Business Wire | Feb 11, 2021 05:57PM EST

Forward Air Corporation Reports Fourth Quarter 2020 Results

Feb. 11, 2021

GREENEVILLE, Tenn--(BUSINESS WIRE)--Feb. 11, 2021--Forward Air Corporation (NASDAQ:FWRD) (the "Company", "we", "our", or "us") today reported financial results for the three and twelve months ended December 31, 2020 as presented in the tables below on a continuing operations basis (Pool Distribution is being reported as a discontinued operation).

Tom Schmitt, Chairman, President and CEO, commenting on fourth quarter results from continuing operations said, "Our growth strategies drove our record fourth quarter revenue, which came in at the high end of our guidance range. Our business momentum improved during the quarter, and through November we were ahead of our internal forecasts. However, as previously disclosed, a December cyber attack temporarily interrupted our operations and impacted our results. Also, considering our strong growth in Final Mile - which has exceeded our expectations - we recorded an increase to an earn-out liability related to a prior acquisition. Excluding the impacts of these two discrete events, we would have exceeded the high end of our net income per diluted share guidance range."

"Our organic growth has continued into the first quarter", said Mr. Schmitt. "Through January, our LTL tonnage is up 10.9% and our LTL shipments are up 14.4% year-over-year, which will become even more accretive following our February 1st general rate increase. Volumes in our other modes have also started the year strong."

"As we drive organic growth, we are also improving our inorganic growth momentum", continued Mr. Schmitt. "During the fourth quarter, we closed our previously announced acquisitions of CLW Delivery and Value Logistics, which contributed to our Final Mile and Intermodal results. And today we are pleased to announce an agreement in principle to sell the Pool Distribution business to Ten Oaks Group, which is expected to close in the next two weeks for total consideration of $20 million, consisting of an $8 million upfront cash payment and up to a $12 million earn-out. We are also thrilled to announce that we entered into an agreement to purchase substantially all the assets of Proficient Transport for approximately $15 million. Proficient will strengthen our Intermodal footprint in key Midwest and Southern markets and is expected to contribute $23 million of revenue and $3 million of EBITDA on an annualized basis."

In closing, Mr. Schmitt said, "As we end 2020, we want to welcome CLW Delivery, Value Logistics and Proficient Transport to the Forward Air family. I would also like to thank our employees and independent contractors for their remarkable efforts to serve our customers during such a difficult year."

Regarding the Company's first quarter 2021 continuing operations guidance, Michael J. Morris, CFO, said, "We expect first quarter year-over-year revenue growth of 11% to 15%. We expect net income per diluted share to be between $0.55 to $0.59, which includes approximately $0.07 of professional fees related to cyber security and shareholder engagement activities (which will be recorded in Other Operations). This compares to $0.41 in the first quarter of 2020."

Continuing Three months endedOperations

(in thousands, December 31, December 31, Percentexcept per share Change data) 2020 2019 Change

Operating revenue $ 350,341 $ 319,656 $ 30,685 9.6%

Income from $ 20,726 $ 30,456 $ (9,730) (31.9)%operations

Operating margin 5.9 % 9.5 % (360) bps

Net income fromcontinuing $ 15,133 $ 22,336 $ (7,203) (32.2)%operations

Net income per $ 0.55 $ 0.79 $ (0.24) (30.4)%diluted share

Cash provided byoperating $ 14,473 $ 39,706 $ (25,233) (63.5)%activities



Non-GAAP Financial Measures: ^1

EBITDA $ 29,929 $ 39,320 $ (9,391) (23.9)%

Free cash flow $ 11,642 $ 39,450 $ (27,808) (70.5)%



Continuing Twelve months endedOperations

(in thousands, December 31, December 31, Percentexcept per share Change data) 2020 2019 Change

Operating revenue $ 1,269,573 $ 1,215,187 $ 54,386 4.5 %

Income from $ 73,924 $ 112,416 $ (38,492) (34.2) %operations

Operating margin 5.8 % 9.3 % (350) bps

Net income fromcontinuing $ 52,767 $ 82,322 $ (29,555) (35.9) %operations

Net income per $ 1.89 $ 2.87 $ (0.98) (34.1) %diluted share

Cash provided byoperating $ 94,966 $ 145,074 $ (50,108) (34.5) %activities



Non-GAAP Financial Measures: ^1

EBITDA $ 111,046 $ 148,809 $ (37,763) (25.4) %

Free cash flow $ 77,111 $ 125,728 $ (48,617) (38.7) %



^1 EBITDA and free cash flow are non-GAAP financial measures andreconciliations of these non-GAAP financial measures are provided in the belowfinancial tables.

