13 unchanged sentences
Ernst & Young LLP, the independent registered public accounting firm that audited the Company’s consolidated financial statements for the year ended December 31, 2021, has issued an attestation report on the Company’s internal control over financial reporting.
−Removed: T able of Contents
Changes in Internal Control over Financial Reporting
−Removed: T able of Contents
Report of Independent Registered Public Accounting Firm
3 unchanged sentences
In our opinion, Forward Air Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on the COSO criteria.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets as of December 31, 2020 and 2019, the related consolidated statements of comprehensive income, shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “financial statements”) and our report dated February 26, 2021 expressed an unqualified opinion thereon.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets as of December 31, 2021 and 2020, the related consolidated statements of comprehensive income, shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2021, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “financial statements”) and our report date d March 1, 2022 expressed an unqualified opinion thereon.
Basis for Opinion
15 unchanged sentences
/s/ Ernst & Young LLP
−Removed: Atlanta, Georgia
−Removed: February 26, 2021
−Removed: T able of Contents
+Added: March 1, 2022
Other Information
Not applicable.
+Added: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
+Added: Not applicable
Directors, Executive Officers and Corporate Governance
18 unchanged sentences
The response to this portion of Item 15 is submitted as a separate section of this report.
−Removed: T able of Contents
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Forward Air Corporation
−Removed: February 26, 2021 By:
−Removed: /s/ Michael J.
+Added: March 1, 2022 By:
+Added: /s/ Rebecca J.
Chief Financial Officer and Treasurer
(Principal Financial Officer and Duly Authorized Officer)
−Removed: T able of Contents
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
−Removed: /s/ Thomas Schmitt Chairman, President and Chief Executive Officer February 26, 2021
+Added: /s/ Thomas Schmitt Chairman, President and Chief Executive Officer March 1, 2022
Thomas Schmitt (Principal Executive Officer)
−Removed: /s/ Michael J.
−Removed: Morris Chief Financial Officer and Treasurer February 26, 2021
−Removed: Morris (Principal Financial Officer)
−Removed: Craig Carlock Lead Director February 26, 2021
+Added: /s/ Rebecca J.
+Added: Garbrick Chief Financial Officer and Treasurer March 1, 2022
+Added: Garbrick (Principal Financial Officer)
+Added: Craig Carlock Lead Director March 1, 2022
Craig Carlock
/s/ Ronald W.
−Removed: Allen Director February 26, 2021
−Removed: Amicarella Director February 26, 2021
+Added: Allen Director March 1, 2022
+Added: Amicarella Director March 1, 2022
/s/ Valerie A.
−Removed: Bonebrake Director February 26, 2021
−Removed: Robert Campbell Director February 26, 2021
+Added: Bonebrake Director March 1, 2022
+Added: Robert Campbell Director March 1, 2022
Robert Campbell
−Removed: John Langley, Jr.
−Removed: Director February 26, 2021
−Removed: John Langley, Jr.
−Removed: Michael Lynch Director February 26, 2021
+Added: /s/ George Mayes Director March 1, 2022
+Added: Michael Lynch Director March 1, 2022
Michael Lynch
/s/ Laurie A.
−Removed: Tucker Director February 26, 2021
−Removed: Gilbert West Director February 26, 2021
−Removed: T able of Contents
+Added: Tucker Director March 1, 2022
+Added: /s/ Chitra Nayak Director March 1, 2022
+Added: /s/ Scott Niswonger Director March 1, 2022
+Added: Scott Niswonger
+Added: /s/ Javier Polit Director March 1, 2022
+Added: /s/ Richard Roberts Director March 1, 2022
+Added: Richard Roberts
Annual Report on Form 10-K
7 unchanged sentences
Greeneville, Tennessee
−Removed: T able of Contents
Forward Air Corporation
2 unchanged sentences
The following consolidated financial statements of Forward Air Corporation are included as a separate section of this report:
−Removed: Report of Ernst & Young LLP, Independent Registered Public Accounting Firm
+Added: Report of Ernst & Young LLP, Independent Registered Public Accounting Firm (PCAOB ID:
Consolidated Balance Sheets — December 31, 2021 and 2020
6 unchanged sentences
All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and, therefore, have been omitted.
−Removed: T able of Contents
Report of Independent Registered Public Accounting Firm
4 unchanged sentences
generally accepted accounting principles.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), Forward Air Corporation’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 26, 2021 expressed an unqualified opinion thereon.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 1, 2022 expressed an unqualified opinion thereon.
Basis for Opinion
9 unchanged sentences
We believe that our audits provide a reasonable basis for our opinion.
−Removed: Critical Audit Matters
−Removed: The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:
−Removed: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.
−Removed: The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
+Added: Critical Audit Matter
+Added: The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:
+Added: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.
+Added: The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Self-Insurance Loss Reserves
4 unchanged sentences
The Company utilizes actuarial analyses to evaluate open claims and estimate the ongoing development exposure.
−Removed: The most significant assumptions used in the estimation process include determining the trend in loss costs, the expected consistency in the frequency and severity of claims incurred but not yet reported, changes in the timing of the reporting of losses from the loss date to the notification date, and the expected costs to settle unpaid claims.
−Removed: T able of Contents
+Added: The most significant assumptions used in the estimation process include determining the trend in loss costs, the severity of claims, and the expected costs to settle unpaid claims.
How We Addressed the Matter in Our Audit We tested internal controls over management’s review of the completeness and accuracy of data inputs used in the actuarial analysis and review of the actuarial assumptions and reserve calculations.
3 unchanged sentences
We involved actuarial specialists to assist in our evaluation of the actuarial methodologies used as well as to independently calculate a range of reserve estimates for comparison to the recorded reserves.
−Removed: Accounting for Acquisitions
−Removed: Description of the Matter During 2020, the Company acquired certain net assets of Linn Star Holdings, Inc., Linn Star Transfer, Inc.
−Removed: and Linn Star Logistics, LLC (collectively, “Linn Star”) for total net consideration of $57.2 million, as disclosed in Note 3 to the consolidated financial statements.
−Removed: This transaction was accounted for as a business combination.
−Removed: Auditing the Company's accounting for its business combination was complex due to the significant judgment required by management to determine the fair value of the acquired assets and liabilities, especially the customer relationship intangible assets of $29.8 million.
−Removed: The significant estimation was primarily due to the complexity of the valuation models used by management to measure the fair value of the customer-related intangible assets and the sensitivity of the respective fair values to changes in the significant underlying assumptions.
−Removed: The Company used a discounted cash flow model to measure the customer-related intangible assets.
−Removed: The significant assumptions used to estimate the value of the intangible assets included discount rates and certain assumptions that form the basis of the forecasted results (e.g., revenue growth rates, operating profit margin and customer attrition rates).
−Removed: These significant assumptions are forward looking and could be affected by future economic and market conditions.
−Removed: How We Addressed the Matter in Our Audit We tested internal controls over management’s review of the recognition and measurement of consideration transferred and customer-related intangible assets acquired, including management’s review over the valuation models and underlying assumptions used to develop such estimates.
−Removed: To test the estimated fair value of the customer-related intangible assets, our audit procedures included, among others, evaluating the Company's use of the income approach (the excess earnings method) and testing the significant assumptions described above, including the completeness and accuracy of the underlying data.
−Removed: We compared the significant assumptions to current industry, market and economic trends, assumptions used to value similar assets in other acquisitions, historical results of the acquired business, and other guidelines used by companies within the same industry.
−Removed: We involved valuation specialists to assist in our evaluation of certain of the significant assumptions described above.
−Removed: Valuation of Assets Classified as Held for Sale
−Removed: Description of the Matter During 2020, the Company approved a strategy to divest its Pool business within the next year.
−Removed: As described in Note 2 to the consolidated financial statements, the financial statements reflect the Pool business as assets held for sale for all periods presented.
−Removed: Due to the decision to divest the Pool business, the Company measured the net assets of the Pool business at the lower of fair value less costs to sell or carrying value each reporting period.
−Removed: In conjunction with this assessment, the Company recorded an impairment charge of $28.4 million for the year ended December 31, 2020 to reduce the carrying value to the estimated fair value less cost to sell.
−Removed: Auditing the Company’s fair value less cost to sell of the Pool business was complex due to the significant judgment required by management to determine the fair value of the Pool business.
−Removed: Fair value is estimated by management based on an income approach using a discounted cash flow model as well as a market-based approach.
−Removed: Fair value estimated by these methods is sensitive to significant assumptions such as the amount and timing of discounted future cash flows, perpetual growth rates, the use of comparable market multiples of various financial measures affected by expected future market or economic conditions, including increased uncertainty due to the effects of COVID-19.
−Removed: T able of Contents
−Removed: How We Addressed the Matter in Our Audit We tested internal controls over management’s review of the valuation methods, as well as the significant inputs and assumptions discussed above used in determining the fair value of the Pool business.
−Removed: To test the estimated fair value of the Pool business, our audit procedures included, among others, assessing the methodologies used and testing the significant assumptions discussed above, including the completeness and accuracy of the underlying data used by the Company.
−Removed: We compared the significant assumptions to current industry, market and economic trends and historical financial results.
−Removed: We performed sensitivity analyses of significant assumptions to evaluate the change in the fair value resulting from changes in the inputs and assumptions.
−Removed: We also assessed the historical accuracy of management’s projections.
−Removed: In addition, we involved valuation specialists to assist in our evaluation of certain of the significant assumptions described above.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 1991
−Removed: February 26, 2021
−Removed: T able of Contents
+Added: March 1, 2022
Forward Air Corporation
5 unchanged sentences
Accounts receivable, less allowance of $ 3,260 in 2021 and $ 2,273 in 2020
+Added: 208,085 156,490
+Added: Other receivables 8,097 —
Prepaid expenses 22,283 21,410
2 unchanged sentences
Total current assets 282,807 245,896
−Removed: Property and equipment:
−Removed: Land 26,365 16,928
−Removed: Buildings 65,923 65,919
−Removed: Equipment 270,429 276,000
−Removed: Leasehold improvements 13,747 12,879
−Removed: Construction in progress 4,055 1,845
−Removed: Total property and equipment 380,519 373,571
−Removed: Less accumulated depreciation and amortization 190,652 180,815
−Removed: Net property and equipment 189,867 192,756
+Added: Property and equipment, net 219,095 189,867
Operating lease right-of-use assets 148,198 123,338
1 unchanged sentence
Other acquired intangibles, net of accumulated amortization of $ 107,337 in 2021 and $ 93,009 in 2020
+Added: 154,717 145,032
Other assets 46,254 45,181
1 unchanged sentence
Total assets $ 1,117,823 $ 1,047,393
−Removed: The accompanying notes are an integral part of the consolidated financial statements.
−Removed: T able of Contents
−Removed: Forward Air Corporation
−Removed: Consolidated Balance Sheets (Continued)
−Removed: (In thousands, except share data)
−Removed: 2020 December 31,
Liabilities and Shareholders’ Equity
1 unchanged sentence
Accounts payable $ 44,837 $ 38,371
−Removed: Accrued payroll and related items 18,545 13,176
−Removed: Insurance and claims accruals 17,994 14,329
−Removed: Payables to leased capacity providers 14,725 13,649
+Added: Accrued expenses 61,621 51,264
Other current liabilities 4,614 10,580
−Removed: Current portion of finance lease obligations 1,801 1,421
+Added: Current portion of debt and finance lease obligations 6,088 1,801
Current portion of operating lease liabilities 47,532 43,680
20 unchanged sentences
The accompanying notes are an integral part of the consolidated financial statements.
−Removed: T able of Contents
Forward Air Corporation
36 unchanged sentences
The accompanying notes are an integral part of the consolidated financial statements.
−Removed: T able of Contents
Forward Air Corporation
18 unchanged sentences
Stock options exercised 89 1 4,236 — 4,237
−Removed: Other — — ( 1 ) ( 1 ) ( 2 )
Common stock issued under employee stock purchase plan 15 — 664 — 664
15 unchanged sentences
The accompanying notes are an integral part of the consolidated financial statements.
−Removed: T able of Contents
Forward Air Corporation
10 unchanged sentences
Provision for revenue adjustments 7,943 4,751 3,339
−Removed: Deferred income tax provision 772 7,089 7,590
+Added: Deferred income tax expense 1,421 772 7,089
Other 1,076 587 1,497
1 unchanged sentence
Accounts receivable ( 52,684 ) ( 25,739 ) 653
+Added: Other receivables ( 8,097 ) — —
Prepaid expenses, other current assets and other assets ( 8,002 ) ( 9,424 ) ( 4,662 )
5 unchanged sentences
Purchase of businesses, net of cash acquired ( 59,866 ) ( 63,651 ) ( 39,000 )
−Removed: Other — — 357
Net cash used in investing activities of continuing operations ( 96,332 ) ( 81,506 ) ( 58,346 )
Financing activities:
+Added: Proceeds from revolving credit facility 195,000 65,000 20,000
+Added: Payments on revolving credit facility ( 150,000 ) ( 20,000 ) —
Repayments of finance lease obligations ( 2,423 ) ( 1,446 ) ( 946 )
−Removed: Repayments of senior credit facility ( 20,000 ) — —
−Removed: Proceeds from senior credit facility 65,000 20,000 7,000
+Added: Payment of debt issuance costs ( 482 ) — —
Proceeds from issuance of common stock upon stock option exercises 3,706 4,237 4,050
Payment of earn-out liability ( 6,519 ) ( 5,284 ) —
−Removed: Payments of dividends to stockholders ( 20,869 ) ( 20,494 ) ( 18,427 )
+Added: Payments of dividends to shareholders ( 22,976 ) ( 20,869 ) ( 20,494 )
Repurchases and retirement of common stock ( 48,989 ) ( 45,248 ) ( 56,204 )
−Removed: Common stock issued under employee stock purchase plan 664 614 479
+Added: Proceeds from common stock issued under employee stock purchase plan 911 664 614
Payment of minimum tax withholdings on share-based awards ( 3,115 ) ( 3,508 ) ( 3,032 )
−Removed: (Distributions to) contributions from subsidiary held for sale ( 12,640 ) 7,924 6,914
+Added: Contributions from (distributions to) subsidiary held for sale 3,385 ( 12,640 ) 7,924
Net cash used in financing activities of continuing operations ( 31,502 ) ( 39,094 ) ( 48,088 )
2 unchanged sentences
Net cash (used in) provided by operating activities of discontinued operation ( 4,635 ) ( 11,439 ) 13,472
−Removed: Net cash used in investing activities of discontinued operation ( 1,201 ) ( 5,548 ) ( 3,238 )
−Removed: Net cash provided by (used in) financing activities of discontinued operation 12,640 ( 7,924 ) ( 6,914 )
+Added: Net cash provided by (used in) investing activities of discontinued operation 8,020 ( 1,201 ) ( 5,548 )
+Added: Net cash (used in) provided by financing activities of discontinued operation ( 3,385 ) 12,640 ( 7,924 )
(Decrease) increase in cash and cash equivalents ( 2,938 ) ( 24,495 ) 39,092
11 unchanged sentences
Basis of Presentation and Principles of Consolidation
−Removed: Forward Air Corporation (“Forward Air” or the “Company”) is a leading asset-light freight and logistics company.
+Added: 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.
−Removed: The Company conducts business in the United States (“U.S.”) and Canada.
−Removed: The Expedited Freight segment operates a comprehensive national network providing expedited regional, inter-regional and national LTL services.
−Removed: Expedited Freight offers customers local pick-up and delivery and other services including final mile, truckload, shipment consolidation and deconsolidation, warehousing, customs brokerage and other handling.
+Added: The Company conducts business in the United States and Canada.
+Added: The Expedited Freight segment provides expedited regional, inter-regional and national less-than-truckload (“LTL ” ), truckload and final mile services.
+Added: 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.
2 unchanged sentences
Intercompany accounts and transactions have been eliminated in consolidation.
−Removed: On April 23, 2020, the Board of Director’s (the “Board”) of the Company approved a strategy to divest of the Pool Distribution (“Pool”) business within the next year.
−Removed: Prior to the decision to divest of Pool, the Company had three reportable segments:
−Removed: Expedited Freight, Intermodal and Pool.
−Removed: As a result of the strategy to divest of Pool, the results of operations for Pool are presented as a discontinued operation on the Consolidated Statements of Comprehensive Income, and assets and liabilities are reflected as “Assets and liabilities held for sale” on the Consolidated Balance Sheets for all periods presented.
−Removed: Amounts for all periods discussed below reflect the results of operations, financial condition and cash flows from the Company’s continuing operations, unless otherwise noted.
+Added: On April 23, 2020, the Board of Directors (the “Board ”) of the Company approved a strategy to divest of the Pool Distribution business (“Pool ” ), and the sale of Pool was completed on February 12, 2021.
+Added: Pool provided high-frequency handling and distribution of time sensitive products to numerous destinations within a specific geographic region.
+Added: As a result of the strategy to divest of Pool, the results of operations for Pool are presented as a discontinued operation in the Consolidated Statements of Comprehensive Income for all periods presented.
+Added: In addition, assets and liabilities were reflected as “Assets and liabilities held for sale ” in the Consolidated Balance Sheets for the prior period.
+Added: Unless otherwise noted, amounts, percentages and discussion for all periods reflect the results of operations, financial condition and cash flows from the Company’s continuing operations.
Refer to Note 2, Discontinued Operation and Held for Sale, for further discussion.
1 unchanged sentence
The preparation of the consolidated financial statements in conformity with U.S.
−Removed: principles generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and expenses during the reporting period.
+Added: generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and expenses during the reporting period.
Actual results could differ from those estimates.
+Added: Certain prior period amounts have been reclassified to conform to the current period presentation.
Cash and Cash Equivalents
Cash as of December 31, 2021 and 2020 of $ 22,308 and $ 25,246 , respectively, consisted of cash on hand and bank deposits.
