Business Wire | Jul 29, 2021 05:11PM EDT

Forward Air Corporation Reports Second Quarter 2021 Results

Jul. 29, 2021

GREENEVILLE, Tenn.--(BUSINESS WIRE)--Jul. 29, 2021--Forward Air Corporation (NASDAQ:FWRD) (the "Company", "we", "our", or "us") today reported financial results for the three and six months ended June 30, 2021 as presented in the tables below on a continuing operations basis (Pool Distribution was previously reported as a discontinued operation).

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20210729006180/en/

Forward Air Corporation reports highest revenue and operating income for a quarter. (Photo: Business Wire)

Tom Schmitt, Chairman, President and CEO, commenting on second quarter results from continuing operations said, "Business momentum continued during the quarter culminating in the highest net income for the month of June. Our focus on our two rock star segments, Expedited Freight and Intermodal, as well as solid revenue management, drove our second quarter revenue, which exceeded the high end of our guidance range. Surgical collaboration with customers on selecting, handling, and pricing freight led to the highest operating income for a quarter. Net income per diluted share of $1.11 exceeded the high end of our $0.96 to $1.00 guidance range. I am very encouraged that in our second quarter we are better than in pre-pandemic 2019's second quarter: better consolidated operating margins now. And bigger - our operating revenues are up almost 40% year-over-year. Additionally, we are working to bring back our customer's events business in late 2021 and 2022."

Mr. Schmitt continued, "We expect volumes in the third quarter 2021 to significantly exceed volumes for the same period of 2020. Through July, our volumes were strong year-over-year. We are guiding to a record third quarter revenue and net income per diluted share despite the impact of an investment in operational enhancements and to a lesser extent the typical slowdown in volumes in the third quarter as compared to the second quarter."

In closing, Mr. Schmitt said, "In the second quarter, we achieved the highest revenue and operating income for a quarter in the history of the Company. I would like to thank all of our teammates for their hard work in helping to achieve this important milestone."

Regarding the Company's third quarter 2021 continuing operations guidance, Rebecca J. Garbrick, CFO, said, "We expect our year-over-year revenue growth will be 28% to 32%, and our net income per diluted share to be between $1.03 to $1.07, compared to $0.61 in the third quarter of 2020. The net income per diluted share outlook reflects a $0.03 per share impact from professional fees related to an operational improvement project (which will be recorded in Expedited Freight)."

Continuing Operations Three Months Ended

(in thousands, except per June 30, June 30, Change Percentshare data) 2021 2020^1 Change

Operating revenue $ 420,671 $ 281,678 $ 138,993 49.3 %

Income from operations $ 42,124 $ 13,914 $ 28,210 202.7 %

Operating margin 10.0 % 4.9 % 510 bps

Net income $ 30,677 $ 9,225 $ 21,452 232.5 %

Net income per diluted share $ 1.11 $ 0.33 $ 0.78 236.4 %

Cash provided by operating $ 22,748 $ 29,101 $ (6,353) (21.8) %activities



Non-GAAP Financial Measures: ^2

EBITDA $ 51,538 $ 23,327 $ 28,211 120.9 %

Free cash flow $ 17,517 $ 17,806 $ (289) (1.6) %



^1 Results for the three months ended June 30, 2020 include severalnon-recurring items including a $2.1 million gain from changes in fair value onan earn-out due to the timing of expected new business wins, partially offsetby $1.0 million of severance and $0.7 million in reserves for customersnegatively impacted by COVID-19.

^2 EBITDA and free cash flow are non-GAAP financial measures andreconciliations of these non-GAAP financial measures are provided in the belowfinancial tables.

Continuing Operations

Six Months Ended

(in thousands, except per share data)

June 30, 20211

June 30, 20202

Change

Percent Change

Operating revenue

$

782,873

$

587,235

$

195,638

33.3

%

Income from operations

$

64,848

$

29,687

$

35,161

118.4

%

Operating margin

8.3

%

5.1

%

320 bps

Net income

$

47,391

$

20,641

$

26,750

129.6

%

Net income per diluted share

$

1.71

$

0.72

$

0.99

137.5

%

Cash provided by operating activities

$

39,661

$

59,929

$

(20,268)

(33.8)

%

Non-GAAP Financial Measures: 3

EBITDA

$

83,499

$

48,434

$

35,065

72.4

%

Free cash flow

$

32,400

$

46,703

$

(14,303)

(30.6)

%

1 Results for the six months ended June 30, 2021 includes a $7.0 million charge for professional fees related to cyber security and shareholder engagement activities.