On February 2, 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 March 4, 2021 and is expected to be paid on March 19, 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.

On April 23, 2020, the Board approved a strategy to divest of the Pool Distribution business ("Pool"). 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 press release for all periods presented. In addition, Pool assets and liabilities are reflected as "held for sale" on the Consolidated Balance Sheets in this press release.

Review of Financial Results

Forward Air will hold a conference call to discuss fourth quarter 2020 results on Friday, February 12, 2021 at 9:00 a.m. EST. The Company's conference call will be available online on the Investor Relations portion of the Company's website at www.forwardaircorp.com, or by dialing (844) 867-6169, Access Code: 6464581.

A replay of the conference call will be available on the Investor Relations portion of the Company's website at www.forwardaircorp.com, which the Company will use as a primary mechanism to communicate with investors. Investors are urged to monitor the Investor Relations portion of the Company's website to easily find or navigate to current and pertinent information about the Company.

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; final mile services, including delivery of heavy-bulky freight; truckload brokerage services, including dedicated fleet services, high-security and temperature-controlled logistics services; 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; and pool distribution services, including high-frequency handling and distribution of time sensitive product to numerous destinations within a specific geographic region. For more information, visit our website at www.forwardaircorp.com.

Forward Air Corporation

Consolidated Statements of Comprehensive Income

(In thousands, except per share data)

(Unaudited)



Three months ended Year ended

December December December 31, December 31, 31, 31, 2020 2019 2020 2019

(As (As Adjusted) Adjusted)

Operating revenue:

Expedited Freight $ 299,500 $ 265,879 $ 1,072,301 $ 1,000,934

Intermodal 51,767 54,710 199,603 217,711

Eliminations and (926) (933) (2,331) (3,458) other operations

Operating revenue 350,341 319,656 1,269,573 1,215,187

Operating expenses:

Purchased 184,943 159,857 650,664 586,140 transportation

Salaries, wages and 70,527 65,671 270,785 258,001 employee benefits

Operating leases 17,122 16,231 69,720 63,092

Depreciation and 9,206 8,863 37,125 36,394 amortization

Insurance and claims 8,475 9,457 34,912 38,733

Fuel expense 2,919 4,540 12,166 17,759

Other operating 36,423 24,581 120,277 102,652 expenses

Total operating 329,615 289,200 1,195,649 1,102,771 expenses

Income (loss) from continuing operations

Expedited Freight 20,872 27,418 71,266 103,640

Intermodal 3,428 5,354 16,391 23,679

Other operations (3,574) (2,316) (13,733) (14,903)

Income from 20,726 30,456 73,924 112,416 continuing operations

Other expense:

Interest expense (1,206) (795) (4,561) (2,711)

Other, net (3) 1 (3) (1)

Total other expense (1,209) (794) (4,564) (2,712)

Income before income 19,517 29,662 69,360 109,704 taxes

Income tax expense 4,384 7,326 16,593 27,382

Net income from 15,133 22,336 52,767 82,322 continuing operations

(Loss) income fromdiscontinued (19,576) 1,832 (29,034) 4,777 operation, net of tax^1

Net (loss) income andcomprehensive (loss) $ (4,443) $ 24,168 $ 23,733 $ 87,099 income



Net income per share:

Basic net income (loss) per share:

Continuing operations $ 0.55 $ 0.79 $ 1.90 $ 2.89

Discontinued (0.72) 0.07 (1.05) 0.17 operation ^1

Net (loss) income per $ (0.17) $ 0.86 $ 0.84 $ 3.06 share ^2

Diluted net income (loss) per share:

Continuing operations $ 0.55 $ 0.79 $ 1.89 $ 2.87

Discontinued (0.72) 0.07 (1.05) 0.17 operation ^1

Net (loss) income per $ (0.17) $ 0.85 $ 0.84 $ 3.04 share ^2



Dividends per share: $ 0.21 $ 0.18 $ 0.75 $ 0.72

1 2020 loss amounts include the impact of a $21.2 million after-tax non-cash impairment charge to reflect the estimated fair value of Pool Distribution's net assets.

