Forward Air Corporation Reports Second Quarter 2022 Results

By: Forward Air Corporation via Business Wire

July 27, 2022 at 16:05 PM EDT

All-time record quarterly reported revenue, income from operations and net income per diluted share

Guides record third quarter revenue and net income per diluted share

Forward Air Corporation (NASDAQ:FWRD) (the “Company”, “we”, “our”, or “us”) today reported financial results for the three and six months ended June 30, 2022 as presented in the tables below on a continuing operations basis.

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Forward Air Corporation Reports Second Quarter 2022 Results (Photo: Business Wire)

Tom Schmitt, Chairman, President and CEO, commenting on second quarter results from continuing operations said, “I want to thank our teammates, independent contractors and business partners for the achievement of our most profitable quarter in the history of the Company. Second quarter revenue growth of 23% came in above the high end of our guidance range of 18% to 22% and our reported net income per diluted share of $2.04 exceeded the high end of our $1.59 to $1.61 guidance range. Our Grow Forward strategy of collaborating with our customers on selecting higher quality freight, pricing the freight appropriately and operating in a clean, safe network contributed to our strong financial performance. In the third quarter of the prior year, we completed a process to cleanse inefficient freight from our network. We have fully replaced the cleansed inefficient freight with higher quality freight, resulting in the same tonnage in the second quarter of 2022 as the prior year quarter with 14.5% higher weight per shipment and 39.8% higher revenue per shipment or 25.8% higher revenue per shipment even when excluding fuel.”

Mr. Schmitt continued, “Momentum continues in the first weeks of the third quarter with tonnage 3.0% higher than the same period of the prior year and strong revenue growth across all lines of business driven by continued growth strategies, strong demand for our services and higher fuel surcharges. With the shift to premium freight in our network, our business model today is more robust and resilient than in the past. We are therefore optimistic that we will exceed the previously announced 2022 net income per diluted share target of $6.30. Our revised 2022 net income per diluted share target is at least $7.00.”

In closing, Mr. Schmitt said, “We continue to execute on our commitment to return value to our shareholders. In the past five years, we have returned approximately $376.0 million to shareholders in the form of dividends and share repurchases. Our confidence in the growth potential of our business is reflected in the increase to our quarterly dividend and continued share repurchases in 2022.”

Regarding the Company’s third quarter 2022 continuing operations guidance, Rebecca J. Garbrick, CFO, said, “We expect our year-over-year revenue growth will be 20% to 24% and net income per diluted share to be between $1.88 to $1.92, compared to reported net income per diluted share of $1.12 and adjusted net income per diluted share of $1.14 in the third quarter of 2021.”

Continuing Operations	Three Months Ended
(in thousands, except per share data)	June 30, 2022			June 30, 2021			Change		Percent Change
Operating revenue	$	515,219		$	420,671		$	94,548	22.5	%
Income from operations	$	75,545		$	42,124		$	33,421	79.3	%
Operating margin		14.7	%		10.0	%	470 bps
Net income	$	55,430		$	30,677		$	24,753	80.7	%
Net income per diluted share	$	2.04		$	1.11		$	0.93	83.8	%
Cash provided by operating activities	$	50,334		$	22,748		$	27,586	121.3	%

Non-GAAP Financial Measures: ¹
Adjusted income from operations	$	75,545		$	41,787		$	33,758	80.8	%
Adjusted net income	$	55,430		$	30,424		$	25,006	82.2	%
Adjusted net income per diluted share	$	2.04		$	1.10		$	0.94	85.5	%
EBITDA	$	87,140		$	51,538		$	35,602	69.1	%
Free cash flow	$	41,825		$	17,517		$	24,308	138.8	%

¹ Reconciliation of these non-GAAP financial measures are provided below the financial tables.

Continuing Operations	Six Months Ended
(in thousands, except per share data)	June 30, 2022			June 30, 2021			Change		Percent Change
Operating revenue	$	982,180		$	782,873		$	199,307	25.5	%
Income from operations	$	132,896		$	64,848		$	68,048	104.9	%
Operating margin		13.5	%		8.3	%	520 bps
Net income	$	98,116		$	47,391		$	50,725	107.0	%
Net income per diluted share	$	3.61		$	1.71		$	1.90	111.1	%
Cash provided by operating activities	$	112,820		$	39,661		$	73,159	184.5	%

Non-GAAP Financial Measures: ¹
Adjusted income from operations	$	132,602		$	71,418		$	61,184	85.7	%
Adjusted net income	$	97,896		$	52,384		$	45,512	86.9	%
Adjusted net income per diluted share	$	3.60		$	1.89		$	1.71	90.5	%
EBITDA	$	155,621		$	83,499		$	72,122	86.4	%
Free cash flow	$	94,914		$	32,400		$	62,514	192.9	%

¹ Reconciliation of these non-GAAP financial measures are provided below the financial tables.