2 Results for the six months ended June 30, 2020 include several non-recurring items including a $2.7 million gain from changes in fair value on an earn-out due to the timing of expected new business wins, partially offset by $1.0 million of severance and $0.7 million in reserves for customers negatively impacted by COVID-19.

3 EBITDA and free cash flow are non-GAAP financial measures and reconciliations of these non-GAAP financial measures are provided in the below financial tables.

On July 27, 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 August 20, 2021 and is expected to be paid on September 9, 2021. This quarterly dividend is made pursuant to a cash dividend policy approved by the Board of Directors, which anticipates a total annual dividend of $0.84 for the full year 2021, payable in quarterly increments of $0.21 per share of common stock. The actual declaration of future cash dividends, and the establishment of record and payment dates, is subject to final determination by the Board of Directors each quarter after its review of the Company's financial performance and position.

The Board approved a strategy to divest the Pool Distribution business ("Pool") on April 23, 2020, and the sale of Pool was completed on February 12, 2021. Accordingly, the results of operations and cash flows for Pool have been presented as a discontinued operation and have been excluded from continuing operations in this release for all periods presented. In addition, Pool assets and liabilities were reflected as "held for sale" on the Condensed Consolidated Balance Sheets in this press release for the prior period.

Review of Financial Results

Forward Air will hold a conference call to discuss second quarter 2021 results on Friday, July 30, 2021 at 9:00 a.m. EDT. The Company's conference call will be available online on the Investor Relations portion of the Company's website at www.forwardaircorp.com, or by dialing (844) 867-6169, Access Code: 1588037.

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

About Forward Air Corporation

Forward Air is a leading asset-light freight and logistics company that provides services across the United States and Canada. We provide expedited less-than-truckload ("LTL") services, including local pick-up and delivery, shipment consolidation/deconsolidation, warehousing, and customs brokerage by utilizing a comprehensive national network of terminals; 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.

Continuing Operations Six Months Ended

(in thousands, except per June 30, June 30, Change Percentshare data) 2021^1 2020^2 Change

Operating revenue $ 782,873 $ 587,235 $ 195,638 33.3 %

Income from operations $ 64,848 $ 29,687 $ 35,161 118.4 %

Operating margin 8.3 % 5.1 % 320 bps

Net income $ 47,391 $ 20,641 $ 26,750 129.6 %

Net income per diluted share $ 1.71 $ 0.72 $ 0.99 137.5 %

Cash provided by operating $ 39,661 $ 59,929 $ (20,268) (33.8) %activities



Non-GAAP Financial Measures: ^3

EBITDA $ 83,499 $ 48,434 $ 35,065 72.4 %

Free cash flow $ 32,400 $ 46,703 $ (14,303) (30.6) %



^1 Results for the six months ended June 30, 2021 includes a $7.0 millioncharge for professional fees related to cyber security and shareholderengagement activities.

^2 Results for the six months ended June 30, 2020 include several non-recurringitems including a $2.7 million gain from changes in fair value on an earn-outdue to the timing of expected new business wins, partially offset by $1.0million of severance and $0.7 million in reserves for customers negativelyimpacted by COVID-19.

^3 EBITDA and free cash flow are non-GAAP financial measures andreconciliations of these non-GAAP financial measures are provided in the belowfinancial tables.

On July 27, 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 August 20, 2021 and is expected to be paid on September 9, 2021. This quarterly dividend is made pursuant to a cash dividend policy approved by the Board of Directors, which anticipates a total annual dividend of $0.84 for the full year 2021, payable in quarterly increments of $0.21 per share of common stock. The actual declaration of future cash dividends, and the establishment of record and payment dates, is subject to final determination by the Board of Directors each quarter after its review of the Company's financial performance and position.

The Board approved a strategy to divest the Pool Distribution business ("Pool") on April 23, 2020, and the sale of Pool was completed on February 12, 2021. Accordingly, the results of operations and cash flows for Pool have been presented as a discontinued operation and have been excluded from continuing operations in this release for all periods presented. In addition, Pool assets and liabilities were reflected as "held for sale" on the Condensed Consolidated Balance Sheets in this press release for the prior period.