2 Rounding may impact summation of amounts.

^1 2020 loss amounts include the impact of a $21.2 million after-tax non-cashimpairment charge to reflect the estimated fair value of Pool Distribution'snet assets.

^2 Rounding may impact summation of amounts.

Expedited Freight Segment Information

(In millions)

(Unaudited)



Three months ended

December Percent December Percent Percent 31, of 31, of

2020 ^1 Revenue 2019 Revenue Change Change

(As Adjusted)

Operating revenue:

Network ^2 $ 170.0 56.8 % $ 172.1 64.7 % $ (2.1) (1.2) %

Truckload 54.8 18.3 52.5 19.8 2.3 4.4

Final Mile 66.3 22.1 34.2 12.9 32.1 93.9

Other 8.4 2.8 7.0 2.6 1.4 20.0

Totaloperating 299.5 100.0 265.8 100.0 33.7 12.7 revenue



Operating expenses:

Purchased 167.2 55.8 141.1 53.1 26.1 18.5 transportation

Salaries,wages and 58.4 19.5 51.8 19.5 6.6 12.7 employeebenefits

Operating 13.3 4.4 12.0 4.5 1.3 10.8 leases

Depreciationand 6.8 2.3 6.2 2.4 0.6 9.7 amortization

Insurance and 5.9 2.0 6.6 2.5 (0.7) (10.6) claims

Fuel expense 1.7 0.6 2.5 0.9 (0.8) (32.0)

Otheroperating 25.3 8.4 18.2 6.8 7.1 39.0 expenses

Totaloperating 278.6 93.0 238.4 89.7 40.2 16.9 expenses

Income from $ 20.9 7.0 % $ 27.4 10.3 % $ (6.5) (23.7) %operations



^1 Includes revenues and operating expenses from the acquisition of Linn Starwhich was acquired in January 2020. Linn Star results are not included in theprior period.

^2 Network revenue is comprised of all revenue, including linehaul, pickup and/or delivery, and fuel surcharge revenue, excluding accessorial, Truckload andFinal Mile revenue.

Expedited Freight Operating Statistics

Three months ended

December 31,

December 31,

Percent

2020

2019

Change

(As Adjusted)

Business days

64

64

-

%

Tonnage 1,2

Total pounds

641,370

642,092

(0.1)

Pounds per day

10,021

10,033

(0.1)

Shipments 1,2

Total shipments

1,052

1,069

(1.6)

Shipments per day

16.4

16.7

(1.8)

Weight per shipment

610

601

1.5

Revenue per hundredweight 3

$

26.65

$

27.02

(1.4)

Revenue per hundredweight, excluding fuel 3

$

23.23

$

22.72

2.2

Revenue per shipment 3

$

162

$

164

(1.2)

Revenue per shipment, excluding fuel 3

$

141

$

139

1.4

Network revenue from door-to-door shipments

as a percentage of network revenue 3,4

46.6

%

41.1

%

13.4

Network gross margin 5

49.6

%

53.8

%

(7.8)

%

1 In thousands.

2 Excludes accessorial, full 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.

5 Network revenue less Network purchased transportation as a percentage of Network revenue.

Expedited Freight Operating Statistics



Three months ended

December December Percent 31, 31,

2020 2019 Change

(As Adjusted)



Business days 64 64 - %



Tonnage ^1,2

Total pounds 641,370 642,092 (0.1)

Pounds per day 10,021 10,033 (0.1)



Shipments ^1,2

Total shipments 1,052 1,069 (1.6)

Shipments per day 16.4 16.7 (1.8)



Weight per shipment 610 601 1.5



Revenue per hundredweight ^3 $ 26.65 $ 27.02 (1.4)

Revenue per hundredweight, excluding fuel ^3 $ 23.23 $ 22.72 2.2



Revenue per shipment ^3 $ 162 $ 164 (1.2)

Revenue per shipment, excluding fuel ^3 $ 141 $ 139 1.4

Network revenue from door-to-door shipments 46.6 % 41.1 % 13.4 as a percentage of network revenue ^3,4

Network gross margin ^5 49.6 % 53.8 % (7.8) %



^1 In thousands.

