Annual report pursuant to Section 13 and 15(d)

Operations and Summary of Significant Accounting Policies (Tables)

v3.24.0.1
Operations and Summary of Significant Accounting Policies (Tables)
 12 Months Ended
Dec. 31, 2023
Accounting Policies [Abstract]  
Schedule of Property and Equipment
Property and equipment as of December 31, 2023 and 2022 consisted of the following:
December 31, 2023 December 31, 2022
Land $ 26,479  $ 26,479 
Buildings and improvements 94,277  94,277 
Equipment 320,557  283,526 
Leasehold improvements 24,386  16,779 
Computer software 31,063  29,511 
Construction in progress 11,518  13,902 
Total property and equipment 508,280  464,474 
Less accumulated depreciation and amortization 250,185  218,145 
Total property and equipment, net $ 258,095  $ 246,329 
Schedule of Goodwill
Changes in the carrying amount of goodwill during the years ended December 31, 2023, 2022 and 2021 are summarized as follows:
Expedited Freight Intermodal Consolidated
Balance as of December 31, 2021 $ 121,091  $ 97,464  $ 218,555 
Acquisitions —  34,754  34,754 
Acquisition adjustment —  4,678  4,678 
Balance as of December 31, 2022 $ 121,091  $ 136,896  $ 257,987 
Acquisition 20,629  —  20,629 
Acquisition adjustment —  90  90 
Balance as of December 31, 2023 $ 141,720  $ 136,986  $ 278,706 
Schedule of 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 14 years
Non-compete agreements 5 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
Edgmon Land Air
Customer relationships 9 years 15 years
Non-compete agreements 5 years —
Schedule of Finite-lived Intangible Assets Amortization Expense
Changes in the carrying amount of acquired intangible assets during 2023 and 2022 are summarized as follows:

Gross Carrying Amount
Customer Relationships1
Non-Compete Agreements Trade Names Total
Balance as of December 31, 2021 $ 202,176  $ 6,826  $ 1,500  $ 210,502 
Acquisitions 21,655  272  —  21,927 
Acquisition adjustment (5,162) (692) —  (5,854)
Balance as of December 31, 2022 $ 218,669  $ 6,406  $ 1,500  $ 226,575 
Acquisition 35,200  —  —  35,200 
Acquisition adjustment 45  1  —  46 
Balance as of December 31, 2023 $ 253,914  $ 6,407  $ 1,500  $ 261,821 
Accumulated Amortization
Customer Relationships Non-Compete Agreements Trade Names Total
Balance as of December 31, 2021 $ 91,713  $ 5,567  $ 1,500  $ 98,780 
Amortization expense 11,891  322  —  12,213 
Balance as of December 31, 2022 $ 103,604  $ 5,889  $ 1,500  $ 110,993 
Amortization expense 15,389  650  —  16,039 
Balance as of December 31, 2023 $ 118,993  $ 6,539  $ 1,500  $ 127,032 
1 Carrying value as of December 31, 2023, 2022 and 2021 is inclusive of $16,501 of accumulated impairment.
Schedule of Accrued Expenses
Accrued expenses as of December 31, 2023 and 2022 consisted of the following:
December 31, 2023 December 31, 2022
Accrued payroll and related items $ 15,267  $ 21,919 
Insurance and claims accruals 19,566  19,167 
Payables to Leased Capacity Providers 10,663  8,832 
Accrued interest payable1
17,452  — 
Accrued expenses $ 62,948  $ 49,918 
¹ Amounts held in escrow by the VIEs.
Schedule of Other Current Liabilities
Other current liabilities as of December 31, 2023 and 2022 consisted of the following:

December 31, 2023 December 31, 2022
Income taxes payable $ 31,190  $ — 
Accrued legal and professional fees 34,721  1,294 
Other 5,816  2,650 
Other current liabilities $ 71,727  $ 3,944 
Schedule of 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 (in thousands):
Company
Risk Retention		 Frequency Layer Policy Term
Expedited Freight
LTL business $ 5,000  Occurrence/Accident¹
$0 to $5,000
 10/1/2023 to 10/1/2024
Truckload business $ 5,000  Occurrence/Accident¹
$0 to $5,000
 10/1/2023 to 10/1/2024
LTL, Truckload and Intermodal businesses $ 5,000  Policy Term Aggregate²
$5,000 to $10,000
 10/1/2023 to 10/1/2024
Intermodal $ 1,000  Occurrence/Accident¹
$0 to $1,000
 10/1/2023 to 10/1/2024
¹ For each and every accident/incident, the Company is responsible for damages and defense up to these amounts, regardless of the number of claims associated with any accident/incident.
² 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 contribute.
Schedule of Net Income (Loss) per Share
A reconciliation of net income 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, 2023, 2022 and 2021 is as follows:
 
2023 2022 2021
Numerator:
Net income and comprehensive income from continuing operations $ 42,803  $ 179,414  $ 106,879 
Net income and comprehensive income from discontinued operations 124,548  13,777  (1,020)
Net income attributable to Forward Air $ 167,351  $ 193,191  $ 105,859 
Income allocated to participating securities from continuing operations (220) (993) (737)
Income allocated to participating securities from discontinued operations (639) (77) — 
Income allocated to participating securities (859) (1,070) (737)
Numerator for basic and diluted net income per share for continuing operations $ 42,583  $ 178,421  $ 106,142 
Numerator for basic and diluted net (loss) income per share for discontinued operations $ 123,909  $ 13,700  $ (1,020)
Denominator:
Denominator for basic net income per share - weighted-average number of common shares outstanding 25,913  26,783  27,155 
Dilutive stock options and performance share awards 90  143  137 
Denominator for diluted net income per share - weighted-average number of common shares and common share equivalents outstanding 26,003  26,926  27,292 
Basic net income (loss) per share:
    Continuing operations $ 1.64  $ 6.66  $ 3.91 
    Discontinued operations 4.78  0.51  (0.04)
Net income per basic share $ 6.42  $ 7.17  $ 3.87 
Diluted net income (loss) per share:
    Continuing operations $ 1.64  $ 6.63  $ 3.89 
    Discontinued operations 4.77  0.51  (0.04)
Net income per diluted share1
$ 6.40  $ 7.14  $ 3.85 
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, 2023, 2022 and 2021 are as follows:
2023 2022 2021
Anti-dilutive stock options 112  57  — 
Anti-dilutive performance shares 18  13  — 
Anti-dilutive restricted shares and deferred stock units 67  2  — 
Total anti-dilutive shares 197  72  —