On July 26, 2022, 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 August 18, 2022 and is expected to be paid on September 8, 2022. 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 2022, 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 second quarter 2022 results on Thursday, July 28, 2022 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) 867-6163, Access Code: 4227639.

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 and Canada. We provide expedited less-than-truckload (“LTL”) services, including local pick-up and delivery, shipment consolidation/deconsolidation, warehousing, and customs brokerage by utilizing a comprehensive national network of terminals. In addition, we offer final mile services, including delivery of heavy-bulky freight, truckload brokerage services, including dedicated fleet services; and intermodal, first-and last-mile, high-value drayage services, both to and from seaports and railheads, dedicated contract and Container Freight Station warehouse and handling services. 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						Six Months Ended
	June 30, 2022			June 30, 2021			June 30, 2022			June 30, 2021
Operating revenue:
Expedited Freight	$	408,857		$	351,735		$	785,448		$	655,921
Intermodal		106,411			69,133			196,851			127,647
Eliminations and other operations		(49	)		(197	)		(119	)		(695	)
Operating revenues		515,219			420,671			982,180			782,873
Operating expenses:
Purchased transportation		239,490			215,217			464,322			399,825
Salaries, wages and employee benefits		86,358			84,641			172,439			159,538
Operating leases		23,459			20,370			46,132			39,537
Depreciation and amortization		11,595			9,414			22,725			18,651
Insurance and claims		13,196			10,891			25,164			20,632
Fuel expense		8,314			4,059			14,179			7,761
Other operating expenses		57,262			33,955			104,323			72,081
Total operating expenses		439,674			378,547			849,284			718,025
Income (loss) from continuing operations:
Expedited Freight		63,107			34,688			110,787			59,218
Intermodal		15,249			8,386			26,395			12,895
Other Operations		(2,811	)		(950	)		(4,286	)		(7,265	)
Income from continuing operations		75,545			42,124			132,896			64,848
Other expense:
Interest expense		(1,193	)		(1,323	)		(1,977	)		(2,488	)
Total other expense		(1,193	)		(1,323	)		(1,977	)		(2,488	)
Income before income taxes		74,352			40,801			130,919			62,360
Income tax expense		18,922			10,124			32,803			14,969
Net income from continuing operations		55,430			30,677			98,116			47,391
Loss from discontinued operation, net of tax		—			—			—			(5,533	)
Net income and comprehensive income	$	55,430		$	30,677		$	98,116		$	41,858

Net income per share:
Basic net income (loss) per share
Continuing operations	$	2.05		$	1.12		$	3.63		$	1.72
Discontinued operation		—			—			—			(0.20	)
Net income per basic share	$	2.05		$	1.12		$	3.63		$	1.52

Diluted net income (loss) per share
Continuing operations	$	2.04		$	1.11		$	3.61		$	1.71
Discontinued operation		—			—			—			(0.20	)
Net income per diluted share	$	2.04		$	1.11		$	3.61		$	1.51
Dividends per share	$	0.24		$	0.21		$	0.48		$	0.42

Expedited Freight Segment Information
(In thousands)
(Unaudited)

	Three Months Ended
	June 30, 2022		Percent of Revenue		June 30, 2021		Percent of Revenue		Change			Percent Change
Operating revenue:
Network ¹	$	263,425	64.4	%	$	210,088	59.7	%	$	53,337		25.4	%
Truckload		60,144	14.7			56,968	16.2			3,176		5.6
Final Mile		73,028	17.9			69,883	19.9			3,145		4.5
Other		12,260	3.0			14,796	4.2			(2,536	)	(17.1	)
Total operating revenue		408,857	100.0			351,735	100.0			57,122		16.2