^2 Excludes accessorial, full truckload and final mile products.

^3 Includes intercompany revenue between the Network and Truckload revenuestreams.

^4 Door-to-door shipments include all shipments with a pickup and/or delivery.

^5 Network revenue less Network purchased transportation as a percentage ofNetwork revenue.

Intermodal Segment Information

(In millions)

(Unaudited)

Three months ended

December 31,

Percent of

December 31,

Percent of

Percent

2020 1

Revenue

2019

Revenue

Change

Change

Operating revenue

$

51.8

100.0

%

$

54.7

100.0

%

$

(2.9)

(5.3)

%

Operating expenses:

Purchased transportation

18.4

35.6

19.3

35.3

(0.9)

(4.7)

Salaries, wages and employee benefits

12.4

23.9

13.6

24.9

(1.2)

(8.8)

Operating leases

3.9

7.5

4.2

7.7

(0.3)

(7.1)

Depreciation and amortization

2.4

4.6

2.7

4.9

(0.3)

(11.1)

Insurance and claims

2.1

4.1

1.7

3.1

0.4

23.5

Fuel expense

1.2

2.3

2.1

3.8

(0.9)

(42.9)

Other operating expenses

8.0

15.4

5.8

10.6

2.2

37.9

Total operating expenses

48.4

93.4

49.4

90.3

(1.0)

(2.0)

Income from operations

$

3.4

6.6

%

$

5.3

9.7

%

$

(1.9)

(35.8)

%

1 Includes revenues and operating expenses from the acquisition of OST, which was acquired in July 2019 and partially included in the prior period.

Intermodal Segment Information

(In millions)

(Unaudited)



Three months ended

December Percent December Percent Percent 31, of 31, of

2020 ^1 Revenue 2019 Revenue Change Change

Operating $ 51.8 100.0 % $ 54.7 100.0 % $ (2.9) (5.3) %revenue



Operating expenses:

Purchased 18.4 35.6 19.3 35.3 (0.9) (4.7) transportation

Salaries, wagesand employee 12.4 23.9 13.6 24.9 (1.2) (8.8) benefits

Operating leases 3.9 7.5 4.2 7.7 (0.3) (7.1)

Depreciation and 2.4 4.6 2.7 4.9 (0.3) (11.1) amortization

Insurance and 2.1 4.1 1.7 3.1 0.4 23.5 claims

Fuel expense 1.2 2.3 2.1 3.8 (0.9) (42.9)

Other operating 8.0 15.4 5.8 10.6 2.2 37.9 expenses

Total operating 48.4 93.4 49.4 90.3 (1.0) (2.0) expenses

Income from $ 3.4 6.6 % $ 5.3 9.7 % $ (1.9) (35.8) %operations



^1 Includes revenues and operating expenses from the acquisition of OST, whichwas acquired in July 2019 and partially included in the prior period.

Intermodal Operating Statistics

Three months ended

December 31,

December 31,

Percent

2020

2019

Change

Drayage shipments

75,500

77,906

(3.1)

%

Drayage revenue per shipment

$

583

$

603

(3.3)

Number of locations

24

21

14.3

%

Intermodal Operating Statistics



Three months ended

December 31, December 31, Percent

2020 2019 Change



Drayage shipments 75,500 77,906 (3.1) %

Drayage revenue per shipment $ 583 $ 603 (3.3)

Number of locations 24 21 14.3 %

Forward Air Corporation

Consolidated Balance Sheets

(In thousands)

(Unaudited)

December 31,2020

December 31,2019

Assets

Current assets:

Cash and cash equivalents

$

40,254

$

64,749

Accounts receivable, net

156,490

136,214

Other current assets

31,780

20,403

Current assets held for sale

21,002

14,952

Total current assets

249,526

236,318

Property and equipment

380,519

373,571

Less accumulated depreciation and amortization

190,652

180,815

Net property and equipment

189,867

192,756

Operating lease right-of-use assets

123,338

105,170

Goodwill

244,982

215,699

Other acquired intangibles, net of accumulated amortization

145,032

124,857

Other assets

41,926

39,374

Noncurrent assets held for sale

53,097

76,704

Total assets

$

1,047,768

$

990,878

Liabilities and Shareholders' Equity

Current liabilities:

Accounts payable

$

38,369

$

25,411

Accrued expenses

55,413

44,152

Current portion of contingent consideration

6,865

5,320

Current portion of debt and finance lease obligations

1,801

1,421

Current portion of operating lease liabilities

43,680

35,886

Current liabilities held for sale

25,924

24,974

Total current liabilities

172,052

137,164

Debt and finance lease obligations, less current portion

117,408

72,249

Operating lease liabilities, less current portion

80,346

69,678

Other long-term liabilities

54,129

56,448

Deferred income taxes

41,929

41,214

Noncurrent liabilities held for sale

34,575

36,943

Shareholders' equity:

Common stock

273

279

Additional paid-in capital

242,916

226,869

Retained earnings

304,140

350,034

Total shareholders' equity

547,329

577,182

Total liabilities and shareholders' equity

$

1,047,768

$

990,878

Forward Air Corporation

Consolidated Balance Sheets

(In thousands)

(Unaudited)

December 31, December 2020 31, 2019

Assets

Current assets:

Cash and cash equivalents $ 40,254 $ 64,749

Accounts receivable, net 156,490 136,214

Other current assets 31,780 20,403

Current assets held for sale 21,002 14,952

Total current assets 249,526 236,318



Property and equipment 380,519 373,571

Less accumulated depreciation and amortization 190,652 180,815

Net property and equipment 189,867 192,756

Operating lease right-of-use assets 123,338 105,170

Goodwill 244,982 215,699

Other acquired intangibles, net of accumulated 145,032 124,857 amortization

Other assets 41,926 39,374

Noncurrent assets held for sale 53,097 76,704

Total assets $ 1,047,768 $ 990,878



Liabilities and Shareholders' Equity

Current liabilities:

Accounts payable $ 38,369 $ 25,411

Accrued expenses 55,413 44,152

Current portion of contingent consideration 6,865 5,320

Current portion of debt and finance lease 1,801 1,421 obligations

Current portion of operating lease liabilities 43,680 35,886

Current liabilities held for sale 25,924 24,974

Total current liabilities 172,052 137,164



Debt and finance lease obligations, less current 117,408 72,249 portion

Operating lease liabilities, less current portion 80,346 69,678

Other long-term liabilities 54,129 56,448

Deferred income taxes 41,929 41,214

Noncurrent liabilities held for sale 34,575 36,943



Shareholders' equity:

Common stock 273 279

Additional paid-in capital 242,916 226,869

Retained earnings 304,140 350,034

Total shareholders' equity 547,329 577,182

Total liabilities and shareholders' equity $ 1,047,768 $ 990,878

Forward Air Corporation

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

Three months ended

December 31,2020

December 31,2019

Operating activities:

Net income from continuing operations

$

15,133

$

22,336

Adjustments to reconcile net income of continuing operations to net cash

provided by operating activities of continuing operations:

Depreciation and amortization

9,206

8,863

Change in fair value of earn-out liability

2,588

(923)

Share-based compensation expense

2,596

2,727

Other

(127)

(103)

Provision for revenue adjustments

1,779

1,100

Deferred income tax provision

(2,976)

1,208

Changes in operating assets and liabilities, net of effects from purchase of acquired companies:

Accounts receivable

(5,304)

4,431

Other current and noncurrent assets

(12,236)

4,732

Accounts payable and accrued expenses

3,814

(4,665)

Net cash provided by operating activities of continuing operations

14,473

39,706

Investing activities:

Proceeds from sale of property and equipment

998

968

Purchases of property and equipment

(3,829)

(1,224)