Review of Financial Results

Forward Air will hold a conference call to discuss second quarter 2021 results on Friday, July 30, 2021 at 9:00 a.m. EDT. The Company's conference call will be available online on the Investor Relations portion of the Company's website at www.forwardaircorp.com, or by dialing (844) 867-6169, Access Code: 1588037.

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

About Forward Air Corporation

Forward Air is a leading asset-light freight and logistics company that provides services across the United States and Canada. We provide expedited less-than-truckload ("LTL") services, including local pick-up and delivery, shipment consolidation/deconsolidation, warehousing, and customs brokerage by utilizing a comprehensive national network of terminals; 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

Condensed Consolidated Statements of Comprehensive Income

(Unaudited, in thousands, except per share data)



Three Months Ended Six Months Ended

June 30, June 30, June 30, June 30, 2021 2020 2021 2020

Operating revenue:

Expedited Freight $ 351,735 $ 235,658 $ 655,921 $ 489,287

Intermodal 69,133 46,428 127,647 98,888

Eliminations and other (197) (408) (695) (940) operations

Operating revenue 420,671 281,678 782,873 587,235

Operating expenses:

Purchased transportation 215,217 142,069 399,825 292,667

Salaries, wages and 84,641 63,772 159,538 133,331 employee benefits

Operating leases 20,370 17,387 39,537 35,271

Depreciation and 9,414 9,413 18,651 18,747 amortization

Insurance and claims 10,891 7,722 20,632 17,766

Fuel expense 4,059 2,519 7,761 6,532

Other operating expenses 33,955 24,882 72,081 53,234

Total operating expenses 378,547 267,764 718,025 557,548

Income (loss) from continuing operations:

Expedited Freight 34,688 11,753 59,218 26,933

Intermodal 8,386 4,413 12,895 8,126

Other Operations (950) (2,252) (7,265) (5,372)

Income from continuing 42,124 13,914 64,848 29,687 operations

Other expense:

Interest expense (1,323) (1,198) (2,488) (2,051)

Total other expense (1,323) (1,198) (2,488) (2,051)

Income before income 40,801 12,716 62,360 27,636 taxes

Income tax expense 10,124 3,491 14,969 6,995

Net income from 30,677 9,225 47,391 20,641 continuing operations

Loss from discontinued - (6,071) (5,533) (9,112) operation, net of tax

Net income and $ 30,677 $ 3,154 $ 41,858 $ 11,529 comprehensive income



Net income per share:

Basic net income (loss) per share

Continuing operations $ 1.12 $ 0.33 $ 1.72 $ 0.72

Discontinued operation - (0.22) (0.20) (0.31)

Net income per share $ 1.12 $ 0.11 $ 1.52 $ 0.41



Diluted net income (loss) per share

Continuing operations $ 1.11 $ 0.33 $ 1.71 $ 0.72

Discontinued operation - (0.22) (0.20) (0.32)

Net income per share $ 1.11 $ 0.11 $ 1.51 $ 0.40

Dividends per share $ 0.21 $ 0.18 $ 0.42 $ 0.36



Expedited Freight Segment Information

(In thousands)

(Unaudited)

Three Months Ended

June 30,2021

Percent of Revenue

June 30,2020

Percent of Revenue

Change

Percent Change

Operating revenue:

Network1

$

210,088

59.7

%

$

134,172

56.9

%

$

75,916

56.6

%

Truckload

56,968

16.2

41,855

17.8

15,113

36.1

Final Mile

69,883

19.9

53,427

22.7

16,456

30.8

Other

14,796

4.2

6,204

2.6

8,592

138.5

Total operating revenue

351,735

100.0

235,658

100.0

116,077

49.3

Operating expenses:

Purchased transportation

191,648

54.5

127,478

54.1

64,170

50.3

Salaries, wages and employee benefits

67,560

19.2

50,508

21.4

17,052

33.8

Operating leases

14,868

4.2

13,338

5.7

1,530

11.5

Depreciation and amortization

6,779

1.9

6,740

2.9

39

0.6

Insurance and claims

8,385

2.4

5,715

2.4

2,670

46.7

Fuel expense

2,147

0.6

1,406

0.6

741

52.7

Other operating expenses

25,660

7.3

18,720

7.9

6,940

37.1

Total operating expenses

317,047

90.1

223,905

95.0

93,142

41.6

Income from operations

$

34,688

9.9

%

$

11,753

5.0

%

$

22,935

195.1

%

1Network 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 Segment Information