Operating expenses:
Purchased transportation		212,575	52.0			191,648	54.5			20,927		10.9
Salaries, wages and employee benefits		69,497	17.0			67,560	19.2			1,937		2.9
Operating leases		15,933	3.9			14,868	4.2			1,065		7.2
Depreciation and amortization		7,817	1.9			6,779	1.9			1,038		15.3
Insurance and claims		8,311	2.0			8,385	2.4			(74	)	(0.9	)
Fuel expense		3,229	0.8			2,147	0.6			1,082		50.4
Other operating expenses		28,388	7.0			25,660	7.3			2,728		10.6
Total operating expenses		345,750	84.6			317,047	90.1			28,703		9.1
Income from operations	$	63,107	15.4	%	$	34,688	9.9	%	$	28,419		81.9	%

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 Operating Statistics

	Three Months Ended
	June 30, 2022		June 30, 2021		Percent Change
Business days		64		64	—	%

Tonnage ^1,2
Total pounds		730,128		728,191	0.3
Pounds per day		11,408		11,378	0.3

Shipments ^1,2
Total shipments		961		1,096	(12.3	)
Shipments per day		15.0		17.1	(12.3	)

Weight per shipment		760		664	14.5

Revenue per hundredweight ³	$	35.99	$	29.45	22.2
Revenue per hundredweight, ex fuel ³	$	27.13	$	24.68	9.9

Revenue per shipment ³	$	273.52	$	195.64	39.8
Revenue per shipment, ex fuel³	$	206.21	$	163.97	25.8

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
	June 30, 2022		Percent of Revenue		June 30, 2021		Percent of Revenue		Change			Percent Change
Operating revenue	$	106,411	100.0	%	$	69,133	100.0	%	$	37,278		53.9	%

Operating expenses:
Purchased transportation		26,963	25.3			23,767	34.4			3,196		13.4
Salaries, wages and employee benefits		18,831	17.7			16,230	23.5			2,601		16.0
Operating leases		7,526	7.1			5,500	8.0			2,026		36.8
Depreciation and amortization		3,716	3.5			2,612	3.8			1,104		42.3
Insurance and claims		2,338	2.2			2,355	3.4			(17	)	(0.7	)
Fuel expense		5,084	4.8			1,912	2.8			3,172		165.9
Other operating expenses		26,704	25.1			8,371	12.1			18,333		219.0
Total operating expenses		91,162	85.7			60,747	87.9			30,415		50.1
Income from operations	$	15,249	14.3	%	$	8,386	12.1	%	$	6,863		81.8	%

Intermodal Operating Statistics

	Three Months Ended
	June 30, 2022		June 30, 2021		Percent Change
Drayage shipments		92,786		96,805	(4.2	)%
Drayage revenue per shipment	$	979	$	618	58.4	%

Forward Air Corporation
Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)
	June 30, 2022		December 31, 2021
Assets
Current assets:
Cash and cash equivalents	$	47,386	$	37,316
Accounts receivable, net		246,006		208,085
Other receivables, net		104		8,097
Other current assets		22,260		29,309
Total current assets		315,756		282,807

Property and equipment, net		229,220		219,095
Operating lease right-of-use assets		154,277		148,198
Goodwill		287,597		266,752
Other acquired intangibles, net		160,216		154,717
Other assets		50,077		46,254
Total assets	$	1,197,143	$	1,117,823

Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	42,058	$	44,837
Accrued expenses		64,355		61,621
Other current liabilities		4,044		4,614
Current portion of debt and finance lease obligations		7,505		6,088
Current portion of operating lease liabilities		49,498		47,532
Total current liabilities		167,460		164,692

Finance lease obligations, less current portion		10,759		9,571
Long-term debt, less current portion and debt issuance costs		147,279		155,466
Operating lease liabilities, less current portion		106,552		101,409
Other long-term liabilities		55,374		49,624
Deferred income taxes		45,369		43,407

Shareholders’ equity:
Preferred stock		—		—
Common stock		269		270
Additional paid-in capital		265,129		258,474
Retained earnings		398,952		334,910
Total shareholders’ equity		664,350		593,654
Total liabilities and shareholders’ equity	$	1,197,143	$	1,117,823

Forward Air Corporation
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
	Three Months Ended
	June 30, 2022			June 30, 2021
Operating activities:
Net income from continuing operations	$	55,430		$	30,677
Adjustments to reconcile net income of continuing operations to net cash provided by operating activities of continuing operations
Depreciation and amortization		11,595			9,414
Change in fair value of earn-out liability		—			(337	)
Share-based compensation expense		3,306			2,981
Provision for revenue adjustments		1,630			1,748
Deferred income tax expense (benefit)		319			(67	)
Other		1,251			97
Changes in operating assets and liabilities, net of effects from the purchase of acquired businesses:
Accounts receivable		(6,473	)		(22,995	)
Other receivables		3,484			(152	)
Other current and noncurrent assets		(9,900	)		(339	)
Accounts payable, accrued expenses and long-term liabilities		(10,308	)		1,721
Net cash provided by operating activities of continuing operations		50,334			22,748