+Added: Cash equivalents as of both December 31, 2021 and 2020 of $ 15,008 consisted of money market deposits.
The Company considers all investments with an original maturity of three months or less to be cash and cash equivalents.
−Removed: Cash equivalents as of December 31, 2020 of $ 15,008 consisted of money market deposits.
Allowance for Doubtful Accounts and Revenue Adjustments
The Company has a broad range of customers, including freight forwarders, third-party logistics (“3PL”) companies, passenger and cargo airlines, steamship lines, and retailers, located across a diverse geography.
−Removed: In circumstances in which the Company is aware of a specific customer’s inability to meet its financial obligations to the Company (for example, bankruptcy filings, accounts turned over for collection, or litigation), the Company records a specific reserve for these bad debts against amounts due, in order to reduce the net recognized receivable to the amount the Company reasonably believes will be collected.
+Added: In circumstances in which the Company is aware of a specific customer’s inability to meet its financial obligations to the Company, the Company records a specific reserve in order to reduce the net recognized accounts receivable to the amount the Company reasonably believes will be collected.
For all other customers, the Company recognizes a general reserve based on a percentage of revenue to ensure accounts receivables are properly recorded at the net amount expected to be collected.
−Removed: Management evaluates the collectability of its accounts receivables at least quarterly and sets the reserve based on historical and current collection history and reasonable and supportable forecasts about any expected changes to our collection experience in the future due to changing economic conditions.
−Removed: If circumstances change (i.e., the Company experiences higher than expected defaults or an unexpected material adverse change in a customer’s ability to meet its financial obligations to the Company), the estimates of the recoverability of
+Added: The Company sets the general reserve based on historical collection experience combined with forecasts about any expected changes to the collection experience.
+Added: If circumstances change, expected recoverability of amounts due to the Company may change by a material amount.
+Added: Accounts are written off after all means of collection, including legal action, have been exhausted.
FORWARD AIR CORPORATION
2 unchanged sentences
(In thousands, except per share data)
−Removed: amounts due to the Company could be changed by a material amount.
−Removed: Accounts are written off after all means of collection, including legal action, have been exhausted.
−Removed: The Company records an allowance for revenue adjustments resulting from future billing rate changes.
−Removed: The adjustments arise:
+Added: The Company records an allowance for revenue adjustments as result of future billing rate changes.
+Added: Adjustments arise:
(a) when small rate changes (“spot quotes”) are granted to customers that differ from the standard rates in the billing system;
2 unchanged sentences
and (4) when data entry errors occur.
−Removed: The Company monitors the manual revenue adjustments closely through the employment of various controls that are in place to ensure that revenue recognition is not compromised.
−Removed: During 2020, average revenue adjustments per month were approximately $ 396 on average revenue per month of approximately $ 105,798 ( 0.4 % of monthly revenue).
+Added: In 2021, average revenue adjustments per month were approximately $ 662 on average revenue per month of approximately $ 138,536 ( 0.5 % of monthly revenue).
The Company estimates an allowance for revenue adjustments based on historical experience, trends and current information.
−Removed: More specifically, the Company considers the average monthly revenue adjustments as well as the average lag for identifying and quantifying the revenue adjustments.
−Removed: The average amount of revenue adjustments per month can vary in relation to the level of revenue or based on other factors (such as personnel issues that could result in excessive manual errors or in excessive spot quotes being granted).
+Added: The average amount of revenue adjustments per month can vary in relation to the level of revenue or as a result of other factors.
Both the average monthly revenue adjustments and the average lag assumptions are continually evaluated for appropriateness.
5 unchanged sentences
Property and equipment are recorded at cost, less accumulated depreciation and amortization.
−Removed: Depreciation is provided on a straight-line basis over the estimated useful lives, which are reviewed periodically and have the following ranges:
−Removed: Buildings 30-40 years
−Removed: Equipment 3-10 years
−Removed: Leasehold improvements Lesser of Useful Life or Initial Lease Term
+Added: Depreciation is provided on a straight-line basis over the estimated useful lives of 30 to 40 years for building and improvements, three to ten years for equipment, the lesser of the estimated useful life or the initial lease term for leasehold improvements and five years for computer software.
Land is not depreciated and construction in progress is not depreciated until ready for service.
−Removed: Depreciation is not recorded during the period in which a long-lived asset or disposal group is classified as held for sale.
Expenditures for maintenance and repairs are charged to expense as incurred.
−Removed: Software Development
−Removed: The Company incurs costs related to internally developed software or software acquired for internal use.
−Removed: Depending on the applicable stage of the software development, costs may be capitalized or expensed as incurred.
−Removed: Capitalized costs are amortized on a straight-line basis over the five-year estimated useful life.
−Removed: As of December 31, 2020, capitalized software costs and accumulated amortization were $ 23,480 and $ 16,025 , respectively, and as of December 31, 2019, capitalized software costs and accumulated amortization were $ 21,536 and $ 14,133 , respectively.
−Removed: Capitalized software costs, net of accumulated amortization was recorded in "Property and equipment" on the Consolidated Balance Sheets.
−Removed: Software development cost a mortization was $ 2,053 , $ 1,714 and $ 1,779 for the years ended December 31, 2020, 2019 and 2018, respectively.
−Removed: The Company estimates amortization of existing software development costs will be $ 1,988 for 2021, $ 1,749 for 2022, $ 1,472 for 2023, $ 1,124 for 2024 and $ 507 for 2025.
−Removed: The Company evaluates goodwill for impairment annually, as of June 30, or more frequently when an event occurs or circumstances change that indicate the carrying value may not be recoverable.
−Removed: In order to test for impairment, the Company compares the estimated fair value of the reporting unit to its carrying value, including goodwill.
−Removed: If the estimated fair value of the reporting unit is lower than its carrying value, the goodwill is adjusted by the amount by which the carrying value exceeds the estimated fair value, limited to the amount of goodwill.
−Removed: The Company has the option to perform a qualitative assessment of
+Added: For internally developed software, all costs incurred during planning and evaluation are expensed.
+Added: Costs incurred during the application development stage are capitalized and included in property and equipment.
+Added: Capitalized software also includes software acquired for internal use.
+Added: Property and equipment as of December 31, 2021 and 2020 consisted of the following:
+Added: 2021 December 31,
+Added: Land $ 26,479 $ 26,365
+Added: Buildings and improvements 67,269 65,923
+Added: Equipment 259,030 246,949
+Added: Leasehold improvements 13,780 13,747
+Added: Computer software 26,333 23,480
+Added: Construction in progress 27,071 4,055
+Added: Total property and equipment 419,962 380,519
+Added: Less accumulated depreciation and amortization 200,867 190,652
+Added: Total property and equipment, net $ 219,095 $ 189,867
+Added: As of December 31, 2021 and 2020, the net book value of computer software included in property and equipment, net was $ 8,140 and $ 7,455 , respectively.
+Added: For the years ended December 31, 2021, 2020 and 2019, amortization expense of computer software was $ 2,394 , $ 2,053 and $ 1,714 , respectively.
+Added: Cloud Computing Costs
+Added: The Company capitalizes the costs of incurred during the implementation stage for cloud computing or hosting arrangements.
+Added: Costs incurred in the preliminary project stage and post-implementation stage, which includes maintenance and training costs, are expensed as incurred.
+Added: Capitalized software costs are amortized over the straight-line method over three to five years and are recorded in “Prepaid expenses” in the Consolidated Balance Sheets.
FORWARD AIR CORPORATION
2 unchanged sentences
(In thousands, except per share data)
−Removed: goodwill in order to determine whether it is more likely than not the estimated fair value of the reporting unit is less than the carrying value, including goodwill.
+Added: Goodwill, Intangible Assets and Other Long-Lived Assets
+Added: The Company tests goodwill for impairment, at the reporting unit level, annually and when events or circumstances indicate that fair value of a reporting unit may be below its carrying value.
+Added: A reporting unit is an operating segment or one level below an operating segment, for example, a component.
+Added: The Company’s reporting units are not its reportable segments.
+Added: Goodwill is evaluated annually as of June 30 for impairment using a qualitative assessment or a quantitative one-step assessment.
+Added: If the Company elects to perform a qualitative assessment and determines the fair value of its reporting units more likely than not exceed the carrying value of their net assets, no further evaluation is necessary.
+Added: For reporting units where the Company performs a one-step quantitative assessment, the Company compares the fair value of each reporting unit, which is determined based on a combination of an income approach using a discounted cash flow model, and a market approach, which considers comparable companies, to its respective carrying value of net assets, including goodwill.
+Added: If the fair value of the reporting unit exceeds its carrying value of net assets, the goodwill is not considered impaired.
+Added: If the carrying value of net assets is higher than the fair value of the reporting unit, the impairment charge is the amount by which the carrying value exceeds the reporting unit’s fair value.
+Added: The Company reviews its long-lived assets, which include intangible assets subject to amortization, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
+Added: The evaluation for recoverability is performed at a level where independent cash flows may be attributed to either an asset or asset group.
+Added: If the Company determines that the carrying amount of an asset or asset group is not recoverable based on the expected undiscounted future cash flows of the asset or asset group, an impairment loss is recorded equal to the excess of the carrying amounts over the estimated fair value of the long-lived assets.
+Added: Estimates of future cash flows are based on various factors, including current operating results, expected market trends and competitive influences.
+Added: The Company also evaluates the amortization periods assigned to its intangible assets to determine whether events or changes in circumstances warrant revised estimates of useful lives.
+Added: Assets to be disposed of by sale are reported at the lower of the carrying amount or fair value, less estimated costs to sell.
+Added: The results of the Company’s goodwill impairment analyses conducted as of June 30, 2021, 2020 and 2019 indicated that no reduction in the carrying amount of the Company’s goodwill was required.
+Added: Changes in the carrying amount of goodwill during the years ended December 31, 2021, 2020 and 2019 are summarized as follows:
+Added: Expedited Freight Intermodal Consolidated
+Added: Balance as of December 31, 2019 $ 137,034 $ 78,665 $ 215,699
+Added: Acquisitions 28,234 1,049 29,283
+Added: Balance as of December 31, 2020 $ 165,268 $ 79,714 $ 244,982
+Added: Acquisitions 4,020 17,750 21,770
+Added: Balance as of December 31, 2021 $ 169,288 $ 97,464 $ 266,752
+Added: The Company’s accumulated goodwill impairment is $ 25,686 related to impairment charges the Company recorded during 2016 pertaining to its TLS reporting unit.
+Added: The TLS reporting unit operates within the Expedited Freight reportable segment.
+Added: As of December 31, 2021, approximately $ 187,608 of goodwill is deductible for tax purposes.
+Added: The Company amortizes certain acquired identifiable intangible assets on a straight-line basis over their estimated useful lives, which range from one year to 20 years.
+Added: The acquired intangible assets have a weighted-average useful life as follows:
+Added: FORWARD AIR CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: December 31, 2021
+Added: (In thousands, except per share data)
+Added: Intangible Assets Weighted-Average Useful Life
+Added: Customer relationships 15 years
+Added: Non-compete agreements 4 years
+Added: Trade names 4 years
+Added: For the years ended December 31, 2021, 2020 and 2019, acquired intangible asset amortization was $ 14,328 , $ 13,489 and $ 10,183 , respectively.
+Added: The Company estimates amortization of existing intangible assets will be $ 16,018 in 2022, $ 15,779 in 2023, $ 15,655 in 2024, $ 15,557 in 2025, and $ 15,366 in 2026.
+Added: Changes in the carrying amount of acquired intangible assets during 2021 and 2020 are summarized as follows:
+Added: Gross Carrying Amount
+Added: Customer Relationships 1
+Added: Non-Compete Agreements Trade Names Total
+Added: Balance as of December 31, 2019 $ 196,225 $ 6,652 $ 1,500 $ 204,377
+Added: Acquisitions 32,191 1,473 — 33,664
+Added: Balance as of December 31, 2020 $ 228,416 $ 8,125 $ 1,500 $ 238,041
+Added: Acquisitions 22,961 1,051 — 24,012
+Added: Balance as of December 31, 2021 $ 251,377 $ 9,176 $ 1,500 $ 262,053
+Added: Accumulated Amortization
+Added: Customer Relationships 1
+Added: Non-Compete Agreements Trade Names Total
+Added: Balance as of December 31, 2019 $ 73,868 $ 4,152 $ 1,500 $ 79,520
+Added: Amortization expense 12,062 1,427 — 13,489
+Added: Balance as of December 31, 2020 $ 85,930 $ 5,579 $ 1,500 $ 93,009
+Added: Amortization expense 13,164 1,164 — 14,328
+Added: Balance as of December 31, 2021 $ 99,094 $ 6,743 $ 1,500 $ 107,337
+Added: 1 Carrying value as of December 31, 2021 and 2020 is inclusive of $ 16,501 of accumulated impairment.
+Added: Accrued Expenses
+Added: Accrued expenses as of December 31, 2021 and 2020 consisted of the following:
+Added: 2021 December 31,
+Added: Accrued payroll and related items $ 29,364 $ 18,545
+Added: Insurance and claims accruals 21,172 17,994
+Added: Payables to leased capacity providers 11,085 14,725
+Added: Accrued expenses $ 61,621 $ 51,264
Self-Insurance Loss Reserves
−Removed: Department of Transportation (“DOT”) regulations, the Company is liable for bodily injury and property damage caused by Leased Capacity Providers and employee drivers while they are operating equipment under the Company’s various motor carrier authorities.
+Added: The Company’s licensed motor carrier contracts with independent contractor fleets, owner-operators and other third-party transportation capacity providers for most of the transportation services.
+Added: The Company’s independent contractor fleet owners and owner-operators lease their equipment to the Company’s motor carrier (“Leased Capacity Providers”) and own,
+Added: FORWARD AIR CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: December 31, 2021
+Added: (In thousands, except per share data)
+Added: operate and maintain their own tractors and employ their own drivers.
+Added: Department of Transportation (“DOT”) regulations, the Company is liable for bodily injury and property damage caused by the Leased Capacity Providers and employee drivers while they are operating equipment under the Company’s various motor carrier authorities.
The potential liability associated with any accident can be severe and occurrences are unpredictable.
3 unchanged sentences
Expedited Freight¹
−Removed: LTL business $ 3,000 Occurrence/Accident² $0 to $3,000 10/1/2020 to 10/1/2021
−Removed: Truckload business $ 2,000 Occurrence/Accident² $0 to $2,000 10/1/2020 to 10/1/2021
−Removed: LTL and Truckload businesses $ 6,000 Policy Term Aggregate³ $3,000 to $5,000 10/1/2020 to 10/1/2021
−Removed: LTL and Truckload businesses $ 5,000 Policy Term Aggregate³ $5,000 to $10,000 10/1/2020 to 10/1/2021
−Removed: Intermodal $ 250 Occurrence/Accident² $0 to $250 4/1/2020 to 10/1/2021
+Added: LTL business $ 3,000 Occurrence/Accident² $ 0 to $ 3,000
+Added: 10/1/2021 to 10/1/2022
+Added: Truckload business $ 2,000 Occurrence/Accident² $ 0 to $ 2,000
+Added: 10/1/2021 to 10/1/2022
+Added: LTL business $ 6,000 Policy Term Aggregate³ $ 3,000 to $ 5,000
+Added: 10/1/2021 to 10/1/2022
+Added: LTL, Truckload and Intermodal businesses $ 2,500 Policy Term Aggregate³ $ 5,000 to $ 10,000
+Added: 10/1/2021 to 10/1/2022
+Added: Intermodal $ 1,000 Occurrence/Accident² $ 0 to $ 1,000
+Added: 10/1/2021 to 10/1/2022
¹ Excluding the Final Mile business, which is primarily a brokered service.
5 unchanged sentences
The amount of self-insurance loss reserves and loss adjustment expenses is determined based on an estimation process that uses information obtained from both Company-specific and industry data, as well as general economic information.
+Added: The most significant assumptions used in the estimation process include determining the trend in loss costs, the expected consistency in the frequency and severity of claims incurred but not yet reported, changes in the timing of the reporting of losses from the loss date to the notification date, and expected costs to settle unpaid claims.
The Company estimates its self-insurance loss exposure by evaluating the merits and circumstances surrounding individual known claims and through actuarial analysis to determine an estimate of probable losses on claims incurred but not reported.
−Removed: If the events underlying the claims have occurred as of the balance sheet date, then losses are recognized immediately.
+Added: T he Company accrues for the costs of the uninsured portion of pending claims, based on the nature and severity of individual claims and historical claims development trends.
+Added: Estimating the number and severity of claims, as well as related judgment or settlement amounts is inherently difficult.
+Added: Failure to establish sufficient insurance reserves and adequately estimate for future insurance claims may cause unfavorable differences between actual self-insurance costs and the reserve estimates.
As of December 31, 2021 and 2020, the Company recorded insurance reserves of $ 65,649 and $ 68,647 , respectively, inclusive of reserves in excess of the self-insured retention limit that are expected to be reimbursed from insurance carriers.
−Removed: As of December 31, 2020, $ 20,342 was recorded in “Insurance and claims accruals” and $ 52,308 was recorded in “Other long-term liabilities” in the Consolidated Balance Sheets.
+Added: As of December 31, 2021, $ 21,172 was recorded in “Insurance and claims accruals” and $ 44,477 w as recorded in “Other long-term liabilities” in the Consolidated Balance Sheets.
As of December 31, 2020, $ 17,994 was recorded in “Insurance and claims accruals” and $ 50,653 was recorded in “Other long-term liabilities” in the Consolidated Balance Sheets.
−Removed: The Company recognized a receivable for insurance proceeds and a corresponding claims payable for vehicle liability and workers’ compensation claims in excess of the self-insured retention limit.
