12/312022Q2FALSE0000912728P3Y33.3333.3333.3300009127282022-01-012022-06-3000009127282022-08-05xbrli:shares00009127282022-06-30iso4217:USD00009127282021-12-31iso4217:USDxbrli:shares00009127282022-04-012022-06-3000009127282021-04-012021-06-3000009127282021-01-012021-06-3000009127282020-12-3100009127282021-06-300000912728us-gaap:CommonStockMember2021-12-310000912728us-gaap:AdditionalPaidInCapitalMember2021-12-310000912728us-gaap:RetainedEarningsMember2021-12-310000912728us-gaap:RetainedEarningsMember2022-01-012022-03-3100009127282022-01-012022-03-310000912728us-gaap:CommonStockMember2022-01-012022-03-310000912728us-gaap:AdditionalPaidInCapitalMember2022-01-012022-03-310000912728us-gaap:CommonStockMember2022-03-310000912728us-gaap:AdditionalPaidInCapitalMember2022-03-310000912728us-gaap:RetainedEarningsMember2022-03-3100009127282022-03-310000912728us-gaap:RetainedEarningsMember2022-04-012022-06-300000912728us-gaap:CommonStockMember2022-04-012022-06-300000912728us-gaap:AdditionalPaidInCapitalMember2022-04-012022-06-300000912728us-gaap:CommonStockMember2022-06-300000912728us-gaap:AdditionalPaidInCapitalMember2022-06-300000912728us-gaap:RetainedEarningsMember2022-06-300000912728us-gaap:CommonStockMember2020-12-310000912728us-gaap:AdditionalPaidInCapitalMember2020-12-310000912728us-gaap:RetainedEarningsMember2020-12-310000912728us-gaap:RetainedEarningsMember2021-01-012021-03-3100009127282021-01-012021-03-310000912728us-gaap:CommonStockMember2021-01-012021-03-310000912728us-gaap:AdditionalPaidInCapitalMember2021-01-012021-03-310000912728us-gaap:CommonStockMember2021-03-310000912728us-gaap:AdditionalPaidInCapitalMember2021-03-310000912728us-gaap:RetainedEarningsMember2021-03-3100009127282021-03-310000912728us-gaap:RetainedEarningsMember2021-04-012021-06-300000912728us-gaap:CommonStockMember2021-04-012021-06-300000912728us-gaap:AdditionalPaidInCapitalMember2021-04-012021-06-300000912728us-gaap:CommonStockMember2021-06-300000912728us-gaap:AdditionalPaidInCapitalMember2021-06-300000912728us-gaap:RetainedEarningsMember2021-06-30fwrd:segment00009127282021-02-122021-02-1200009127282021-02-1200009127282021-01-012021-12-310000912728us-gaap:SegmentDiscontinuedOperationsMember2021-04-012021-06-300000912728us-gaap:SegmentDiscontinuedOperationsMember2021-01-012021-06-300000912728fwrd:ProficientTransportIncorporatedAndProficientTruckingIncMember2021-02-280000912728fwrd:ProficientTransportIncorporatedAndProficientTruckingIncMember2021-02-012021-02-280000912728fwrd:ProficientTransportIncorporatedAndProficientTruckingIncMember2022-04-012022-06-300000912728fwrd:ProficientTransportIncorporatedAndProficientTruckingIncMember2022-01-012022-06-300000912728fwrd:ProficientTransportIncorporatedAndProficientTruckingIncMember2021-01-012021-06-300000912728fwrd:ProficientTransportIncorporatedAndProficientTruckingIncMember2021-04-012021-06-300000912728fwrd:ProficientTransportIncorporatedAndProficientTruckingIncMember2022-01-012022-03-310000912728fwrd:ProficientTransportIncorporatedAndProficientTruckingIncMember2022-06-300000912728fwrd:ProficientTransportIncorporatedAndProficientTruckingIncMemberus-gaap:FairValueMeasurementsRecurringMemberfwrd:EarnOutLiabilityMember2021-12-310000912728fwrd:BarOleTruckingIncMember2021-11-300000912728fwrd:EdgmonTruckingLLCMember2022-05-300000912728fwrd:EdgmonTruckingLLCMember2022-05-302022-05-300000912728us-gaap:CustomerRelationshipsMemberfwrd:BarOleTruckingIncMember2021-11-300000912728fwrd:EdgmonTruckingLLCMemberus-gaap:CustomerRelationshipsMember2022-05-300000912728us-gaap:NoncompeteAgreementsMemberfwrd:BarOleTruckingIncMember2021-11-300000912728fwrd:EdgmonTruckingLLCMemberus-gaap:NoncompeteAgreementsMember2022-05-300000912728fwrd:BarOleTruckingIncMember2022-01-012022-06-300000912728us-gaap:CustomerRelationshipsMemberfwrd:BarOleTruckingIncMember2021-11-302021-11-300000912728fwrd:EdgmonTruckingLLCMemberus-gaap:CustomerRelationshipsMember2022-05-302022-05-300000912728us-gaap:NoncompeteAgreementsMemberfwrd:BarOleTruckingIncMember2021-11-302021-11-300000912728fwrd:EdgmonTruckingLLCMemberus-gaap:NoncompeteAgreementsMember2022-05-302022-05-300000912728fwrd:ExpeditedFreightSegmentMember2021-12-310000912728fwrd:IntermodalSegmentMember2021-12-310000912728fwrd:ExpeditedFreightSegmentMember2022-01-012022-06-300000912728fwrd:IntermodalSegmentMember2022-01-012022-06-300000912728fwrd:ExpeditedFreightSegmentMember2022-06-300000912728fwrd:IntermodalSegmentMember2022-06-300000912728us-gaap:CustomerRelationshipsMember2021-12-310000912728us-gaap:NoncompeteAgreementsMember2021-12-310000912728us-gaap:TradeNamesMember2021-12-310000912728us-gaap:CustomerRelationshipsMember2022-01-012022-06-300000912728us-gaap:NoncompeteAgreementsMember2022-01-012022-06-300000912728us-gaap:TradeNamesMember2022-01-012022-06-300000912728us-gaap:CustomerRelationshipsMember2022-06-300000912728us-gaap:NoncompeteAgreementsMember2022-06-300000912728us-gaap:TradeNamesMember2022-06-300000912728fwrd:SalariesWagesAndEmployeeBenefitsMemberus-gaap:SegmentContinuingOperationsMember2022-04-012022-06-300000912728fwrd:SalariesWagesAndEmployeeBenefitsMemberus-gaap:SegmentContinuingOperationsMember2021-04-012021-06-300000912728fwrd:SalariesWagesAndEmployeeBenefitsMemberus-gaap:SegmentContinuingOperationsMember2022-01-012022-06-300000912728fwrd:SalariesWagesAndEmployeeBenefitsMemberus-gaap:SegmentContinuingOperationsMember2021-01-012021-06-300000912728fwrd:SalariesWagesAndEmployeeBenefitsMemberus-gaap:SegmentDiscontinuedOperationsMember2022-04-012022-06-300000912728fwrd:SalariesWagesAndEmployeeBenefitsMemberus-gaap:SegmentDiscontinuedOperationsMember2021-04-012021-06-300000912728fwrd:SalariesWagesAndEmployeeBenefitsMemberus-gaap:SegmentDiscontinuedOperationsMember2022-01-012022-06-300000912728fwrd:SalariesWagesAndEmployeeBenefitsMemberus-gaap:SegmentDiscontinuedOperationsMember2021-01-012021-06-3000009127282016-05-310000912728us-gaap:EmployeeStockOptionMemberus-gaap:SegmentContinuingOperationsMember2021-12-310000912728us-gaap:EmployeeStockOptionMemberus-gaap:SegmentContinuingOperationsMember2022-01-012022-06-300000912728us-gaap:EmployeeStockOptionMemberus-gaap:SegmentContinuingOperationsMember2022-06-300000912728us-gaap:RestrictedStockMember2022-01-012022-06-300000912728us-gaap:ShareBasedCompensationAwardTrancheOneMemberus-gaap:RestrictedStockMember2022-01-012022-06-300000912728us-gaap:SegmentContinuingOperationsMemberus-gaap:RestrictedStockMember2021-12-310000912728us-gaap:SegmentContinuingOperationsMemberus-gaap:RestrictedStockMember2022-01-012022-06-300000912728us-gaap:SegmentContinuingOperationsMemberus-gaap:RestrictedStockMember2022-06-300000912728fwrd:KeyEmployeePerformanceShareBasedPlanMember2022-01-012022-06-300000912728fwrd:KeyEmployeePerformanceShareBasedPlanMemberus-gaap:SegmentContinuingOperationsMember2021-12-310000912728fwrd:KeyEmployeePerformanceShareBasedPlanMemberus-gaap:SegmentContinuingOperationsMember2022-01-012022-06-300000912728fwrd:KeyEmployeePerformanceShareBasedPlanMemberus-gaap:SegmentContinuingOperationsMember2022-06-300000912728us-gaap:EmployeeStockMember2022-06-300000912728us-gaap:EmployeeStockMember2022-01-012022-06-30xbrli:purefwrd:contribution0000912728us-gaap:EmployeeStockMemberus-gaap:SegmentContinuingOperationsMember2022-01-012022-06-300000912728us-gaap:EmployeeStockMemberus-gaap:SegmentContinuingOperationsMember2021-01-012021-06-300000912728us-gaap:EmployeeStockMemberus-gaap:SegmentContinuingOperationsMember2022-06-300000912728us-gaap:EmployeeStockMemberus-gaap:SegmentContinuingOperationsMember2021-06-300000912728fwrd:NonemployeeDirectorNonvestedSharesGrantedMember2022-06-300000912728fwrd:NonemployeeDirectorNonvestedSharesGrantedMember2022-01-012022-06-300000912728fwrd:NonemployeeDirectorNonvestedSharesGrantedMemberus-gaap:SegmentContinuingOperationsMember2021-12-310000912728fwrd:NonemployeeDirectorNonvestedSharesGrantedMemberus-gaap:SegmentContinuingOperationsMember2022-01-012022-06-300000912728fwrd:NonemployeeDirectorNonvestedSharesGrantedMemberus-gaap:SegmentContinuingOperationsMember2022-06-300000912728fwrd:NonemployeeDirectorNonvestedSharesGrantedMemberus-gaap:SegmentContinuingOperationsMember2022-04-012022-06-300000912728fwrd:NonemployeeDirectorNonvestedSharesGrantedMemberus-gaap:SegmentContinuingOperationsMember2021-04-012021-06-300000912728fwrd:NonemployeeDirectorNonvestedSharesGrantedMemberus-gaap:SegmentContinuingOperationsMember2021-01-012021-06-300000912728us-gaap:ShareBasedCompensationAwardTrancheTwoMemberus-gaap:RestrictedStockMember2022-01-012022-06-300000912728us-gaap:ShareBasedCompensationAwardTrancheThreeMemberus-gaap:RestrictedStockMember2022-01-012022-06-300000912728us-gaap:RevolvingCreditFacilityMember2022-06-300000912728us-gaap:RevolvingCreditFacilityMember2021-12-310000912728us-gaap:RevolvingCreditFacilityMember2017-09-012017-09-300000912728us-gaap:RevolvingCreditFacilityMember2017-09-300000912728us-gaap:LetterOfCreditMember2017-09-300000912728us-gaap:BridgeLoanMember2017-09-300000912728us-gaap:RevolvingCreditFacilityMember2020-04-300000912728us-gaap:MediumTermNotesMemberus-gaap:RevolvingCreditFacilityMember2021-12-310000912728us-gaap:MediumTermNotesMemberus-gaap:RevolvingCreditFacilityMember2021-12-012021-12-310000912728us-gaap:RevolvingCreditFacilityMember2021-12-012021-12-310000912728us-gaap:RevolvingCreditFacilityMemberfwrd:BloombergShortTermBankYieldIndexMembersrt:MinimumMember2021-12-012021-12-310000912728srt:MaximumMemberus-gaap:RevolvingCreditFacilityMemberfwrd:BloombergShortTermBankYieldIndexMember2021-12-012021-12-310000912728us-gaap:RevolvingCreditFacilityMemberus-gaap:FederalFundsEffectiveSwapRateMember2021-12-012021-12-310000912728us-gaap:PrimeRateMemberus-gaap:RevolvingCreditFacilityMembersrt:MinimumMember2021-12-012021-12-310000912728srt:MaximumMemberus-gaap:PrimeRateMemberus-gaap:RevolvingCreditFacilityMember2021-12-012021-12-310000912728us-gaap:RevolvingCreditFacilityMember2021-06-300000912728us-gaap:RevolvingCreditFacilityMember2021-07-310000912728us-gaap:LondonInterbankOfferedRateLIBORMemberus-gaap:RevolvingCreditFacilityMembersrt:MinimumMember2021-07-012021-07-310000912728srt:MaximumMemberus-gaap:LondonInterbankOfferedRateLIBORMemberus-gaap:RevolvingCreditFacilityMember2021-07-012021-07-310000912728us-gaap:RevolvingCreditFacilityMemberus-gaap:FederalFundsEffectiveSwapRateMember2021-07-012021-07-310000912728us-gaap:PrimeRateMemberus-gaap:RevolvingCreditFacilityMembersrt:MinimumMember2021-07-012021-07-310000912728srt:MaximumMemberus-gaap:PrimeRateMemberus-gaap:RevolvingCreditFacilityMember2021-07-012021-07-310000912728us-gaap:LetterOfCreditMember2021-12-310000912728us-gaap:LetterOfCreditMember2022-06-300000912728us-gaap:EmployeeStockOptionMember2022-04-012022-06-300000912728us-gaap:EmployeeStockOptionMember2021-04-012021-06-300000912728us-gaap:EmployeeStockOptionMember2022-01-012022-06-300000912728us-gaap:EmployeeStockOptionMember2021-01-012021-06-300000912728us-gaap:PerformanceSharesMember2022-04-012022-06-300000912728us-gaap:PerformanceSharesMember2021-04-012021-06-300000912728us-gaap:PerformanceSharesMember2022-01-012022-06-300000912728us-gaap:PerformanceSharesMember2021-01-012021-06-300000912728fwrd:NonvestedSharesandDeferredStockUnitsMember2022-04-012022-06-300000912728fwrd:NonvestedSharesandDeferredStockUnitsMember2021-04-012021-06-300000912728fwrd:NonvestedSharesandDeferredStockUnitsMember2022-01-012022-06-300000912728fwrd:NonvestedSharesandDeferredStockUnitsMember2021-01-012021-06-300000912728us-gaap:StateAndLocalJurisdictionMember2022-06-300000912728us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberfwrd:EarnOutLiabilityMember2022-06-300000912728us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberfwrd:EarnOutLiabilityMember2022-06-300000912728us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberfwrd:EarnOutLiabilityMember2022-06-300000912728us-gaap:FairValueMeasurementsRecurringMemberfwrd:EarnOutLiabilityMember2022-06-300000912728us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberfwrd:EarnOutLiabilityMember2021-12-310000912728us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberfwrd:EarnOutLiabilityMember2021-12-310000912728us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberfwrd:EarnOutLiabilityMember2021-12-310000912728us-gaap:FairValueMeasurementsRecurringMemberfwrd:EarnOutLiabilityMember2021-12-310000912728us-gaap:EstimateOfFairValueFairValueDisclosureMember2022-06-300000912728us-gaap:CarryingReportedAmountFairValueDisclosureMember2022-06-300000912728us-gaap:EstimateOfFairValueFairValueDisclosureMember2021-12-310000912728us-gaap:CarryingReportedAmountFairValueDisclosureMember2021-12-3100009127282021-07-012021-09-3000009127282021-10-012021-12-310000912728us-gaap:SubsequentEventMember2022-07-262022-07-260000912728fwrd:StockRepurchasePlan2019Member2019-02-050000912728us-gaap:CommonStockMemberfwrd:StockRepurchasePlan2019Member2022-01-012022-06-300000912728us-gaap:CommonStockMemberfwrd:StockRepurchasePlan2019Member2021-01-012021-06-300000912728fwrd:StockRepurchasePlan2019Member2022-06-300000912728srt:MaximumMemberfwrd:Aggregatedeductibleforclaimsbetween5000and10000Member2022-01-012022-06-300000912728fwrd:ExpeditedFreightSegmentMemberfwrd:AggregateDeductibleForClaimsBetween0And30002022-01-012022-06-300000912728fwrd:ExpeditedFreightSegmentMembersrt:MinimumMemberfwrd:AggregateDeductibleForClaimsBetween0And30002022-01-012022-06-300000912728srt:MaximumMemberfwrd:ExpeditedFreightSegmentMemberfwrd:AggregateDeductibleForClaimsBetween0And30002022-01-012022-06-300000912728fwrd:AggregateDeductibleForClaimsBetween0And2000Memberfwrd:ExpeditedFreightSegmentMember2022-01-012022-06-300000912728fwrd:AggregateDeductibleForClaimsBetween0And2000Memberfwrd:ExpeditedFreightSegmentMembersrt:MinimumMember2022-01-012022-06-300000912728srt:MaximumMemberfwrd:AggregateDeductibleForClaimsBetween0And2000Memberfwrd:ExpeditedFreightSegmentMember2022-01-012022-06-300000912728fwrd:Aggregatedeductibleforclaimsbetween3000and5000Memberfwrd:ExpeditedFreightSegmentMember2022-01-012022-06-300000912728fwrd:Aggregatedeductibleforclaimsbetween3000and5000Memberfwrd:ExpeditedFreightSegmentMembersrt:MinimumMember2022-01-012022-06-300000912728srt:MaximumMemberfwrd:Aggregatedeductibleforclaimsbetween3000and5000Memberfwrd:ExpeditedFreightSegmentMember2022-01-012022-06-300000912728fwrd:ExpeditedFreightSegmentMemberfwrd:Aggregatedeductibleforclaimsbetween5000and10000Member2022-01-012022-06-300000912728fwrd:ExpeditedFreightSegmentMembersrt:MinimumMemberfwrd:Aggregatedeductibleforclaimsbetween5000and10000Member2022-01-012022-06-300000912728srt:MaximumMemberfwrd:ExpeditedFreightSegmentMemberfwrd:Aggregatedeductibleforclaimsbetween5000and10000Member2022-01-012022-06-300000912728fwrd:AggregateDeductibleForClaimsBetween0And1000Memberfwrd:IntermodalSegmentMember2022-01-012022-06-300000912728fwrd:AggregateDeductibleForClaimsBetween0And1000Memberfwrd:IntermodalSegmentMembersrt:MinimumMember2022-01-012022-06-300000912728srt:MaximumMemberfwrd:AggregateDeductibleForClaimsBetween0And1000Memberfwrd:IntermodalSegmentMember2022-01-012022-06-300000912728fwrd:ExpeditedFreightSegmentMemberus-gaap:OperatingSegmentsMember2022-04-012022-06-300000912728us-gaap:OperatingSegmentsMemberfwrd:IntermodalSegmentMember2022-04-012022-06-300000912728us-gaap:CorporateNonSegmentMember2022-04-012022-06-300000912728us-gaap:SegmentContinuingOperationsMember2022-04-012022-06-300000912728us-gaap:IntersegmentEliminationMemberfwrd:ExpeditedFreightSegmentMember2022-04-012022-06-300000912728us-gaap:IntersegmentEliminationMemberfwrd:IntermodalSegmentMember2022-04-012022-06-300000912728us-gaap:IntersegmentEliminationMember2022-04-012022-06-300000912728us-gaap:IntersegmentEliminationMemberus-gaap:SegmentContinuingOperationsMember2022-04-012022-06-300000912728fwrd:ExpeditedFreightSegmentMemberus-gaap:OperatingSegmentsMember2021-04-012021-06-300000912728us-gaap:OperatingSegmentsMemberfwrd:IntermodalSegmentMember2021-04-012021-06-300000912728us-gaap:CorporateNonSegmentMember2021-04-012021-06-300000912728us-gaap:SegmentContinuingOperationsMember2021-04-012021-06-300000912728us-gaap:IntersegmentEliminationMemberfwrd:ExpeditedFreightSegmentMember2021-04-012021-06-300000912728us-gaap:IntersegmentEliminationMemberfwrd:IntermodalSegmentMember2021-04-012021-06-300000912728us-gaap:IntersegmentEliminationMember2021-04-012021-06-300000912728us-gaap:IntersegmentEliminationMemberus-gaap:SegmentContinuingOperationsMember2021-04-012021-06-300000912728fwrd:ExpeditedFreightSegmentMemberus-gaap:OperatingSegmentsMember2022-01-012022-06-300000912728us-gaap:OperatingSegmentsMemberfwrd:IntermodalSegmentMember2022-01-012022-06-300000912728us-gaap:CorporateNonSegmentMember2022-01-012022-06-300000912728us-gaap:SegmentContinuingOperationsMember2022-01-012022-06-300000912728us-gaap:IntersegmentEliminationMemberfwrd:ExpeditedFreightSegmentMember2022-01-012022-06-300000912728us-gaap:IntersegmentEliminationMemberfwrd:IntermodalSegmentMember2022-01-012022-06-300000912728us-gaap:IntersegmentEliminationMember2022-01-012022-06-300000912728us-gaap:IntersegmentEliminationMemberus-gaap:SegmentContinuingOperationsMember2022-01-012022-06-300000912728fwrd:ExpeditedFreightSegmentMemberus-gaap:OperatingSegmentsMember2021-01-012021-06-300000912728us-gaap:OperatingSegmentsMemberfwrd:IntermodalSegmentMember2021-01-012021-06-300000912728us-gaap:CorporateNonSegmentMember2021-01-012021-06-300000912728us-gaap:SegmentContinuingOperationsMember2021-01-012021-06-300000912728us-gaap:IntersegmentEliminationMemberfwrd:ExpeditedFreightSegmentMember2021-01-012021-06-300000912728us-gaap:IntersegmentEliminationMemberfwrd:IntermodalSegmentMember2021-01-012021-06-300000912728us-gaap:IntersegmentEliminationMember2021-01-012021-06-300000912728us-gaap:IntersegmentEliminationMemberus-gaap:SegmentContinuingOperationsMember2021-01-012021-06-300000912728fwrd:ExpeditedFreightSegmentMemberus-gaap:OperatingSegmentsMemberus-gaap:SegmentContinuingOperationsMember2022-06-300000912728us-gaap:OperatingSegmentsMemberfwrd:IntermodalSegmentMemberus-gaap:SegmentContinuingOperationsMember2022-06-300000912728us-gaap:CorporateNonSegmentMemberus-gaap:SegmentContinuingOperationsMember2022-06-300000912728us-gaap:IntersegmentEliminationMemberus-gaap:SegmentContinuingOperationsMember2022-06-300000912728us-gaap:SegmentContinuingOperationsMember2022-06-300000912728fwrd:ExpeditedFreightSegmentMemberus-gaap:OperatingSegmentsMemberus-gaap:SegmentContinuingOperationsMember2021-12-310000912728us-gaap:OperatingSegmentsMemberfwrd:IntermodalSegmentMemberus-gaap:SegmentContinuingOperationsMember2021-12-310000912728us-gaap:CorporateNonSegmentMemberus-gaap:SegmentContinuingOperationsMember2021-12-310000912728us-gaap:IntersegmentEliminationMemberus-gaap:SegmentContinuingOperationsMember2021-12-310000912728us-gaap:SegmentContinuingOperationsMember2021-12-310000912728us-gaap:IntersegmentEliminationMemberus-gaap:SegmentDiscontinuedOperationsMember2022-04-012022-06-300000912728us-gaap:IntersegmentEliminationMemberus-gaap:SegmentDiscontinuedOperationsMember2021-04-012021-06-300000912728us-gaap:IntersegmentEliminationMemberus-gaap:SegmentDiscontinuedOperationsMember2022-01-012022-06-300000912728us-gaap:IntersegmentEliminationMemberus-gaap:SegmentDiscontinuedOperationsMember2021-01-012021-06-300000912728fwrd:NetworkMemberfwrd:ExpeditedFreightSegmentMember2022-04-012022-06-300000912728fwrd:NetworkMemberfwrd:ExpeditedFreightSegmentMember2021-04-012021-06-300000912728fwrd:NetworkMemberfwrd:ExpeditedFreightSegmentMember2022-01-012022-06-300000912728fwrd:NetworkMemberfwrd:ExpeditedFreightSegmentMember2021-01-012021-06-300000912728fwrd:TruckloadMemberfwrd:ExpeditedFreightSegmentMember2022-04-012022-06-300000912728fwrd:TruckloadMemberfwrd:ExpeditedFreightSegmentMember2021-04-012021-06-300000912728fwrd:TruckloadMemberfwrd:ExpeditedFreightSegmentMember2022-01-012022-06-300000912728fwrd:TruckloadMemberfwrd:ExpeditedFreightSegmentMember2021-01-012021-06-300000912728fwrd:ExpeditedFreightSegmentMemberfwrd:FinalMileMember2022-04-012022-06-300000912728fwrd:ExpeditedFreightSegmentMemberfwrd:FinalMileMember2021-04-012021-06-300000912728fwrd:ExpeditedFreightSegmentMemberfwrd:FinalMileMember2022-01-012022-06-300000912728fwrd:ExpeditedFreightSegmentMemberfwrd:FinalMileMember2021-01-012021-06-300000912728us-gaap:ProductAndServiceOtherMemberfwrd:ExpeditedFreightSegmentMember2022-04-012022-06-300000912728us-gaap:ProductAndServiceOtherMemberfwrd:ExpeditedFreightSegmentMember2021-04-012021-06-300000912728us-gaap:ProductAndServiceOtherMemberfwrd:ExpeditedFreightSegmentMember2022-01-012022-06-300000912728us-gaap:ProductAndServiceOtherMemberfwrd:ExpeditedFreightSegmentMember2021-01-012021-06-300000912728fwrd:ExpeditedFreightSegmentMember2022-04-012022-06-300000912728fwrd:ExpeditedFreightSegmentMember2021-04-012021-06-300000912728fwrd:ExpeditedFreightSegmentMember2021-01-012021-06-30

