||||||||
December 31, 2022 |
Percent of Revenue |
December 31, 2021 |
Percent of Revenue |
Change |
Percent Change |
|||||||||||||
Operating revenue: |
||||||||||||||||||
Network 1 |
$ |
221,763 |
59.5 |
% |
$ |
226,218 |
60.0 |
% |
$ |
(4,455 |
) |
(2.0 |
)% |
|||||
Truckload |
50,320 |
13.5 |
60,026 |
15.9 |
(9,706 |
) |
(16.2 |
) |
||||||||||
Final Mile |
78,161 |
21.0 |
71,706 |
19.0 |
6,455 |
9.0 |
||||||||||||
Other |
22,563 |
6.1 |
18,842 |
5.0 |
3,721 |
19.7 |
||||||||||||
Total operating revenue |
372,807 |
100.0 |
376,792 |
100.0 |
(3,985 |
) |
(1.1 |
) |
||||||||||
Operating expenses: |
||||||||||||||||||
Purchased transportation |
187,739 |
50.4 |
204,810 |
54.4 |
(17,071 |
) |
(8.3 |
) |
||||||||||
Salaries, wages and employee benefits |
69,828 |
18.7 |
66,260 |
17.6 |
3,568 |
5.4 |
||||||||||||
Operating leases |
17,660 |
4.7 |
13,536 |
3.6 |
4,124 |
30.5 |
||||||||||||
Depreciation and amortization |
8,454 |
2.3 |
8,481 |
2.3 |
(27 |
) |
(0.3 |
) |
||||||||||
Insurance and claims |
9,947 |
2.7 |
8,173 |
2.2 |
1,774 |
21.7 |
||||||||||||
Fuel expense |
2,837 |
0.8 |
2,387 |
0.6 |
450 |
18.9 |
||||||||||||
Other operating expenses |
32,465 |
8.7 |
27,678 |
7.3 |
4,787 |
17.3 |
||||||||||||
Total operating expenses |
328,930 |
88.2 |
331,325 |
87.9 |
(2,395 |
) |
(0.7 |
) |
||||||||||
Income from operations |
$ |
43,877 |
11.8 |
% |
$ |
45,467 |
12.1 |
% |
$ |
(1,590 |
) |
(3.5 |
)% |
|||||
1 Network revenue is comprised of all revenue, including linehaul, pickup and/or delivery, and fuel surcharge revenue, excluding accessorial, Truckload and Final Mile revenue. |
||||||||||||||||||
Expedited Freight Operating Statistics |
||||||||
Three Months Ended |
||||||||
December 31, 2022 |
December 31, 2021 |
Percent Change |
||||||
Business days |
63 |
63 |
— |
% |
||||
Tonnage 1,2 |
||||||||
Total pounds |
648,012 |
744,725 |
(13.0 |
) |
||||
Pounds per day |
10,286 |
11,821 |
(13.0 |
) |
||||
Shipments 1,2 |
||||||||
Total shipments |
885 |
889 |
(0.4 |
) |
||||
Shipments per day |
14.0 |
14.1 |
(0.7 |
) |
||||
Weight per shipment |
732 |
838 |
(12.6 |
) |
||||
Revenue per hundredweight 3 |
$ |
34.68 |
$ |
30.66 |
13.1 |
|||
Revenue per hundredweight, ex fuel 3 |
$ |
26.07 |
$ |
25.11 |
3.8 |
|||
Revenue per shipment 3 |
$ |
253.83 |
$ |
256.85 |
(1.2 |
) |
||
Revenue per shipment, ex fuel 3 |
$ |
190.84 |
$ |
210.40 |
(9.3 |
) |
||
1 In thousands. |
||||||||
2 Excludes accessorial, Truckload and Final Mile products. |
||||||||
3 Includes intercompany revenue between the Network and Truckload revenue streams. |
||||||||
Intermodal Segment Information |
|||||||||||||||||
(In thousands) |
|||||||||||||||||
(Unaudited) |
|||||||||||||||||
Three Months Ended |
|||||||||||||||||
December 31, 2022 |
Percent of Revenue |
December 31, 2021 |
Percent of Revenue |
Change |
Percent Change |
||||||||||||
Operating revenue |
$ |
108,446 |
100.0 |
% |
$ |
83,394 |
100.0 |
% |
$ |
25,052 |
30.0 |
% |
|||||
Operating expenses: |
|||||||||||||||||
Purchased transportation |
25,215 |
23.3 |
23,221 |
27.8 |
1,994 |
8.6 |
|||||||||||
Salaries, wages and employee benefits |
18,695 |
17.2 |
17,711 |
21.2 |
984 |
5.6 |
|||||||||||
Operating leases |
8,337 |
7.7 |
6,024 |
7.2 |
2,313 |
38.4 |
|||||||||||
Depreciation and amortization |
3,938 |
3.6 |
2,983 |
3.6 |
955 |
32.0 |
|||||||||||
Insurance and claims |
2,448 |
2.3 |
2,385 |
2.9 |
63 |
2.6 |
|||||||||||
Fuel expense |
3,795 |
3.5 |
2,422 |
2.9 |
1,373 |
56.7 |
|||||||||||
Other operating expenses |
32,149 |
29.6 |
20,138 |
24.1 |
12,011 |