+Added: As of December 31, 2021 and 2020, the Company recognized a receivable for insurance proceeds and a corresponding claims payable for vehicle liability and workers’ compensation claims in excess of the self-insured retention limit.
As of December 31, 2021 and 2020, the Company recorded $ 28,667 and $ 35,088 , respectively, in “Other assets” and “Other long-term liabilities” in the Consolidated Balance Sheets.
4 unchanged sentences
Revenue Recognition
−Removed: Revenue is recognized when the Company satisfies the performance obligation by the delivery of a shipment in accordance with contractual agreements, bill of lading (“BOL”) and general tariff provisions.
+Added: 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.
10 unchanged sentences
Related services are a separate performance obligation and include accessorial charges such as terminal handling, storage, equipment rentals and customs brokerage.
−Removed: Revenue is classified based on the line of business as the Company believes this best depicts the nature, timing and amount of revenue and cash flows.
+Added: 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.
1 unchanged sentence
These factors, discretion in the amount of consideration and the selection of drivers and other vendors, support revenue recognized on a gross basis.
−Removed: Effective, January 1, 2019, the Company adopted Accounting Standards Codification 842, Leases, ("ASC 842").
−Removed: Under ASC 842, lessees are required to record an asset (right-of-use asset or finance lease asset) and a lease liability.
+Added: The Company accounts for leases u nder Accounting Standards Codification 842, Leases, (“ASC 842”), where lessees are required to record an asset (right-of-use asset or finance lease asset) and a lease liability.
ASC 842 allows for two types of leases for recognition purposes:
2 unchanged sentences
The Company determines if an arrangement contains a lease at inception based on whether or not the Company has the right to control the asset during the contract period.
−Removed: Operating lease right-of-use assets represent the Company’s right to use an underlying asset for the lease term while operating lease liabilities represent the Company’s obligation to make lease payments for the lease term.
All leases greater than 12 months result in the recognition of a right-of-use asset and liability at the lease commencement date based on the present value of the lease payments over the lease term.
1 unchanged sentence
The weighted-average discount rate is based on the discount rate implicit in the lease, or if the implicit rate is not readily determinable from the lease, then the Company estimates an applicable incremental borrowing rate.
−Removed: The incremental borrowing rate is estimated based on the contractual lease term and the Company’s collateral borrowing rate.
+Added: The incremental borrowing rate is estimated based on the contractual lease term and the Company’s applicable borrowing rate.
Business Combinations
−Removed: Upon the acquisition of a business, the fair value of the assets acquired and liabilities assumed must be estimated.
−Removed: This requires judgments regarding the identification of acquired assets and liabilities assumed, some of which may not have been previously recorded by the acquired business, as well as judgments regarding the valuation of all identified acquired assets and assumed liabilities.
−Removed: The assets acquired and liabilities assumed are determined by reviewing the operations, interviewing management and reviewing the financial and contractual information of the acquired business.
+Added: Upon the acquisition of a business, the fair value of the assets acquired and liabilities assumed are estimated, which may require judgment regarding the identification of acquired assets and liabilities assumed.
+Added: Once the acquired assets and assumed liabilities are identified, the fair value of the assets and liabilities are estimated using a variety of approaches that require significant judgments.
+Added: For intangible assets, significant judgments include, but are not limited to, future cash flows, selection of discount rates, determination of terminal growth rates, and estimated useful life and pattern of use of the underlying intangible assets.
+Added: For tangible assets, significant judgements, include, but are not limited to, current market values, physical and functional obsolescence of the assets, and remaining useful lives.
Consideration is typically paid in the form of cash paid upon closing or contingent consideration paid upon satisfaction of a future obligation.
−Removed: If contingent consideration is included in the purchase price, the Company values that consideration as of the acquisition date and it is recorded to goodwill.
+Added: If contingent consideration is included as a component of the consideration, the Company values the consideration as of the acquisition date.
FORWARD AIR CORPORATION
2 unchanged sentences
(In thousands, except per share data)
−Removed: Once the acquired assets and assumed liabilities are identified, the fair value of the assets and liabilities are estimated using a variety of approaches that require significant judgments.
−Removed: For example, intangible assets are typically valued using a discounted cash flow (“DCF”) analysis, which requires estimates of the future cash flows that are attributable to the intangible asset.
−Removed: A DCF analysis also requires significant judgments regarding the selection of discount rates that are intended to reflect the risks that are inherent in the projected cash flows, the determination of terminal growth rates, and judgments about the useful life and pattern of use of the underlying intangible asset.
−Removed: The valuation of acquired property, plant and equipment requires judgments about current market values, replacement costs, the physical and functional obsolescence of the assets and their remaining useful lives.
−Removed: A failure to appropriately assign fair values to acquired assets and assumed liabilities could significantly impact the amount and timing of future depreciation and amortization expense, as well as significantly overstate or understate assets or liabilities.
Income taxes are accounted for under the asset and liability method.
2 unchanged sentences
The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
−Removed: The Company is involved in various tax matters, with respect to some of which the outcome is uncertain.
−Removed: We establish reserves to remove some or all of the tax benefit of any of our tax positions at the time we determine that it becomes uncertain the tax position is not more likely than not to be sustained, the tax position is more likely than not to be sustained, but for a lesser amount, or the tax position is more likely than not to be sustained, but not in the financial period in which the tax position was originally taken.
−Removed: A number of years may elapse before a particular uncertain tax position is audited and finally resolved or when a tax assessment is raised.
−Removed: The number of years subject to tax assessments varies depending on the tax jurisdiction.
−Removed: The tax benefit that has been previously reserved because of a failure to meet the more likely than not recognition threshold would be recognized in income tax expense in the first period when the uncertainty disappears under any one of the following conditions:
−Removed: the tax position is more likely than not to be sustained, the tax position, amount, and/or timing is ultimately settled through negotiation or litigation, or the statute of limitations for the tax position has expired.
−Removed: The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in “Interest expense, net” and “Other operating expenses”, respectively.
−Removed: Net Income Per Common Share
−Removed: Basic net income per common share is computed by dividing net income by the weighted-average number of common shares outstanding during each period.
−Removed: Restricted shares have non-forfeitable rights to dividends and as a result, are considered participating securities for purposes of computing net income per common share pursuant to the two-class method.
+Added: Refer to Note 7, Income Taxes , for further discussion.
+Added: Net Income (Loss) Per Common Share
+Added: 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.
+Added: 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.
Net income allocated to participating securities was $ 737 in 2021, $ 385 in 2020 and $ 945 in 2019.
−Removed: Diluted net income 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.
+Added: 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.
+Added: 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:
+Added: FORWARD AIR CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: December 31, 2021
+Added: (In thousands, except per share data)
+Added: 2021 2020 2019
+Added: Net income and comprehensive income from continuing operations $ 116,091 $ 52,767 $ 82,322
+Added: Net (loss) income and comprehensive (loss) income from discontinued operation ( 10,232 ) ( 29,034 ) 4,777
+Added: Net income attributable to Forward Air $ 105,859 $ 23,733 $ 87,099
+Added: Income allocated to participating securities from continuing operations ( 807 ) ( 385 ) ( 945 )
+Added: Loss allocated to participating securities from discontinued operation 70 — —
+Added: Income allocated to participating securities ( 737 ) ( 385 ) ( 945 )
+Added: Numerator for basic and diluted net income per share for continuing operations $ 115,284 $ 52,382 $ 81,377
+Added: Numerator for basic and diluted net (loss) income per share for discontinued operation $ ( 10,162 ) $ ( 29,034 ) $ 4,777
+Added: Denominator for basic net income per share - weighted-average number of common shares outstanding 27,155 27,631 28,195
+Added: Dilutive stock options and performance share awards 137 66 113
+Added: Denominator for diluted net income per share - weighted-average number of common shares and common share equivalents outstanding 27,292 27,697 28,308
+Added: Basic net income (loss) per share:
+Added: Continuing operations $ 4.25 $ 1.90 $ 2.89
+Added: Discontinued operation ( 0.37 ) ( 1.05 ) 0.17
+Added: Net income per share 1
+Added: $ 3.87 $ 0.84 $ 3.06
+Added: Diluted net income (loss) per share:
+Added: Continuing operations $ 4.22 $ 1.89 $ 2.87
+Added: Discontinued operation ( 0.37 ) ( 1.05 ) 0.17
+Added: Net income per share $ 3.85 $ 0.84 $ 3.04
+Added: 1 Rounding may impact summation of amounts.
+Added: 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:
+Added: 2021 2020 2019
+Added: Anti-dilutive stock options — 206 183
+Added: Anti-dilutive performance shares — 15 —
+Added: Anti-dilutive restricted shares and deferred stock units — 3 —
+Added: Total anti-dilutive shares — 224 183
Share-Based Compensation
3 unchanged sentences
The fair value of the restricted shares is the quoted market value of the Company’s common stock on the grant date, and the share-based compensation expense is recognized on a straight-line basis over the vesting period.
−Removed: For certain performance shares, the fair value is the quote market value of the Company’s common stock on the grant date less the present value of the expected dividends not received during the relevant period.
−Removed: For these performance shares, the share-based compensation expense is recognized on a straight-line basis over the three-year vesting period based on the projected assessment of the level of performance that will be achieved.
−Removed: The fair value of other performance shares that have a financial target of the Company’s total shareholder return as compared to the total shareholder return of a selected peer group, is estimated on the grant date using a Monte Carlo simulation model.
−Removed: The share-based compensation expense is recognized on a
+Added: For certain performance shares, the fair value is the quoted market value of the Company’s common stock on
FORWARD AIR CORPORATION
2 unchanged sentences
(In thousands, except per share data)
−Removed: straight-line basis over the three-year vesting period.
−Removed: All share-based compensation expense is recognized in salaries, wages and employee benefits on the Consolidated Statements of Comprehensive Income.
−Removed: Refer to Note 5, Stockholders’ Equity, Stock Incentive Plan and Net Income Per Share , for further discussion.
+Added: the grant date less the present value of the expected dividends not received during the relevant period.
+Added: For these performance shares, the share-based compensation expense is recognized on a straight-line basis over the three-year vesting period based on the projected assessment of the level of performance that will be achieved.
+Added: The fair value of other performance shares that have a financial target of the Company’s total shareholder return as compared to the total shareholder return of a selected peer group, is estimated on the grant date using a Monte Carlo simulation model.
+Added: The share-based compensation expense is recognized on a straight-line basis over the three-year vesting period.
+Added: All share-based compensation expense is recognized in salaries, wages and employee benefits in the Consolidated Statements of Comprehensive Income.
+Added: Refer to Note 6, Stock Incentive Plan , for further discussion.
Ransomware Incident
2 unchanged sentences
The Company has also engaged with the appropriate law enforcement authorities.
−Removed: The Company continues to cooperate with law enforcement in connection with the criminal investigation into those responsible for the Ransomware Incident.
−Removed: Through December 31, 2020, the Company recorded $ 1,560 of expenses related to the Ransomware Incident.
−Removed: We have classified these expenses as “Other operating expenses” in the Consolidated Statements of Comprehensive Income for the year ended December 31, 2020.
−Removed: Expenses include costs to investigate and remediate the Ransomware Incident and legal and other professional services related to the incident, all of which were expensed as incurred.
+Added: The Company continued to cooperate with law enforcement in connection with the criminal investigation into those responsible for the Ransomware Incident.
+Added: For the year ended December 31, 2021 and 2020, expenses related to the Ransomware Incident were $ 434 and $ 1,560 , respectively, which were recorded in “Other operating expenses” in the Consolidated Statements of Comprehensive Income.
+Added: Expenses include costs to investigate and remediate the Ransomware Incident and legal and other professional services related to the incident.
Recent Accounting Pronouncements
−Removed: In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2016-13 ("ASU 2016-13"), Measurement of Credit Losses on Financial Instruments , which replaces the incurred loss methodology previously used to measure credit losses for most financial assets and requires the use of a forward-looking expected loss model.
−Removed: Under ASU 2016-13, credit losses are recognized when it is probable a loss has been incurred.
−Removed: The new standard requires financial assets to be measured at amortized costs less a reserve, equal to the net amount expected to be collected.
−Removed: ASU 2016-13 is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted.
−Removed: In April 2019, the FASB issued Accounting Standards Update 2019-04, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments (“ASU 2019-04”), which provides, among other things, targeted improvements to certain aspects of accounting for credit losses addressed by ASU 2016-13.
−Removed: In November 2019, the FASB issued Accounting Standards Update 2019-11, Codification Improvements to Topic 326, Financial Instruments - Credit Losses (“ASU 2019-11”), which clarifies the treatment of expected recoveries for amounts previously written-off on purchased receivables, provides transition relief for troubled debt restructurings and allows for certain disclosure simplifications of accrued interest.
−Removed: The effective dates for both ASU 2019-04 and ASU 2019-11 are the same as the effective date for ASU 2016-13.
−Removed: The Company adopted this standard, and its subsequent modifications, as of January 1, 2020, which resulted in the Company revising its allowance for doubtful accounts policy on a prospective basis.
−Removed: The adoption of this standard did not have a material impact on the Company’s results of operations, financial condition and cash flows.
+Added: In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, Income Taxes (Topic 740):
+Added: Simplifying the Accounting for Income Taxes .
+Added: The standard simplifies the accounting for income taxes by removing certain exceptions to the general principles of accounting for income taxes and improving consistent application of the principles.
+Added: ASU 2019-12 is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years, with early adoption permitted.
+Added: The Company adopted this standard as of January 1, 2021.
+Added: The adoption of the standard did not have a material impact on the Company’s results of operations, financial condition, or cash flows.
+Added: New Accounting Pronouncements to be Adopted
+Added: In October 2021, FASB issued ASU 2021-08, Business Combinations (Topic 805):
+Added: Accounting for Contract Assets and Contract Liabilities from Contracts with Customers .
+Added: The standard addresses the recognition of an acquired contract liability in a business combination and the recognition and measurement of contract assets and contract liabilities from revenue contracts acquired in a business combination.
+Added: ASU 2021-08 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted.
+Added: The Company is currently evaluating the adoption of ASU 2021-08 and the impact, if any, adoption will have on its operations, financial condition, or cash flows.
Discontinued Operation and Held for Sale
−Removed: As previously disclosed in Note 1, on April 23, 2020, the Company made a decision to divest of Pool.
+Added: As previously disclosed, on April 23, 2020, the Company made a decision to divest of Pool.
The Pool business met the criteria for held for sale classification.
−Removed: As a result, the assets and liabilities of Pool are presented separately under the captions “Current assets held for sale”, “Noncurrent assets held for sale”, “Current liabilities held for sale” and “Noncurrent liabilities held for sale” in the Consolidated Balance Sheets as of December 31, 2020 and 2019.
−Removed: The results of Pool were reclassified to “(Loss) income from discontinued operation, net of tax” in the Consolidated Statements of Comprehensive Income for the years ended December, 31, 2020, 2019 and 2018.
+Added: As a result, the assets and liabilities of Pool were presented separately under the captions “Current assets held for sale”, “Noncurrent assets held for sale”, “Current liabilities held for sale” and “Noncurrent liabilities held for sale” in the Consolidated Balance Sheets as of December 31, 2020.
+Added: The results of Pool were reclassified to “Loss from discontinued operation, net of tax” in the Consolidated Statements of Comprehensive Income for the years ended December 31, 2021, 2020 and 2019.
Certain corporate overhead and other costs previously allocated to Pool for segment reporting purposes did not qualify for classification within discontinued operation and have been reallocated to continuing operations.
−Removed: These costs were reclassified to the eliminations and other column in the segment reconciliation in Note 11, Segment Reporting .
−Removed: Upon meeting the criteria for held for sale classification and in each subsequent reporting period, the Company evaluated whether Pool’s estimated fair value, less costs to sell, exceeded the net carrying value.
−Removed: The annual goodwill impairment analysis conducted as of June 30, 2020 indicated that the fair value in excess of the carrying value related to the Pool reporting unit was approximately 5 % and in the third quarter of 2020, the Company concluded the estimated fair value, less costs to sell, exceeded the net carrying value and there were no indicators of impairment for the Pool reporting unit.
+Added: These costs were reclassified to the eliminations column in the segment reconciliation in Note 12, Segment Reporting .
+Added: Held for Sale
FORWARD AIR CORPORATION
2 unchanged sentences
(In thousands, except per share data)
+Added: Upon meeting the criteria for held for sale classification and in each subsequent reporting period, the Company evaluated whether Pool’s estimated fair value, less costs to sell, exceeded the net carrying value.
+Added: The annual goodwill impairment analysis conducted as of June 30, 2020 indicated that the fair value in excess of the carrying value related to the Pool reporting unit was approximately 5 % and in the third quarter of 2020, the Company concluded the estimated fair value, less costs to sell, exceeded the net carrying value and there were no indicators of impairment for the Pool reporting unit.
However, in response to the longer than expected macroeconomic conditions caused by the COVID-19 pandemic and status of negotiations to sell the Pool business, a strategic review of the business was completed in the fourth quarter of 2020 along with revised forecasts to include updated market conditions and strategic operating decisions.
5 unchanged sentences
Estimates of future cash flows are based on various factors, including current operating results, expected market trends and competitive influences.
−Removed: Refer to Note 3, Acquisitions, Goodwill, Intangible Assets and Other Long-Lived Assets for further discussion about the estimation of fair value.
−Removed: On February 12, 2021, the Company completed the sale of the Pool business for $ 8,000 in cash and up to a $ 12,000 earn-out based on an earnings before interest, taxes, depreciation and amortization attainment.
−Removed: See Note 13, Subsequent Events , for further discussion.
+Added: Refer to Note 1, Operations and Summary of Significant Accounting Policies, for further discussion about the estimation of fair value.