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 2022
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File No. 000-22490
fwrd-20220630_g1.jpg
FORWARD AIR CORPORATION
(Exact name of registrant as specified in its charter)
Tennessee62-1120025
(State or other jurisdiction of incorporation)(I.R.S. Employer Identification No.)
1915 Snapps Ferry RoadBuilding NGreenevilleTN37745
(Address of principal executive offices)(Zip Code)
 
Registrant’s telephone number, including area code: (423) 636-7000
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueFWRDThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. 
Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes x  No ¨
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerxAccelerated filer¨Non-accelerated filer¨Smaller reporting companyEmerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  
Yes ¨  No x

The number of shares outstanding of the registrant’s common stock, $0.01 par value, as of August 5, 2022 was 26,851,064.



Table of Contents
Forward Air Corporation
   
  Page
  Number
Part I: Financial Information 
   
Item 1.Financial Statements (Unaudited) 
   
 
   
 
   
 
   
 
   
Item 2.
   
Item 3.
   
Item 4.
   
Part II: Other Information
   
Item 1.
   
Item 2.
   
Item 3.
   
Item 4.
Item 5.
Item 6.
   

2

Table of Contents

Part I.Financial Information
  
Item 1.Financial Statements (Unaudited).
Forward Air Corporation
Condensed Consolidated Balance Sheets
(unaudited and in thousands, except share and per share amounts)
 June 30,
2022
December 31,
2021
Assets
Current assets:  
Cash and cash equivalents$47,386 $37,316 
Accounts receivable, less allowance of $3,513 in 2022 and $3,260 in 2021
246,006 208,085 
Other receivables, less allowance of $900 in 2022 and $ in 2021
104 8,097 
Other current assets22,260 29,309 
Total current assets315,756 282,807 
Property and equipment, net of accumulated depreciation and amortization of $207,225 in 2022 and $200,867 in 2021
229,220 219,095 
Operating lease right-of-use assets154,277 148,198 
Goodwill287,597 266,752 
Other acquired intangibles, net of accumulated amortization of $115,297 in 2022 and $107,336 in 2021
160,216 154,717 
Other assets50,077 46,254 
Total assets$1,197,143 $1,117,823 
Liabilities and Shareholders’ Equity 
Current liabilities:  
Accounts payable$42,058 $44,837 
Accrued expenses64,355 61,621 
Other current liabilities4,044 4,614 
Current portion of debt and finance lease obligations7,505 6,088 
Current portion of operating lease liabilities49,498 47,532 
Total current liabilities167,460 164,692 
Finance lease obligations, less current portion10,759 9,571 
Long-term debt, less current portion and debt issuance costs147,279 155,466 
Operating lease liabilities, less current portion106,552 101,409 
Other long-term liabilities55,374 49,624 
Deferred income taxes45,369 43,407 
Shareholders’ equity:  
Preferred stock, $0.01 par value: Authorized shares - 5,000,000; no shares issued or outstanding in 2022 and 2021
  
Common stock, $0.01 par value: Authorized shares - 50,000,000; issued and outstanding shares - 26,879,522 in 2022 and 26,968,788 in 2021
269 270 
Additional paid-in capital265,129 258,474 
Retained earnings398,952 334,910 
Total shareholders’ equity664,350 593,654 
Total liabilities and shareholders’ equity$1,197,143 $1,117,823 
The accompanying notes are an integral part of the condensed consolidated financial statements.
3

Table of Contents

    
Forward Air Corporation
Condensed Consolidated Statements of Comprehensive Income
(unaudited and in thousands, except per share amounts)
 Three Months Ended
 June 30,
2022
June 30,
2021
Operating revenues$515,219 $420,671 
Operating expenses: 
Purchased transportation239,490 215,217 
Salaries, wages and employee benefits86,358 84,641 
Operating leases23,459 20,370 
Depreciation and amortization11,595 9,414 
Insurance and claims13,196 10,891 
Fuel expense8,314 4,059 
Other operating expenses57,262 33,955 
Total operating expenses439,674 378,547 
Income from continuing operations75,545 42,124 
Other expense: 
Interest expense(1,193)(1,323)
Total other expense(1,193)(1,323)
Income before income taxes74,352 40,801 
Income tax expense18,922 10,124 
Net income from continuing operations55,430 30,677 
Loss from discontinued operation, net of tax  
Net income and comprehensive income $55,430 $30,677 
Basic net income (loss) per share
Continuing operations$2.05 $1.12 
Discontinued operation  
Net income per basic share$2.05 $1.12 
Diluted net income (loss) per share
Continuing operations$2.04 $1.11 
Discontinued operation  
Net income per diluted share$2.04 $1.11 
Dividends per share$0.24 $0.21 


The accompanying notes are an integral part of the condensed consolidated financial statements.


