Annual report pursuant to Section 13 and 15(d)

Operations and Summary of Significant Accounting Policies (Tables)

v3.22.0.1
Operations and Summary of Significant Accounting Policies (Tables)
 12 Months Ended
Dec. 31, 2021
Accounting Policies [Abstract]  
Property and Equipment
Property and equipment as of December 31, 2021 and 2020 consisted of the following:
December 31,
2021		 December 31,
2020
Land $ 26,479  $ 26,365 
Buildings and improvements 67,269  65,923 
Equipment 259,030  246,949 
Leasehold improvements 13,780  13,747 
Computer software 26,333  23,480 
Construction in progress 27,071  4,055 
Total property and equipment 419,962  380,519 
Less accumulated depreciation and amortization 200,867  190,652 
Total property and equipment, net $ 219,095  $ 189,867 
Schedule of Goodwill
Changes in the carrying amount of goodwill during the years ended December 31, 2021, 2020 and 2019 are summarized as follows:
Expedited Freight Intermodal Consolidated
Balance as of December 31, 2019 $ 137,034  $ 78,665  $ 215,699 
Acquisitions 28,234  1,049  29,283 
Balance as of December 31, 2020 $ 165,268  $ 79,714  $ 244,982 
Acquisitions 4,020  17,750  21,770 
Balance as of December 31, 2021 $ 169,288  $ 97,464  $ 266,752 
Weighted-Average Useful Life of Acquired Intangible Assets The acquired intangible assets have a weighted-average useful life as follows:
Intangible Assets Weighted-Average Useful Life
Customer relationships 15 years
Non-compete agreements 4 years
Trade names 4 years
The estimated useful life of acquired intangible assets as of the acquisition date are summarized in the following table:
Estimated Useful Lives
FSA O.S.T. Linn Star CLW Proficient Transport J&P BarOle
Customer relationships 15 years 10 years 15 years 7 years 8 years 12 years 8 years
Non-compete agreements 5 years 3 years 1 year 5 years 1 year 5 years 5 years
Finite-lived Intangible Assets Amortization Expense
Changes in the carrying amount of acquired intangible assets during 2021 and 2020 are summarized as follows:

Gross Carrying Amount
Customer Relationships1
Non-Compete Agreements Trade Names Total
Balance as of December 31, 2019 $ 196,225  $ 6,652  $ 1,500  $ 204,377 
Acquisitions 32,191  1,473  —  33,664 
Balance as of December 31, 2020 $ 228,416  $ 8,125  $ 1,500  $ 238,041 
Acquisitions 22,961  1,051  —  24,012 
Balance as of December 31, 2021 $ 251,377  $ 9,176  $ 1,500  $ 262,053 


Accumulated Amortization
Customer Relationships1
Non-Compete Agreements Trade Names Total
Balance as of December 31, 2019 $ 73,868  $ 4,152  $ 1,500  $ 79,520 
Amortization expense 12,062  1,427  —  13,489 
Balance as of December 31, 2020 $ 85,930  $ 5,579  $ 1,500  $ 93,009 
Amortization expense 13,164  1,164  —  14,328 
Balance as of December 31, 2021 $ 99,094  $ 6,743  $ 1,500  $ 107,337 
1 Carrying value as of December 31, 2021 and 2020 is inclusive of $16,501 of accumulated impairment.
Schedule of Accrued Liabilities Accrued expenses as of December 31, 2021 and 2020 consisted of the following:
December 31,
2021		 December 31,
2020
Accrued payroll and related items $ 29,364  $ 18,545 
Insurance and claims accruals 21,172  17,994 
Payables to leased capacity providers 11,085  14,725 
Accrued expenses $ 61,621  $ 51,264 
Self-Insurance Loss Reserves Below is a summary of the Company’s risk retention on vehicle liability insurance coverage maintained by the Company through $10,000:
Company
Risk Retention		 Frequency Layer Policy Term
Expedited Freight¹
LTL business $ 3,000  Occurrence/Accident²
$0 to $3,000
 10/1/2021 to 10/1/2022
Truckload business $ 2,000  Occurrence/Accident²
$0 to $2,000
 10/1/2021 to 10/1/2022
LTL business $ 6,000  Policy Term Aggregate³
$3,000 to $5,000
 10/1/2021 to 10/1/2022
LTL, Truckload and Intermodal businesses $ 2,500  Policy Term Aggregate³
$5,000 to $10,000
 10/1/2021 to 10/1/2022
Intermodal $ 1,000  Occurrence/Accident²
$0 to $1,000
 10/1/2021 to 10/1/2022
¹ Excluding the Final Mile business, which is primarily a brokered service.
² For each and every accident, the Company is responsible for damages and defense up to these amounts, regardless of the number of claims associated with any accident.
³ During the Policy Term, the Company is responsible for damages and defense within the stated Layer up to the stated, aggregate amount of Company Risk Retention before insurance will respond.
Net Income (Loss) per Share 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 years ended December 31, 2021, 2020 and 2019 is as follows: 
2021 2020 2019
Numerator:
Net income and comprehensive income from continuing operations $ 116,091  $ 52,767  $ 82,322 
Net (loss) income and comprehensive (loss) income from discontinued operation (10,232) (29,034) 4,777 
Net income attributable to Forward Air $ 105,859  $ 23,733  $ 87,099 
Income allocated to participating securities from continuing operations (807) (385) (945)
Loss allocated to participating securities from discontinued operation 70  —  — 
Income allocated to participating securities (737) (385) (945)
Numerator for basic and diluted net income per share for continuing operations $ 115,284  $ 52,382  $ 81,377 
Numerator for basic and diluted net (loss) income per share for discontinued operation $ (10,162) $ (29,034) $ 4,777 
Denominator:
Denominator for basic net income per share - weighted-average number of common shares outstanding 27,155  27,631  28,195 
Dilutive stock options and performance share awards 137  66  113 
Denominator for diluted net income per share - weighted-average number of common shares and common share equivalents outstanding 27,292  27,697  28,308 
Basic net income (loss) per share:
    Continuing operations $ 4.25  $ 1.90  $ 2.89 
    Discontinued operation (0.37) (1.05) 0.17 
Net income per share1
$ 3.87  $ 0.84  $ 3.06 
Diluted net income (loss) per share:
    Continuing operations $ 4.22  $ 1.89  $ 2.87 
    Discontinued operation (0.37) (1.05) 0.17 
Net income per share $ 3.85  $ 0.84  $ 3.04 
1 Rounding may impact summation of amounts.
Schedule of Anti-Dilutive Shares Not Included in Calculation of Net Income per Diluted Share
The number of shares that were not included in the calculation of net income (loss) per diluted share because to do so would have been anti-dilutive for the years ended December 31, 2021, 2020 and 2019 are as follows:
2021 2020 2019
Anti-dilutive stock options —  206  183 
Anti-dilutive performance shares —  15  — 
Anti-dilutive restricted shares and deferred stock units —  3  — 
Total anti-dilutive shares —  224  183