+Added: On February 12, 2021, the Company completed the sale of the Pool business for $ 8,000 in cash and up to a $ 12,000 earn-out based on earnings before interest, taxes, depreciation and amortization.
+Added: The sale agreement for Pool included an earn-out based on the achievement of certain earnings before interest, taxes, depreciation and amortization attainment over an eleven-month period, beginning February 1, 2021.
+Added: The estimated fair value of the earn-out asset on the date of sale was $ 6,967 .
+Added: The fair value was based on the estimated eleven-month period of the earnings before interest, taxes, depreciation and amortization and was calculated using a Monte Carlo simulation model.
+Added: The weighted average assumptions under the Monte Carlo simulation model were as follows:
+Added: February 12, 2021
+Added: Counterparty credit spread 1.2 %
+Added: Earnings before interest, taxes, depreciation and amortization discount rate 15.0 %
+Added: Asset volatility 55.0 %
+Added: Subsequent to the date of sale, the Company recognized any increases in the carrying value of the earn-out asset when the change was realized and evaluated the earn-out asset for impairment at each reporting period.
+Added: The financial performance of the Pool business significantly deteriorated during the third quarter of 2021.
+Added: As a result, an evaluation of the earn-out asset for impairment was completed, which included a review of revised forecasts, updated strategic operating decisions and current market conditions.
+Added: The revised forecasts indicated an impairment of the entire earn-out asset was necessary.
+Added: A non-cash charge of $ 6,967 was recorded as an “Impairment charge ” in the summarized discontinued operation financial information for the year ended December 31, 2021 .
+Added: Transition Services Agreement
+Added: On February 12, 2021, the Company entered into a Transition Services Agreement (“TSA ” ) with TOG FAS Holdings LLC, the buyer of the Pool business.
+Added: Under the TSA, the Company performed certain services on an interim basis in order to facilitate the orderly transition of the Pool business.
+Added: 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.
+Added: The TSA provided the right to extend the term of the TSA with no limit on the number of the mutually agreed upon extensions.
+Added: In exchange for the services performed by the Company under the TSA, the Company received a monthly service charge.
+Added: For the year ended December 31, 2021, the Company recognized $ 747 , in “Other operating expenses ” in the Consolidated Statements of
FORWARD AIR CORPORATION
2 unchanged sentences
(In thousands, except per share data)
+Added: Comprehensive Income, for the services performed under the TSA.
+Added: The TSA ended in October 2021 when all services were completed.
+Added: 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 .
+Added: The Company is reimbursed by TOG FAS Holdings LLC within 60 days from the end of the month in which the payment is remitted.
+Added: As of December 31, 2021, the Company recorded a receivable in the amount o f $ 8,097 in “Other receivables ” in Consolidated Balance Sheets for the reimbursement due to the Company.
+Added: The Company evaluates the collectability of the receivable 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.
+Added: The Company believes collectibility of the receivable is probable as of December 31, 2021.
+Added: FORWARD AIR CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: December 31, 2021
+Added: (In thousands, except per share data)
Summarized Held for Sale and Discontinued Operation Financial Information
A summary of the carrying amounts of major classes of assets and liabilities, which are included in assets and liabilities held for sale in the Consolidated Balance Sheets, is as follows:
−Removed: 2020 December 31,
Current assets:
−Removed: Accounts receivable, less allowance of $86 in 2020 and $48 in 2019 $ 19,740 $ 13,983
+Added: Accounts receivable, less allowance of $ 86 in 2020
Other current assets 1,262
4 unchanged sentences
Operating lease right-of-use assets 46,865
−Removed: Goodwill — 5,406
−Removed: Other acquired intangibles, net of accumulated amortization of $12,679 in 2020 and $12,359 in 2019 2,621 2,941
+Added: Other acquired intangibles, net of accumulated amortization of $ 12,679 in 2020
Deferred income taxes 3,253
10 unchanged sentences
Other long-term liabilities 4,551
−Removed: Deferred income taxes — 2,728
Total noncurrent liabilities held for sale $ 34,575
17 unchanged sentences
Total operating expenses 25,159 179,768 188,800
+Added: (Loss) income from discontinued operation ( 7,383 ) ( 38,335 ) 6,408
+Added: Loss on sale of business ( 2,860 ) — —
(Loss) income from discontinued operation before income taxes ( 10,243 ) ( 38,335 ) 6,408
1 unchanged sentence
(Loss) income from discontinued operation, net of tax $ ( 10,232 ) $ ( 29,034 ) $ 4,777
−Removed: Acquisitions, Goodwill, Intangible Assets and Other Long-Lived Assets
−Removed: Expedited Freight Acquisitions
+Added: Expedited Freight
In April 2019, the Company acquired certain assets and liabilities of FSA Network, Inc., doing business as FSA Logistix (“FSA”), for $ 26,798 , net of cash acquired of $ 202 , and an earn-out of up to $ 15,000 .
1 unchanged sentence
FSA has operations in the East, Midwest, Southwest and West regions.
−Removed: The acquisition of FSA provides the Company the opportunity to expand its final mile service offering into additional geographic markets, form relationships with new customers, add volumes to existing locations and generate synergies within the Company.
−Removed: The acquisition was financed by cash flows from operations.
−Removed: The results of operations of FSA have been included in the Company’s consolidated financial statements as of and from the date of acquisition.
+Added: The acquisition of FSA provides the Company with the opportunity to expand its final mile service offering into additional geographic markets, form relationships with new customers, add volumes to existing locations and generate synergies within the Company.
+Added: The acquisition was financed by cash flow from operations.
+Added: The results of operations of FSA has been included in the Company’s consolidated financial statements as of and from the date of acquisition.
The associated goodwill has been included in the Company’s Expedited Freight reportable segment.
−Removed: The purchase agreement for FSA included an earn-out of up to $15,000 based on the achievement of certain revenue milestones over 2 one-year periods, beginning May 1, 2019.
−Removed: The estimated the fair value of the earn-out liability on the date of acquisition was $ 11,803 .
+Added: The purchase agreement for FSA included an earn-out up to $ 15,000 based on the achievement of certain revenue milestones over two one-year periods, beginning May 1, 2019.
+Added: The estimated fair value of the earn-out liability on the date of acquisition was $ 11,803 .
The fair value was based on the estimated two-year performance of the acquired customer revenue and was calculated using a Monte Carlo simulation model.
−Removed: The weighted-average assumptions under the Monte Carlo simulation model were as follows for the year ended December 31, 2020 and 2019:
+Added: The assumptions under the Monte Carlo simulation model were as follows for the year ended December 31, 2020 and 2019:
December 31, 2020 December 31, 2019
7 unchanged sentences
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 Monte Carlo simulation model.
−Removed: During the year ended December 31, 2020 and 2019, the fair value of the earn-out changed by $ 379 and ($ 33 ), respectively, and the changes in fair value were recorded in “Other operating expenses” in the Consolidated Statements of Comprehensive Income.
+Added: During the year ended December 31, 2021, 2020 and 2019, the fair value of the earn-out changed by ($ 52 ), $ 379 and ($ 33 ), respectively, and the change in fair value was recorded in “Other operating expenses ” in the Consolidated Statements of Comprehensive Income.
The first one-year period ended in the second quarter of 2020 and the Company paid $ 5,284 based on the terms of the purchase agreement.
−Removed: The second one-year period will end in the second quarter of 2021.
−Removed: As of December 31, 2020 and 2019, the fair value of the earn-out liability was $ 6,865 and $ 11,770 , respectively, which was reflected in "Other current liabilities" and "Other long-term liabilities" in the Consolidated Balance Sheets.
+Added: The second one-year period ended in the second quarter of 2021 and the Company paid $ 6,813 in the third quarter of 2021 based on the terms of the purchase agreement.
+Added: As of December 31, 2020 , the fair value of the earn -out liability was $ 6,865 , which was reflected in “Other current liabilities ” in the Consolidated Balance Sheets.
In January 2020, the Company acquired certain assets and liabilities of Linn Star Holdings, Inc., Linn Star Transfer, Inc.
−Removed: and Linn Star Logistics, LLC (collectively, “Linn Star”) for $ 55,931 , net cash acquired of $ 1,308 .
+Added: and Linn Star Logistics, LLC (collectively, “Linn Star”) for $ 55,931 , net of cash acquired of $ 1,308 .
Linn Star, headquartered in Cedar Rapids, Iowa, specializes in last mile logistics and in-home installation services for a range of national retailers and manufacturers.
11 unchanged sentences
The associated goodwill has been included in the Company’s Expedited Freight reportable segment.
−Removed: Intermodal Acquisitions
−Removed: In July 2018, the Company acquired certain assets of Multi-Modal Transport Inc.
−Removed: (“MMT”) for $ 3,737 .
−Removed: MMT, headquartered in Saint Paul, Minnesota, provides intermodal drayage services.
−Removed: MMT has locations in Iowa, Minnesota, North Dakota, South Dakota and Wisconsin.
−Removed: The acquisition of MMT supports the Company’s strategic growth plan by expanding the footprint of the Intermodal business into additional markets.
−Removed: The acquisition was financed by cash flows from operations.
−Removed: The results of MMT have been included in the Company’s consolidated financial statements as of and from the date of acquisition.
−Removed: The associated goodwill has been included in the Company’s Intermodal reportable segment.
−Removed: In October 2018, the Company acquired certain assets of Southwest Freight Distributors, Inc.
−Removed: (“Southwest”) for $ 16,250 .
−Removed: Southwest, headquartered in Dallas, Texas, provides intermodal drayage services.
−Removed: The acquisition of Southwest supports the Company’s strategic growth plan by expanding the footprint of the Intermodal business into Texas.
−Removed: The acquisition was financed by cash flows from operations.
−Removed: The results of Southwest have been included in the Company’s consolidated financial statements as of and from the date of acquisition.
−Removed: The associated goodwill has been included in the Company’s Intermodal reportable segment.
+Added: In May 2021, the Company acquired certain assets and liabilities of J&P Hall Express Delivery (“J&P”) for $ 7,670 .
+Added: J&P is headquartered in Atlanta, Georgia with a second terminal in Albany, Georgia.
+Added: The acquisition of J&P supports the Company’s strategic growth plan by expanding pickup and delivery, less-than-truckload, truckload, less than container load, container freight station warehousing, and airport transfer services across the Southeastern United States.
+Added: The acquisition was financed by cash flow from operations.
+Added: The results of J&P have been included in the Company’s consolidated financial statements as of and from the date of acquisition.
+Added: The associated goodwill has been included in the Company’s Expedited Freight reportable segment.
In July 2019, the Company acquired certain assets and liabilities of O.S.T.
10 unchanged sentences
The associated goodwill has been included in the Company’s Intermodal reportable segment.
−Removed: Fair Value of Assets Acquired and Liabilities Assumed
−Removed: Assets acquired and liabilities assumed as of the acquisition date are presented in the following table:
+Added: In February 2021, the Company acquired certain assets and liabilities of Proficient Transport Incorporated and Proficient Trucking, Inc.
+Added: (together “Proficient Transport ” ) for $ 16,339 and a potential earn-out up to $ 2,000 .
+Added: Proficient Transport is an intermodal drayage company headquartered in Chicago, Illinois.
+Added: The acquisition of Proficient Transport supports the Company’s strategic growth plan by expanding the intermodal footprint in Georgia, Illinois, North Carolina, and Texas, and introduces a new location in Ohio.
+Added: The acquisition was financed by cash flows from operations.
+Added: The results of Proficient Transport have been included in the Company’s consolidated financial statements as of and from the date of acquisition.
+Added: The associated goodwill has been included in the Company’s Intermodal reportable segment.
+Added: 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.
+Added: The estimated fair value of the earn-out liability on the date of acquisition was $ 829 .
+Added: The fair value was based on the estimated one-year performance of the acquired customer
FORWARD AIR CORPORATION
2 unchanged sentences
(In thousands, except per share data)
−Removed: MMT Southwest FSA O.S.T.
−Removed: Linn Star CLW
−Removed: July 25, 2018 October 28, 2018 April 21, 2019 July 14, 2019 January 12, 2020 October 11, 2020
+Added: revenue and was calculated using the option pricing method.
+Added: The assumptions used to calculate the estimated fair value of the earn-out under the option pricing method were as follows:
+Added: December 31, 2021 February 28, 2021
+Added: Risk-free rate 0.1 % 0.1 %
+Added: Revenue discount rate 9.8 % 8.3 %
+Added: Revenue volatility 24.2 % 27.3 %
+Added: 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.
+Added: During the year ended December 31, 2021, the fair value of the earn-out changed by ($ 444 ) , and the change in the fair value was recorded in “Other operating expenses” in the Consolidated Statements of Comprehensive Income.
+Added: As of December 31, 2021, the fair value of the earn-out liabili ty was $ 385 , which was reflected in “Other current liabilities” in the Consolidated Balance Sheets.
+Added: In November 2021, the Company acquired certain assets and liabilities of BarOle Trucking, Inc.
+Added: ( “BarOle”) for $ 35,436 .
+Added: BarOle is an intermodal drayage company headquartered in Roseville, Minnesota.
+Added: 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.
+Added: In addition, BarOle has a larger terminal location, which allows for further expansion in the future.
+Added: The acquisition was financed by cash flows from operations.
+Added: The results of BarOle have been included in the Company’s consolidated financial statements as of and from the date of acquisition.
+Added: The associated goodwill has been included in the Company’s Intermodal reportable segment.
+Added: FORWARD AIR CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: December 31, 2021
+Added: (In thousands, except per share data)
+Added: Fair Value of Assets Acquired and Liabilities Assumed
+Added: Assets acquired and liabilities assumed as of the acquisition date are presented in the following table:
+Added: Linn Star CLW Proficient Transport J&P BarOle
+Added: April 21, 2019 July 14, 2019 January 12, 2020 October 11, 2020 February 28, 2021 May 30, 2021 November 30, 2021
Tangible assets:
Cash $ 202 $ — $ 1,308 $ — $ — $ — $ —
+Added: Accounts receivable — — — — 4,171 1,940 2,481
Other receivables 1,491 — — — — — —
1 unchanged sentence
Property and equipment 40 10,371 605 — 140 1,567 5,351
−Removed: Right-of-use lease assets — — 3,209 1,672 10,011 811
+Added: Other assets — — — — 24 3 —
+Added: Operating lease right-of-use assets 3,209 1,672 10,011 811 — 1,355 —
Total tangible assets 4,942 12,043 13,106 811 4,335 4,897 7,832
Intangible assets:
−Removed: Non-compete agreements 43 650 900 850 450 1,000
Customer relationships 17,900 5,700 29,800 1,500 6,060 620 16,282
+Added: Non-compete agreements 900 850 450 1,000 18 120 913
Goodwill 19,963 2,050 25,234 3,000 6,249 4,020 10,677
4 unchanged sentences
Other liabilities 5,030 — — — — — —
−Removed: Operating lease liabilities — — 3,209 1,672 10,011 811
Finance lease obligations — 6,971 — — — — —
+Added: Operating lease liabilities 3,209 1,672 10,011 811 — 1,355 —
Total liabilities assumed 16,705 8,643 11,351 811 323 1,987 268
Net assets acquired $ 27,000 $ 12,000 $ 57,239 $ 5,500 $ 16,339 $ 7,670 $ 35,436
−Removed: The weighted-average useful life of acquired intangible assets as of the acquisition date are summarized in the following table:
−Removed: Linn Star CLW
−Removed: Customer relationships 15 years 10 years 15 years 7 years
−Removed: Non-compete agreements 5 years 3 years 1 year 5 years
−Removed: Goodwill, Intangible Assets and Other Long-Lived Assets
−Removed: The Company tests goodwill for impairment, at the reporting unit level, annually and when events or circumstances indicate that fair value of a reporting unit may be below its carrying value.
−Removed: A reporting unit is an operating segment or one level below an operating segment, for example, a component.
−Removed: The Company’s reporting units are not its reportable segments.
−Removed: Goodwill is evaluated annually as of June 30 for impairment using a qualitative assessment or a quantitative one-step assessment.
−Removed: If the Company elects to perform a qualitative assessment and determines the fair value of its reporting units more likely than not exceed the carrying value of their net assets, no further evaluation is necessary.
−Removed: For reporting units where the Company performs a one-step quantitative assessment, the Company compares the fair value of each reporting unit, which is determined based on a combination of an income approach using a discounted cash flow model, and a market approach, which considers comparable companies, to its respective carrying value of net assets, including goodwill.
−Removed: If the fair value of the reporting unit exceeds its carrying value of net assets, the goodwill is not considered impaired.
−Removed: If the carrying value of net assets is higher than the fair value of the reporting unit, the impairment charge is the amount by which the carrying value exceeds the reporting unit’s fair value.
−Removed: The Company reviews its long-lived assets, which include intangible assets subject to amortization, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
−Removed: The evaluation for recoverability is performed at a level where independent cash flows may be attributed to either an asset or asset group.
−Removed: If the Company determines that the carrying amount of an asset or asset group is not recoverable based on the expected
+Added: The preliminary purchase price for BarOle has been allocated to assets acquired and liabilities assumed based on the the Company’s best estimates and assumptions using the information available as of the acquisition date through the date of this filing.
+Added: 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.
+Added: The Company expects to finalize the valuation as soon as practicable, but no later than one year from the acquisition date.
FORWARD AIR CORPORATION
2 unchanged sentences
(In thousands, except per share data)
−Removed: undiscounted future cash flows of the asset or asset group, an impairment loss is recorded equal to the excess of the carrying amounts over the estimated fair value of the long-lived assets.
−Removed: Estimates of future cash flows are based on various factors, including current operating results, expected market trends and competitive influences.
−Removed: The Company also evaluates the amortization periods assigned to its intangible assets to determine whether events or changes in circumstances warrant revised estimates of useful lives.