4

Table of Contents

Forward Air Corporation
Condensed Consolidated Statements of Comprehensive Income
(unaudited and in thousands, except per share amounts)
 Six Months Ended
 June 30,
2022
June 30,
2021
Operating revenues$982,180 $782,873 
Operating expenses:
Purchased transportation464,322 399,825 
Salaries, wages and employee benefits172,439 159,538 
Operating leases46,132 39,537 
Depreciation and amortization22,725 18,651 
Insurance and claims25,164 20,632 
Fuel expense14,179 7,761 
Other operating expenses104,323 72,081 
Total operating expenses849,284 718,025 
Income from continuing operations132,896 64,848 
Other expense:
Interest expense(1,977)(2,488)
Total other expense(1,977)(2,488)
Income before income taxes130,919 62,360 
Income tax expense32,803 14,969 
Net income from continuing operations98,116 47,391 
Loss from discontinued operation, net of tax (5,533)
Net income and comprehensive income $98,116 $41,858 
Basic net income (loss) per share
Continuing operations$3.63 $1.72 
Discontinued operation (0.20)
Net income per basic share$3.63 $1.52 
Diluted net income (loss) per share
Continuing operations$3.61 $1.71 
Discontinued operation (0.20)
Net income per diluted share$3.61 $1.51 
Dividends per share$0.48 $0.42 

The accompanying notes are an integral part of the condensed consolidated financial statements.
5

Table of Contents

Forward Air Corporation
Condensed Consolidated Statements of Cash Flows
(unaudited and in thousands)
 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 amortization22,725 18,651 
Change in fair value of earn-out liability(294)(385)
Share-based compensation expense6,067 5,578 
Provision for revenue adjustments2,934 3,525 
Deferred income tax expense (benefit)1,962 (572)
Other1,383 189 
Changes in operating assets and liabilities, net of effects from the purchase of acquired businesses:
Accounts receivable(36,751)(51,018)
Other receivables7,093 (13,491)
Other current and noncurrent assets3,918 6,746 
Accounts payable, accrued expenses and other long-term liabilities5,667 23,047 
Net cash provided by operating activities of continuing operations112,820 39,661 
Investing activities:
Proceeds from sale of property and equipment767 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 exercises206 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 plan374 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 operations10,070 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 equivalents10,070 10,590 
Cash and cash equivalents at beginning of period of continuing operations37,316 40,254 
Cash at beginning of period of discontinued operation   
Net increase in cash and cash equivalents10,070 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 

 The accompanying notes are an integral part of the condensed consolidated financial statements.
6

Table of Contents

Forward Air Corporation
Condensed Consolidated Statements of Shareholders’ Equity
(unaudited and in thousands)
 Common StockAdditional Paid-in
Capital
Retained Earnings
Total Shareholders’ Equity
 SharesAmount
Balance at December 31, 202126,969 $270 $258,474 $334,910 $593,654 
Net income— — — 42,686 42,686 
Stock options exercised3 — 206 — 206 
Share-based compensation expense— — 2,761 — 2,761 
Payment of dividends to shareholders— — 4 (6,506)(6,502)
Payment of minimum tax withholdings on share-based awards(30)— — (3,254)(3,254)
Repurchases and retirement of common stock(176)(2)— (17,778)(17,780)
Issuance of share-based awards96 1 (1)—  
Balance at March 31, 202226,862 $269 $261,444 $350,058 $611,771 
Net income— — — 55,430 55,430 
Common stock issued under employee stock purchase plan5 — 374 — 374 
Share-based compensation expense— — 3,306 — 3,306 
Payment of dividends to shareholders— — 5 (6,497)(6,492)
Payment of minimum tax withholdings on share-based awards(1)— — (39)(39)
Issuance of share-based awards14 — — —  
Balance at June 30, 202226,880 $269 $265,129 $398,952 $664,350 
 Common StockAdditional Paid-in
Capital
Retained Earnings
Total Shareholders’ Equity
 SharesAmount
Balance at December 31, 202027,316 $273 $242,916 $304,140 $547,329 
Net income— — — 11,181 11,181 
Stock options exercised40 — 2,147 — 2,147 
Share-based compensation expense— — 2,613 — 2,613 
Payment of dividends to shareholders— — 3 (5,800)(5,797)
Payment of minimum tax withholdings on share-based awards(35)— — (2,744)(2,744)
Repurchases and retirement of common stock(114)(1)— (9,997)(9,998)
Issuance of share-based awards111 1 (1)—  
Balance at March 31, 202127,318 $273 $247,678 $296,780 $544,731 
Net income— — — 30,677 30,677 
Stock options exercised26 — 1,416 — 1,416 
Common stock issued under employee stock purchase plan5 — 388 — 388 
Share-based compensation expense— — 2,981 — 2,981 
Payment of dividends to shareholders— — 3 (5,771)(5,768)
Payment of minimum tax withholdings on share-based awards(1)— — (82)(82)
Repurchases and retirement of common stock(252)(2)— (23,992)(23,994)
Issuance of share-based awards24 — — —  
Balance at June 30, 202127,120 $271 $252,466 $297,612 $550,349 
The accompanying notes are an integral part of the condensed consolidated financial statements.
7

Table of Contents
Forward Air Corporation
Notes to Condensed Consolidated Financial Statements
(unaudited and in thousands, except per share data)
June 30, 2022

1.    Description of Business and Basis of Presentation

Basis of Presentation and Principles of Consolidation

Forward Air Corporation and its subsidiaries (“Forward Air” or the “Company) is a leading asset-light freight and logistics company. The Company has two reportable segments: Expedited Freight and Intermodal. The Company conducts business in the United States and Canada.

The Expedited Freight segment provides expedited regional, inter-regional and national less-than-truckload (“LTL), truckload and final mile services. Expedited Freight also offers customers local pick-up and delivery and other services including shipment consolidation and deconsolidation, warehousing, customs brokerage and other handling.

The Intermodal segment provides first- and last-mile high value intermodal container drayage services both to and from seaports and railheads. Intermodal also offers dedicated contract and container freight station (“CFS) warehouse and handling services.

The Company’s condensed consolidated financial statements include Forward Air Corporation and its wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation.

The condensed consolidated financial statements of the Company have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature, necessary to present fairly the Company’s financial position, results of operations, and cash flows for the periods presented. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. Results for interim periods are not necessarily indicative of the results for the year.

On April 23, 2020, the Board of Directors (the “Board”) of the Company approved a strategy to divest the Pool Distribution business (“Pool), and the sale of Pool was completed on February 12, 2021. Pool provided high-frequency handling and distribution of time sensitive product to numerous destinations within a specific geographic region. As a result of the strategy to divest of Pool, the results of operations for Pool were presented as a discontinued operation in the Condensed Consolidated Statements of Comprehensive Income for the prior period. Unless otherwise noted, amounts, percentages and discussion for the prior period reflect the results of operations, financial condition and cash flows from the Company’s continuing operations. Refer to Note 3, Discontinued Operation, for further discussion.

2.     Revenue Recognition

Revenue is recognized when the Company satisfies the performance obligation by the delivery of a shipment in accordance with contractual agreements, bills of lading (“BOLs”) and general tariff provisions. The amount of revenue recognized is measured as the consideration the Company expects to receive in exchange for those services pursuant to a contract with a customer. A contract exists once the Company enters into a contractual agreement with a customer. The Company does not recognize revenue in cases where collectibility is not probable, and defers recognition until collection is probable or payment is received.

