FORWARD AIR CORP 10-K

Item 9A. Controls and Procedures Disclosure Controls and Procedures Our management, including our principal executive and principal financial officers, has evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2022. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed in this annual report on Form 10-K has been appropriately recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, to allow timely decisions regarding required disclosure. Based on that evaluation, our principal executive and principal financial officers have concluded that our disclosure controls and procedures are effective at the reasonable assurance level. Management’s Report on Internal Control over Financial Reporting Management is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rules 13a-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance to management and the Board of Directors regarding the preparation and fair presentation of financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we assessed the effectiveness of our internal control over financial reporting as of December 31, 2022. In making this assessment, management used the framework set forth by the Committee on Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated Framework (“2013 Framework”). Based on our assessment, we have concluded, as of December 31, 2022, that our internal control over financial reporting was effective based on those criteria. Ernst & Young LLP, the independent registered public accounting firm that audited the Company’s consolidated financial statements for the year ended December 31, 2022, has issued an attestation report on the Company’s internal control over financial reporting. 46 Changes in Internal Control over Financial Reporting During the year ended December 31, 2022, we implemented a new enterprise resource planning (“ERP”) system that replaced legacy systems in which our financial transactions were processed and recorded. The new ERP system is a significant component of our disclosure controls and procedures. As a result of this implementation, we modified certain existing internal controls over financial reporting and will continue to evaluate the operating effectiveness of related controls in subsequent periods. Except for the implementation of the new ERP system, there were no changes in our internal control over financial reporting identified in connection with the evaluation described above that occurred during the year ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 47 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Forward Air Corporation Opinion on Internal Control over Financial Reporting We have audited Forward Air Corporation’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Forward Air Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria. 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, 2022 and 2021, the related consolidated statements of comprehensive income, shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2022, 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 March 1, 2023 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Atlanta, GA March 1, 2023 48 Item 9B. Other Information Not applicable. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable Part III Item 10. Directors, Executive Officers and Corporate Governance Information required by this item is incorporated herein by reference to our proxy statement for the 2023 Annual Meeting of Shareholders (the “2023 Proxy Statement”). The 2023 Proxy Statement will be filed with the SEC not later than 120 days subsequent to December 31, 2022. Item 11. Executive Compensation The information required by this item is incorporated herein by reference to the 2023 Proxy Statement. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters The information required by this item is incorporated herein by reference to the 2023 Proxy Statement. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this item is incorporated herein by reference to the 2023 Proxy Statement. Item 14. Principal Accounting Fees and Services The information required by this item is incorporated herein by reference to the 2023 Proxy Statement. Part IV Item 15. Exhibits, Financial Statement Schedules (a)(1) and (2) List of Financial Statements and Financial Statement Schedules. The response to this portion of Item 15 is submitted as a separate section of this report. (a)(3) List of Exhibits. The response to this portion of Item 15 is submitted as a separate section of this report. (b) Exhibits. The response to this portion of Item 15 is submitted as a separate section of this report. (c) Financial Statement Schedules. The response to this portion of Item 15 is submitted as a separate section of this report. 49 EXHIBIT INDEX No. Exhibit 3.1 Restated Charter of the registrant (incorporated herein by reference to Exhibit 3 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 28, 1999 (File No. 0-22490)) 3.2 Amended and Restated Bylaws of the registrant 4.1 Form of Forward Air Corporation Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 to the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1998 filed with the Securities and Exchange Commission on November 16, 1998 (File No. 0-22490)) 4.2 Description of Capital Stock 10.1 * Forward Air Corporation 2005 Employee Stock Purchase Plan (incorporated herein by reference to the registrant's Proxy Statement filed with the Securities and Exchange Commission on April 20, 2005 (File No. 0-22490)) 10.2 Air Carrier Certificate, effective August 28, 2003 (incorporated herein by reference to Exhibit 10.5 to the registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2003 filed with the Securities and Exchange Commission on March 11, 2004 (File No. 0-22490)) 10.3 Form of Director Indemnification Agreement (incorporated herein by reference to Exhibit 10.4 to the registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2017 filed with the Securities and Exchange Commission on February 23, 2018 (File No. 0-22490)) 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. 0-22490)) 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. 0-22490)) 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. 0-22490)) 10.7 * Form of Nonqualified Stock Option Agreement under the registrant’s Amended and Restated Stock Option and Incentive Plan (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 12, 2016 (File No. 0-22490)) 10.8 * Form of CEO Nonqualified Stock Option Agreement under the registrant’s Amended and Restated Stock Option and Incentive Plan (incorporated herein by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 12, 2016 (File No. 0-22490)) 10.9 * Form of Non-Employee Director Restricted Stock Units Agreement under the registrant’s Amended and Restated Non- Employee Director Stock Plan (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 May 10, 2016 (File No. 0-22490)) 10.10 * Form of Non-Employee Director Restricted Stock Agreement under the registrant’s Amended and Restated Non-Employee Director Stock Plan (incorporated herein by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 10, 2016 (File No. 0-22490)) 10.11 * Form of Employee Restricted Share Agreement under the registrant’s 2016 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016 filed with the Securities and Exchange Commission on July 27, 2016)) 10.12 * 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) 10.13 * 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) 10.14 * Form of Performance Share Agreement under the registrant’s 2016 Omnibus Compensation Plan (incorporated herein by reference to Exhibit 10.45 to the registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 22, 2017) 10.15 * Form of Notice of Grant of Performance Shares under the registrant’s 2016 Omnibus 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 April 27, 2017) 10.16 * 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. 