Purchase of businesses, net of cash acquired

(7,720)

-

Net cash used in investing activities of continuing operations

(10,551)

(256)

Financing activities:

Repayments of finance lease obligations

(364)

(418)

Proceeds from issuance of common stock upon stock option exercises

2,336

1,987

Payments of dividends to stockholders

(5,778)

(5,073)

Repurchases of common stock

-

(8,298)

Common stock issued under employee stock purchase plan

370

353

Payment of minimum tax withholdings on share-based awards

(64)

-

(Distributions to) contributions from subsidiary held for sale

(3,158)

1,924

Net cash used in financing activities of continuing operations

(6,658)

(9,525)

(Decrease) increase in cash and cash equivalents of continuing operations

(2,736)

29,925

Cash from discontinued operation:

Net cash (used in) provided by operating activities of discontinued operation

(2,764)

4,039

Net cash used in investing activities of discontinued operation

(394)

(2,115)

Net cash provided by (used in) financing activities of discontinued operation

3,158

(1,924)

(Decrease) increase in cash and cash equivalents

(2,736)

29,925

Cash and cash equivalents at beginning of period of continuing operations

42,990

34,824

Cash at beginning of period of discontinued operation

-

-

(Decrease) increase in cash and cash equivalents

(2,736)

29,925

Cash at beginning of period of discontinued operation

-

-

Cash and cash equivalents at end of period of continuing operations

$

40,254

$

64,749

Forward Air Corporation

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)



Three months ended

December December 31, 31, 2020 2019

Operating activities:

Net income from continuing operations $ 15,133 $ 22,336

Adjustments to reconcile net income of continuingoperations to net cash provided by operating activities of continuingoperations:

Depreciation and amortization 9,206 8,863

Change in fair value of earn-out liability 2,588 (923)

Share-based compensation expense 2,596 2,727

Other (127) (103)

Provision for revenue adjustments 1,779 1,100

Deferred income tax provision (2,976) 1,208

Changes in operating assets and liabilities, net of effects from purchase of acquired companies:

Accounts receivable (5,304) 4,431

Other current and noncurrent assets (12,236) 4,732

Accounts payable and accrued expenses 3,814 (4,665)

Net cash provided by operating activities of continuing 14,473 39,706 operations



Investing activities:

Proceeds from sale of property and equipment 998 968

Purchases of property and equipment (3,829) (1,224)

Purchase of businesses, net of cash acquired (7,720) -

Net cash used in investing activities of continuing (10,551) (256) operations



Financing activities:

Repayments of finance lease obligations (364) (418)

Proceeds from issuance of common stock upon stock 2,336 1,987 option exercises

Payments of dividends to stockholders (5,778) (5,073)

Repurchases of common stock - (8,298)

Common stock issued under employee stock purchase plan 370 353

Payment of minimum tax withholdings on share-based (64) - awards

(Distributions to) contributions from subsidiary held (3,158) 1,924 for sale

Net cash used in financing activities of continuing (6,658) (9,525) operations

(Decrease) increase in cash and cash equivalents of (2,736) 29,925 continuing operations



Cash from discontinued operation:

Net cash (used in) provided by operating activities of (2,764) 4,039 discontinued operation

Net cash used in investing activities of discontinued (394) (2,115) operation

Net cash provided by (used in) financing activities of 3,158 (1,924) discontinued operation

(Decrease) increase in cash and cash equivalents (2,736) 29,925

Cash and cash equivalents at beginning of period of 42,990 34,824 continuing operations

Cash at beginning of period of discontinued operation - -

(Decrease) increase in cash and cash equivalents (2,736) 29,925

Cash at beginning of period of discontinued operation - -

Cash and cash equivalents at end of period of $ 40,254 $ 64,749 continuing operations

Forward Air Corporation

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

Year ended

December 31,2020

December 31,2019

Operating activities:

Net income from continuing operations

$

52,767

$

82,322

Adjustments to reconcile net income of continuing operations to net cash

provided by operating activities of continuing operations:

Depreciation and amortization

37,125

36,394

Change in fair value of earn-out liability

379

(33)