59.6 |
|||||||||||
Total operating expenses |
94,577 |
87.2 |
74,884 |
89.8 |
19,693 |
26.3 |
|||||||||||
Income from operations |
$ |
13,869 |
12.8 |
% |
$ |
8,510 |
10.2 |
% |
$ |
5,359 |
63.0 |
% |
|||||
Intermodal Operating Statistics |
||||||||
Three Months Ended |
||||||||
December 31, 2022 |
December 31, 2021 |
Percent Change |
||||||
Drayage shipments |
74,532 |
91,113 |
(18.2 |
)% |
||||
Drayage revenue per shipment |
$ |
1,288 |
$ |
777 |
65.8 |
% |
||
Forward Air Corporation |
|||||
Condensed Consolidated Balance Sheets |
|||||
(In thousands) |
|||||
(Unaudited) |
|||||
December 31, 2022 |
December 31, 2021 |
||||
Assets |
|||||
Current assets: |
|||||
Cash and cash equivalents |
$ |
45,822 |
$ |
37,316 |
|
Accounts receivable, net |
221,028 |
208,085 |
|||
Other receivables, net |
— |
8,097 |
|||
Other current assets |
37,465 |
29,309 |
|||
Total current assets |
304,315 |
282,807 |
|||
Property and equipment, net |
249,080 |
219,095 |
|||
Operating lease right-of-use assets |
141,865 |
148,198 |
|||
Goodwill |
306,184 |
266,752 |
|||
Other acquired intangibles, net |
154,801 |
154,717 |
|||
Other assets |
51,831 |
46,254 |
|||
Total assets |
$ |
1,208,076 |
$ |
1,117,823 |
|
Liabilities and Shareholders’ Equity |
|||||
Current liabilities: |
|||||
Accounts payable |
$ |
54,601 |
$ |
44,837 |
|
Accrued expenses |
54,291 |
61,621 |
|||
Other current liabilities |
3,956 |
4,614 |
|||
Current portion of debt and finance lease obligations |
9,444 |
6,088 |
|||
Current portion of operating lease liabilities |
47,106 |
47,532 |
|||
Total current liabilities |
169,398 |
164,692 |
|||
Finance lease obligations, less current portion |
15,844 |
9,571 |
|||
Long-term debt, less current portion and debt issuance costs |
106,588 |
155,466 |
|||
Operating lease liabilities, less current portion |
98,865 |
101,409 |
|||
Other long-term liabilities |
59,044 |
49,624 |
|||
Deferred income taxes |
51,093 |
43,407 |
|||
Shareholders’ equity: |
|||||
Preferred stock |
— |
— |
|||
Common stock |
265 |
270 |
|||
Additional paid-in capital |
270,855 |
258,474 |
|||
Retained earnings |
436,124 |
334,910 |
|||
Total shareholders’ equity |
707,244 |
593,654 |
|||
Total liabilities and shareholders’ equity |
$ |
1,208,076 |
$ |
1,117,823 |
|
Forward Air Corporation |
|||||||
Condensed Consolidated Statements of Cash Flows |
|||||||
(In thousands) |
|||||||
(Unaudited) |
|||||||
Three Months Ended |
|||||||
December 31, 2022 |
December 31, 2021 |
||||||
Operating activities: |
|||||||
Net income from continuing operations |
$ |
42,942 |
$ |
38,197 |
|||
Adjustments to reconcile net income of continuing operations to net cash provided by operating activities of continuing operations: |
|||||||
Depreciation and amortization |
12,392 |
11,485 |
|||||
Change in fair value of earn-out liability |
— |
(111 |
) |
||||
Share-based compensation expense |
2,633 |
2,734 |
|||||
Provision for revenue adjustments |
4,045 |
2,439 |
|||||
Deferred income tax expense |
5,724 |
2,805 |
|||||
Other |
(619 |
) |
670 |
||||
Changes in operating assets and liabilities, net of effects from the purchase of acquired companies: |
|||||||
Accounts receivable |
24,044 |
(3,598 |
) |
||||
Other receivables |
— |
6,121 |
|||||
Other current and noncurrent assets |
(19,686 |
) |
(16,200 |
) |
|||
Accounts payable, accrued expenses and other long-term liabilities |
(9,199 |
) |
(2,398 |
) |
|||
Net cash provided by operating activities of continuing operations |
62,276 |
42,144 |
|||||
Investing activities: |
|||||||