0-22490)) 10.17 * Amended and Restated Non-Employee Director Stock Plan (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 27, 2017 (File No. 02-22490)) 10.18 Credit Agreement dated September 29, 2017 among Forward Air Corporation and Forward Air, Inc., as the borrowers, the subsidiaries of the borrowers identified therein as the guarantors, Bank of America, N.A., U.S. Bank National Association and the other lenders party thereto (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 October 3, 2017) 10.18A First Amendment dated April 16, 2020 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. 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) 10.18B 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. 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) 10.18C 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. Bank National Association, as lender and the other lenders part thereto (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 January 5, 2022) 10.19 * 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) 10.20 * Form of CEO Performance Share Agreement under the registrant’s 2016 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.5 to the registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 26, 2018) 10.21 * Form of CEO Restricted Stock Agreement under the registrant’s 2016 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.6 to the registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 26, 2018) 10.22 * Employment Agreement, dated June 6, 2018, between Forward Air Corporation and Thomas Schmitt (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 12, 2018) 10.23 * Restrictive Covenants Agreement, dated June 6, 2018, between Forward Air Corporation and Thomas Schmitt (incorporated herein by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 12, 2018) 10.24 * 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) 10.25 Consulting Agreement effective May 7, 2019, between Forward Air Corporation and Bruce A. Campbell (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 25, 2019) 10.26 Form of Performance Share Agreement (Total Shareholder Return) under the registrant's 2016 Omnibus Incentive Compensation Plan (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 25, 2019) 10.27 Form of Performance Share Agreement (EBITDA per Share) 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 25, 2019) 10.28 * Scott E. Schara Offer Letter, dated as of July 23, 2020 (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 July 27, 2020) 10.29 * Amended and Restated Consulting Agreement effective July 28, 2020, between Forward Air Corporation and Matthew J. 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) 10.3 Advisory Agreement effective April 5, 2021, between Forward Air Corporation and Michael J. 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) 10.31 Amendment No. 1 dated October 29, 2021 to Advisory Agreement, dated October 29, 2021, between Forward Air Corporation and Michael J. Morris (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 November 8, 2021) 10.32 Rebecca J. 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. 0-22490)) 10.33 Form of CEO Nonqualified Stock Option Agreement under the registrant's 2016 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.35 to the registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 202 2 ) 10.34 Form of Non-Qualified Stock Option Agreement under the registrant's 2016 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.3 6 to the registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 202 2 ) 10.35 Form of Performance Share Agreement (Total Shareholder Return) under the registrant's 2016 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.3 7 to the registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 202 2 ) 10.36 * Forward Air Corporation Executive Severance and Change in Control Plan Amended and Restated, effective as of October 25, 2021 (incorporated herein by reference to Exhibit 10.3 8 to the registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 202 2 ) 10.37 Separation and General Release Agreement between Scott E. Schara and Forward Air Corporation (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, 2022 filed with the Securities and Exchange Commission on May 09, 2022) 21.1 Subsidiaries of the registrant 23.1 Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm 31.1 Certification of Chief Executive Officer Pursuant to Exchange Act Rule 13a-14(a) (17 CFR 240.13a-14(a)) 31.2 Certification of Chief Financial Officer Pursuant to Exchange Act Rule 13a-14(a) (17 CFR 240.13a-14(a)) 32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document. 101.SCH XBRL Taxonomy Extension Schema 101.CAL XBRL Taxonomy Extension Calculation Linkbase 101.DEF XBRL Taxonomy Extension Definition Linkbase 101.LAB XBRL Taxonomy Extension Label Linkbase 101.PRE XBRL Taxonomy Extension Presentation Linkbase 104 Cover Page Interactive File (formatted in Inline XBRL and contained in Exhibit 101). *Denotes a management contract or compensatory plan or arrangement. SIGNATURES 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 Date: March 1, 2023 By: /s/ Rebecca J. Garbrick Rebecca J. Garbrick Chief Financial Officer and Treasurer (Principal Financial Officer and Duly Authorized Officer) 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 /s/ Thomas Schmitt Chairman, President and Chief Executive Officer March 1, 2023 Thomas Schmitt (Principal Executive Officer) /s/ Rebecca J. Garbrick Chief Financial Officer and Treasurer March 1, 2023 Rebecca J. Garbrick (Principal Financial Officer) /s/ R. Craig Carlock Lead Director March 1, 2023 R. Craig Carlock /s/ Ronald W. Allen Director March 1, 2023 Ronald W. Allen /s/ Ana B. Amicarella Director March 1, 2023 Ana B. Amicarella /s/ Valerie A. Bonebrake Director March 1, 2023 Valerie A. Bonebrake /s/ C. Robert Campbell Director March 1, 2023 C. Robert Campbell /s/ George Mayes Director March 1, 2023 George Mayes /s/ G. Michael Lynch Director March 1, 2023 G. Michael Lynch /s/ Laurie A. Tucker Director March 1, 2023 Laurie A. Tucker /s/ Chitra Nayak Director March 1, 2023 Chitra Nayak /s/ Scott Niswonger Director March 1, 2023 Scott Niswonger /s/ Javier Polit Director March 1, 2023 Javier Polit /s/ Richard Roberts Director March 1, 2023 Richard Roberts Annual Report on Form 10-K Item 8, Item 15(a)(1) and (2), (a)(3), (b) and (c) List of Financial Statements and Financial Statement Schedule Financial Statements and Supplementary Data Certain Exhibits Financial Statement Schedule Year Ended December 31, 2022 Forward Air Corporation Greeneville, Tennessee F-1 Forward Air Corporation Form 10-K — Item 8 and Item 15(a)(1) and (2) Index to Financial Statements and Financial Statement Schedule The following consolidated financial statements of Forward Air Corporation are included as a separate section of this report: Page No. Report of Ernst & Young LLP, Independent Registered Public Accounting Firm (PCAOB ID: 42 ) F- 3 Consolidated Balance Sheets — December 31, 2022 and 2021 F- 5 Consolidated Statements of Comprehensive Income — Years Ended December 31, 2022, 2021 and 2020 F- 6 Consolidated Statements of Shareholders’ Equity — Years Ended December 31, 2022, 2021 and 2020 F- 7 Consolidated Statements of Cash Flows — Years Ended December 31, 2022, 2021 and 2020 F- 8 Notes to Consolidated Financial Statements — December 31, 2022 F- 9 The following financial statement schedule of Forward Air Corporation is included as a separate section of this report. Schedule II - Valuation and Qualifying Accounts S- 1 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. F-2 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Forward Air Corporation Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Forward Air Corporation (the Company) as of December 31, 2022 and 2021, the related consolidated statements of comprehensive income, shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles. 