Investing activities:
Proceeds from sale of property and equipment		256			649
Purchases of property and equipment		(8,765	)		(5,880	)
Purchases of a business, net of cash acquired		(40,433	)		(7,543	)
Net cash used in investing activities of continuing operations		(48,942	)		(12,774	)

Financing activities:
Repayments of finance lease obligations		(1,513	)		(487	)
Proceeds from credit facility		—			45,000
Payments on credit facility		(7,875	)		—
Payment of earn-out liability		(91	)		—
Proceeds from issuance of common stock upon stock option exercises		—			1,423
Payments of dividends to shareholders		(6,492	)		(5,768	)
Repurchases and retirement of common stock		—			(23,994	)
Proceeds from common stock issued under employee stock purchase plan		374			388
Payment of minimum tax withholdings on share-based awards		(39	)		(88	)
Contributions from subsidiary held for sale		—			—
Net cash (used in) provided by financing activities from continuing operations		(15,636	)		16,474
Net (decrease) increase in cash and cash equivalents of continuing operations		(14,244	)		26,448

Cash from discontinued operation:
Net cash used in operating activities of discontinued operation		—			—
Net cash provided by investing activities of discontinued operation		—			—
Net cash used in financing activities of discontinued operation		—			—
Net (decrease) increase in cash and cash equivalents		(14,244	)		26,448
Cash and cash equivalents at beginning of period of continuing operations		61,630			24,396
Cash at beginning of period of discontinued operation		—			—
Net (decrease) increase in cash and cash equivalents		(14,244	)		26,448
Less: cash at end of period of discontinued operation		—			—
Cash and cash equivalents at end of period of continuing operations	$	47,386		$	50,844

Forward Air Corporation
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
	Six Months Ended
	June 30, 2022			June 30, 2021
Operating activities:
Net income from continuing operations	$	98,116		$	47,391
Adjustments to reconcile net income of continuing operations to net cash provided by operating activities of continuing operations
Depreciation and amortization		22,725			18,651
Change in fair value of earn-out liability		(294	)		(385	)
Share-based compensation expense		6,067			5,578
Provision for revenue adjustments		2,934			3,525
Deferred income tax expense (benefit)		1,962			(572	)
Other		1,383			189
Changes in operating assets and liabilities, net of effects from the purchase of acquired businesses:
Accounts receivable		(36,751	)		(51,018	)
Other receivables		7,093			(13,491	)
Other current and noncurrent assets		3,918			6,746
Accounts payable, accrued expenses and other long-term liabilities		5,667			23,047
Net cash provided by operating activities of continuing operations		112,820			39,661

Investing activities:
Proceeds from sale of property and equipment		767			1,314
Purchases of property and equipment		(18,673	)		(8,575	)
Purchases of a business, net of cash acquired		(40,433	)		(22,543	)
Net cash used in investing activities of continuing operations		(58,339	)		(29,804	)

Financing activities:
Repayments of finance lease obligations		(2,583	)		(954	)
Proceeds from credit facility		—			45,000
Payments on credit facility		(8,250	)		—
Payment of earn-out liability		(91	)		—
Proceeds from issuance of common stock upon stock option exercises		206			3,570
Payments of dividends to shareholders		(12,994	)		(11,565	)
Repurchases and retirement of common stock		(17,780	)		(33,992	)
Proceeds from common stock issued under employee stock purchase plan		374			388
Payment of minimum tax withholdings on share-based awards		(3,293	)		(2,832	)
Contributions from subsidiary held for sale		—			1,118
Net cash (used in) provided by financing activities from continuing operations		(44,411	)		733
Net increase in cash and cash equivalents of continuing operations		10,070			10,590

Cash from discontinued operation:
Net cash used in operating activities of discontinued operation		—			(6,902	)
Net cash provided by investing activities of discontinued operation		—			8,020
Net cash used in financing activities of discontinued operation		—			(1,118	)
Net increase in cash and cash equivalents		10,070			10,590
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 in cash and cash equivalents		10,070			10,590
Less: cash at end of period of discontinued operation		—			—
Cash and cash equivalents at end of period of continuing operations	$	47,386		$	50,844