(In thousands)

(Unaudited)



Three Months Ended

June 30, Percent June 30, Percent Percent 2021 of 2020 of Change Change Revenue Revenue

Operating revenue:

Network^1 $ 210,088 59.7 % $ 134,172 56.9 % $ 75,916 56.6 %

Truckload 56,968 16.2 41,855 17.8 15,113 36.1

Final Mile 69,883 19.9 53,427 22.7 16,456 30.8

Other 14,796 4.2 6,204 2.6 8,592 138.5

Totaloperating 351,735 100.0 235,658 100.0 116,077 49.3 revenue



Operating expenses:

Purchased 191,648 54.5 127,478 54.1 64,170 50.3 transportation

Salaries,wages and 67,560 19.2 50,508 21.4 17,052 33.8 employeebenefits

Operating 14,868 4.2 13,338 5.7 1,530 11.5 leases

Depreciationand 6,779 1.9 6,740 2.9 39 0.6 amortization

Insurance and 8,385 2.4 5,715 2.4 2,670 46.7 claims

Fuel expense 2,147 0.6 1,406 0.6 741 52.7

Otheroperating 25,660 7.3 18,720 7.9 6,940 37.1 expenses

Totaloperating 317,047 90.1 223,905 95.0 93,142 41.6 expenses

Income from $ 34,688 9.9 % $ 11,753 5.0 % $ 22,935 195.1 %operations



^1Network 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

June 30,2021

June 30,2020

Percent Change

Business days

64

64

-

%

Tonnage 1,2

Total pounds

728,191

522,031

39.5

Pounds per day

11,378

8,157

39.5

Shipments 1,2

Total shipments

1,096

963

13.8

Shipments per day

17.1

15.0

14.0

Weight per shipment

664

542

22.5

Revenue per hundredweight 3

$

28.63

$

26.32

8.8

Revenue per hundredweight, ex fuel 3

$

24.68

$

23.09

6.9

Revenue per shipment 3

$

191.89

$

139.30

37.8

Revenue per shipment, ex fuel 3

$

165.62

$

121.77

36.0

Network revenue from door-to-door shipments as a percentage of network revenue 3,4

51.3

%

49.9

%

2.8

1 In thousands

2 Excludes accessorial, Truckload and Final Mile products

3 Includes intercompany revenue between the Network and Truckload revenue streams

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

Expedited Freight Operating Statistics



Three Months Ended

June 30, June 30, Percent 2021 2020 Change



Business days 64 64 - %



Tonnage ^1,2

Total pounds 728,191 522,031 39.5

Pounds per day 11,378 8,157 39.5



Shipments ^1,2

Total shipments 1,096 963 13.8

Shipments per day 17.1 15.0 14.0



Weight per shipment 664 542 22.5



Revenue per hundredweight ^3 $ 28.63 $ 26.32 8.8

Revenue per hundredweight, ex fuel ^3 $ 24.68 $ 23.09 6.9



Revenue per shipment ^3 $ 191.89 $ 139.30 37.8

Revenue per shipment, ex fuel ^3 $ 165.62 $ 121.77 36.0



Network revenue from door-to-door shipments 51.3 % 49.9 % 2.8 as a percentage of network revenue ^3,4



^1 In thousands

^2 Excludes accessorial, 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

Intermodal Segment Information

(In thousands)

(Unaudited)

Three Months Ended

June 30,2021

Percent of Revenue

June 30,2020

Percent of Revenue

Change

Percent Change

Operating revenue

$

69,133

100.0

%

$

46,428

100.0

%

$

22,705

48.9

%

Operating expenses:

Purchased transportation

23,767

34.4

14,904

32.1

8,863

59.5

Salaries, wages and employee benefits

16,230

23.5

11,728

25.3

4,502

38.4

Operating leases

5,500

8.0

4,045

8.7

1,455

36.0

Depreciation and amortization

2,612

3.8

2,648

5.7

(36)

(1.4)

Insurance and claims

2,355

3.4

1,789

3.9

566

31.6

Fuel expense

1,912

2.8

1,113

2.4

799

71.8

Other operating expenses

8,371

12.1

5,788

12.5

2,583

44.6

Total operating expenses

60,747

87.9

42,015

90.5

18,732

44.6

Income from operations

$

8,386

12.1

%

$

4,413

9.5

%

$

3,973

90.0

%

Intermodal Segment Information

(In thousands)