The Company generates revenue from the delivery of a shipment and the completion of related services. Revenue for the delivery of a shipment is recorded over time to coincide with when customers simultaneously receive and consume the benefits of the delivery services. Accordingly, revenue billed to a customer for the transportation of freight are recognized over the transit period as the performance obligation to the customer is satisfied. The Company determines the transit period for a shipment based on the pick-up date and the delivery date, which may be estimated if delivery has not occurred as of a reporting period. The determination of the transit period and how much of it has been completed as of a given reporting date may require the Company to make judgments that impact the timing of revenue recognized. For delivery of shipments with a pick-up date in one reporting period and a delivery date in another reporting period, the Company recognizes revenue based on relative transit
8

Table of Contents
Forward Air Corporation
Notes to Condensed Consolidated Financial Statements
(unaudited and in thousands, except per share data)
June 30, 2022
time in each reporting period. A portion of the total revenue to be billed to the customer after completion of a delivery is recognized in each reporting period based on the percentage of total transit time that has been completed at the end of the applicable reporting period. Upon delivery of a shipment or related service, customers are billed according to the applicable payment terms. Related services are a separate performance obligation and include accessorial charges such as terminal handling, storage, equipment rentals and customs brokerage.

Revenue is classified based on the line of business as the Company believes that best depicts the nature, timing and amount of revenue and cash flows. For all lines of business, the Company records revenue on a gross basis as it is the principal in the transaction as the Company has discretion to determine the amount of consideration. Additionally, the Company has the discretion to select drivers and other vendors for the services provided to customers. These factors, discretion in the amount of consideration and the selection of drivers and other vendors, support revenue recognized on a gross basis.

3.    Discontinued Operation

As previously disclosed, on April 23, 2020, the Company made a decision to divest of Pool and the sale was completed on February 12, 2021. As a result, the results of Pool were classified to “Loss from discontinued operation, net of tax” in the Condensed Consolidated Statements of Comprehensive Income for three and six months ended June 30, 2021. Certain corporate overhead and other costs previously allocated to Pool for segment reporting purposes did not qualify for classification within discontinued operation and were allocated to continuing operations. These costs were classified to the eliminations column in the segment reconciliation in Note 13, Segment Reporting.
Transition Services Agreement
On February 12, 2021, the Company entered into a Transition Services Agreement (“TSA) with TOG FAS Holdings LLC, the buyer of the Pool business. Under the TSA, the Company performed certain services on an interim basis in order to facilitate the orderly transition of the Pool business. The effective date of the TSA was February 12, 2021 and remained in effect until the date all services were completed, but no more than six months following the effective date. The TSA provided the right to extend the term of the TSA with no limit on the number of the mutually agreed upon extensions. In exchange for the services performed by the Company under the TSA, the Company received a monthly service charge. For the three and six months ended June 30, 2021, the Company recognized $241 and $412, respectively, in “Other operating expenses in the Condensed Consolidated Statements of Comprehensive Income, for the services performed under the TSA. The TSA ended in October 2021 when all services were completed.

Additionally, under the TSA, the Company remitted payments to outside vendors on behalf of TOG FAS Holdings LLC for expenses incurred by the Pool business up to a limit of $18,000. The Company was reimbursed by TOG FAS Holdings LLC within 60 days from the end of the month in the payment was remitted. As of June 30, 2022 and December 31, 2021, the Company recorded a net receivable in the amount of $104 and $8,097 respectively, in “Other receivables in the Condensed Consolidated Balance Sheets for the reimbursement due to the Company. The Company evaluates the collectability of the receivables at least quarterly and if the Company is aware of the inability of TOG FAS Holdings LLC to meet its financial obligations to the Company, the Company will record a specific reserve in order to reduce the receivable to the amount the Company reasonably believes will be collected. As of June 30, 2022, the Company recorded a specific reserve in the amount of $900 in order to reduce the receivable to the amount the Company reasonably believes will be collected.

9

Table of Contents
Forward Air Corporation
Notes to Condensed Consolidated Financial Statements
(unaudited and in thousands, except per share data)
June 30, 2022
Summarized Discontinued Operation Financial Information

A summary of the results of operations classified as a discontinued operation, net of tax, in the Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2021 is as follows:

 Three Months Ended
June 30, 2021
Six Months Ended June 30, 2021
Operating revenue$ $17,087 
Operating expenses:
Purchased transportation 4,290 
Salaries, wages and employee benefits 9,674 
Operating leases 2,907 
Depreciation and amortization  
Insurance and claims 929 
Fuel expense 644 
Other operating expenses 2,087 
Total operating expenses 20,531 
Loss from discontinued operation (3,444)
Loss on sale of business  (2,860)
Loss from discontinued operation before income taxes (6,304)
Income tax benefit (771)
Loss from discontinued operation, net of tax$ $(5,533)

4.    Acquisitions

Intermodal Acquisitions

In February 2021, the Company acquired certain assets and liabilities of Proficient Transport Incorporated and Proficient Trucking, Inc. (together “Proficient Transport) for $16,339 and a potential earn-out of up to $2,000.

The purchase agreement for Proficient Transport included an earn-out up to $2,000 based on the achievement of certain revenue milestones over a one-year period, beginning March 1, 2021. The estimated fair value of the earn-out liability on the date of acquisition was $829. The fair value was based on the estimated one-year performance of the acquired customer revenue and was calculated using the option pricing method.

The fair value of the earn-out liability was adjusted at each reporting period based on changes in the expected cash flows and related assumptions used in the option pricing method. During the three and six months ended June 30, 2022, the fair value of the earn-out changed by $ and ($294) respectively, and the change in fair value was recorded in “Other operating expenses” in the Condensed Consolidated Statements of Comprehensive Income. During both the three and six months ended June 30, 2021, the fair value of the earn-out changed by ($333), and the change in fair value was recorded in “Other operating expenses” in the Condensed Consolidated Statements of Comprehensive Income. The one-year period ended in the first quarter of 2022 and the Company paid $91 in the second quarter of 2022 based on the terms of the purchase agreement. As of December 31, 2021, the fair value of the earn-out liability was $385, which was reflected in “Other current liabilities” in the Condensed Consolidated Balance Sheets.

10

Table of Contents
Forward Air Corporation
Notes to Condensed Consolidated Financial Statements
(unaudited and in thousands, except per share data)
June 30, 2022
In November 2021, the Company acquired certain assets and liabilities of BarOle Trucking, Inc. (“BarOle”) for $35,436. BarOle is an intermodal drayage company headquartered in Roseville, Minnesota. The acquisition of BarOle provides additional capacity and resources to meet customer demands in the intermodal market, and extends the service footprint to the Minneapolis-Saint Paul, Minnesota area. In addition, BarOle has a larger terminal location, which allows for further expansion in the future. The acquisition was financed by cash flows from operations. The results of BarOle have been included in the Company’s Condensed Consolidated Financial Statements as of and from the date of acquisition. The associated goodwill has been included in the Company’s Intermodal reportable segment.

In May 2022, the Company acquired certain assets and liabilities of Edgmon Trucking, LLC (“Edgmon”) for $40,433 and a potential earn-out of up to $5,000. Edgmon, headquartered in Kent, Washington, operates a terminal in Kent and a yard in Seattle, servicing both the Port of Seattle and the Port of Tacoma. The acquisition of Edgmon marks the Company’s first Intermodal location on the West Coast, a key area of expansion in the Intermodal strategic growth plan. The acquisition was financed by cash flows from operations. The results of Edgmon have been included in the Company’s Condensed Consolidated Financial Statements as of and from the date of acquisition. The associated goodwill has been included in the Company’s Intermodal reportable segment.

The purchase agreement for Edgmon included an earn-out up to $5,000 based on the achievement of certain profit contribution milestones over a nineteen month period, beginning May 30, 2022. An estimated fair value of the earn-out liability on the date of acquisition is in process and is excluded from the preliminary purchase price. As the Company finalizes the valuation of the preliminary purchase price, the fair value will based on the estimated nineteen month profit contribution of the acquired operations and will be calculated using the option pricing method.