−Removed: Assets to be disposed of by sale are reported at the lower of the carrying amount or fair value, less estimated costs to sell.
−Removed: The results of the Company’s goodwill and long-lived assets impairment analyses conducted as of June 30, 2020, 2019 and 2018 indicated that no reduction in the carrying amount of the Company’s goodwill and long-lived assets was required.
−Removed: Changes in the carrying amount of goodwill during the years ended December 31, 2020 and 2019 are summarized as follows:
−Removed: Expedited Freight Intermodal Consolidated
−Removed: Balance as of December 31, 2018 $ 117,071 $ 76,615 $ 193,686
−Removed: Acquisitions 19,963 2,050 22,013
−Removed: Balance as of December 31, 2019 137,034 78,665 215,699
−Removed: Acquisitions 28,234 1,049 29,283
−Removed: Balance as of December 31, 2020 $ 165,268 $ 79,714 $ 244,982
−Removed: The Company’s accumulated goodwill impairment is approximately $ 25,686 related to impairment charges the Company recorded during 2016 pertaining to its TLS reporting unit.
−Removed: The TLS reporting unit operates within the Expedited Freight reportable segment.
−Removed: As of December 31, 2020, approximately $ 165,839 of goodwill is deductible for tax purposes.
−Removed: Other Acquired Intangibles
−Removed: The Company amortizes certain acquired identifiable intangible assets on a straight-line basis over their estimated useful lives, which range from 1 to 20 years.
−Removed: The acquired intangible assets have a weighted-average useful life as follows:
−Removed: Intangible Assets Weighted-Average Useful Life
−Removed: Customer relationships 15 years
−Removed: Non-compete agreements 4 years
−Removed: Trade names 4 years
−Removed: For the years ended December 31, 2020, 2019 and 2018, acquired intangible asset amortization was $ 13,489 , $ 10,183 and $ 8,109 , respectively.
−Removed: The Company estimates amortization of existing intangible assets will be $ 13,464 in 2021, $ 12,964 in 2022, $ 12,729 in 2023, $ 12,604 in 2024, and $ 12,506 in 2025.
−Removed: Changes in the carrying amount of acquired intangible assets during 2020 and 2019 are summarized as follows:
−Removed: December 31, 2020 December 31, 2019
−Removed: Carrying Value Accumulated Amortization Net Carrying Value Carrying Value Accumulated Amortization Net Carrying Value
−Removed: Customer relationships 1
−Removed: $ 228,416 $ ( 85,930 ) $ 142,486 $ 196,225 $ ( 73,868 ) $ 122,357
−Removed: Non-compete agreements 8,125 ( 5,579 ) 2,546 6,652 ( 4,152 ) 2,500
−Removed: Trade names 1,500 ( 1,500 ) — 1,500 ( 1,500 ) —
−Removed: Total $ 238,041 $ ( 93,009 ) $ 145,032 $ 204,377 $ ( 79,520 ) $ 124,857
−Removed: 1 Carrying value as of December 31, 2020 and 2019 is inclusive of $16,501 of accumulated impairment.
FORWARD AIR CORPORATION
2 unchanged sentences
(In thousands, except per share data)
−Removed: Senior Credit Facility
−Removed: As of December 31, 2020 , the Company had $ 112,500 in borrowings outstanding under the revolving credit facility, $ 18,326 utilized for outstanding letters of credit and $ 94,174 of available borrowing capacity under the revolving credit facility.
−Removed: As of December 31, 2019, the Company had $ 67,500 in borrowings outstanding under the revolving credit facility, $ 13,970 utilized for outstanding letters of credit and $ 68,530 of available borrowing capacity under the revolving credit facility.
−Removed: The interest rate on the outstanding borrowings under the revolving credit facility was 3.25 % and 3.2 % as of December 31, 2020 and 2019, respectively.
+Added: The estimated useful life of acquired intangible assets as of the acquisition date are summarized in the following table:
+Added: Estimated Useful Lives
+Added: Linn Star CLW Proficient Transport J&P BarOle
+Added: Customer relationships 15 years 10 years 15 years 7 years 8 years 12 years 8 years
+Added: Non-compete agreements 5 years 3 years 1 year 5 years 1 year 5 years 5 years
+Added: Long-term debt consisted of the following as of December 31, 2021 and 2020:
+Added: December 31, 2021 December 31, 2020
+Added: Credit facility, expires 2026 $ 157,500 $ 112,500
+Added: Debt issuance costs ( 534 ) ( 102 )
+Added: 156,966 112,398
+Added: Current portion of long-term debt ( 1,500 ) —
+Added: Total long-term debt, less current portion $ 155,466 $ 112,398
+Added: As of December 31, 2021, the aggregate scheduled maturities of long-term debt, excluding the current portion of long-term debt are as follows:
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.
−Removed: The maturity date of the Facility is September 29, 2022.
−Removed: In April 2020, the Company entered into an amendment to the Facility, which increased the maximum aggregate principal amount to $ 225,000 .
−Removed: The Facility may be 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.
+Added: The maturity date of the Facility was September 29, 2022.
+Added: In April 2020, the Company entered into the first amendment to the Facility, which increased the maximum aggregate principal amount to $ 225,000 .
+Added: 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.
+Added: 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.
+Added: 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 .
+Added: 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.
+Added: 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.
−Removed: Under the amended Facility, interest accrues on the amounts outstanding under the credit 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 %.
−Removed: The base rate is 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.
−Removed: Previously, under the Facility, interest accrued on the amounts outstanding under the credit facility, at the Company’s option, at either (1) LIBOR plus a margin ranging from 1.25 % to 1.75 % based on the Company’s leverage ratio, or (2) the base rate, which was equal to 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 plus 1.00%, plus a margin ranging from 0.25% to 0.75% based on the Company’s leverage ratio.
−Removed: Interest is payable in arrears for each loan that is based on the LIBOR 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 LIBOR rate on the last day of each quarter.
−Removed: 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.
+Added: As of December 31, 2021 and 2020, the Company had $ 272,466 and $ 94,174 , respectively, of available borrowing capacity under the Facility.
+Added: 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
+Added: FORWARD AIR CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: December 31, 2021
+Added: (In thousands, except per share data)
+Added: 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 December 31, 2021, the Company was in compliance with the aforementioned covenants.
+Added: 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 %.
+Added: 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.
+Added: 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.
+Added: The interest rate on the outstanding borrowings under the revolving credit facility was 1.43 % and 3.25 % as of December 31, 2021 and December 31, 2020, respectively.
+Added: 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 %.
+Added: 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.
+Added: 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.
+Added: Letters of Credit
+Added: 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.
+Added: As of December 31, 2021 and December 31, 2020, outstanding letters of credit totaled $ 20,034 and $ 18,326 , respectively.
Interest Payments
1 unchanged sentence
No interest was capitalized during the year ended December 31, 2021, 2020 and 2019.
−Removed: Shareholders’ Equity, Stock Incentive Plan and Net Income per Share
+Added: Shareholders’ Equity
Preferred Stock
1 unchanged sentence
Cash Dividends
−Removed: During the fourth quarter of 2020, the Company’s Board of Directors declared and the Company has paid a quarterly cash dividend of $0.21 per common share.
−Removed: During the first, second and third quarters of 2020, each quarter of 2019 and the
+Added: During the fourth quarter of 2020 and each quarter of 2021, the Company’s Board of Directors declared and the Company has paid a quarterly cash dividend of $ 0.21 per common share.
+Added: During the first, second and third quarters of 2020, each quarter of 2019, the Company’s Board of Directors declared and the Company has paid a quarterly cash dividend of $ 0.18 per common share.
+Added: On February 8, 2022, the Company’s Board of Directors declared a quarterly cash dividend of $ 0.24 per common share that will be paid in the first quarter of 2022.
+Added: Share Repurchase Program
+Added: On February 5, 2019, the Board of Directors approved a stock repurchase plan authorizing the repurchase of up to 5,000 shares of the Company’s common stock (the “2019 Repurchase Plan”).
+Added: The 2019 Repurchase Plan expires when the shares authorized for repurchase are exhausted or the 2019 Repurchase Plan is canceled.
FORWARD AIR CORPORATION
2 unchanged sentences
(In thousands, except per share data)
−Removed: fourth quarter of 2018, the Company’s Board of Directors declared and the Company has paid a quarterly cash dividend of $0.18 per common share.
−Removed: During the first, second and third quarters of 2018, the Company's Board of Directors declared and the Company has paid a quarterly cash dividend of $0.15 per common share.
−Removed: On February 2, 2021, the Company’s Board of Directors declared a quarterly cash dividend of $0.21 per common share that will be paid in the first quarter of 2021.
−Removed: Share Repurchase Program
−Removed: On July 21, 2016, the Company’s Board of Directors approved a stock repurchase program for up to 3,000 shares of the Company’s common stock (the “2016 Repurchase Plan”).
−Removed: On February 5, 2019, the Board of Directors canceled the Company’s 2016 Repurchase Plan and approved a revised stock repurchase plan authorizing up to 5,000 shares of the Company’s common stock (the “2019 Repurchase Plan”).
−Removed: The 2019 Repurchase Plan expires when the shares authorized for repurchase are exhausted or the 2019 Repurchase Plan is canceled.
−Removed: During the year ended December 31, 2020, the Company repurchased through open market transactions 787 shares of common stock for $ 45,248 , or $ 57.53 per share, and during the year ended December 31, 2019, the Company repurchased through open market transactions 913 shares of common stock for $ 56,204 , or $ 61.59 per share.
+Added: During the year ended December 31, 2021, the Company repurchased through open market transactions 535 shares of common stock for $ 48,989 , or an average of $ 91.46 per share, and during the year ended December 31, 2020, the Company repurchased through open market transactions 787 shares of common stock for $ 45,248 , or an average of $ 57.53 per share.
All shares received were retired upon receipt, and the excess of the purchase price over the par value per share was recorded to “Retained Earnings” in the Consolidated Balance Sheets.
−Removed: As of December 31, 2020, the remaining shares to be repurchased under the 2019 Repurchase Plan were approximately 3,368 shares.
+Added: As of December 31, 2021, the remaining shares permitted to be repurchased under the 2019 Repurchase Plan were approximately 2,833 shares.
Stock Incentive Plan
+Added: Stock Incentive Plan
+Added: The Company recorded share-based compensation expense as follows for the years ended December 31, 2021, 2020 and 2019:
+Added: 2021 December 31,
+Added: 2020 December 31,
+Added: Salaries, wages and employee benefits - continuing operations $ 9,108 $ 9,715 $ 10,595
+Added: Salaries, wages and employee benefits - discontinued operation 16 85 179
+Added: Total share-based compensation expense $ 9,124 $ 9,800 $ 10,774
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.
As of December 31, 2021, approximately 801 shares remain available for grant under the Omnibus Plan.
−Removed: Employee Activity - Stock Options
+Added: Stock Options
Certain executives are eligible to receive grants of stock options.
1 unchanged sentence
Stock options vest over a three-year period from the date of grant.
−Removed: The shared-based compensation expense associated with these options is amortized ratably over the vesting period.
+Added: For stock option awards, under the Plan, the exercise price is equal to the price of the Company’s common stock on the date of grant.
+Added: Share-based compensation expense associated with these awards is amortized ratably over the vesting period.
The Company estimated the fair value of the grants using the Black-Scholes option-pricing model.
−Removed: The weighted-average assumptions under the Black-Scholes option-pricing model were as follows for the years ended December 31, 2020 and 2018.
+Added: The weighted average grant-date fair value of the stock option awards granted under the Plan and the weighted average assumptions under the Black-Scholes option-pricing model were as follows for the years ended December 31, 2021 and 2020.
The Company did not grant stock options during the year ended December 31, 2019.
2021 December 31,
+Added: Weighted average grant-date fair value $ 18.36 $ 14.79
+Added: Weighted average assumptions under Black-Scholes option model:
Expected dividend yield 1.1 % 1.1 %
1 unchanged sentence
Risk-free interest rate 0.6 % 1.5 %
−Removed: Expected life of options (years) 5.9 6.1
+Added: Expected life of awards (years) 5.8 5.9
FORWARD AIR CORPORATION
2 unchanged sentences
(In thousands, except per share data)
−Removed: The following table sets forth the exercise price range, number of shares, weighted-average exercise price and remaining contractual lives by groups of similar price on a continuing basis as of December 31, 2020:
−Removed: Weighted- Outstanding Exercisable
−Removed: Average Weighted- Weighted-
−Removed: Range of Number of Shares Outstanding Remaining Average Number of Shares Exercisable Average
−Removed: Exercise Contractual Life Exercise Exercise
−Removed: Price (in years) Price Price
−Removed: $ 43.67 - $ 44.90 59 2.1 $ 43.70 59 $ 43.70
−Removed: 47.82 - 48.32 68 3.1 47.86 68 47.86
−Removed: 50.71 - 53.73 26 1.6 51.31 26 51.31
+Added: Stock option transactions during the year ended December 31, 2021 on a continuing operations basis were as follows:
+Added: Number of Shares Weighted Average Exercise Price
+Added: Outstanding as of January 1 359 $ 55.79
+Added: Granted 39 75.05
+Added: Exercised ( 56 ) 53.91
+Added: Forfeited or Canceled — —
+Added: Outstanding as of December 31 342 $ 58.44
+Added: As of December 31, 2021 , the weighted average remaining contractual life of stock options both outstanding and exercisable was approximately three years .
+Added: The total fair value of stock options vested during 2021, 2020, 2019 was $ 922 , $ 1,377 , and $ 1,887 , respectively.
+Added: As of December 31, 2021, the total share-based compensation expense related to unvested stock options not yet recognized was $ 695 , and the weighted average period over which it is expected to be recognized is approximately two years .
+Added: The following table sets forth the exercise price range, number of shares, weighted average exercise price and remaining contractual lives by groups of similar price on a continuing operations basis as of December 31, 2021:
+Added: Stock Options Outstanding Stock Options Exercisable
+Added: Range of Exercise Prices Number of Shares Weighted Average Remaining Contractual Life (in years) Weighted Average Exercise Price Exercisable as of December 31, 2021 Weighted Average Exercise Price
$ 43.67 - $ 47.82 107,403 1.6 $ 45.87 107,403 $ 45.87
1 unchanged sentence
60.42 - 65.96 139,309 4.0 64.60 103,391 64.13
−Removed: Stock option activity and related information on a continuing basis was as follows:
−Removed: December 31, 2020 December 31, 2019 December 31, 2018
−Removed: Weighted- Weighted- Weighted-
−Removed: Average Average Average
−Removed: Stock Exercise Stock Exercise Stock Exercise
−Removed: Options Price Options Price Options Price
−Removed: Outstanding at beginning of year 417 $ 53.37 512 $ 51.49 417 $ 44.55
−Removed: Granted 36 65.96 — — 190 61.72
−Removed: Exercised ( 89 ) 47.72 ( 87 ) 42.24 ( 95 ) 41.42
−Removed: Forfeited ( 5 ) 59.73 ( 8 ) 53.76 — —
−Removed: Outstanding at end of year 359 $ 55.79 417 $ 53.37 512 $ 51.49
−Removed: Exercisable at end of year 265 $ 53.20 262 $ 50.03 213 $ 44.66
−Removed: Weighted-average fair value of stock options granted during the year $ 14.79 $ — $ 15.82
−Removed: Aggregate intrinsic value for stock options exercised $ 1,568 $ 2,196 $ 1,992
−Removed: Average aggregate intrinsic value for stock options outstanding $ 970
−Removed: Average aggregate intrinsic value for exercisable stock options $ 1,435
−Removed: 2020 December 31,
−Removed: 2019 December 31,
−Removed: Share-based compensation expense for stock options $ 1,163 $ 1,556 $ 1,521
−Removed: Tax benefit for stock options exercised $ 287 $ 392 $ 384
−Removed: Unrecognized compensation expense for stock options $ 784
−Removed: Weighted average period over which unrecognized compensation expense will be recognized (years) 1.3
−Removed: FORWARD AIR CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: December 31, 2020
−Removed: (In thousands, except per share data)
−Removed: The following table sets forth the exercise price range, number of shares, weighted-average exercise price and remaining contractual lives by groups of similar price on a discontinued basis as of December 31, 2020:
−Removed: Weighted- Outstanding Exercisable
−Removed: Average Weighted- Weighted-
−Removed: Range of Number of Shares Outstanding Remaining Average Number of Shares Exercisable Average
−Removed: Exercise Contractual Life Exercise Exercise
−Removed: Price (in years) Price Price
$ 75.05 - $ 75.05 39,139 6.1 75.05 — —
−Removed: Stock option activity and related information on a discontinued basis was as follows:
342,540 $ 58.44 267,483 $ 55.01
−Removed: Weighted- Weighted- Weighted-
−Removed: Average Average Average
−Removed: Stock Exercise Stock Exercise Stock Exercise
−Removed: Options Price Options Price Options Price
−Removed: Outstanding at beginning of year 14 $ 52.15 26 $ 49.00 22 $ 47.49
−Removed: Granted — — — — 4 58.40
+Added: As of December 31, 2021 , the total intrinsic value of outstanding and exercisable stock options was $ 21,459 and $ 17,677 , respectively.
+Added: The total intrinsic value of stock options exercised during 2021, 2020 and 2019 was $ 2,137 , $ 1,568 and $ 2,196 , respectively.