Proceeds from sale of property and equipment |
949 |
304 |
|||||
Purchases of property and equipment |
(15,328 |
) |
(16,094 |
) |
|||
Purchase of businesses, net of cash acquired |
(25,672 |
) |
(36,813 |
) |
|||
Net cash used in investing activities of continuing operations |
(40,051 |
) |
(52,603 |
) |
|||
Financing activities: |
|||||||
Proceeds from credit facility |
— |
150,000 |
|||||
Payments on credit facility |
(375 |
) |
(150,000 |
) |
|||
Repayments of finance lease obligations |
(1,845 |
) |
(978 |
) |
|||
Payment of debt issuance costs |
— |
(363 |
) |
||||
Proceeds from issuance of common stock upon stock option exercises |
— |
143 |
|||||
Payments of dividends to shareholders |
(6,404 |
) |
(5,706 |
) |
|||
Repurchases and retirement of common stock |
(14,997 |
) |
— |
||||
Proceeds from common stock issued under employee stock purchase plan |
409 |
523 |
|||||
Payment of minimum tax withholdings on share-based awards |
(37 |
) |
(41 |
) |
|||
Contributions from subsidiary held for sale |
— |
2,267 |
|||||
Net cash used in financing activities of continuing operations |
(23,249 |
) |
(4,155 |
) |
|||
Net decrease in cash of continuing operations |
(1,024 |
) |
(14,614 |
) |
|||
Cash from discontinued operation: |
|||||||
Net cash provided by operating activities of discontinued operation |
— |
2,267 |
|||||
Net cash provided by investing activities of discontinued operation |
— |
— |
|||||
Net cash used in by financing activities of discontinued operation |
— |
(2,267 |
) |
||||
Net decrease in cash and cash equivalents |
(1,024 |
) |
(14,614 |
) |
|||
Cash and cash equivalents at beginning of period of continuing operations |
46,846 |
51,930 |
|||||
Cash at beginning of period of discontinued operation |
— |
— |
|||||
Net decrease in cash and cash equivalents |
(1,024 |
) |
(14,614 |
) |
|||
Less: cash at end of period of discontinued operation |
— |
— |
|||||
Cash and cash equivalents at end of period of continuing operations |
$ |
45,822 |
$ |
37,316 |
|||
Forward Air Corporation |
|||||||
Condensed Consolidated Statements of Cash Flows |
|||||||
(In thousands) |
|||||||
(Unaudited) |
|||||||
Year Ended |
|||||||
December 31, 2022 |
December 31, 2021 |
||||||
Operating activities: |
|||||||
Net income from continuing operations |
$ |
193,191 |
$ |
116,091 |
|||
Adjustments to reconcile net income of continuing operations to net cash provided by operating activities of continuing operations: |
|||||||
Depreciation and amortization |
47,386 |
39,552 |
|||||
Change in fair value of earn-out liability |
(294 |
) |
(496 |
) |
|||
Share-based compensation expense |
11,376 |
10,913 |
|||||
Provision for revenue adjustments |
11,347 |
7,943 |
|||||
Deferred income tax expense |
7,686 |
1,421 |
|||||
Other |
(202 |
) |
1,076 |
||||
Changes in operating assets and liabilities, net of effects from the purchase of acquired companies: |
|||||||
Accounts receivable |
(19,128 |
) |
(52,684 |
) |
|||
Other receivables |
8,097 |
(8,097 |
) |
||||
Other current and noncurrent assets |
(12,943 |
) |
(8,002 |
) |
|||
Accounts payable, accrued expenses and other long-term liabilities |
12,574 |
17,179 |
|||||
Net cash provided by operating activities of continuing operations |
259,090 |
124,896 |
|||||
Investing activities: |
|||||||
Proceeds from sale of property and equipment |
2,372 |
2,643 |
|||||
Purchases of property and equipment |
(40,729 |
) |
(39,109 |
) |
|||
Purchase of businesses, net of cash acquired |
(66,105 |
) |
(59,866 |
) |
|||
Net cash used in investing activities of continuing operations |