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, 2022, 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, 2023 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter 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: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the 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. F-3 Self-Insurance Loss Reserves Description of the Matter The liability for self-insurance loss reserves totaled $68.7 million at December 31, 2022 which includes self-insurance reserves for vehicle liability claims. The long-term portion of this liability was included in “Other long-term liabilities,” and the remainder was included in “Insurance and claims accruals” on the Company’s Consolidated Balance Sheet. As more fully described in Note 1 to the consolidated financial statements, the self-insurance reserves include estimates for both known claims and future claims development and are based on company-specific and industry data, as well as general economic information. Auditing the Company’s self-insurance reserves for vehicle liability claims was complex, highly subjective and required significant judgment due to the actuarial techniques and significant assumptions used. The Company utilizes actuarial analyses to evaluate open claims and estimate the ongoing development exposure. 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. 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. To test the self-insurance loss reserves for vehicle liability claims, our audit procedures included, among others, evaluating the methodologies used and the significant actuarial assumptions discussed above, as well as performing substantive procedures over underlying data and calculations used in the analyses. We tested claims data by agreeing the data to supporting source documentation and payment information. We evaluated whether changes to the reserves for known claims were being recognized timely based on the underlying available data and current estimates. 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. /s/ Ernst & Young LLP We have served as the Company’s auditor since 1991 Atlanta, GA March 1, 2023 F-4 Forward Air Corporation Consolidated Balance Sheets (In thousands, except share data) December 31, 2022 December 31, 2021 Assets Current assets: Cash and cash equivalents $ 45,822 $ 37,316 Accounts receivable, less allowance of $ 3,158 in 2022 and $ 3,260 in 2021 221,028 208,085 Other receivables, less allowance of $ — in 2022 and $ — in 2021 — 8,097 Prepaid expenses 24,774 22,283 Other current assets 12,691 7,026 Total current assets 304,315 282,807 Property and equipment, net of accumulated depreciation and amortization of $ 220,669 in 2022 and $ 200,867 in 2021 249,080 219,095 Operating lease right-of-use assets 141,865 148,198 Goodwill 306,184 266,752 Other acquired intangibles, net of accumulated amortization of $ 123,325 in 2022 and $ 107,337 in 2021 154,801 154,717 Other assets 51,831 46,254 Total assets $ 1,208,076 $ 1,117,823 Liabilities and Shareholders’ Equity Current liabilities: Accounts payable $ 54,601 $ 44,837 Accrued expenses 54,291 61,621 Other current liabilities 3,956 4,614 Current portion of debt and finance lease obligations 9,444 6,088 Current portion of operating lease liabilities 47,106 47,532 Total current liabilities 169,398 164,692 Finance lease obligations, less current portion 15,844 9,571 Long-term debt, less current portion and debt issuance costs 106,588 155,466 Operating lease liabilities, less current portion 98,865 101,409 Other long-term liabilities 59,044 49,624 Deferred income taxes 51,093 43,407 Shareholders’ equity: Preferred stock, $ 0.01 par value: Authorized shares - 5,000,000 ; no shares issued or outstanding in 2022 and 2021 — — Common stock, $ 0.01 par value: Authorized shares - 50,000,000 ; issued and outstanding shares - 26,461,293 in 2022 and 26,968,788 in 2021 265 270 Additional paid-in capital 270,855 258,474 Retained earnings 436,124 334,910 Total shareholders’ equity 707,244 593,654 Total liabilities and shareholders’ equity $ 1,208,076 $ 1,117,823 The accompanying notes are an integral part of the consolidated financial statements. F-5 Forward Air Corporation Consolidated Statements of Comprehensive Income (In thousands, except per share data) Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Operating revenue $ 1,973,403 $ 1,662,427 $ 1,269,573 Operating expenses: Purchased transportation 906,549 833,075 650,664 Salaries, wages and employee benefits 347,970 327,814 270,785 Operating leases 97,094 79,633 69,720 Depreciation and amortization 47,386 39,552 37,125 Insurance and claims 49,759 42,186 34,912 Fuel expense 27,583 17,027 12,166 Other operating expenses 231,086 163,839 120,277 Total operating expenses 1,707,427 1,503,126 1,195,649 Income from continuing operations 265,976 159,301 73,924 Other expense: Interest expense, net ( 5,138 ) ( 4,338 ) ( 4,561 ) Other, net — — ( 3 ) Total other expense ( 5,138 ) ( 4,338 ) ( 4,564 ) Income before income taxes 260,838 154,963 69,360 Income tax expense 67,647 38,872 16,593 Net income from continuing operations 193,191 116,091 52,767 (Loss) income from discontinued operation, net of tax — ( 10,232 ) ( 29,034 ) Net income and comprehensive income $ 193,191 $ 105,859 $ 23,733 Basic net income per share: Continuing operations $ 7.17 $ 4.25 $ 1.90 Discontinued operation — ( 0.37 ) ( 1.05 ) Net income per basic share 1 $ 7.17 $ 3.87 $ 0.84 Diluted net income per share: Continuing operations $ 7.14 $ 4.22 $ 1.89 Discontinued operation — ( 0.37 ) ( 1.05 ) Net income per diluted share $ 7.14 $ 3.85 $ 0.84 Dividends per share: $ 0.96 $ 0.84 $ 0.75 1 Rounding may impact summation of amounts. The accompanying notes are an integral part of the consolidated financial statements. F-6 Forward Air Corporation Consolidated Statements of Shareholders' Equity (In thousands) Common Stock Additional Paid-in Capital Retained Earnings Total Shareholders’ Equity Shares Amount Balance at December 31, 2019 27,850 $ 279 $ 226,869 $ 350,034 $ 577,182 Net income — — — 23,733 23,733 Stock options exercised 89 1 4,236 — 4,237 Common stock issued under employee stock purchase plan 15 — 664 — 664 Share-based compensation expense — — 11,138 — 11,138 Payment of dividends to shareholders — — 10 ( 20,879 ) ( 20,869 ) Payment of minimum tax withholdings on share-based awards ( 59 ) — — ( 3,508 ) ( 3,508 ) Repurchases and retirement of common stock ( 787 ) ( 8 ) — ( 45,240 ) ( 45,248 ) Issuance of share-based awards 208 1 ( 1 ) — — Balance at December 31, 2020 27,316 $ 273 $ 242,916 $ 304,140 $ 547,329 Net income — — — 105,859 105,859 Stock options exercised 69 1 3,705 — 3,706 Common stock issued under employee stock purchase plan 12 — 911 — 911 Share-based compensation expense — — 10,929 — 10,929 Payment of dividends to shareholders — — 14 ( 22,990 ) ( 22,976 ) Payment of minimum tax withholdings on share-based awards ( 39 ) — — ( 3,115 ) ( 3,115 ) Repurchases and retirement of common stock ( 535 ) ( 5 ) — ( 48,984 ) ( 48,989 ) Issuance of share-based awards 146 1 ( 1 ) — — Balance at December 31, 2021 26,969 $ 270 $ 258,474 $ 334,910 $ 593,654 Net income — — — 193,191 193,191 Stock options exercised 3 — 206 — 206 Common stock issued under employee stock purchase plan 10 — 783 — 783 Share-based compensation expense — — 11,376 — 11,376 Payment of dividends to shareholders — — 17 ( 25,882 ) ( 25,865 ) Payment of minimum tax withholdings on share-based awards ( 31 ) — — ( 3,330 ) ( 3,330 ) Repurchases and retirement of common stock ( 600 ) ( 6 ) — ( 62,765 ) ( 62,771 ) Issuance of share-based awards 111 1 ( 1 ) — — Balance at December 31, 2022 26,462 $ 265 $ 270,855 $ 436,124 $ 707,244 The accompanying notes are an integral part of the consolidated financial statements. F-7 Forward Air Corporation Consolidated Statements