+Added: Stock option transactions during the year ended December 31, 2021 on a discontinued operation basis were as follows:
+Added: Number of Shares Weighted Average Exercise Price
+Added: Outstanding as of January 1 14 $ 52.15
Exercised ( 14 ) 52.15
−Removed: Forfeited — — — — — —
−Removed: Outstanding at end of year 14 $ 52.15 14 $ 52.15 26 $ 49.00
−Removed: Exercisable at end of year 14 $ 52.15 9 $ 51.35 17 $ 47.74
−Removed: Weighted-average fair value of stock options granted during the year $ — $ — $ 16
−Removed: Aggregate intrinsic value for stock options exercised $ — $ 193 $ —
−Removed: Average aggregate intrinsic value for stock options outstanding $ 54
−Removed: Average aggregate intrinsic value for exercisable stock options $ 54
−Removed: 2020 December 31,
−Removed: 2019 December 31,
−Removed: Share-based compensation expense for stock options $ 22 $ 41 $ 57
−Removed: Tax benefit for stock options exercised $ 6 $ 11 $ 14
−Removed: Unrecognized compensation expense for stock options $ —
−Removed: Weighted average period over which unrecognized compensation expense will be recognized (years) —
+Added: Forfeited or Canceled — —
+Added: Outstanding as of December 31 — $ —
FORWARD AIR CORPORATION
2 unchanged sentences
(In thousands, except per share data)
−Removed: Employee Activity – Restricted Shares
+Added: The total fair value of stock options vested during 2020 and 2019 was $ 58 , and $ 56 , respectively.
+Added: There were no stock options vested during 2021.The total intrinsic value of stock options exercised during 2021 and 2019 was $ 458 , and $ 193 , respectively.
+Added: There were no stock options exercised during 2020.
+Added: Restricted Shares
The Company’s primary long-term incentive plan is a restricted share award plan that entitles employees to receive a share of the Company’s common stock subject to vesting requirements based on continued employment.
−Removed: Shares granted under the restricted share award plan are restricted from sale or transfer until vesting, and restrictions lapse in three equal installments beginning one year after the date of grant.
+Added: 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.
−Removed: The compensation expense associated with these awards is amortized ratably over the requisite service period.
+Added: Share-based compensation expense associated with these awards is amortized ratably over the requisite service period.
All forfeitures are recognized as incurred.
−Removed: Restricted share activity and related information on a continuing basis was as follows:
−Removed: December 31, 2020 December 31, 2019 December 31, 2018
−Removed: Weighted- Weighted- Weighted-
−Removed: Average Average Average
−Removed: Restricted Grant Date Restricted Grant Date Restricted Grant Date
−Removed: Shares Fair Value Shares Fair Value Shares Fair Value
−Removed: Outstanding at beginning of year 264 $ 58.34 302 $ 54.92 216 $ 46.73
+Added: Restricted share transactions on a continuing operations basis for the year ended December 31, 2021 were as follows:
+Added: Number of Shares Weighted Average Grant Date Fair Value
+Added: Outstanding as of January 1 213 $ 62.78
Granted 109 75.35
1 unchanged sentence
Forfeited ( 21 ) 69.08
−Removed: Outstanding at end of year 213 $ 62.78 264 $ 58.34 302 $ 54.92
−Removed: Total fair value of shares vested during the year $ 9,180 $ 7,684 $ 5,758
−Removed: 2020 December 31,
−Removed: 2019 December 31,
−Removed: Share-based compensation expense for restricted shares $ 7,310 $ 7,936 $ 6,633
−Removed: Tax benefit for the vesting of restricted shares $ 1,747 $ 1,951 $ 1,660
−Removed: Unrecognized compensation expense for restricted shares $ 7,767
−Removed: Weighted average period over which unrecognized compensation expense will be recognized (years) 1.7
+Added: Outstanding as of December 31 191 $ 69.84
+Added: The weighted average grant-date fair value of the restricted shares granted under the Plan during the years ended December 31, 2021 , 2020 and 2019 were $ 75.35 , $ 65.88 and $ 59.49 , respectively.
+Added: The total fair value of restricted shares that vested during 2021, 2020 and 2019 was $ 8,487 , $ 9,180 , and $ 7,684 , respectively.
+Added: As of December 31, 2021, the total share-based compensation expense related to restricted shares not yet recognized was $ 7,794 , and the weighted average period over which it is expected to be recognized is approximately two years .
FORWARD AIR CORPORATION
2 unchanged sentences
(In thousands, except per share data)
−Removed: Restricted share activity and related information on a discontinued basis was as follows:
−Removed: 2020 2019 2018
−Removed: Weighted- Weighted- Weighted-
−Removed: Average Average Average
−Removed: Restricted Grant Date Restricted Grant Date Restricted Grant Date
−Removed: Shares Fair Value Shares Fair Value Shares Fair Value
−Removed: Outstanding at beginning of year 13 $ 54.93 13 $ 55.16 11 $ 46.71
−Removed: Granted 6 63.24 5 59.07 10 59.46
+Added: Restricted share transactions on a discontinued operation basis for the year ended December 31, 2021 were as follows:
+Added: Number of Shares Weighted Average Grant Date Fair Value
+Added: Outstanding as of January 1 8 $ 60.83
Vested ( 4 ) 60.54
Forfeited ( 4 ) 63.62
−Removed: Outstanding at end of year 8 $ 60.83 13 $ 54.93 13 $ 55.16
−Removed: Total fair value of shares vested during the year $ 625 $ 270 $ 282
−Removed: 2020 December 31,
−Removed: 2019 December 31,
−Removed: Share-based compensation expense for restricted shares $ 71 $ 65 $ 241
−Removed: Tax benefit for the vesting of restricted shares $ 71 $ 66 $ 72
−Removed: Unrecognized compensation expense for restricted shares $ 270
−Removed: Weighted average period over which unrecognized compensation expense will be recognized (years) 1.8
−Removed: Employee Activity – Performance Shares
+Added: Outstanding as of December 31 — $ —
+Added: The weighted average grant-date fair value of the restricted shares granted under the Plan during the years ended December 31, 2020 and 2019 were $ 63.24 and $ 59.07 , respectively.
+Added: The total fair value of restricted shares that vested during 2021, 2020 and 2019 was $ 364 , $ 625 , and $ 270 , respectively.
+Added: Performance Shares
Certain executives and key employees are eligible to receive grants of performance awards.
−Removed: The performance share agreement provides for awards of shares of the Company’s common stock 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 Company’s Board of Directors.
+Added: The performance share agreement provides for awards 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 Company’s Board of Directors.
Performance targets are set at the beginning of each three-year measurement period.
3 unchanged sentences
Awards earned are paid in shares of common stock of the Company at the end of the vesting period.
−Removed: The compensation expense associated with these awards is amortized ratably over the vesting period.
−Removed: Depending on the financial target, the compensation expense is based on the projected assessment of the level of performance that will be achieved.
+Added: Share-based compensation expense associated with these awards is amortized ratably over the vesting period.
+Added: Depending on the financial target, share-based compensation expense is determined based on the projected assessment of the level of performance that will be achieved.
All forfeitures are recognized as incurred.
−Removed: The grant-date fair value of performance shares granted with a financial target based on the Company’s total shareholder return was estimated using a Monte Carlo simulation.
−Removed: The weighted average assumptions under the Monte Carlo simulation model were as follows for the years ended December 31, 2020, 2019 and 2018:
−Removed: FORWARD AIR CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: December 31, 2020
−Removed: (In thousands, except per share data)
+Added: The grant-date fair value of performance shares granted with a financial target based on the Company’s total shareholder return was estimated using a Monte Carlo simulation model.
+Added: The weighted average grant-date fair value of performance awards granted under the Plan and the weighted average assumptions under the Monte Carlo simulation model were as follows for the years ended December 31, 2021, 2020 and 2019:
2021 December 31,
2020 December 31,
+Added: Weighted average grant-date fair value $ 87.33 $ 69.15 $ 61.42
+Added: Weighted average assumptions under the Monte Carlo simulation model:
Expected stock price volatility 34.5 % 23.5 % 23.4 %
Weighted average risk-free interest rate 0.2 % 1.4 % 2.5 %
−Removed: Performance share activity was as follows and is presented as if the Company were to achieve its target level of performance, on a continuing basis:
−Removed: 2020 December 31,
−Removed: 2019 December 31,
−Removed: Weighted- Weighted- Weighted-
−Removed: Average Average Average
−Removed: Performance Grant Date Performance Grant Date Performance Grant Date
−Removed: Shares Fair Value Shares Fair Value Shares Fair Value
−Removed: Outstanding at beginning of year 58 $ 62.44 62 $ 58.40 66 $ 57.63
−Removed: Granted 38 69.15 28 61.42 17 72.30
−Removed: Additional shares awarded based on actual performance level achieved 13 51.13 — — — —
−Removed: Vested ( 33 ) 51.13 ( 22 ) 63.57 — —
−Removed: Forfeited ( 11 ) 66.37 ( 10 ) 62.77 ( 21 ) 67.28
−Removed: Outstanding at end of year 65 $ 67.62 58 $ 62.44 62 $ 58.40
−Removed: 2020 December 31,
−Removed: 2019 December 31,
−Removed: Share-based compensation expense for performance shares $ 1,242 $ 1,103 $ 1,208
−Removed: Tax benefit for vesting of performance shares $ 306 $ 278 $ 304
−Removed: Unrecognized compensation expense for performance shares $ 2,095
−Removed: Weighted average period over which unrecognized compensation expense will be recognized (years) 1.9
FORWARD AIR CORPORATION
2 unchanged sentences
(In thousands, except per share data)
−Removed: Performance share activity was as follows and is presented as if the Company were to achieve its target level of performance, on a discontinued basis:
−Removed: 2020 2019 2018
−Removed: Weighted- Weighted- Weighted-
−Removed: Average Average Average
−Removed: Performance Grant Date Performance Grant Date Performance Grant Date
−Removed: Shares Fair Value Shares Fair Value Shares Fair Value
−Removed: Outstanding at beginning of year 4 $ 62.05 3 $ 57.90 3 $ 57.03
+Added: Performance award transactions for the year ended December 31, 2021 on a continuing operations basis were as follows assuming target levels of performance:
+Added: Number of Shares Weighted Average Grant Date Fair Value
+Added: Outstanding as of January 1 65 $ 67.62
Granted 36 87.33
−Removed: Additional shares awarded based on actual performance level achieved 1 51.13 — — — —
−Removed: Vested ( 2 ) 51.13 ( 1 ) 63.57 — —
−Removed: Forfeited ( 4 ) 65.69 — — ( 1 ) 67.28
−Removed: Outstanding at end of year — $ — 4 $ 62.05 3 $ 57.90
−Removed: 2020 December 31,
−Removed: 2019 December 31,
−Removed: Share-based compensation expense for performance shares $ ( 8 ) $ 73 $ 55
−Removed: Tax benefit for the vesting of performance shares $ ( 2 ) $ 18 $ 14
−Removed: Unrecognized compensation expense for performance shares $ —
−Removed: Weighted average period over which unrecognized compensation expense will be recognized (years) —
−Removed: Employee Activity – Employee Stock Purchase Plan
+Added: Earned ( 11 ) 72.30
+Added: Forfeited or unearned ( 11 ) 70.22
+Added: Outstanding as of December 31 79 $ 75.61
+Added: As of December 31, 2021, 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 will be achieved, was $ 3,618 , and the weighted average period over which it is expected to be recognized is approximately two years .
+Added: The excess tax benefit realized for tax deductions in the United States related to the exercise of stock options, vesting of restricted stock and vesting of performance awards under the Pl an was $ 911 , $ 2,340 , and $ 2,621 for the years ended December 31, 2021, 2020 and 2019, respectively, on a continuing operations basis.
+Added: The excess tax benefit realized for tax deductions in the United States related to the exercise of stock options, vesting of restricted stock and vesting of performance awards under the Plan was $ 95 , $ 75 , and $ 95 for the years ended December 31, 2021, 2020 and 2019, respectively, on a discontinued operation basis.
+Added: Employee Stock Purchase Plan
Under the 2005 Employee Stock Purchase Plan (the “ESPP”), the Company is authorized to issue up to a remaining 323 shares of common stock to employees.
1 unchanged sentence
Common stock purchases are paid for through periodic payroll deductions and/or up to two lump sum contributions.
−Removed: FORWARD AIR CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: December 31, 2020
−Removed: (In thousands, except per share data)
−Removed: Employee stock purchase plan activity and related information was as follows on a continuing basis:
+Added: Employee stock purchase plan activity and related information was as follows on a continuing operations basis:
December 31, 2021 December 31, 2020 December 31, 2019
−Removed: 2020 2019 2018
−Removed: Shares purchased by employees 14 11 8
+Added: Shares purchased by participants under the ESPP 12 14 11
Average purchase price $ 75.71 $ 44.24 $ 51.50
1 unchanged sentence
$ 30.68 $ 20.99 $ 13.68
−Removed: Share-based compensation expense for ESPP shares $ 292 $ 150 $ 54
+Added: Share-based compensation expense for ESPP $ 369 $ 292 $ 150
1 Equal to the discount from the market value of the common stock at the end of each six month purchase period
−Removed: Employee stock purchase plan activity and related information was as follows on a discontinued basis:
+Added: Employee stock purchase plan activity and related information was as follows on a discontinued operation basis:
+Added: FORWARD AIR CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: December 31, 2021
+Added: (In thousands, except per share data)
December 31, 2021 December 31, 2020 December 31, 2019
−Removed: 2020 2019 2018
−Removed: Shares purchased by employees 1 1 1
+Added: Shares purchased by participants under the ESPP — 1 1
Average purchase price $ — $ 44.35 $ 51.39
1 unchanged sentence
$ — $ 18.11 $ 13.48
−Removed: Share-based compensation expense for ESPP shares $ 20 $ 13 $ 5
+Added: Share-based compensation expense for ESPP $ — $ 20 $ 13
1 Equal to the discount from the market value of the common stock at the end of each six month purchase period
−Removed: Non-employee Director Activity – Restricted Shares
+Added: 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 common shares may be issued.
4 unchanged sentences
If a director elects to defer receipt, the Company will issue deferred stock units in which the director does not have voting rights or other incidents of ownership until the shares are issued.
−Removed: Each deferred stock unit is eligible for a dividend equivalent in the form of additional restricted stock units for each cash dividend payment paid by the Company.
+Added: Each deferred stock unit is eligible for a dividend equivalent in the form of additional restricted stock units for each cash dividend paid by the Company.
FORWARD AIR CORPORATION
2 unchanged sentences
(In thousands, except per share data)
−Removed: Non-employee director restricted share activity and related information was as follows on a continuing basis:
−Removed: 2020 December 31,
−Removed: 2019 December 31,
−Removed: Restricted Weighted- Restricted Weighted- Restricted Weighted-
−Removed: Shares and Average Shares and Average Shares and Average
−Removed: Deferred Grant Date Deferred Grant Date Deferred Grant Date
−Removed: Stock Units Fair Value Stock Units Fair Value Stock Units Fair Value
−Removed: Outstanding at beginning of year 16 $ 62.17 15 $ 58.50 11 $ 52.00
+Added: Director restricted share transactions for the year ended December 31, 2021 were a s follows:
+Added: Number of Shares Weighted Average Grant Date Fair Value
+Added: Outstanding as of January 1 24 $ 42.88
Granted 17 93.39
1 unchanged sentence
Forfeited — —
−Removed: Outstanding at end of year 24 $ 42.88 16 $ 62.17 15 $ 58.50
−Removed: Total fair value of shares vested during the year $ 771 $ 970 $ 615
+Added: Outstanding as of December 31 15 $ 93.46
2021 December 31,
1 unchanged sentence
Share-based compensation expense for restricted shares $ 1,436 $ 1,026 $ 970
−Removed: Tax benefit for the vesting of restricted shares $ 253 $ 244 $ 195
−Removed: Unrecognized compensation expense for restricted shares $ 376
−Removed: Weighted average period over which unrecognized compensation expense will be recognized (years) 0.4
−Removed: FORWARD AIR CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: December 31, 2020
−Removed: (In thousands, except per share data)
−Removed: Net Income (Loss) per Share
−Removed: A reconciliation of net income attributable to Forward Air and weighted-average common shares outstanding for purposes of calculating basic and diluted net income per share during the years ended December 31, 2020, 2019 and 2018 is as follows:
−Removed: 2020 2019 2018
−Removed: Net income and comprehensive income from continuing operations $ 52,767 $ 82,322 $ 88,563
−Removed: Net (loss) income and comprehensive (loss) income from discontinued operation ( 29,034 ) 4,777 3,488
−Removed: Net income attributable to Forward Air $ 23,733 $ 87,099 $ 92,051
−Removed: Income allocated to participating securities ( 385 ) ( 945 ) ( 881 )
−Removed: Numerator for basic and diluted net income per share for continuing operations $ 52,382 $ 81,377 $ 87,682
−Removed: Numerator for basic and diluted net (loss) income per share for discontinued operation $ ( 29,034 ) $ 4,777 $ 3,488
−Removed: Denominator for basic net income per share - weighted-average number of common shares outstanding 27,631 28,195 29,076
−Removed: Dilutive stock options and performance share awards 66 113 114
−Removed: Denominator for diluted net income per share - weighted-average number of common shares and common share equivalents outstanding 27,697 28,308 29,190
−Removed: Basic net income (loss) per share:
−Removed: Continuing operations $ 1.90 $ 2.89 $ 3.02
−Removed: Discontinued operation ( 1.05 ) 0.17 0.12
−Removed: Net income per share 1
−Removed: $ 0.84 $ 3.06 $ 3.14
−Removed: Diluted net income (loss) per share:
−Removed: Continuing operations $ 1.89 $ 2.87 $ 3.00
−Removed: Discontinued operation ( 1.05 ) 0.17 0.12
−Removed: Net income per share $ 0.84 $ 3.04 $ 3.12
−Removed: 1 Rounding may impact summation of amounts.