(104,462 |
) |
(96,332 |
) |
|||
Financing activities: |
|||||||
Proceeds from credit facility |
— |
195,000 |
|||||
Payments on credit facility |
(49,000 |
) |
(150,000 |
) |
|||
Repayments of finance lease obligations |
(6,054 |
) |
(2,423 |
) |
|||
Payment of debt issuance costs |
— |
(482 |
) |
||||
Proceeds from issuance of common stock upon stock option exercises |
206 |
3,706 |
|||||
Payment of earn-out liability |
(91 |
) |
(6,519 |
) |
|||
Payments of dividends to shareholders |
(25,865 |
) |
(22,976 |
) |
|||
Repurchases and retirement of common stock |
(62,771 |
) |
(48,989 |
) |
|||
Proceeds from common stock issued under employee stock purchase plan |
783 |
911 |
|||||
Payment of minimum tax withholdings on share-based awards |
(3,330 |
) |
(3,115 |
) |
|||
Contributions from subsidiary held for sale |
— |
3,385 |
|||||
Net cash used in financing activities of continuing operations |
(146,122 |
) |
(31,502 |
) |
|||
Net increase (decrease) in cash and cash equivalents of continuing operations |
8,506 |
(2,938 |
) |
||||
Cash from discontinued operation: |
|||||||
Net cash used in operating activities of discontinued operation |
— |
(4,635 |
) |
||||
Net cash provided by investing activities of discontinued operation |
— |
8,020 |
|||||
Net cash used in financing activities of discontinued operation |
— |
(3,385 |
) |
||||
Net increase (decrease) in cash and cash equivalents |
8,506 |
(2,938 |
) |
||||
Cash and cash equivalents at beginning of period of continuing operations |
37,316 |
40,254 |
|||||
Cash at beginning of period of discontinued operation |
— |
— |
|||||
Net increase (decrease) in cash and cash equivalents |
8,506 |
(2,938 |
) |
||||
Less: cash at end of period of discontinued operation |
— |
— |
|||||
Cash and cash equivalents at end of period of continuing operations |
$ |
45,822 |
$ |
37,316 |
|||
Forward Air Corporation Reconciliation of Non-GAAP Financial Measures
In this press release, the Company uses non-GAAP financial measures that are derived on the basis of methodologies other than in accordance with GAAP. The Company believes that meaningful analysis of its financial performance requires an understanding of the factors underlying that performance, including an understanding of items that are non-operational. Management uses these non-GAAP financial measures in making financial, operating, compensation and planning decisions as well as evaluating the Company’s performance.
For the three and twelve months ended December 31, 2022 and 2021, this press release contains the following non-GAAP financial measures: earnings before interest, taxes, depreciation and amortization (“EBITDA”), free cash flow, adjusted income from continuing operations, adjusted net income, and adjusted net income per diluted share. All non-GAAP financial measures are presented on a continuing operations basis.
The Company believes that EBITDA improves comparability from period to period by removing the impact of its capital structure (interest and financing expenses), asset base (depreciation and amortization) and tax impacts. The Company believes that free cash flow is an important measure of its ability to repay maturing debt or fund other uses of capital that it believes will enhance shareholder value. The Company believes providing adjusted income from operations, net income and net income per share allows investors to compare Company performance consistently over various periods without regard to the impact of unusual, nonrecurring or nonoperational items.
Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the Company’s financial results prepared in accordance with GAAP. Non-GAAP financial information does not represent a comprehensive basis of accounting. As required by the Securities and Exchange Act of 1933 and the rules and regulations promulgated thereunder, the Company has included, for the periods indicated, a reconciliation of the non-GAAP financial measure to the most directly comparable GAAP financial measure.
The following is a reconciliation of net income to EBITDA for the three and twelve months ended December 31, 2022 and 2021 (in thousands):
Three Months Ended |
Twelve Months Ended |
|||||||||||
Continuing Operations |
December 31, 2022 |
December 31, 2021 |
December 31, 2022 |
December 31, 2021 |
||||||||
Net income |
$ |
42,942 |
$ |
38,197 |
$ |
193,191 |
$ |
116,091 |
||||
Interest expense |
1,617 |
877 |
5,138 |
4,338 |
||||||||
Income tax expense |
16,856 |
12,903 |
67,647 |
38,872 |
||||||||
Depreciation and amortization |
12,392 |
11,485 |
47,386 |
39,552 |
||||||||
EBITDA |
$ |
73,807 |
$ |
63,462 |
$ |
313,362 |
$ |
198,853 |
||||
The following is a reconciliation of net cash provided by operating activities to free cash flow for the three and twelve months ended December 31, 2022 and 2021 (in thousands):
Three Months Ended |
Twelve Months Ended |
|||||||||||||||
Continuing Operations |
December 31, 2022 |
December 31, 2021 |
December 31, 2022 |
December 31, 2021 |
||||||||||||
Net cash provided by operating activities |
$ |
62,276 |
$ |
42,144 |
$ |
259,090 |
$ |
124,896 |
||||||||
Proceeds from sale of property and equipment |
949 |
304 |
2,372 |
2,643 |
||||||||||||
Purchases of property and equipment |
(15,328 |
) |
(16,094 |
) |
(40,729 |
) |
(39,109 |
) |
||||||||
Free cash flow |
$ |
47,897 |
$ |
26,354 |
$ |
220,733 |
$ |
88,430 |
||||||||
The following is a reconciliation of reported income from operations, net income, and net income per diluted share to adjusted income from operations, net income, and net income per diluted share for the three and twelve months ended December 31, 2022 and 2021 (in thousands, except net income per diluted share):
Three Months Ended December 31, 2022 |
Three Months Ended December 31, 2021 |
|||||||||||||||||||||||
Continuing Operations |
Income From Operations |
Net Income1 |
Net Income Per Diluted Share1 |
Income From Operations |
Net Income2 |
Net Income Per Diluted Share2 |
||||||||||||||||||
As Reported |
$ |
61,415 |
$ |
42,942 |
$ |
1.60 |
$ |
51,977 |
$ |
38,197 |
$ |
1.40 |
||||||||||||
Vehicle liability reserve |
1,500 |
1,077 |
0.04 |
— |
— |
— |
||||||||||||||||||
Due diligence and integration costs |
534 |
383 |
0.01 |
— |
— |
— |
||||||||||||||||||
Change in the fair value of the earn-out liability |
— |
— |
— |
(111 |
) |
(83 |
) |
— |
||||||||||||||||
As Adjusted |
$ |
63,449 |
$ |
44,402 |
$ |
1.65 |
$ |
51,866 |
$ |
38,114 |
$ |
1.40 |
||||||||||||
1 Net income and net income per diluted share amounts are based on the after-tax effect of each item. The income tax effect is calculated by applying the effective tax rate to the pre-tax amount. The total tax effect of the above item is $574. |
||||||||||||||||||||||||
2 Net income and net income per diluted share amounts are based on the after-tax effect of each item. The income tax effect is calculated by applying the effective tax rate to the pre-tax amount. The total tax effect of the above item is ($28). |
||||||||||||||||||||||||
Twelve Months Ended December 31, 2022 |
Twelve Months Ended December 31, 2021 |
|||||||||||||||||||||||
Continuing Operations |
Income From Operations |
Net Income1 |
Net Income Per Diluted Share1 |
Income From Operations |
Net Income2 |
Net Income Per Diluted Share2 |
||||||||||||||||||
As Reported |
$ |
265,976 |
$ |
193,191 |
$ |
7.14 |
$ |
159,301 |
$ |
116,091 |
$ |
4.22 |
||||||||||||
Vehicle liability reserve |
1,500 |
1,112 |
0.04 |
— |
— |
— |
||||||||||||||||||
Due diligence and integration costs |
534 |
396 |
0.01 |
— |
— |
— |
||||||||||||||||||
Professional fees for an operational improvement project |
— |
— |
— |
969 |
726 |
0.03 |
||||||||||||||||||
Professional fees for cybersecurity and shareholder engagement activities |
— |
— |
— |
6,955 |
5,209 |
0.19 |
||||||||||||||||||
Change in the fair value of the earn-out liability |
(294 |
) |
(218 |
) |
(0.01 |
) |
(496 |
) |
(372 |
) |
(0.01 |
) |
||||||||||||
As Adjusted |
$ |
267,716 |
$ |
194,481 |
$ |
7.18 |
$ |
166,729 |
$ |
121,654 |
$ |
4.43 |
||||||||||||
1 Net income and net income per diluted share amounts are based on the after-tax effect of each item. The income tax effect is calculated by applying the effective tax rate to the pre-tax amount. The total tax effect of the above item is $451. |
||||||||||||||||||||||||
2 Net income and net income per diluted share amounts are based on the after-tax effect of each item. The income tax effect is calculated by applying the effective tax rate to the pre-tax amount. The total tax effects of the above items is $1,864 |
||||||||||||||||||||||||
The following information is provided to supplement this press release.