Share-based compensation expense

10,448

11,263

Other

587

1,497

Provision for revenue adjustments

4,751

3,339

Deferred income tax provision

1,341

7,089

Changes in operating assets and liabilities, net of effects from the purchase of

acquired companies:

Accounts receivable

(25,740)

653

Other current and noncurrent assets

(10,983)

(4,662)

Accounts payable and accrued expenses

24,291

7,212

Net cash provided by operating activities of continuing operations

94,966

145,074

Investing activities:

Proceeds from sale of property and equipment

2,413

2,661

Purchases of property and equipment

(20,268)

(22,007)

Purchase of businesses, net of cash acquired

(63,651)

(39,000)

Net cash used in investing activities of continuing operations

(81,506)

(58,346)

Financing activities:

Repayments of finance lease obligations

(893)

(946)

Proceeds from senior credit facility

65,000

20,000

Repayments of senior credit facility

(20,000)

-

Proceeds from issuance of common stock upon stock option exercises

4,237

4,050

Payment of earn-out liability

(5,284)

-

Payments of dividends to stockholders

(20,868)

(20,494)

Repurchases of common stock

(45,248)

(56,204)

Common stock issued under employee stock purchase plan

664

614

Payment of minimum tax withholdings on share-based awards

(3,508)

(3,032)

(Distributions to) contributions from subsidiary held for sale

(12,055)

8,376

Net cash used in financing activities of continuing operations

(37,955)

(47,636)

Net (decrease) increase in cash of continuing operations

(24,495)

39,092

Cash from discontinued operation:

Net cash (used in) provided by operating activities of discontinued operation

(10,854)

13,945

Net cash used in investing activities of discontinued operation

(1,201)

(5,569)

Net cash provided by (used in) financing activities of discontinued operation

12,055

(8,376)

(Decrease) increase in cash and cash equivalents

(24,495)

39,092

Cash and cash equivalents at beginning of period of continuing operations

64,749

25,657

Cash at beginning of period of discontinued operation

-

-

(Decrease) increase in cash and cash equivalents

(24,495)

39,092

Less: cash at beginning of period of discontinued operation

-

-

Cash and cash equivalents at end of period of continuing operations

$

40,254

$

64,749

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 in 2020 and 2019 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, 2020 and 2019, this press release contains the following non-GAAP financial measures: earnings before interest, taxes, depreciation and amortization ("EBITDA") and free cash flow. 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 stockholder value.

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 twelve months ended December 31, 2020 and 2019 (in thousands):

Forward Air Corporation

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

Year ended

December December 31, 31, 2020 2019

Operating activities:

Net income from continuing operations $ 52,767 $ 82,322

Adjustments to reconcile net income of continuingoperations to net cash provided by operating activities of continuingoperations:

Depreciation and amortization 37,125 36,394

Change in fair value of earn-out liability 379 (33)

Share-based compensation expense 10,448 11,263

Other 587 1,497

Provision for revenue adjustments 4,751 3,339

Deferred income tax provision 1,341 7,089

Changes in operating assets and liabilities, net ofeffects from the purchase of

acquired companies:

Accounts receivable (25,740) 653

Other current and noncurrent assets (10,983) (4,662)

Accounts payable and accrued expenses 24,291 7,212

Net cash provided by operating activities of continuing 94,966 145,074 operations



Investing activities:

Proceeds from sale of property and equipment 2,413 2,661

Purchases of property and equipment (20,268) (22,007)

Purchase of businesses, net of cash acquired (63,651) (39,000)

Net cash used in investing activities of continuing (81,506) (58,346) operations



Financing activities:

Repayments of finance lease obligations (893) (946)

Proceeds from senior credit facility 65,000 20,000

Repayments of senior credit facility (20,000) -

Proceeds from issuance of common stock upon stock 4,237 4,050 option exercises

Payment of earn-out liability (5,284) -

Payments of dividends to stockholders (20,868) (20,494)

Repurchases of common stock (45,248) (56,204)

Common stock issued under employee stock purchase plan 664 614

Payment of minimum tax withholdings on share-based (3,508) (3,032) awards

(Distributions to) contributions from subsidiary held (12,055) 8,376 for sale

Net cash used in financing activities of continuing (37,955) (47,636) operations

Net (decrease) increase in cash of continuing (24,495) 39,092 operations



Cash from discontinued operation:

Net cash (used in) provided by operating activities of (10,854) 13,945 discontinued operation

Net cash used in investing activities of discontinued (1,201) (5,569) operation

Net cash provided by (used in) financing activities of 12,055 (8,376) discontinued operation

(Decrease) increase in cash and cash equivalents (24,495) 39,092

Cash and cash equivalents at beginning of period of 64,749 25,657 continuing operations

Cash at beginning of period of discontinued operation - -

(Decrease) increase in cash and cash equivalents (24,495) 39,092

Less: cash at beginning of period of discontinued - - operation

Cash and cash equivalents at end of period of $ 40,254 $ 64,749 continuing operations

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 in 2020 and 2019 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, 2020 and 2019, this press release contains the following non-GAAP financial measures: earnings before interest, taxes, depreciation and amortization ("EBITDA") and free cash flow. 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 stockholder value.

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 twelve months ended December 31, 2020 and 2019 (in thousands):

Three months ended Twelve months ended

December December December DecemberContinuing Operations 31, 31, 31, 31,

2020 2019 2020 2019

Net income $ 15,133 $ 22,336 $ 52,767 $ 82,322

Interest expense 1,206 795 4,561 2,711

Income tax expense 4,384 7,326 16,593 27,382

Depreciation and 9,206 8,863 37,125 36,394 amortization

EBITDA $ 29,929 $ 39,320 $ 111,046 $ 148,809

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 twelve months ended December 31, 2020 and 2019 (in thousands):

Three months ended Twelve months ended

December December December DecemberContinuing Operations 31, 31, 31, 31,

2020 2019 2020 2019

Net cash provided by operating $ 14,473 $ 39,706 $ 94,966 $ 145,074 activities

Proceeds from sale of property 998 968 2,413 2,661 and equipment

Purchases of property and (3,829) (1,224) (20,268) (22,007) equipment

Free cash flow $ 11,642 $ 39,450 $ 77,111 $ 125,728

The following information is provided to supplement this press release.

Three months ended

Actual - Continuing Operations December 31, 2020

Net income from continuing operations $ 15,133

Income allocated to participating securities (106)

Numerator for diluted net income per share $ 15,027



Weighted-average shares outstanding-diluted 27,372

Diluted net income per share $ 0.55





Projected Full year 2021

Projected tax rate - continuing operations 25.5 %



Projected purchases of property and equipment, net of $ 44,000 proceeds from sale of property and equipment^1

^1 Includes $23,500 for the Columbus, Ohio hub expansion



Projected - Continuing Operations December 31, 2021

Projected weighted-average shares outstanding-diluted 27,000

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, expected 2021 guidance, including first quarterly 2021 revenue growth, first quarter 2021 net income per diluted share, full year 2021 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 2021 anticipated dividends per share, the expected consideration received from and the timing of closing of the pending sale of the Company's Pool Distribution business, and the growth of the Company's Intermodal business following the acquisition of Proficient Transport.

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: prolonged impact of COVID-19 and actions taken to mitigate those impacts, economic factors such as recessions, inflation, higher interest rates and downturns in customer business cycles, the creditworthiness of our customers and their ability to pay for services rendered, more limited liquidity than expected which limits our ability to make key investments, the availability and compensation of qualified independent owner-operators and freight handlers as well as contracted, third-party carriers needed to serve our customers' transportation needs, the inability of our information systems to handle an increased volume of freight moving through our network, the occurrence of cybersecurity risks and events, changes in fuel prices, 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, loss of a major customer, increasing competition and pricing pressure, our ability to secure terminal facilities in desirable locations at reasonable rates, our inability to successfully integrate acquisitions, claims for property damage, personal injuries or workers' compensation, enforcement of and changes in governmental regulations, environmental and tax matters, insurance matters, the handling of hazardous materials and the risks described in our Annual Report on Form 10-K for the year ended December 31, 2019.

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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CONTACT: Forward Air Corporation Michael J. Morris, 404-362-8933 mmorris@forwardair.com