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, 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 six months ended June 30, 2022 and 2021 (in thousands):

	Three Months Ended				Six Months Ended
Continuing Operations	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021
Net income	$	55,430	$	30,677	$	98,116	$	47,391
Interest expense		1,193		1,323		1,977		2,488
Income tax expense		18,922		10,124		32,803		14,969
Depreciation and amortization		11,595		9,414		22,725		18,651
EBITDA	$	87,140	$	51,538	$	155,621	$	83,499

The following is a reconciliation of net cash provided by operating activities to free cash flow for the three and six months ended June 30, 2022 and 2021 (in thousands):

	Three Months Ended						Six Months Ended
Continuing Operations	June 30, 2022			June 30, 2021			June 30, 2022			June 30, 2021
Net cash provided by operating activities	$	50,334		$	22,748		$	112,820		$	39,661
Proceeds from sale of property and equipment		256			649			767			1,314
Purchases of property and equipment		(8,765	)		(5,880	)		(18,673	)		(8,575	)
Free cash flow	$	41,825		$	17,517		$	94,914		$	32,400

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 six months ended June 30, 2022 and 2021 (in thousands, except net income per diluted share):

	Three Months Ended June 30, 2022						Three Months Ended June 30, 2021
Continuing Operations	Income From Operations		Net Income¹		Net Income Per Diluted Share¹		Income From Operations			Net Income¹			Net Income Per Diluted Share¹
As Reported	$	75,545	$	55,430	$	2.04	$	42,124		$	30,677		$	1.11
Change in the fair value of the earn-out liability		—		—		—		(337	)		(253	)		(0.01	)
As Adjusted	$	75,545	$	55,430	$	2.04	$	41,787		$	30,424		$	1.10

¹Net income and net income per diluted share amounts are after tax

	Six Months Ended June 30, 2022									Six Months Ended June 30, 2021
Continuing Operations	Income From Operations			Net Income¹			Net Income Per Diluted Share¹			Income From Operations			Net Income¹			Net Income Per Diluted Share^1,2
As Reported	$	132,896		$	98,116		$	3.61		$	64,848		$	47,391		$	1.71
Professional fees for cybersecurity and shareholder engagement activities		—			—			—			6,955			5,286			0.19
Change in the fair value of the earn-out liability		(294	)		(220	)		(0.01	)		(385	)		(293	)		(0.01	)
As Adjusted	$	132,602		$	97,896		$	3.60		$	71,418		$	52,384		$	1.89

¹Net income and net income per diluted share amounts are after tax
² Rounding may impact summation of amounts

The following is a reconciliation of reported net income per diluted share to adjusted net income per diluted share for the three months ended September 30, 2021:

	Net Income Per Diluted Share^1,2
Continuing Operations	Three Months Ended September 30, 2021
As reported	$	1.12
Professional fees for an operational improvement project		0.03
As adjusted	$	1.14

¹Net income per diluted share is after tax ² Rounding may impact summation of amounts

The following information is provided to supplement this press release.

Actual - Continuing Operations	Three Months Ended June 30, 2022
Net income from continuing operations	$	55,430
Income allocated to participating securities		(346	)
Numerator for diluted net income per share - net income	$	55,084

Weighted-average common shares and common share equivalent outstanding - diluted		26,989
Diluted net income per share	$	2.04

Projected	Full year 2022
Projected tax rate - continuing operations		25.7	%

Projected purchases of property and equipment, net of proceeds from sale of property and equipment	$	40,000

Projected	December 31, 2022
Projected weighted-average common shares and common share equivalent 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 2022 revenue, revenue growth, net income per diluted share, adjusted net income per diluted share and volume, expectations regarding continued momentum in our business into 2022 and 2023, expectations regarding expansion of operating margins, and the future of declaration of dividends.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. The following is a list of factors, among others, that could cause actual results to differ materially from those contemplated by the forward-looking statements: economic factors such as recessions, inflation, higher interest rates and downturns in customer business cycles, changes in fuel prices and/or fuel taxes, a decrease in demand for transportation services, pricing pressure, changes in freight volume, 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, loss of a major customer, increasing competition,, 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.

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Contacts

Forward Air Corporation

Brandon Hammer, 423-636-7173

bhammer@forwardair.com