of Cash Flows (In thousands) Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Operating activities: Net income from continuing operations $ 193,191 $ 116,091 $ 52,767 Adjustments to reconcile net income of continuing operations to net cash provided by operating activities of continuing operations: Depreciation and amortization 47,386 39,552 37,125 Change in fair value of earn-out liability ( 294 ) ( 496 ) 379 Share-based compensation expense 11,376 10,913 11,033 Provision for revenue adjustments 11,347 7,943 4,751 Deferred income tax expense 7,686 1,421 772 Other ( 202 ) 1,076 587 Changes in operating assets and liabilities, net of effects from the purchase of acquired companies: Accounts receivable ( 19,128 ) ( 52,684 ) ( 25,739 ) Other receivables 8,097 ( 8,097 ) — Other current and noncurrent assets ( 12,943 ) ( 8,002 ) ( 9,424 ) Accounts payable, accrued expenses and other long-term liabilities 12,574 17,179 23,854 Net cash provided by operating activities of continuing operations 259,090 124,896 96,105 Investing activities: Proceeds from sale of property and equipment 2,372 2,643 2,413 Purchases of property and equipment ( 40,729 ) ( 39,109 ) ( 20,268 ) Purchase of businesses, net of cash acquired ( 66,105 ) ( 59,866 ) ( 63,651 ) Net cash used in investing activities of continuing operations ( 104,462 ) ( 96,332 ) ( 81,506 ) Financing activities: Proceeds from credit facility — 195,000 65,000 Payments on credit facility ( 49,000 ) ( 150,000 ) ( 20,000 ) Repayments of finance lease obligations ( 6,054 ) ( 2,423 ) ( 1,446 ) Payment of debt issuance costs — ( 482 ) — Proceeds from issuance of common stock upon stock option exercises 206 3,706 4,237 Payment of earn-out liability ( 91 ) ( 6,519 ) ( 5,284 ) Payments of dividends to shareholders ( 25,865 ) ( 22,976 ) ( 20,869 ) Repurchases and retirement of common stock ( 62,771 ) ( 48,989 ) ( 45,248 ) Proceeds from common stock issued under employee stock purchase plan 783 911 664 Payment of minimum tax withholdings on share-based awards ( 3,330 ) ( 3,115 ) ( 3,508 ) Contributions from subsidiary held for sale — 3,385 ( 12,640 ) Net cash used in financing activities of continuing operations ( 146,122 ) ( 31,502 ) ( 39,094 ) Net increase (decrease) in cash and cash equivalents of continuing operations 8,506 ( 2,938 ) ( 24,495 ) Cash from discontinued operation: Net cash used in operating activities of discontinued operation — ( 4,635 ) ( 11,439 ) Net cash provided by (used in) investing activities of discontinued operation — 8,020 ( 1,201 ) Net cash (used in) provided by financing activities of discontinued operation — ( 3,385 ) 12,640 Net increase (decrease) in cash and cash equivalents 8,506 ( 2,938 ) ( 24,495 ) Cash and cash equivalents at beginning of period of continuing operations 37,316 40,254 64,749 Cash at beginning of period of discontinued operation — — — Net increase (decrease) in cash and cash equivalents 8,506 ( 2,938 ) ( 24,495 ) Less: cash at end of period of discontinued operation — — — Cash and cash equivalents at end of period of continuing operations $ 45,822 $ 37,316 $ 40,254 The accompanying notes are an integral part of the consolidated financial statements F-8 Forward Air Corporation Notes To Consolidated Financial Statements December 31, 2022 (In thousands, except per share data) 1. Operations and Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation Forward Air Corporation and its subsidiaries (“Forward Air ” or the “Company ” ) is a leading asset-light freight and logistics company. The Company has two reportable segments: Expedited Freight and Intermodal. The Company conducts business in the United States, Canada, and Mexico. The Expedited Freight segment provides expedited regional, inter-regional and national less-than-truckload (“LTL ” ), truckload and final mile services. Expedited Freight also offers customers local pick-up and delivery and other services including shipment consolidation and deconsolidation, warehousing, customs brokerage and other handling services. The Intermodal segment provides first- and last-mile high value intermodal container drayage services both to and from seaports and railheads. Intermodal also offers dedicated contract and container freight station (“CFS ” ) warehouse and handling services. The Company’s consolidated financial statements include Forward Air Corporation and its wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. 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. Pool provided high-frequency handling and distribution of time sensitive products to numerous destinations within a specific geographic region. As a result of the strategy to divest of Pool, the results of operations for Pool were presented as a discontinued operation in the Consolidated Statements of Comprehensive Income for the prior periods. 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. Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. 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. Certain prior period amounts have been reclassified to conform to the current period presentation. Cash and Cash Equivalents Cash as of December 31, 2022 and 2021 of $ 30,743 and $ 22,308 , respectively, consisted of cash on hand and bank deposits. Cash equivalents as of December 31, 2022 and 2021 of $ 15,079 and $ 15,008 , respectively, 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. 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. 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. The Company sets the general reserve based on historical collection experience combined with forecasts about any expected changes to the collection experience. If circumstances change, expected recoverability of amounts due to the Company may change by a material amount. Accounts are written off after all means of collection, including legal action, have been exhausted. F-9 Forward Air Corporation Notes to Consolidated Financial Statements (Continued) December 31, 2022 (In thousands, except per share data) The Company records an allowance for revenue adjustments as result of future billing rate changes. Adjustments arise: (a) when small rate changes (“spot quotes”) are granted to customers that differ from the standard rates in the billing system; (b) when freight requires dimensionalization or is reweighed which results in a different rate; (3) when billing errors occur; and (4) when data entry errors occur. In 2022, average revenue adjustments per month were approximately $ 946 on average revenue per month of approximately $ 164,450 ( 0.6 % of monthly revenue). The Company estimates an allowance for revenue adjustments based on historical experience, trends and current information. 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. Inventories Inventories are valued at the lower of cost or net realizable value, using first-in, first-out method. Net realizable value is the estimated selling price in the ordinary course of business. Replacement parts are expensed when placed in service, while tires are capitalized and amortized over their estimated useful life. Expenses related to the utilization of inventories are recorded in “Other operating expenses” in the Consolidated Statements of Comprehensive Income. Property and Equipment Property and equipment are recorded at cost, less accumulated depreciation and amortization. 