−Removed: The number of shares that were not included in the calculation of net income per diluted share because to do so would have been anti-dilutive for the years ended December 31, 2020, 2019 and 2018 are as follows:
−Removed: 2020 2019 2018
−Removed: Anti-dilutive stock options 206 183 126
−Removed: Anti-dilutive performance shares 15 — 16
−Removed: Anti-dilutive restricted shares and deferred stock units 3 — 9
−Removed: Total anti-dilutive shares 224 183 151
+Added: Excess tax benefit for the vesting of restricted shares $ 342 $ 253 $ 244
+Added: The total fair value of restricted shares that vested during 2021, 2020 and 2019 was $ 2,514 , $ 771 , and $ 970 , respectively.
+Added: As of December 31, 2021, the total share-based compensation expense related to the restricted shares not yet recognized was $ 527 , and the weighted average period over which it is expected to be recognized is less than one year .
The Company or one of its subsidiaries files income tax returns in the U.S.
2 unchanged sentences
federal, state and local, or Canadian examinations by tax authorities for years before 2014.
−Removed: FORWARD AIR CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: December 31, 2020
−Removed: (In thousands, except per share data)
The provision for income taxes by location of the taxing jurisdiction for the years ended December 31, 2021 , 2020 and 2019 consisted of the following:
9 unchanged sentences
federal statutory income tax rate (21.0% for 2021 , 2020 and 2019 ) to the provision for income taxes reflected in the Company’s Consolidated Statements of Comprehensive Income for the years ended December 31, 2021 , 2020 and 2019 is as follows:
+Added: FORWARD AIR CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: December 31, 2021
+Added: (In thousands, except per share data)
2021 2020 2019
8 unchanged sentences
$ 38,872 $ 16,593 $ 27,382
−Removed: FORWARD AIR CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: December 31, 2020
−Removed: (In thousands, except per share data)
The significant components of the deferred tax assets and liabilities at December 31, 2021 and 2020 were as follows:
6 unchanged sentences
Accruals for income tax contingencies 154 166
+Added: Capital loss carryforwards 4,230 —
Net operating loss carryforwards 647 671
11 unchanged sentences
The Company paid income taxes, net of refunds, of $ 35,766 , $ 13,463 and $ 19,959 for the years ended December 31, 2021, 2020 and 2019, respectively.
−Removed: The Company maintains a valuation allowance to reserve against its state net operating loss carryforwards.
+Added: The sale of Pool resulted in a capital loss in the amount of $ 4,230 , which expires in 2026.
+Added: The Company concluded that it was more likely than not that the capital loss carryforward will not be realized and therefore, established a valuation allowance of $ 4,230 to reserve against its capital loss carryforward.
+Added: The Company also maintains a valuation allowance to reserve against its state net operating loss carryforwards of $ 395 .
A valuation allowance is established when it is more likely than not that some portion or all of the deferred tax assets will not be realized.
2 unchanged sentences
The Company believes it is more likely than not that it will realize its remaining net deferred tax assets, net of the valuation allowance, in future years.
−Removed: As a result of the Towne acquisition, the Company had approximately $ 2,000 and $ 10,258 of federal net operating losses as of December 31, 2019 and 2018, respectively.
−Removed: The Company fully utilized the federal net operating losses in 2020.
−Removed: At December 31, 2020 and 2019, the Company had a state net operating loss carryforward of $ 16,926 , and at December 31, 2018, the Company had a state net operating loss carryforward of $ 18,148 , that expire between 2020 and 2031.
−Removed: The state net operating loss carryforwards are limited to the future taxable income of separate legal entities.
−Removed: The valuation allowance on the state net operating loss carryforwards increased $ 35 during 2018.
−Removed: No change in the valuation allowance during 2020 and 2019.
FORWARD AIR CORPORATION
2 unchanged sentences
(In thousands, except per share data)
+Added: As a result of the Towne acquisition, the Company had approximately $ 2,000 of federal net operating losses which the Company fully utilized in 2020.
+Added: As of December 31, 2021, the Company had state net operating loss carryforwards of $ 13,819 , and as of both December 31, 2020 and 2019, the Company had state net operating loss carryforwards of $ 16,926 , that expire between 2021 and 2032.
+Added: The state net operating loss carryforwards are limited to the future taxable income of separate legal entities.
+Added: The valuation allowance on the state net operating loss carryforwards stayed the same in 2021, 2020 and 2019.
A reconciliation of the beginning and ending amount of unrecognized tax benefits as of and during the years ended December 31, 2021 and 2020 is as follows:
9 unchanged sentences
At December 31, 2021 and 2020, the Company had accrued interest and penalties related to unrecognized tax benefits of $ 88 and $ 168 , respectively.
−Removed: The Company leases certain facilities under noncancelable operating leases.
−Removed: The Company has entered into or assumed through acquisitions operating and finance leases for equipment including tractors, straight trucks, forklifts and trailers.
+Added: The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in “Interest expense, net” and “Other operating expenses”, respectively.
+Added: The Company leases certain land, buildings, equipment and office equipment under finance and operating leases.
+Added: Equipment includes tractors, straight trucks, forklifts and trailers.
Equipment under a finance lease is amortized over the shorter of the lease term or its estimated useful life.
1 unchanged sentence
Since the Company is not relieved of its obligation under these leases, a right-of-use lease asset and corresponding operating lease liability is recorded.
−Removed: Sublease rental income was approximately $ 1,628 , $ 1,634 and $ 1,213 in 2020, 2019 and 2018, respectively.
+Added: Sublease rental income was $ 2,050 , $ 1,628 and $ 1,634 in 2021, 2020 and 2019, respectively.
In 2022, the Company expects to receive aggregate future minimum rental payments under noncancelable subleases of approximately $ 1,058 .
2 unchanged sentences
The Company does not account for lease components separately from nonlease components.
−Removed: The Company has certain leases that include one or more options to renew, with renewal periods ranging from one to ten years.
−Removed: The exercise of the lease renewal options is at the discretion of the Company and are included in the determination of the right-of-use asset and operating lease liability when the option is reasonably certain of being exercised.
−Removed: The depreciable life of right-of-use assets and leasehold improvements are limited by the expected lease term.
+Added: The Company has certain leases that include one or more options to renew, with renewal periods ranging from one to 25 years.
+Added: The exercise of the lease renewal options is at the discretion of the Company and is included in the determination of the right-of-use asset and operating lease liability when the option is reasonably certain of being exercised.
+Added: The depreciable life of right-of-use assets and leasehold improvements is limited by the expected lease term.
The Company has certain lease agreements for equipment that include variable rental payments based on estimated mileage.
The variable rental payments are adjusted for periodically based on actual mileage.
+Added: In addition, the Company has certain lease agreements that include variable rental payments that are adjusted periodically for inflation based on the index rate as defined by the applicable government authority.
The Company’s lease agreements do not contain any residual value guarantees or restrictive covenants.
−Removed: In addition, the Company has contracts with Leased Capacity Providers.
−Removed: These contracts explicitly identify the tractors that should be operated by the Leased Capacity Providers and therefore, the Company concluded the contracts contain an embedded lease.
−Removed: The compensation of the Leased Capacity Providers, as specified in the contract, is variable based upon a rate per shipment and a rate per mile.
−Removed: Given the structure of the compensation, the variable amounts are excluded from the calculation of the right-of-use lease asset and corresponding operating lease liability.
−Removed: Instead, the variable amounts are disclosed as variable lease costs in the table below.
−Removed: For the years ended December 31, 2020, 2019 and 2018, approximately $ 325,542 , $ 328,282 and $ 286,571 , respectively, of variable lease costs related to the embedded leases were recorded in “Purchased transportation” in the Consolidated Statements of Comprehensive Income.
−Removed: The following table summarizes the Company's lease costs for the years ended December 31, 2020 and 2019, and other information:
+Added: The Company has contracts with Leased Capacity Providers.
+Added: Since the contracts explicitly identify the tractors operated by the Leased Capacity Providers, the Company determined the contracts contain an embedded lease.
+Added: The compensation of Leased Capacity Providers, as specified in the contract, is variable based upon a rate per shipment and a rate
FORWARD AIR CORPORATION
2 unchanged sentences
(In thousands, except per share data)
+Added: The variable amounts are excluded from the calculation of the right-of-use lease asset and corresponding operating lease liability and are disclosed as variable lease costs.
+Added: Variable lease costs related to the embedded leases were $ 353,347 , $ 325,542 and $ 328,282 , for the years ended December 31, 2021, 2020, and 2019, respectively, and were recorded in “Purchased transportation” in the Consolidated Statements of Comprehensive Income.
+Added: Total lease assets and liabilities as of December 31, 2021 and 2020 were as follows:
+Added: Lease Assets Classification December 31, 2021 December 31, 2020
+Added: Operating lease right-of-use assets Operating lease right-of-use assets $ 148,198 $ 123,338
+Added: Finance lease assets Property and equipment, net 1
+Added: Total leased assets $ 161,995 $ 129,980
+Added: Lease Liabilities Classification December 31, 2021 December 31, 2020
+Added: Operating Current portion of operating lease liabilities $ 47,532 $ 43,680
+Added: Finance Current portion of debt and finance lease obligations 4,588 1,801
+Added: Operating Operating lease liabilities, less current portion 101,409 80,346
+Added: Finance Finance lease obligations, less current portion 9,571 5,010
+Added: Total leased liabilities $ 163,100 $ 130,837
+Added: 1 Finance lease assets are recorded net of accumulated depreciation of $ 4,822 and $ 2,256 as of December 31, 2021 and 2020, respectively.
+Added: Total lease cost for 2021 and 2020 was as follows:
+Added: Classification December 31,
2021 December 31,
+Added: Operating lease cost Operating leases $ 54,561 $ 50,561
+Added: Short-term lease cost Operating leases 14,773 8,921
+Added: Variable lease cost Purchased transportation, operating leases and other operating expenses 367,779 339,148
+Added: Sublease income Operating revenue ( 2,050 ) ( 1,628 )
Finance lease cost:
−Removed: Amortization of leased assets $ 1,560 $ 1,019
−Removed: Interest on leased liabilities 197 129
−Removed: Operating lease cost 50,561 44,403
−Removed: Short-term lease cost 8,921 9,958
−Removed: Variable lease cost 339,148 339,923
−Removed: Sublease income ( 1,628 ) ( 1,634 )
+Added: Amortization of leased assets Depreciation and amortization 3,381 1,560
+Added: Interest on leased liabilities Interest expense, net 301 197
Total lease cost $ 438,745 $ 398,759
−Removed: Other information
−Removed: Cash paid for amounts included in the measurement of lease liabilities:
−Removed: Operating cash flows from finance leases $ 197 $ 129
−Removed: Operating cash flows from operating leases $ 50,263 $ 44,328
−Removed: Financing cash flows from finance leases $ 1,446 $ 946
−Removed: Leased assets obtained in exchange for finance lease obligations $ 1,927 $ 8,188
−Removed: Right-of-use assets obtained in exchange for operating lease liabilities $ 72,454 $ 181,069
−Removed: Weighted-average remaining lease term - finance leases (in years) 4.0 4.6
−Removed: Weighted-average remaining lease term - operating leases (in years) 3.7 3.7
−Removed: Weighted-average discount rate - finance leases 3.1 % 3.4 %
−Removed: Weighted-average discount rate - operating leases 3.2 % 3.4 %
−Removed: The aggregate future minimum lease payments under noncancelable operating and finance leases with remaining terms greater than one year as of December 31, 2020 were as follows:
−Removed: Payment Due Period Operating Leases Finance Leases
+Added: FORWARD AIR CORPORATION
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: December 31, 2021
+Added: (In thousands, except per share data)
+Added: Future minimum lease payments under noncancelable operating and finance leases with remaining terms greater than one year as of December 31, 2021 were as follows:
+Added: Operating Leases Finance Leases
2022 $ 52,832 $ 4,902
9 unchanged sentences
Long-term lease obligations $ 101,409 $ 9,571
+Added: The following table summarizes the weighted-average remaining lease term and weighted average discount rate:
+Added: December 31, 2021 December 31, 2020
+Added: Weighted average remaining lease term (in years):
+Added: Operating leases 4.1 3.7
+Added: Finance leases 3.5 4.0
+Added: Weighted average discount rate:
+Added: Operating leases 2.9 % 3.2 %
+Added: Finance leases 2.6 % 3.1 %
+Added: The following table summarizes the supplemental cash flow information for 2021 and 2020:
+Added: December 31, 2021 December 31, 2020
+Added: Cash paid for amounts included in the measurement of lease liabilities:
+Added: Operating cash flows from operating leases $ 53,981 $ 50,263
+Added: Operating cash flows from finance leases 301 197
+Added: Financing cash flows from finance leases 2,423 1,446
+Added: Right-of-use assets obtained in exchange for operating lease liabilities $ 74,736 $ 72,454
+Added: Leased assets obtained in exchange for finance lease obligations 9,673 1,927
Commitments and Contingencies
−Removed: As of December 31, 2020, the Company had unconditional purchase obligations of $ 2,551 to purchase forklifts during 2021.
+Added: As of December 31, 2021, the Company had unconditional purchase obligations of $ 3,172 to purchase forklifts and other equipment during 2022.
+Added: Contingencies
FORWARD AIR CORPORATION
2 unchanged sentences
(In thousands, except per share data)
−Removed: Contingencies
−Removed: The Company is party to various legal claims and actions incidental to its business.
−Removed: The Company believes none of these claims or actions, either individually or in the aggregate, is material to its business or financial statements as a whole, including its results of operations and financial condition.
−Removed: The Company is liable for claims related to vehicle liability, workers’ compensation, property damage and employee medical benefits.
−Removed: Insurance coverage provides the Company with primary and excess coverage, which the Company believes is sufficient to protect the Company from catastrophic claims.
+Added: The Company is party to various legal claims and actions incidental to its business, including claims related to vehicle liability, workers’ compensation, property damage and employee medical benefits.
+Added: The Company accrues for the uninsured portion of contingent losses from these and other pending claims when it is both probable that a liability has been incurred and the amount of loss can be reasonably estimated.
+Added: Based on the knowledge of the facts, the Company believes the resolution of claims and pending litigation, taking into account existing reserves, will not have a material adverse effect on our consolidated financial statements.
+Added: Moreover, the results of complex legal proceedings are difficult to predict, and the Company ’ s view of these matters may change in the future as the litigation and related events unfold.
+Added: Insurance coverage provides the Company with primary and excess coverage for claims related to vehicle liability, workers’ compensation, property damage and employee medical benefits.
For vehicle liability, the Company retains a portion of the risk.
2 unchanged sentences
Expedited Freight¹
−Removed: LTL business $ 3,000 Occurrence/Accident² $0 to $3,000 10/1/2020 to 10/1/2021
−Removed: Truckload business $ 2,000 Occurrence/Accident² $0 to $2,000 10/1/2020 to 10/1/2021
−Removed: LTL and Truckload businesses $ 6,000 Policy Term Aggregate³ $3,000 to $5,000 10/1/2020 to 10/1/2021
−Removed: LTL and Truckload businesses $ 5,000 Policy Term Aggregate³ $5,000 to $10,000 10/1/2020 to 10/1/2021
−Removed: Intermodal $ 250 Occurrence/Accident² $0 to $250 4/1/2020 to 10/1/2021
+Added: LTL business $ 3,000 Occurrence/Accident² $ 0 to $ 3,000
+Added: 10/1/2021 to 10/1/2022
+Added: Truckload business $ 2,000 Occurrence/Accident² $ 0 to $ 2,000
+Added: 10/1/2021 to 10/1/2022
+Added: LTL business $ 6,000 Policy Term Aggregate³ $ 3,000 to $ 5,000
+Added: 10/1/2021 to 10/1/2022
+Added: LTL, Truckload and Intermodal businesses $ 2,500 Policy Term Aggregate³ $ 5,000 to $ 10,000
+Added: 10/1/2021 to 10/1/2022
+Added: Intermodal $ 1,000 Occurrence/Accident² $ 0 to $ 1,000
+Added: 10/1/2021 to 10/1/2022
¹ Excluding the Final Mile business, which is primarily a brokered service.
4 unchanged sentences
Insurance coverage in excess of the self-insured retention limit is an important part of the Company’s risk management process.
+Added: The Company accrues for the costs of the uninsured portion of pending claims within the self-insured retention based on the nature and severity of individual claims and historical claims development trends.
The Company believes the recorded reserves are sufficient for all incurred claims up to the self-insured retention limits, including an estimate for claims incurred but not reported.
+Added: However, estimating the number and severity of claims, as well as related judgment or settlement amounts is inherently difficult, and the Company may fail to establish sufficient insurance reserves and adequately estimate for future insurance claims.
Since the ultimate resolution of outstanding claims as well as claims incurred but not reported is uncertain, it is possible that the reserves recorded for these losses could change materially in the near term.
−Removed: However, an estimate cannot be made of the range of additional loss that is at least reasonably possible.
+Added: Although, an estimate cannot be made of the range of additional loss that is at least reasonably possible.
During the year ended December 31, 2019, the Company recorded a $ 7,500 reserve for a vehicular claim related to one incident.
On December 15, 2020, the Company detected a Ransomware Incident impacting the Company’s operational and information technology systems, which caused service delays for the Company’s customers.
+Added: We incurred u nexpected costs and impacts from the Ransomware Incident, and may in the future, incur costs in connection with this Ransomware Incident.
Any failure to comply with data privacy, security or other laws and regulations could result in claims, legal or regulatory proceedings, inquires or investigations.
Employee Benefit Plan
−Removed: The Company sponsors a qualified defined contribution plan covering substantially all employees.
−Removed: Under the defined contribution plan, the Company contributes 25.0 % of the employee’s contribution up to a maximum of 6.0 % of annual compensation, subject to certain limits.
−Removed: The Company contributed approximately $ 1,683 , $ 1,554 and $ 1,311 for the years ended December 31, 2020, 2019 and 2018, respectively.