Actual - Continuing Operations |
Three Months Ended December 31, 2022 |
|||
Net income from continuing operations |
$ |
42,942 |
||
Income allocated to participating securities |
(264 |
) |
||
Numerator for diluted net income per share - net income |
$ |
42,678 |
||
Weighted-average common shares and common share equivalent outstanding - diluted |
26,701 |
|||
Diluted net income per share |
$ |
1.60 |
||
Projected |
Full Year 2023 |
|||
Projected tax rate - continuing operations |
25.7 |
% |
||
Projected purchases of property and equipment, net of proceeds from sale of property and equipment |
$ |
37,000 |
||
Projected |
December 31, 2023 |
|||
Projected weighted-average common shares and common share equivalent outstanding - diluted |
25,800 |
|||
Note Regarding Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “will” and similar references to future periods. Forward-looking statements included in this press release relate to the expected organic growth and future performance of the Company, expectations regarding the size of shipments of our customers and its impact on the Company's volumes, expectations regarding Forward Game Shape, the Company's ability to successfully grow high value freight, expectations regarding the Company's net income per diluted share for full year 2023, first quarter 2023 guidance, including with respect to revenue and net income per diluted share, expectations regarding full year 2023 targets, full year 2023 projected tax rate, fully diluted share count (before consideration of future share repurchase), projected capital expenditures, the future declaration of dividends and, the quarterly and full year 2023 anticipated dividends per share.
Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. The following is a list of factors, among others, that could cause actual results to differ materially from those contemplated by the forward-looking statements: economic factors such as recessions, inflation, higher interest rates and downturns in customer business cycles, the COVID-19 pandemic, our ability to manage our growth and ability to grow, in part, through acquisitions, while being able to successfully integrate such acquisitions, our ability to secure terminal facilities in desirable locations at reasonable rates, more limited liquidity than expected which limits our ability to make key investments, the creditworthiness of our customers and their ability to pay for services rendered, our inability to maintain our historical growth rate because of a decreased volume of freight or decreased average revenue per pound of freight moving through our network, the availability and compensation of qualified Leased Capacity Providers and freight handlers as well as contracted, third-party carriers needed to serve our customers’ transportation needs, our inability to manage our information systems and inability of our information systems to handle an increased volume of freight moving through our network, the occurrence of cybersecurity risks and events, market acceptance of our service offerings, claims for property damage, personal injuries or workers’ compensation, enforcement of and changes in governmental regulations, environmental, tax, insurance and accounting matters, the handling of hazardous materials, changes in fuel prices, loss of a major customer, increasing competition and pricing pressure, our dependence on our senior management team and the potential effects of changes in employee status, seasonal trends, the occurrence of certain weather events, restrictions in our charter and bylaws and the risks described in our Annual Report on Form 10-K for the year ended December 31, 2021.
Any forward-looking statement made by us in this press release is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
View source version on businesswire.com: https://www.businesswire.com/news/home/20230208005893/en/
Forward Air Corporation Brandon Hammer, 423-636-7173 bhammer@forwardair.com
Source: Forward Air Corporation