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. Expenditures for maintenance and repairs are charged to expense as incurred. For internally developed software, all costs incurred during planning and evaluation are expensed. Costs incurred during the application development stage are capitalized and included in property and equipment. Capitalized software also includes software acquired for internal use. Property and equipment as of December 31, 2022 and 2021 consisted of the following: December 31, 2022 December 31, 2021 Land $ 26,479 $ 26,479 Buildings and improvements 94,277 67,269 Equipment 287,872 259,030 Leasehold improvements 17,510 13,780 Computer software 29,511 26,333 Construction in progress 14,100 27,071 Total property and equipment 469,749 419,962 Less accumulated depreciation and amortization 220,669 200,867 Total property and equipment, net $ 249,080 $ 219,095 As of December 31, 2022 and 2021, the net book value of computer software included in property and equipment, net was $ 8,737 and $ 8,140 , respectively. For the years ended December 31, 2022, 2021 and 2020, amortization expense of computer software was $ 2,558 , $ 2,394 and $ 2,053 , respectively. Cloud Computing Costs The Company capitalizes the costs incurred during the implementation stage for cloud computing or hosting arrangements. Costs incurred in the preliminary project stage and post-implementation stage, which includes maintenance and training costs, are expensed as incurred. Capitalized software costs are amortized over the straight-line method over three to five years and are recorded in “Prepaid expenses” and "Other assets" in the Consolidated Balance Sheets. F-10 Forward Air Corporation Notes to Consolidated Financial Statements (Continued) December 31, 2022 (In thousands, except per share data) Goodwill, Intangible Assets and Other Long-Lived Assets 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. A reporting unit is an operating segment or one level below an operating segment, for example, a component. The Company’s reporting units are not its reportable segments. Goodwill is evaluated annually as of June 30 for impairment using a qualitative assessment or a quantitative one-step assessment. 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. For reporting units where the Company performs a one-step quantitative assessment, the Company compares the estimated 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. If the estimated fair value of the reporting unit exceeds its carrying value of net assets, the goodwill is not considered impaired. If the carrying value of net assets is higher than the estimated fair value of the reporting unit, the impairment charge is the amount by which the carrying value exceeds the reporting unit’s estimated fair value. 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. The evaluation for recoverability is performed at a level where independent cash flows may be attributed to either an asset or asset group. 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. Estimates of future cash flows are based on various factors, including current operating results, expected market trends and competitive influences. 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. Assets to be disposed of by sale are reported at the lower of the carrying amount or estimated fair value, less estimated costs to sell. The results of the Company’s goodwill impairment analyses conducted as of June 30, 2022, 2021 and 2020 indicated that no reduction in the carrying amount of the Company’s goodwill was required. Changes in the carrying amount of goodwill during the years ended December 31, 2022, 2021 and 2020 are summarized as follows: Expedited Freight Intermodal Consolidated Balance as of December 31, 2020 $ 165,268 $ 79,714 $ 244,982 Acquisitions 4,020 17,750 21,770 Balance as of December 31, 2021 $ 169,288 $ 97,464 $ 266,752 Acquisitions — 34,754 34,754 Acquisition adjustment — 4,678 4,678 Balance as of December 31, 2022 $ 169,288 $ 136,896 $ 306,184 The Company’s accumulated goodwill impairment is $ 25,686 related to impairment charges the Company recorded during 2016 pertaining to its TLS reporting unit. The TLS reporting unit operates within the Expedited Freight reportable segment. As of December 31, 2022, approximately $ 227,041 of goodwill is deductible for tax purposes. F-11 Forward Air Corporation Notes to Consolidated Financial Statements (Continued) December 31, 2022 (In thousands, except per share data) 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. The acquired intangible assets have a weighted-average useful life as follows: Intangible Assets Weighted-Average Useful Life Customer relationships 14 years Non-compete agreements 4 years Trade names 4 years For the years ended December 31, 2022, 2021 and 2020, acquired intangible asset amortization was $ 15,988 , $ 14,328 and $ 13,489 , respectively. The Company estimates amortization of existing intangible assets will be $ 17,480 in 2023, $ 17,356 in 2024, $ 17,257 in 2025, $ 17,078 in 2026, and $ 16,961 in 2027. Changes in the carrying amount of acquired intangible assets during 2022 and 2021 are summarized as follows: Gross Carrying Amount Customer Relationships 1 Non-Compete Agreements Trade Names Total Balance as of December 31, 2020 $ 228,416 $ 8,125 $ 1,500 $ 238,041 Acquisitions 22,961 1,051 — 24,012 Balance as of December 31, 2021 $ 251,377 $ 9,176 $ 1,500 $ 262,053 Acquisitions 21,655 272 — 21,927 Acquisition adjustment ( 5,162 ) ( 692 ) — ( 5,854 ) Balance as of December 31, 2022 $ 267,870 $ 8,756 $ 1,500 $ 278,126 Accumulated Amortization Customer Relationships 1 Non-Compete Agreements Trade Names Total Balance as of December 31, 2020 $ 85,930 $ 5,579 $ 1,500 $ 93,009 Amortization expense 13,164 1,164 — 14,328 Balance as of December 31, 2021 $ 99,094 $ 6,743 $ 1,500 $ 107,337 Amortization expense 15,286 702 — 15,988 Balance as of December 31, 2022 $ 114,380 $ 7,445 $ 1,500 $ 123,325 1 Carrying value as of December 31, 2022, 2021 and 2020 is inclusive of $ 16,501 of accumulated impairment. Accrued Expenses Accrued expenses as of December 31, 2022 and 2021 consisted of the following: December 31, 2022 December 31, 2021 Accrued payroll and related items $ 23,804 $ 29,364 Insurance and claims accruals 19,961 21,172 Payables to Leased Capacity Providers 10,526 11,085 Accrued expenses $ 54,291 $ 61,621 F-12 Forward Air Corporation Notes to Consolidated Financial Statements (Continued) December 31, 2022 (In thousands, except per share data) Self-Insurance Loss Reserves 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. The Company’s independent contractor fleet owners and owner-operators lease their equipment to the Company (“Leased Capacity Providers”) and own, operate and maintain their own tractors and employ their own drivers. Under U.S. 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. For vehicle liability, the Company retains a portion of the risk. Below is a summary of the Company’s risk retention on vehicle liability insurance coverage maintained by the Company through $ 10,000 (in thousands): Company Risk Retention Frequency Layer Policy Term Expedited Freight¹ LTL business $ 5,000 Occurrence/Accident² $ 0 to $ 5,000 10/1/2022 to 10/1/2023 Truckload business $ 2,000 Occurrence/Accident² $ 0 to $ 2,000 10/1/2022 to 10/1/2023 LTL, Truckload and Intermodal businesses $ 5,000 Policy Term Aggregate³ $ 5,000 to $ 10,000 10/1/2022 to 10/1/2023 Intermodal $ 1,000 Occurrence/Accident² $ 0 to $ 1,000 10/1/2022 to 10/1/2023 ¹ Excluding the Final Mile business, which is primarily a brokered service. ² For each and every accident/incident, the Company is responsible for damages and defense up to these amounts, regardless of the number of claims associated with any accident/incident. ³ During the Policy Term, the Company is responsible for damages and defense within the stated Layer up to the stated, aggregate amount of Company Risk Retention before insurance will contribute. Also, from time to time, when brokering freight, the Company may face claims for the “negligent selection” of outside, contracted carriers that are involved in accidents, and the Company maintains third-party liability insurance coverage with a $ 100 deductible per occurrence for most of its brokered services. Additionally, the Company maintains workers’ compensation insurance with a self-insured retention of $ 500 per occurrence. The Company provides for the estimated costs of vehicle liability and workers’ compensation claims both reported and for claims incurred but not reported. 