(Unaudited)



Three Months Ended

June 30, Percent June 30, Percent Percent 2021 of 2020 of Change Change Revenue Revenue

Operating $ 69,133 100.0 % $ 46,428 100.0 % $ 22,705 48.9 %revenue



Operating expenses:

Purchased 23,767 34.4 14,904 32.1 8,863 59.5 transportation

Salaries,wages and 16,230 23.5 11,728 25.3 4,502 38.4 employeebenefits

Operating 5,500 8.0 4,045 8.7 1,455 36.0 leases

Depreciationand 2,612 3.8 2,648 5.7 (36) (1.4) amortization

Insurance and 2,355 3.4 1,789 3.9 566 31.6 claims

Fuel expense 1,912 2.8 1,113 2.4 799 71.8

Otheroperating 8,371 12.1 5,788 12.5 2,583 44.6 expenses

Totaloperating 60,747 87.9 42,015 90.5 18,732 44.6 expenses

Income from $ 8,386 12.1 % $ 4,413 9.5 % $ 3,973 90.0 %operations



Intermodal Operating Statistics

Three Months Ended

June 30,2021

June 30,2020

Percent Change

Drayage shipments

96,805

68,974

40.3

%

Drayage revenue per shipment

$

618

$

556

11.2

%

Number of locations

29

24

20.8

%

Intermodal Operating Statistics



Three Months Ended

June 30, June 30, Percent 2021 2020 Change



Drayage shipments 96,805 68,974 40.3 %

Drayage revenue per shipment $ 618 $ 556 11.2 %

Number of locations 29 24 20.8 %

Forward Air Corporation

Condensed Consolidated Balance Sheets

(In thousands)

(Unaudited)

June 30,2021

December 31, 2020

Assets

Current assets:

Cash and cash equivalents

$

50,844

$

40,254

Accounts receivable, net

209,187

156,490

Other receivables

16,999

-

Other current assets

19,982

28,150

Current assets held for sale

-

21,002

Total current assets

297,012

245,896

Property and equipment

383,155

380,519

Less accumulated depreciation and amortization

196,168

190,652

Total property and equipment, net

186,987

189,867

Operating lease right-of-use assets

148,651

123,338

Goodwill

254,993

244,982

Other acquired intangibles, net of accumulated amortization

145,813

145,032

Other assets

48,385

45,181

Noncurrent assets held for sale

-

53,097

Total assets

$

1,081,841

$

1,047,393

Liabilities and Shareholders' Equity

Current liabilities:

Accounts payable

$

43,655

$

38,371

Accrued expenses

70,894

51,264

Other current liabilities

6,813

10,580

Current portion of debt and finance lease obligations

1,867

1,801

Current portion of operating lease liabilities

46,042

43,680

Current liabilities held for sale

-

25,924

Total current liabilities

169,271

171,620

Debt and finance lease obligations, less current portion

161,729

117,408

Operating lease liabilities, less current portion

103,280

80,346

Other long-term liabilities

55,741

54,129

Deferred income taxes

41,471

41,986

Noncurrent liabilities held for sale

-

34,575

Shareholders' equity:

Common stock

271

273

Additional paid-in capital

252,466

242,916

Retained earnings

297,612

304,140

Total shareholders' equity

550,349

547,329

Total liabilities and shareholders' equity

$

1,081,841

$

1,047,393

Forward Air Corporation

Condensed Consolidated Balance Sheets

(In thousands)

(Unaudited)

June 30, December 31, 2021 2020

Assets

Current assets:

Cash and cash equivalents $ 50,844 $ 40,254

Accounts receivable, net 209,187 156,490

Other receivables 16,999 -

Other current assets 19,982 28,150

Current assets held for sale - 21,002

Total current assets 297,012 245,896



Property and equipment 383,155 380,519

Less accumulated depreciation and amortization 196,168 190,652

Total property and equipment, net 186,987 189,867

Operating lease right-of-use assets 148,651 123,338

Goodwill 254,993 244,982

Other acquired intangibles, net of accumulated 145,813 145,032 amortization

Other assets 48,385 45,181

Noncurrent assets held for sale - 53,097

Total assets $ 1,081,841 $ 1,047,393



Liabilities and Shareholders' Equity

Current liabilities:

Accounts payable $ 43,655 $ 38,371

Accrued expenses 70,894 51,264

Other current liabilities 6,813 10,580

Current portion of debt and finance lease 1,867 1,801 obligations

Current portion of operating lease liabilities 46,042 43,680

Current liabilities held for sale - 25,924

Total current liabilities 169,271 171,620



Debt and finance lease obligations, less current 161,729 117,408 portion

Operating lease liabilities, less current portion 103,280 80,346

Other long-term liabilities 55,741 54,129

Deferred income taxes 41,471 41,986

Noncurrent liabilities held for sale - 34,575



Shareholders' equity:

Common stock 271 273

Additional paid-in capital 252,466 242,916

Retained earnings 297,612 304,140

Total shareholders' equity 550,349 547,329

Total liabilities and shareholders' equity $ 1,081,841 $ 1,047,393

Forward Air Corporation

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

Three Months Ended

June 30,2021

June 30,2020

Operating activities:

Net income from continuing operations

$

30,677

$

9,225

Adjustments to reconcile net income of continuing operations to net cash provided by operating activities of continuing operations

Depreciation and amortization

9,414

9,413

Change in fair value of earn-out liability

(337)

(2,108)

Share-based compensation expense

2,981

2,429

Provision for revenue adjustments

1,748

745

Deferred income tax (benefit) expense

(67)

3,443

Other

97

962

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

Accounts receivable

(22,995)

(61)

Other receivables

(152)

-

Other current and noncurrent assets

(339)

(2,455)

Accounts payable and accrued expenses

1,721

7,508

Net cash provided by operating activities of continuing operations

22,748

29,101

Investing activities:

Proceeds from sale of property and equipment

649

268

Purchases of property and equipment

(5,880)

(11,563)

Purchases of a business, net of cash acquired

(7,543)

-

Net cash used in investing activities of continuing operations

(12,774)

(11,295)

Financing activities:

Repayments of finance lease obligations

(487)

(340)

Proceeds from revolving credit facility

45,000

-

Payment of earn-out liability

-

(5,284)

Proceeds from issuance of common stock upon stock option exercises

1,423

-

Payments of dividends to stockholders

(5,768)

(5,037)

Repurchases of common stock

(23,994)

-

Proceeds from common stock issued under employee stock purchase plan

388

294

Payment of minimum tax withholdings on share-based awards

(88)

(614)

Contributions from (distributions to) subsidiary held for sale

-

(3,154)

Net cash provided by (used in) financing activities from continuing operations

16,474

(14,135)

Net increase in cash of continuing operations

26,448

3,671

Cash from discontinued operation:

Net cash used in operating activities of discontinued operation

-

(3,010)

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

-

(144)

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

-

3,154

Net increase in cash and cash equivalents

26,448

3,671

Cash and cash equivalents at beginning of period of continuing operations

24,396

77,245

Cash at beginning of period of discontinued operation

-

-

Net increase in cash and cash equivalents

26,448

3,671

Less: cash at end of period of discontinued operation

-

-

Cash and cash equivalents at end of period of continuing operations

$

50,844

$

80,916

Forward Air Corporation

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

Three Months Ended

June 30, June 30, 2021 2020

Operating activities:

Net income from continuing operations $ 30,677 $ 9,225

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

Depreciation and amortization 9,414 9,413

Change in fair value of earn-out liability (337) (2,108)

Share-based compensation expense 2,981 2,429

Provision for revenue adjustments 1,748 745

Deferred income tax (benefit) expense (67) 3,443

Other 97 962

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

Accounts receivable (22,995) (61)

Other receivables (152) -

Other current and noncurrent assets (339) (2,455)

Accounts payable and accrued expenses 1,721 7,508

Net cash provided by operating activities of continuing 22,748 29,101 operations



Investing activities:

Proceeds from sale of property and equipment 649 268

Purchases of property and equipment (5,880) (11,563)

Purchases of a business, net of cash acquired (7,543) -

Net cash used in investing activities of continuing (12,774) (11,295) operations



Financing activities:

Repayments of finance lease obligations (487) (340)

Proceeds from revolving credit facility 45,000 -

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

Proceeds from issuance of common stock upon stock 1,423 - option exercises

Payments of dividends to stockholders (5,768) (5,037)