FORWARD AIR CORPORATION
2 unchanged sentences
(In thousands, except per share data)
+Added: The Company sponsors a qualified defined contribution plan covering substantially all employees.
+Added: Under the defined contribution plan, the Company contributes 25.0 % of the employee’s contribution up to a maximum of 6.0 % of annual compensation, subject to certain limits.
+Added: The Company contributed $ 2,091 , $ 1,683 and $ 1,554 for the years ended December 31, 2021, 2020 and 2019, respectively.
Fair Value of Financial Instruments
8 unchanged sentences
• Level 3 - Model-derived valuations in which one or more significant inputs are unobservable.
−Removed: As previously discussed in Note 3, Acquisitions, Goodwill, Intangible Assets and Long-Lived Assets, the fair value of the earn-out liability was determined using a Monte-Carlo simulation model.
−Removed: The significant inputs used in the model are derived from a combination of observable and unobservable market data.
−Removed: Observable inputs used in the Monte Carlo simulation model include the risk-free rate and the revenue volatility while unobservable inputs used in the Monte Carlo simulation model include the revenue discount rate and the estimated revenue projections.
+Added: As previously discussed in Note 3, Acquisitions, the estimated fair value of the earn-out liability was determined using either the Monte Carlo simulation model or the option pricing method.
+Added: The significant inputs used to calculate the estimated fair value are derived from a combination of observable and unobservable market data.
+Added: Observable inputs used in either the Monte Carlo simulation model or the option pricing method include the risk-free rate and the revenue volatility while unobservable inputs include the revenue discount rate and the estimated revenue projections.
Assets and liabilities measured at fair value on a recurring basis as of December 31, 2021 and 2020 are summarized below:
5 unchanged sentences
Earn-out liability $ — $ — $ 6,865 $ 6,865
−Removed: Cash and cash equivalents, accounts receivable, and accounts payable are valued at their carrying amounts in the Company’s Consolidated Balance Sheets, due to the immediate or short-term maturity of these financial instruments.
−Removed: The carrying amount of long-term debt under the Company’s credit facility approximate fair value based on the borrowing rates currently available to the Company for a loan with similar terms and average maturity.
+Added: Cash and cash equivalents, accounts receivable, other receivables, and accounts payable are valued at their carrying amounts in the Company’s Consolidated Balance Sheets, due to the immediate or short-term maturity of these financial instruments.
+Added: The carrying amount of long-term debt under the Company’s credit facility approximates fair value based on the borrowing rates currently available to the Company for a loan with similar terms and average maturity.
As of December 31, 2021, the estimated fair value of the Company’s finance lease obligation, based on current borrowing rates, was $ 14,312 , compared to its carrying value of $ 14,159 .
3 unchanged sentences
The losses on assets measured at fair value on a nonrecurring, discontinued operation basis are summarized below:
−Removed: Goodwill impairment charge 1
−Removed: Valuation allowance on assets held for sale 1
−Removed: 1 See Note 2, Discontinued Operation and Held for Sale .
FORWARD AIR CORPORATION
2 unchanged sentences
(In thousands, except per share data)
+Added: Earn-out asset impairment charge 1
+Added: Goodwill impairment charge 1
+Added: Valuation allowance on assets held for sale 1
+Added: 1 See Note 2, Discontinued Operation and Held for Sale .
Segment Reporting
5 unchanged sentences
Shared assets are not allocated to each segment, but rather the shared assets, such as trailers, are allocated to the Expedited Freight segment.
−Removed: The accounting policies applied to each segment are the same as those described in the Summary of Significant Accounting Policies as disclosed in Note 1, except for certain self-insurance loss reserves related to vehicle liability and workers’ compensation.
+Added: Corporate includes revenues and expenses as well as assets that are not attributable to any of the Company’s reportable segments.
+Added: The accounting policies applied to each segment are the same as those in Note 1, Operations and Summary of Significant Accounting Policies , except for certain self-insurance loss reserves related to vehicle liability and workers’ compensation.
Each segment is allocated an insurance premium and deductible that corresponds to the self-insured retention limit for that particular segment.
−Removed: Any self-insurance loss exposure beyond the deductible allocated to each segment is recorded in Eliminations & Other.
+Added: Any self-insurance loss exposure beyond the deductible allocated to each segment is recorded in Corporate.
+Added: For the year ended December 31, 2020, the Company recognized revenue of approximately $ 138,669 from one customer, which accounted for more than 10% of the Company’s consolidated revenues from continuing operations in the Consolidated Statements of Comprehensive Income and was included in the Expedited Freight reportable segment.
+Added: No single customer accounted for more than 10% of the Company’s consolidated revenues from continuing operations for the years ended December 31, 2021 or December 31, 2019.
FORWARD AIR CORPORATION
2 unchanged sentences
(In thousands, except per share data)
−Removed: Segment results from operations for the years ended December 31, 2020, 2019 and 2018 are as follows.
−Removed: Year ended December 31, 2020 Expedited Freight Intermodal Eliminations & Other Consolidated
+Added: Segment results from operations for the years ended December 31, 2021, 2020 and 2019 were as follows:
+Added: Year Ended December 31, 2021 Expedited Freight Intermodal Corporate Eliminations Consolidated - Continuing Operations
External revenues $ 1,373,313 $ 289,171 $ — $ — $ 1,662,484
3 unchanged sentences
Income (loss) from continuing operations 139,321 30,117 ( 10,137 ) — 159,301
−Removed: Total assets 905,081 221,963 ( 153,750 ) 973,294
Purchases of property and equipment 36,364 2,745 — — 39,109
−Removed: Year ended December 31, 2019 (As Adjusted) Expedited Freight Intermodal Eliminations & Other Consolidated
+Added: Year Ended December 31, 2020 Expedited Freight Intermodal Corporate Eliminations Consolidated - Continuing Operations
External revenues $ 1,070,106 $ 199,567 $ — $ — $ 1,269,673
3 unchanged sentences
Income (loss) from continuing operations 71,266 16,391 ( 13,733 ) — 73,924
−Removed: Total assets 717,555 206,576 ( 24,909 ) 899,222
Purchases of property and equipment 19,820 448 — — 20,268
−Removed: Year ended December 31, 2018 (As Adjusted) Expedited Freight Intermodal Eliminations & Other Consolidated
+Added: Year Ended December 31, 2019 Expedited Freight Intermodal Corporate Eliminations Consolidated - Continuing Operations
External revenues $ 997,877 $ 217,606 $ — $ — $ 1,215,483
3 unchanged sentences
Income (loss) from continuing operations 103,640 23,679 ( 14,903 ) — 112,416
−Removed: Total assets 555,501 167,002 ( 10,193 ) 712,310
Purchases of property and equipment 21,290 717 — — 22,007
−Removed: Revenue from the individual services within the Expedited Freight segment for the years ended December 31, 2020, 2019 and 2018 are as follows:
−Removed: Year ended Year ended Year ended
+Added: As of December 31, 2021 $ 777,987 $ 249,467 $ 90,588 $ ( 219 ) $ 1,117,823
+Added: As of December 31, 2020 706,396 183,073 84,370 ( 545 ) 973,294
+Added: A reconciliation from the segment information to the consolidated balances for revenues and total assets is set forth below:
2021 December 31,
2020 December 31,
−Removed: Expedited freight revenue:
−Removed: Network $ 625,517 $ 675,312 $ 677,416
−Removed: Truckload $ 194,058 $ 196,855 $ 196,980
−Removed: Final Mile $ 224,475 $ 100,555 $ 39,400
−Removed: Other 28,251 28,212 28,171
−Removed: Total $ 1,072,301 $ 1,000,934 $ 941,967
+Added: Intersegment revenues - continuing operations $ ( 57 ) $ ( 100 ) $ ( 296 )
+Added: Intersegment revenues - discontinued operation 57 100 296
+Added: Consolidated intersegment revenues $ — $ — $ —
FORWARD AIR CORPORATION
2 unchanged sentences
(In thousands, except per share data)
−Removed: Quarterly Results of Operations (Unaudited)
−Removed: The following is a summary of the quarterly results of operations for the years ended December 31, 2020 and 2019:
−Removed: March 31 June 30 September 30 December 31
−Removed: Operating revenue $ 305,557 $ 281,678 $ 331,997 $ 350,341
−Removed: Net income from continuing operations $ 11,417 $ 9,225 $ 16,992 $ 15,133
−Removed: Loss from discontinued operation, net of tax ( 3,042 ) ( 6,071 ) ( 345 ) ( 19,576 )
−Removed: Net income $ 8,375 $ 3,154 $ 16,647 $ ( 4,443 )
−Removed: Basic net income (loss) per share:
−Removed: Continuing operations $ 0.41 $ 0.33 $ 0.61 $ 0.55
−Removed: Discontinued operation ( 0.11 ) ( 0.22 ) ( 0.01 ) ( 0.72 )
−Removed: Net income per share $ 0.30 $ 0.11 $ 0.60 $ ( 0.17 )
−Removed: Diluted net income (loss) per share:
−Removed: Continuing operations $ 0.41 $ 0.33 $ 0.61 $ 0.55
−Removed: Discontinued operation ( 0.11 ) ( 0.22 ) ( 0.01 ) ( 0.72 )
−Removed: Net income per share $ 0.30 $ 0.11 $ 0.60 $ ( 0.17 )
−Removed: March 31 June 30 September 30 December 31
−Removed: Operating revenue $ 278,961 $ 302,887 $ 313,683 $ 319,656
−Removed: Net income from continuing operations $ 17,688 $ 21,244 $ 21,054 $ 22,336
−Removed: Income from discontinued operation, net of tax 719 1,086 1,141 1,832
−Removed: Net income $ 18,407 $ 22,330 $ 22,195 $ 24,168
−Removed: Basic net income per share:
−Removed: Continuing operations $ 0.61 $ 0.74 $ 0.74 $ 0.79
−Removed: Discontinued operation 0.03 0.04 0.04 0.07
−Removed: Net income per share $ 0.64 $ 0.78 $ 0.78 $ 0.86
−Removed: Diluted net income per share:
−Removed: Continuing operations $ 0.61 $ 0.74 $ 0.74 $ 0.79
−Removed: Discontinued operation 0.03 0.04 0.04 0.07
−Removed: Net income per share 1
−Removed: $ 0.64 $ 0.78 $ 0.78 $ 0.85
−Removed: 1 Rounding may impact summation of amounts.
−Removed: FORWARD AIR CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2021 December 31,
−Removed: (In thousands, except per share data)
−Removed: Subsequent Events
−Removed: Intermodal Acquisition
−Removed: On February 5, 2021, the Company entered into an agreement to acquire substantially all of the assets of Proficient Transport for $ 15,000 in cash and a potential earn-out up to $ 2,000 .
−Removed: On February 12, 2021, the Company sold Pool to Ten Oaks Group, for total consideration of $ 20,000 , consisting of an $ 8,000 upfront cash payment and a potential earn-out up to $ 12,000 .
+Added: Segment assets - continuing operations $ 1,117,823 $ 973,294
+Added: Current assets held for sale — 21,002
+Added: Noncurrent assets held for sale — 53,097
+Added: Consolidated total assets $ 1,117,823 $ 1,047,393
+Added: Revenue from the individual services within the Expedited Freight segment for the years ended December 31, 2021, 2020 and 2019 were as follows:
+Added: 2021 December 31,
+Added: 2020 December 31,
+Added: Expedited Freight revenues:
+Added: Network $ 840,429 $ 625,517 $ 675,312
+Added: Truckload 223,026 194,058 196,855
+Added: Final Mile 275,201 224,475 100,555
+Added: Other 35,614 28,251 28,212
+Added: Total $ 1,374,270 $ 1,072,301 $ 1,000,934
Forward Air Corporation
3 unchanged sentences
Expenses Charged to
−Removed: Other Operating Revenue Deductions
−Removed: -Described Balance at
+Added: Other Operating Revenue Deductions Balance at
Year ended December 31, 2021
16 unchanged sentences
2,440 752 3,339 4,083 2,448
−Removed: 1 Represents an allowance for revenue adjustments to accounts receivable resulting from future billing rate changes.
+Added: 1 Represents an allowance for revenue adjustments resulting from future billing rate changes.
2 Represents uncollectible accounts written off, net of recoveries.
9 unchanged sentences
10.4 * Form of Non-Qualified Stock Option Agreement under the registrant's Amended and Restated Stock Option and Incentive Plan (incorporated herein by reference to Exhibit 10.16 to the registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2010 filed with the Securities and Exchange Commission on February 24, 2011 (File No.
−Removed: 10.5 * Forward Air Corporation Executive Severance and Change in Control Plan, effective as of January 1, 2013 (incorporated herein by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 14, 2012 (File No.
10.5 * Forward Air Corporation Amended and Restated Stock Option and Incentive Plan, as further amended and restated on February 7, 2013 (incorporated herein by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 13, 2013 (File No.
−Removed: 10.7 * Form of Non-Qualified Stock Option Agreement for an award granted in February 2013, under the registrant's Amended and Restated Stock Option and Incentive Plan (incorporated herein by reference to Exhibit 10.4 to the registrant's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013, filed with the Securities and Exchange Commission on April 25, 2013 (File No.
10.6 First Amendment to the Forward Air Corporation Amended and Restated Stock Option and Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016, filed with the Securities and Exchange Commission on April 27, 2016 (File No.
7 unchanged sentences
10.13 * Form of CEO Nonqualified Stock Option Agreement under the registrant’s 2016 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.41 to the registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 22, 2017)
−Removed: 10.16 * Form of CEO Performance Share Agreement under the registrant’s 2016 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.42 to the registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 22, 2017)
−Removed: 10.17 * Form of CEO Restricted Stock Agreement under the registrant’s 2016 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.43 to the registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 22, 2017)
10.14 * Form of Nonqualified Stock Option Agreement under the registrant’s 2016 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.44 to the registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 22, 2017)
2 unchanged sentences
10.17 * Executive Mortgage Assistance Agreement (incorporated herein by reference to Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 27, 2017)
−Removed: 10.22 * Severance Agreement (incorporated herein by reference to Exhibit 10.3 to the registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 27, 2017)
10.18 * Forward Air Corporation 2016 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 27, 2017 (File No.
4 unchanged sentences
Bank National Association, as lender, and the other lenders party thereto (incorporated herein by reference to Exhibit 10.1 to the registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 1, 2020)
+Added: 10.20B Second Amendment dated July 20, 2021 to Credit Agreement dated September 29, 2017 by and among Forward Air Corporation and Forward Air, Inc., as borrowers, certain subsidiaries of the borrowers as guarantors, Bank of America, N.A., as administrative agent and lender, U.S.
+Added: Bank National Association, as lender and the other lenders part thereto (incorporated herein by reference to Exhibit 10.3 to the registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 10, 2021)
+Added: 10.20C Third Amendment, dated December 29, 2021, to the Credit Agreement dated September 29, 2017 by and among Forward Air Corporation and Forward Air, Inc., as borrowers, certain subsidiaries of the borrowers as guarantors, Bank of America, N.A., as administrative agent and lender, U.S.
+Added: Bank National Association, as lender and the other lenders part thereto (incorporated herein by reference to Exhibit 10.
+Added: 1 to the registrant’s Current Report on Form 8 - K filed with the Securities and Exchange Commission on January 5 , 202 2 )
10.21 * Form of CEO Nonqualified Stock Option Agreement under the registrant’s 2016 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.4 to the registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 26, 2018)
4 unchanged sentences
10.26 * Waiver and Acknowledgment, dated June 11, 2018 between Forward Air Corporation and Bruce Campbell (incorporated herein by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 12, 2018)
−Removed: 10.32 Amended and Restated Forward Air Corporation Executive Severance and Change in Control Plan, effective as of May 24, 2018 (incorporated herein by reference to Exhibit 10.1 to the registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 25, 2019)
10.27 Consulting Agreement effective May 7, 2019, between Forward Air Corporation and Bruce A.
6 unchanged sentences
Jewell (incorporated herein by reference to Exhibit 10.2 to the registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 31, 2020)
+Added: 10.32 Advisory Agreement effective April 5, 2021, between Forward Air Corporation and Michael J.
+Added: Morris (incorporated herein by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 4, 2021)
+Added: 10.33 Amendment No.
+Added: 1 dated October 29, 2021 to Advisory Agreement, dated October 29, 2021, between Forward Air Corporation and Michael J.
+Added: Morris (incorporated herein by reference to Exhibit 10.
+Added: 4 to the registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8 , 2021)
+Added: 10.34 Rebecca J.
+Added: Garbrick Offer Letter dated as of June 21, 2021 (incorporated herein by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 25, 2021 (File No.
+Added: 10.35 Form of CEO Nonqualified Stock Option Agreement under the registrant's 2016 Omnibus Incentive Compensation Plan
+Added: 10.36 Form of Non -Q ualified Stock Option Agreement under the registrant's 2016 Omnibus Incentive Compensation Plan
+Added: 10.37 Form of Performance Share Agreement (Total Shareholder Return) under the registrant's 2016 Omnibus Incentive Compensation Plan
+Added: 10.38 * Forward Air Corporat ion Executive Severance and Change in Control Plan Amended and Restated , effectiv e as of October 25, 2021
21.1 Subsidiaries of the registrant
6 unchanged sentences
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
+Added: 101.INS The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
+Added: 101.SCH XBRL Taxonomy Extension Schema
+Added: 101.CAL XBRL Taxonomy Extension Calculation Linkbase
+Added: 101.DEF XBRL Taxonomy Extension Definition Linkbase
+Added: 101.LAB XBRL Taxonomy Extension Label Linkbase
+Added: 101.PRE XBRL Taxonomy Extension Presentation Linkbase
+Added: 104 Cover Page Interactive File (formatted in Inline XBRL and contained in Exhibit 101).
*Denotes a management contract or compensatory plan or arrangement.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.