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. 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. 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. Estimating the number and severity of claims, as well as related judgment or settlement amounts is inherently difficult. 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, 2022 and 2021, the Company recorded self-insurance loss reserves of $ 68,654 and $ 65,649 , respectively, inclusive of reserves in excess of the self-insured retention limit that are expected to be reimbursed from insurance carriers. As of December 31, 2022, $ 19,961 was recorded in “Insurance and claims accruals” and $ 48,693 was recorded in “Other long-term liabilities” in the Consolidated Balance Sheets. As of December 31, 2021, $ 21,172 was recorded in “Insurance and claims accruals” and $ 44,477 was recorded in “Other long-term liabilities” in the Consolidated Balance Sheets. F-13 Forward Air Corporation Notes to Consolidated Financial Statements (Continued) December 31, 2022 (In thousands, except per share data) As of December 31, 2022 and 2021, 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, 2022 and 2021, the Company recorded $ 29,087 and $ 28,667 , respectively, in “Other assets” and “Other long-term liabilities” in the Consolidated Balance Sheets. Revenue Recognition Revenue is recognized when the Company satisfies the performance obligation by the delivery of a shipment in accordance with contractual agreements, bills of lading (“BOLs”) and general tariff provisions. The amount of revenue recognized is measured as the consideration the Company expects to receive in exchange for those services pursuant to a contract with a customer. A contract exists once the Company enters into a contractual agreement with a customer. The Company does not recognize revenue in cases where collectibility is not probable, and defers recognition until collection is probable or payment is received. The Company generates revenue from the delivery of a shipment and the completion of related services. Revenue for the delivery of a shipment is recorded over time to coincide with when customers simultaneously receive and consume the benefits of the delivery services. Accordingly, revenue billed to a customer for the transportation of freight are recognized over the transit period as the performance obligation to the customer is satisfied. The Company determines the transit period for a shipment based on the pick-up date and the delivery date, which may be estimated if delivery has not occurred as of a reporting period. The determination of the transit period and how much of it has been completed as of a given reporting date may require the Company to make judgments that impact the timing of revenue recognized. For delivery of shipments with a pick-up date in one reporting period and a delivery date in another reporting period, the Company recognizes revenue based on relative transit time in each reporting period. A portion of the total revenue to be billed to the customer after completion of a delivery is recognized in each reporting period based on the percentage of total transit time that has been completed at the end of the applicable reporting period. Upon delivery of a shipment or related service, customers are billed according to the applicable payment terms. Related services are a separate performance obligation and include accessorial charges such as terminal handling, storage, equipment rentals and customs brokerage. Revenue is classified based on the line of business as the Company believes that best depicts the nature, timing and amount of revenue and cash flows. For all lines of business, the Company records revenue on a gross basis as it is the principal in the transaction as the Company has discretion to determine the amount of consideration. Additionally, the Company has the discretion to select drivers and other vendors for the services provided to customers. These factors, discretion in the amount of consideration and the selection of drivers and other vendors, support revenue recognized on a gross basis. Leases The Company accounts for leases under 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: operating leases and finance leases. Operating leases result in the recognition of a single lease expense on a straight-line basis over the lease term, while finance leases result in an accelerated expense. 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. 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. The present value of the lease payments is calculated using the applicable weighted-average discount rate. 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. The incremental borrowing rate is estimated based on the contractual lease term and the Company’s applicable borrowing rate. F-14 Forward Air Corporation Notes to Consolidated Financial Statements (Continued) December 31, 2022 (In thousands, except per share data) Business Combinations 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. 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. 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. 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 while contingent consideration is paid upon the satisfaction of a future obligation. If contingent consideration is included as a component of the consideration, the Company values the consideration as of the acquisition date. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. 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. Refer to Note 7, Income Taxes , for further discussion. Net Income (Loss) Per Common Share Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during each period. Restricted shares have non-forfeitable rights to dividends and as a result, are considered participating securities for purposes of computing net income (loss) per common share pursuant to the two-class method. Net income allocated to participating securities was $ 1,070 in 2022, $ 737 in 2021 and $ 385 in 2020. 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. F-15 Forward Air Corporation Notes to Consolidated Financial Statements (Continued) December 31, 2022 (In thousands, except per share data) 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, 2022, 2021 and 2020 is as follows: 2022 2021 2020 Numerator: Net income and comprehensive income from continuing operations $ 193,191 $ 116,091 $ 52,767 Net (loss) income and comprehensive (loss) income from discontinued operation — ( 10,232 ) ( 29,034 ) Net income attributable to Forward Air $ 193,191 $ 105,859 $ 23,733 Income allocated to participating securities from continuing operations ( 1,070 ) ( 807 ) ( 385 ) Loss allocated to participating securities from discontinued operation — 70 — Income allocated to participating securities ( 1,070 ) ( 737 ) ( 385 ) Numerator for basic and diluted net income per share for continuing operations $ 192,121 $ 115,284 $ 52,382 Numerator for basic and diluted net (loss) income per share for discontinued operation $ — $ ( 10,162 ) $ ( 29,034 ) Denominator: Denominator for basic net income per share - weighted-average number of common shares outstanding 26,783 27,155 27,631 Dilutive stock options and performance share awards 143 137 66 Denominator for diluted net income per share - weighted-average number of common shares and common share equivalents outstanding 26,926 27,292 27,697 Basic net income (loss) per share: Continuing operations $ 7.17 $ 4.25 $ 1.90 Discontinued operation — ( 0.37 ) ( 1.05 ) Net income per basic share 1 $ 7.17 $ 3.87 $ 0.84 Diluted net income (loss) per share: Continuing operations $ 7.14 $ 4.22 $ 1.89 Discontinued operation — ( 0.37 ) ( 1.05 ) Net income per diluted share $ 7.14 $ 3.85 $ 0.84 1 Rounding may impact summation of amounts. F-16 Forward Air Corporation Notes to Consolidated Financial Statements (Continued) December 31, 2022 (In thousands, except per share data) 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, 2022, 2021 and 2020 are as follows: 2022 2021 2020 Anti-dilutive stock options 57 — 206 Anti-dilutive performance shares 13 — 15 Anti-dilutive restricted shares and deferred stock units 2 — 3 Total anti-dilutive shares 72 — 224 Share-Based Compensation The Company grants awards under the stock-based compensation plans to certain employees of the Company. The awards include stock options, restricted shares and performance shares. The fair value of the stock options is estimated on the grant date using the Black-Scholes option pricing model, and share-based compensation expense is recognized on a straight-line basis over the three-year vesting period. 