Repurchases of common stock (23,994) -

Proceeds from common stock issued under employee stock 388 294 purchase plan

Payment of minimum tax withholdings on share-based (88) (614) awards

Contributions from (distributions to) subsidiary held - (3,154) for sale

Net cash provided by (used in) financing activities 16,474 (14,135) from continuing operations

Net increase in cash of continuing operations 26,448 3,671



Cash from discontinued operation:

Net cash used in operating activities of discontinued - (3,010) operation

Net cash provided by (used in) investing activities of - (144) discontinued operation

Net cash (used in) provided by financing activities of - 3,154 discontinued operation

Net increase in cash and cash equivalents 26,448 3,671

Cash and cash equivalents at beginning of period of 24,396 77,245 continuing operations

Cash at beginning of period of discontinued operation - -

Net increase in cash and cash equivalents 26,448 3,671

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

Cash and cash equivalents at end of period of $ 50,844 $ 80,916 continuing operations

Forward Air Corporation

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

Six Months Ended

June 30,2021

June 30,2020

Operating activities:

Net income from continuing operations

$

47,391

$

20,641

Adjustments to reconcile net income of continuing operations to net cash provided by operating activities of continuing operations

Depreciation and amortization

18,651

18,747

Change in fair value of earn-out liability

(385)

(2,702)

Share-based compensation expense

5,578

5,507

Provision for revenue adjustments

3,525

1,787

Deferred income tax (benefit) expense

(572)

4,668

Other

189

697

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

Accounts receivable

(51,018)

2,979

Other receivables

(13,491)

-

Other current and noncurrent assets

6,746

(29)

Accounts payable and accrued expenses

23,047

7,634

Net cash provided by operating activities of continuing operations

39,661

59,929

Investing activities:

Proceeds from sale of property and equipment

1,314

988

Purchases of property and equipment

(8,575)

(14,214)

Purchase of a business, net of cash acquired

(22,543)

(55,931)

Net cash used in investing activities of continuing operations

(29,804)

(69,157)

Financing activities:

Repayments of finance lease obligations

(954)

(676)

Proceeds from revolving credit facility

45,000

65,000

Payment of earn-out liability

-

(5,284)

Proceeds from issuance of common stock upon stock option exercises

3,570

-

Payments of dividends to stockholders

(11,565)

(10,087)

Repurchases of common stock

(33,992)

(15,259)

Proceeds from common stock issued under employee stock purchase plan

388

294

Payment of minimum tax withholdings on share-based awards

(2,832)

(3,286)

Contributions from (distributions to) subsidiary held for sale

1,118

(5,307)

Net cash provided by financing activities from continuing operations

733

25,395

Net increase in cash and cash equivalents of continuing operations

10,590

16,167

Cash from discontinued operation:

Net cash used in operating activities of discontinued operation

(6,902)

(4,672)

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

8,020

(635)

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

(1,118)

5,307

Net increase in cash and cash equivalents

10,590

16,167

Cash and cash equivalents at beginning of period of continuing operations

40,254

64,749

Cash at beginning of period of discontinued operation

-

-

Net increase in cash and cash equivalents

10,590

16,167

Less: cash at end of period of discontinued operation

-

-

Cash and cash equivalents at end of period of continuing operations

$

50,844

$

80,916

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 six months ended June 30, 2021 and 2020, 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 six months ended June 30, 2021 and 2020 (in thousands):

Forward Air Corporation

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

Six Months Ended

June 30, June 30, 2021 2020

Operating activities:

Net income from continuing operations $ 47,391 $ 20,641

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

Depreciation and amortization 18,651 18,747

Change in fair value of earn-out liability (385) (2,702)

Share-based compensation expense 5,578 5,507

Provision for revenue adjustments 3,525 1,787

Deferred income tax (benefit) expense (572) 4,668

Other 189 697

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

Accounts receivable (51,018) 2,979

Other receivables (13,491) -

Other current and noncurrent assets 6,746 (29)

Accounts payable and accrued expenses 23,047 7,634

Net cash provided by operating activities of continuing 39,661 59,929 operations



Investing activities:

Proceeds from sale of property and equipment 1,314 988

Purchases of property and equipment (8,575) (14,214)

Purchase of a business, net of cash acquired (22,543) (55,931)

Net cash used in investing activities of continuing (29,804) (69,157) operations



Financing activities:

Repayments of finance lease obligations (954) (676)