Fair Value of Assets Acquired and Liabilities Assumed

Assets acquired and liabilities assumed as of the acquisition date are presented in the following table:
BarOleEdgmon
November 30, 2021May 30, 2022
Tangible assets:
Accounts receivable$2,481 $4,831 
Property and equipment6,464 613 
Total tangible assets8,945 5,444 
Intangible assets:
Customer relationships12,028 17,950 
Non-compete agreements212 465 
Goodwill14,519 17,003 
Total intangible assets26,759 35,418 
Total assets acquired35,704 40,862 
Liabilities assumed:
Current liabilities268 429 
Total liabilities assumed268 429 
Net assets acquired$35,436 $40,433 

The preliminary purchase price for BarOle and Edgmon has been allocated to assets acquired and liabilities assumed based on the Company’s best estimates and assumptions using the information available as of the acquisition date through the date of this filing. The provisional measurements of identifiable assets and liabilities, and the resulting goodwill related to these acquisitions are subject to adjustments in subsequent periods as the Company finalizes its purchase price allocation, including the third-party valuations. During the six months ended June 30, 2022, the Company recorded measurement period adjustments to the provisional amounts initially recorded for acquired property and equipment and acquired customer relationships and non-compete agreements related to the BarOle acquisition. The measurement period adjustments resulted in a $1,113 increase to acquired property and equipment and a combined $4,955 decrease to acquired customer relationships and non-compete
11

Table of Contents
Forward Air Corporation
Notes to Condensed Consolidated Financial Statements
(unaudited and in thousands, except per share data)
June 30, 2022
agreements, with a corresponding net increase to goodwill. The Company expects to finalize the valuation as soon as practicable, but no later than one year from the respective acquisition dates.

The estimated useful life of acquired intangible assets as of the acquisition date are summarized in the following table:
Estimated Useful Lives
BarOleEdgmon
Customer relationships8 years7 years
Non-compete agreements5 years5 years

5.    Goodwill and Intangible Assets

Goodwill

Changes in the carrying amount of goodwill during the six months ended June 30, 2022 are summarized as follows:

Expedited FreightIntermodalConsolidated
Balance as of December 31, 2021$169,288 $97,464 $266,752 
Acquisition 17,003 17,003 
Acquisition adjustment 3,842 3,842 
Balance as of June 30, 2022$169,288 $118,309 $287,597 

The Company’s accumulated goodwill impairment is $25,686 related to impairment charges the Company recorded during 2016 pertaining to its TLS reporting unit. The TLS reporting unit operates within the Expedited Freight reportable segment. As of June 30, 2022, approximately $208,454 of goodwill is deductible for tax purposes.

Goodwill is tested for impairment on an annual basis and more often if indications of impairment exist. The Company conducts its annual impairment analyses as of June 30 each year. The results of the Company’s goodwill impairment analyses conducted as of June 30, 2022 indicated that no reduction in the carrying amount of the goodwill was required.

12

Table of Contents
Forward Air Corporation
Notes to Condensed Consolidated Financial Statements
(unaudited and in thousands, except per share data)
June 30, 2022
Other Intangible Assets

Changes in the carrying amount of acquired intangible assets during the six months ended June 30, 2022 are summarized as follows:

Gross Carrying Amount
Customer Relationships1
Non-Compete AgreementsTrade NamesTotal
Balance as of December 31, 2021$251,377 $9,176 $1,500 $262,053 
Acquisition17,950 465  18,415 
Acquisition adjustment(4,254)(701) (4,955)
Balance as of June 30, 2022$265,073 $8,940 $1,500 $275,513 

Accumulated Amortization
Customer Relationships1
Non-Compete AgreementsTrade NamesTotal
Balance as of December 31, 2021$99,093 $6,743 $1,500 $107,336 
Amortization expense7,513 448  7,961 
Balance as of June 30, 2022$106,606 $7,191 $1,500 $115,297 
1 Carrying value as of June 30, 2022 and December 31, 2021 is inclusive of $16,501 of accumulated impairment.


6.    Stock Incentive Plans

Stock Incentive Plan

The Company recorded share-based compensation expense as follows for the three and six months ended June 30, 2022 and 2021:

Three Months EndedSix Months Ended
June 30,
2022
June 30,
2021
June 30,
2022
June 30,
2021
Salaries, wages and employee benefits - continuing operations$2,884 $2,463 $5,306 $4,732 
Salaries, wages and employee benefits - discontinued operation   16 
Total share-based compensation expense$2,884 $2,463 $5,306 $4,748 

In May 2016, the Company adopted the 2016 Omnibus Incentive Compensation Plan (the “Omnibus Plan”) for the issuance of up to 2,000 common shares to employees. As of June 30, 2022, approximately 687 shares remain available for grant under the Omnibus Plan.

Stock Options
     
Certain executives are eligible to receive grants of stock options. Stock options vest over a three-year period from the date of grant. Share-based compensation expense associated with these awards is amortized ratably over the vesting period. The Company estimates the fair value of the grants using the Black-Scholes option-pricing model.

13

Table of Contents
Forward Air Corporation
Notes to Condensed Consolidated Financial Statements
(unaudited and in thousands, except per share data)
June 30, 2022
Stock option transactions during the six months ended June 30, 2022 on a continuing operations basis were as follows:

Stock OptionsWeighted-Average Exercise Price
Outstanding as of January 1342 $58.44 
Granted64 106.13 
Exercised(3)60.42 
Forfeited(6)106.29 
Outstanding as of June 30397 $65.32 

As of June 30, 2022, the total share-based compensation expense related to unvested stock options not yet recognized was $1,931, and the weighted-average period over which it is expected to be recognized is approximately two years.

Restricted Shares

The Company’s primary long-term incentive plan is a restricted share award plan that entitles employees to receive shares of the Company’s common stock subject to vesting requirements based on continued employment. Shares granted under the restricted share award plan are restricted from sale or transfer until vesting, and the restrictions lapse in three equal installments beginning one year after the date of grant. Dividends are paid in cash on a current basis throughout the vesting period. Share-based compensation expense associated with these awards is amortized ratably over the requisite service period.

Restricted share transactions during the six months ended June 30, 2022 on a continuing operations basis were as follows:
Restricted SharesWeighted-Average Grant Date Fair Value
Outstanding as of January 1191 $69.84 
Granted78 106.11 
Vested(90)67.32 
Forfeited(17)81.91 
Outstanding as of June 30162 $87.46 

As of June 30, 2022, the total share-based compensation expense related to restricted shares not yet recognized was $11,417, and the weighted-average period over which it is expected to be recognized is approximately two years.

Performance Awards

Performance awards are based on achieving certain financial targets, such as targets for earnings before interest, taxes, depreciation and amortization, and the Company’s total shareholder return as compared to the total shareholder return of a selected peer group, as determined by the Board. Performance targets are set at the beginning of each three-year measurement period. Share-based compensation expense associated with these awards is amortized ratably over the vesting period. Depending on the financial target, the compensation expense is determined based on the projected assessment of the level of performance that will be achieved. The Company estimates the fair value of the grants with a financial target based on the Company’s total shareholder return using a Monte Carlo simulation model.

14

Table of Contents
Forward Air Corporation
Notes to Condensed Consolidated Financial Statements
(unaudited and in thousands, except per share data)
June 30, 2022
Performance award transactions during the six months ended June 30, 2022 on a continuing operations basis were as follows assuming target levels of performance:
Performance AwardsWeighted-Average Grant Date Fair Value
Outstanding as of January 179 $75.61 
Granted14 127.29 
Earned(7)63.40 
Forfeited or unearned(16)74.79 
Outstanding as of June 3070 $87.74 

As of June 30, 2022, the total share-based compensation expense related to unearned performance awards not yet recognized, assuming the Company’s current projected assessment of the level of performance that will be achieved, was $4,070, and the weighted-average period over which it is expected to be recognized is approximately two years.