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. For certain performance shares, the fair value is the quoted 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. 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. 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. The share-based compensation expense is recognized on a straight-line basis over the three-year vesting period. All share-based compensation expense is recognized in salaries, wages and employee benefits in the Consolidated Statements of Comprehensive Income. Refer to Note 6, Stock Incentive Plan , for further discussion. Ransomware Incident In December 2020, the Company detected a ransomware incident impacting its operational and information technology systems, which caused service delays for many of its customers (“Ransomware Incident”). Promptly upon its detection of the incident, the Company initiated response protocols, launched an investigation and engaged the services of cybersecurity and forensics professionals. The Company also engaged with the appropriate law enforcement authorities. The Company continued to cooperate with law enforcement in connection with the criminal investigation into those responsible for the Ransomware Incident. For the year ended December 31, 2022 and 2021, expenses related to the Ransomware Incident were zero and $ 434 , respectively, which were recorded in “Other operating expenses” in the Consolidated Statements of Comprehensive Income. Expenses include costs to investigate and remediate the Ransomware Incident and legal and other professional services related to the incident. Recent Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . 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. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years, with early adoption permitted. The Company adopted this standard as of January 1, 2021. The adoption of the standard did not have a material impact on the Company’s results of operations, financial condition, or cash flows. F-17 Forward Air Corporation Notes to Consolidated Financial Statements (Continued) December 31, 2022 (In thousands, except per share data) New Accounting Pronouncements to be Adopted In October 2021, FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers . 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. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. 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. 2. Discontinued Operation and Held for Sale As previously disclosed, on April 23, 2020, the Company made a decision to divest of Pool and the sale was completed on February 12, 2021. As a result, the results of Pool were classified to “Loss from discontinued operation, net of tax” in the Consolidated Statements of Comprehensive Income for the years ended December 31, 2021 and 2020. Certain corporate overhead and other costs previously allocated to Pool for segment reporting purposes did not qualify for classification within discontinued operation and were allocated to continuing operations. These costs were classified to the eliminations column in the segment reconciliation in Note 12, Segment Reporting. Held for Sale 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. 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. The revised forecasts indicated an impairment of the entire goodwill balance of the Pool reporting unit was necessary as of December 31, 2020. A non-cash charge of approximately $ 5,406 was recorded as an “Impairment charge” in the summarized discontinued operation financial information for the year ended December 31, 2020. In addition, the Company recorded a valuation allowance against the net assets held for sale to write down the carrying value to the estimated fair value less costs to sell. A non-cash valuation allowance of approximately $ 22,978 was recorded as an “Impairment charge” in the summarized discontinued operation financial information for the year ended December 31, 2020. The fair value was estimated based on a combination of an income approach using a discounted cash flow model, and a market approach, which considers comparable companies. Estimates of future cash flows are based on various factors, including current operating results, expected market trends and competitive influences. Refer to Note 1, Operations and Summary of Significant Accounting Policies , for further discussion about the estimation of fair value. Sale of Pool 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. 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. The estimated fair value of the earn-out asset on the date of sale was $ 6,967 . 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. F-18 Forward Air Corporation Notes to Consolidated Financial Statements (Continued) December 31, 2022 (In thousands, except per share data) The weighted average assumptions under the Monte Carlo simulation model were as follows: February 12, 2021 Counterparty credit spread 1.2 % Earnings before interest, taxes, depreciation and amortization discount rate 15.0 % Asset volatility 55.0 % 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. The financial performance of the Pool business significantly deteriorated during the third quarter of 2021. 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. The revised forecasts indicated an impairment of the entire earn-out asset was necessary. 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 . Transition Services Agreement On February 12, 2021, the Company entered into a Transition Services Agreement (“TSA ” ) with TOG FAS Holdings LLC, the buyer of the Pool business. Under the TSA, the Company performed certain services on an interim basis in order to facilitate the orderly transition of the Pool business. The effective date of the TSA was February 12, 2021 and remained in effect until the date all services were completed, but no more than six months following the effective date. The TSA provided the right to extend the term of the TSA with no limit on the number of the mutually agreed upon extensions. In exchange for the services performed by the Company under the TSA, the Company received a monthly service charge. For the year ended December 31, 2021, the Company recognized $ 747 , in “Other operating expenses ” in the Consolidated Statements of Comprehensive Income, for the services performed under the TSA. The TSA ended in October 2021 when all services were completed. Additionally, under the TSA, the Company remitted payments to outside vendors on behalf of TOG FAS Holdings LLC for expenses incurred by the Pool business up to a limit of $ 18,000 . The Company is reimbursed by TOG FAS Holdings LLC within 60 days from the end of the month in which the payment is remitted. As of December 31, 2021, the Company recorded a receivable in the amount o f $ 8,097 in “Other receivables ” in the Consolidated Balance Sheets for the reimbursement due to the Company. The Company evaluated the collectability of the receivable at least quarterly and if the Company was aware of the inability of TOG FAS Holdings LLC to meet