Proceeds from revolving credit facility 45,000 65,000

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

Proceeds from issuance of common stock upon stock 3,570 - option exercises

Payments of dividends to stockholders (11,565) (10,087)

Repurchases of common stock (33,992) (15,259)

Proceeds from common stock issued under employee stock 388 294 purchase plan

Payment of minimum tax withholdings on share-based (2,832) (3,286) awards

Contributions from (distributions to) subsidiary held 1,118 (5,307) for sale

Net cash provided by financing activities from 733 25,395 continuing operations

Net increase in cash and cash equivalents of continuing 10,590 16,167 operations



Cash from discontinued operation:

Net cash used in operating activities of discontinued (6,902) (4,672) operation

Net cash provided by (used in) investing activities of 8,020 (635) discontinued operation

Net cash (used in) provided by financing activities of (1,118) 5,307 discontinued operation

Net increase in cash and cash equivalents 10,590 16,167

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

Cash at beginning of period of discontinued operation - -

Net increase in cash and cash equivalents 10,590 16,167

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

Cash and cash equivalents at end of period of $ 50,844 $ 80,916 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 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 six months ended June 30, 2021 and 2020, 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 six months ended June 30, 2021 and 2020 (in thousands):

Three Months Ended Six Months Ended

Continuing Operations June 30, June 30, June 30, June 30, 2021 2020 2021 2020

Net income $ 30,677 $ 9,225 $ 47,391 $ 20,641

Interest expense 1,323 1,198 2,488 2,051

Income tax expense 10,124 3,491 14,969 6,995

Depreciation and 9,414 9,413 18,651 18,747 amortization

EBITDA $ 51,538 $ 23,327 $ 83,499 $ 48,434



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 six months ended June 30, 2021 and 2020 (in thousands):

Three Months Ended Six Months Ended

Continuing Operations June 30, June 30, June 30, June 30, 2021 2020 2021 2020

Net cash provided by operating $ 22,748 $ 29,101 $ 39,661 $ 59,929 activities

Proceeds from sale of property 649 268 1,314 988 and equipment

Purchases of property and (5,880) (11,563) (8,575) (14,214) equipment

Free cash flow $ 17,517 $ 17,806 $ 32,400 $ 46,703

The following information is provided to supplement this press release.

Three Months Ended

Actual - Continuing Operations June 30, 2021

Net income from continuing operations $ 30,677

Income allocated to participating securities (256)

Numerator for diluted income per share - net income $ 30,421



Weighted-average shares outstanding - diluted 27,415

Diluted net income per share $ 1.11



Projected Full year 2021

Projected tax rate - continuing operations 24.8 %



Projected purchases of property and equipment, net of proceeds $ 43,000 from sale of property and equipment^1

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



Projected December 31, 2021

Projected weighted-average shares outstanding - diluted 26,800

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 expected third quarter 2021 revenue growth, net income per diluted share and volume, expectations regarding increased momentum in our business, and the future declaration of dividends.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. The following is a list of factors, among others, that could cause actual results to differ materially from those contemplated by the forward-looking statements: economic factors such as recessions, inflation, higher interest rates and downturns in customer business cycles, the COVID-19 pandemic, our ability to manage our growth and ability to grow, in part, through acquisitions, while being able to successfully integrate such acquisitions, our ability to secure terminal facilities in desirable locations at reasonable rates, more limited liquidity than expected which limits our ability to make key investments, the creditworthiness of our customers and their ability to pay for services rendered, our inability to maintain our historical growth rate because of a decreased volume of freight or decreased average revenue per pound of freight moving through our network, the availability and compensation of qualified Leased Capacity Providers and freight handlers as well as contracted, third-party carriers needed to serve our customers' transportation needs, our inability to manage our information systems and inability of our information systems to handle an increased volume of freight moving through our network, the occurrence of cybersecurity risks and events, market acceptance of our service offerings, claims for property damage, personal injuries or workers' compensation, enforcement of and changes in governmental regulations, environmental, tax, insurance and accounting matters, the handling of hazardous materials, changes in fuel prices, loss of a major customer, increasing competition and pricing pressure, our dependence on our senior management team and the potential effects of changes in employee status, seasonal trends, the occurrence of certain weather events, restrictions in our charter and bylaws and the risks described in our Annual Report on Form 10-K for the year ended December 31, 2020.

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

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