Employee Stock Purchase Plan

Under the 2005 Employee Stock Purchase Plan (the “ESPP”), the Company is authorized to issue up to a remaining 318 shares of common stock to employees. These shares may be issued at a price equal to 90% of the lesser of the market value on the first day or the last day of each six-month purchase period. Common stock purchases are paid for through periodic payroll deductions and/or up to two large lump sum contributions.


Employee stock purchase plan activity and related information was as follows on a continuing operations basis:

Six Months Ended
June 30,
2022
June 30,
2021
Shares purchased by participants under the ESPP5 5 
Average purchase price$82.76 $68.76 
Weighted-average fair value of each purchase right under the ESPP granted¹$9.20 $20.99 
Share-based compensation expense for ESPP$42 $118 
¹ Equal to the discount from the market value of the common stock at the end of each six month purchase period.

Director Restricted Shares

Under the Amended and Restated Non-Employee Director Stock Plan (the “Amended Plan”), approved in May 2007 and further amended in February 2013 and January 2016, up to 360 of common shares may be issued. As of June 30, 2022, approximately 60 shares remain available for grant under the Amended Plan. Under the Amended Plan, each non-employee director receives an annual grant of restricted shares of the Company’s common stock. The restricted shares vest on the either of (a) the day immediately prior to the first annual shareholder meeting that occurs after the grant date or (b) one year after the grant date.

15

Table of Contents
Forward Air Corporation
Notes to Condensed Consolidated Financial Statements
(unaudited and in thousands, except per share data)
June 30, 2022
Director restricted share transactions during the six months ended June 30, 2022 were as follows:
Director Restricted SharesWeighted-Average Grant Date Fair Value
Outstanding as of January 115 $93.46 
Granted15 93.70 
Vested(15)93.46 
Forfeited  
Outstanding as of June 3015 $93.70 

For the three and six months ended June 30, 2022, the Company recorded $380 and $719, respectively, of share-based compensation expense associated with these grants. For the three and six months ended June 30, 2021, the Company recorded $400 and $728, respectively, of share-based compensation expense associated with these grants. As of June 30, 2022, the total share-based compensation expense related to the restricted shares not yet recognized was $1,187, and the weighted-average period over which it is expected to be recognized is approximately less than one year.


16

Table of Contents
Forward Air Corporation
Notes to Condensed Consolidated Financial Statements
(unaudited and in thousands, except per share data)
June 30, 2022
7.    Indebtedness

Long-term debt consisted of the following as of June 30, 2022 and December 31, 2021:

June 30,
2022
December 31,
2021
Credit facility, expires 2026$149,250 $157,500 
Debt issuance costs(476)(534)
148,774 156,966 
Less: Current portion of long-term debt(1,495)(1,500)
Total long-term debt, less current portion$147,279 $155,466 

In September 2017, the Company entered into a five-year senior unsecured revolving credit facility (the “Facility”) with a maximum aggregate principal amount of $150,000, with a sublimit of $30,000 for letters of credit and a sublimit of $30,000 for swing line loans. The maturity date of the Facility was September 29, 2022. In April 2020, the Company entered into the first amendment to the Facility, which increased the maximum aggregate principal amount to $225,000. The Facility could have been increased by up to $25,000 to a maximum aggregate principal amount of $250,000 pursuant to the terms of the amended credit agreement, subject to the lenders’ agreement to increase their commitments or the addition of new lenders extending such commitments. In July 2021, the Company entered into the second amendment to the Facility, which extended the maturity date to July 20, 2026 and changed the interest rate options available under the Facility. In December 2021, the Company entered into the third amendment to the Facility, which increased the amount available for borrowing under the Facility to $450,000, consisting of a $300,000 revolving line of credit and a term loan of $150,000. In connection with the third amendment, the Company borrowed $150,000 under the term loan and simultaneously repaid $150,000 on the revolving line of credit from the borrowings received. Under the third amendment, the Facility may be increased by up to $75,000 to a maximum aggregate principal amount of $525,000 pursuant to the terms of the amended credit agreement, subject to the lenders’ agreement to increase their commitments or the addition of new lenders extending such commitments. Such increases to the Facility may be in the form of additional revolving credit loans, term loans or a combination thereof, and are contingent upon there being no events of default under the Facility. As of June 30, 2022 and December 31, 2021, the Company had $279,966 and $272,466 respectively, of available borrowing capacity under the Facility.

The Facility contains covenants that, among other things, restrict the ability of the Company, without the approval of the required lenders, to engage in certain mergers, consolidations, asset sales, dividends and stock repurchases, investments, and other transactions or to incur liens or indebtedness in excess of agreed thresholds, as set forth in the credit agreement. The Company also has to fulfill financial covenants with respect to a leverage ratio and an interest coverage ratio. As of June 30, 2022, the Company was in compliance with the aforementioned covenants.

Under the amended Facility, interest accrues on the amounts outstanding under the Facility at the Company’s option, at either (1) Bloomberg Short-Term Bank Yield Index rate (the “BSBY Rate”), which cannot be less than zero, plus a margin ranging from 1.25% to 1.75% based on the Company’s leverage ratio, or (2) the base rate, which cannot be less than 2.00%. The base rate is the highest of (i) the federal funds rate, which cannot be less than zero, plus 0.50%, (ii) the administrative agent’s prime rate and (iii) the BSBY Rate, which cannot be less than zero, plus 1.00%, plus a margin ranging from 0.00% to 0.50% based on the Company’s leverage ratio. Interest is payable in arrears for each loan that is based on the BSBY rate on the last day of the interest period applicable to each loan, and interest is payable in arrears on loans not based on the BSBY rate on the last day of each quarter. The interest rate on the outstanding borrowings under the Facility was 2.14% as of June 30, 2022 and 3.25% as of June 30, 2021.

17

Table of Contents
Forward Air Corporation
Notes to Condensed Consolidated Financial Statements
(unaudited and in thousands, except per share data)
June 30, 2022
Previously, under the Facility, interest accrued on the amounts outstanding under the Facility, at the Company’s option, at either (1) London Interbank Offered Rate (“LIBOR) rate, not less than 1.00%, plus a margin ranging from 2.25% to 2.75% based on the Company’s leverage ratio, or (2) base rate, which cannot be less than 3.00%. The base rate was the highest of (i) the federal funds rate, not less than zero, plus 0.50%, (ii) the administrative agent’s prime rate and (iii) the LIBOR rate, not less than 1.00%, plus 1.00%, plus a margin ranging from 0.25% to 0.75% based on the Company’s leverage ratio. Interest was payable in arrears for each loan that was based on the LIBOR rate on the last day of the interest period applicable to each loan, and interest was payable in arrears on loans not based on the LIBOR rate on the last day of each quarter.

Letters of Credit

The Company has an arrangement under the Facility to issue letters of credit, which guarantee the Company’s obligations for potential claims exposure for insurance coverage. As of both June 30, 2022 and December 31, 2021, outstanding letters of credit totaled $20,034.

8.    Net Income (Loss) Per Share

Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during each period. Restricted shares have non-forfeitable rights to dividends and as a result, are considered participating securities for purposes of computing net income (loss) per common share pursuant to the two-class method. Diluted net income (loss) per common share assumes the exercise of outstanding stock options and the vesting of performance share awards using the treasury stock method when the effects of such assumptions are dilutive.

18

Table of Contents
Forward Air Corporation
Notes to Condensed Consolidated Financial Statements
(unaudited and in thousands, except per share data)
June 30, 2022
A reconciliation of net income (loss) attributable to Forward Air and weighted-average common shares outstanding for purposes of calculating basic and diluted net income (loss) per share during the three and six months ended June 30, 2022 and 2021 is as follows:
 Three Months EndedSix Months Ended
June 30,
2022
June 30,
2021
June 30,
2022
June 30,
2021
Numerator:  
Net income and comprehensive income from continuing operations$55,430 $30,677 $98,116 $47,391 
Net loss and comprehensive loss from discontinued operation