its financial obligations to the Company, the Company recorded a specific reserve in order to reduce the receivable to the amount the Company reasonably believes will be collected. As of December 31, 2022, the outstanding receivable balance was collected in full. F-19 Forward Air Corporation Notes to Consolidated Financial Statements (Continued) December 31, 2022 (In thousands, except per share data) Summarized Discontinued Operation Financial Information A summary of the results of operations classified as a discontinued operation, net of tax, in the Consolidated Statements of Comprehensive Income for the years ended December 31, 2022, 2021 and 2020 is as follows: Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Operating revenue $ — $ 17,776 $ 141,433 Operating expenses: Purchased transportation — 3,381 33,979 Salaries, wages and employee benefits — 9,458 65,695 Operating leases — 2,289 21,982 Depreciation and amortization — — 1,657 Insurance and claims — 929 6,205 Fuel expense — 508 4,279 Other operating expenses — 1,627 17,587 Impairment charge — 6,967 28,384 Total operating expenses — 25,159 179,768 Loss from discontinued operation — ( 7,383 ) ( 38,335 ) Loss on sale of business — ( 2,860 ) — Loss from discontinued operation before income taxes — ( 10,243 ) ( 38,335 ) Income tax (benefit) expense — ( 11 ) ( 9,301 ) Loss from discontinued operation, net of tax $ — $ ( 10,232 ) $ ( 29,034 ) 3. Acquisitions Expedited Freight In May 2021, the Company acquired certain assets and liabilities of J&P Hall Express Delivery (“J&P”) for $ 7,670 . J&P is headquartered in Atlanta, Georgia with a second terminal in Albany, Georgia. 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. The acquisition was funded using cash flows from operations. The results of J&P have 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. Intermodal In February 2021, the Company acquired certain assets and liabilities of Proficient Transport Incorporated and Proficient Trucking, Inc. (together “Proficient Transport ” ) for $ 16,339 and a potential earn-out up to $ 2,000 . Proficient Transport is an intermodal drayage company headquartered in Chicago, Illinois. 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. The acquisition was funded using cash flows from operations. The results of Proficient Transport have 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 Intermodal reportable segment. The purchase agreement for Proficient Transport included an earn-out up to $ 2,000 based on the achievement of certain revenue milestones over a one-year period, beginning March 1, 2021. The estimated fair value of the earn-out liability F-20 Forward Air Corporation Notes to Consolidated Financial Statements (Continued) December 31, 2022 (In thousands, except per share data) on the date of acquisition was $ 829 . The fair value was based on the estimated one-year performance of the acquired customer revenue and was calculated using the option pricing method. The assumptions used to calculate the estimated fair value of the earn-out under the option pricing method were as follows: December 31, 2021 February 28, 2021 Risk-free rate 0.1 % 0.1 % Revenue discount rate 9.8 % 8.3 % Revenue volatility 24.2 % 27.3 % The fair value of the earn-out liability was adjusted at each reporting period based on changes in the expected cash flows and related assumptions used in the option pricing method. During the years ended December 31, 2022 and 2021, the fair value of the earn-out changed by ($ 294 ) and ($ 444 ), respectively , and the change in the fair value was recorded in “Other operating expenses” in the Consolidated Statements of Comprehensive Income. The one-year period ended in the first quarter of 2022 and the Company paid $ 91 in the second quarter of 2022 based on the terms of the purchase agreement. As of December 31, 2021, the fair value of the earn-out liabili ty was $ 385 , which was reflected in “Other current liabilities” in the Consolidated Balance Sheets. In November 2021, the Company acquired certain assets and liabilities of BarOle Trucking, Inc. ( “BarOle”) for $ 35,436 . BarOle is an intermodal drayage company headquartered in Roseville, Minnesota. The acquisition of BarOle provides additional capacity and resources to meet customer demands in the intermodal market, and extends the service footprint to the Minneapolis-Saint Paul, Minnesota area. In addition, BarOle has a larger terminal location, which allows for further expansion in the future. The acquisition was funded using cash flows from operations. The results of BarOle have 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 Intermodal reportable segment. In May 2022, the Company acquired certain assets and liabilities of Edgmon Trucking, LLC (“Edgmon”) for $ 40,993 and a potential earn-out of up to $ 5,000 , based on the achievement of certain profit contribution milestones over a nineteen month period, beginning May 31, 2022. The estimated fair value of the earn-out liability on the date of acquisition was immaterial. The fair value was based on the estimated certain profit contribution during the nineteen month period and was calculated using the option pricing method. Edgmon, headquartered in Kent, Washington, operates a terminal in Kent and a yard in Seattle, servicing both the Port of Seattle and the Port of Tacoma. The acquisition of Edgmon marks the Company’s first Intermodal location on the West Coast, a key area of expansion in the Intermodal strategic growth plan. The acquisition was funded using cash flows from operations. The results of Edgmon have 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 Intermodal reportable segment. F-21 Forward Air Corporation Notes to Consolidated Financial Statements (Continued) December 31, 2022 (In thousands, except per share data) Fair Value of Assets Acquired and Liabilities Assumed Assets acquired and liabilities assumed as of the acquisition date are presented in the following table: Proficient Transport J&P BarOle Edgmon February 28, 2021 May 30, 2021 November 30, 2021 May 31, 2022 Tangible assets: Cash $ — $ — $ — $ — Accounts receivable 4,171 1,940 2,657 4,963 Prepaid expenses and other current assets — 32 — — Property and equipment 140 1,567 6,464 613 Other assets 24 3 — — Operating lease right-of-use assets — 1,355 — — Total tangible assets 4,335 4,897 9,121 5,576 Intangible assets: Customer relationships 6,060 620 11,120 13,051 Non-compete agreements 18 120 221 172 Goodwill 6,249 4,020 15,355 22,195 Total intangible assets 12,327 4,760 26,696 35,418 Total assets acquired 16,662 9,657 35,817 40,994 Liabilities assumed: Current liabilities 323 632 381 1 Other liabilities — — — — Finance lease obligations — — — — Operating lease liabilities — 1,355 — — Total liabilities assumed 323 1,987 381 1 Net assets acquired $ 16,339 $ 7,670 $ 35,436 $ 40,993 The preliminary purchase price for Edgmon has been allocated to assets acquired and liabilities assumed based on the Company’s best estimates and assumptions using the information available as of the acquisition date through the date of this filing. The provisional measurements of identifiable assets and liabilities, and the resulting goodwill related to this acquisition, is subject to adjustments in subsequent periods as the Company finalizes its purchase price allocation, including third-party valuations. During the year ended December 31, 2022, the Company recorded measurement period adjustments to the provisional amounts initially recorded for acquired net working capital, acquired property and equipment and acquired customer relationships and non-compete agreements related to the BarOle acquisition. The measurement period adjustment resulted in a $ 63 increase to net working capital, a $ 1,113 increase to acquired property and equipment and a combined $ 5,854 decrease to acquired customer relationships and non-compete agreements, with a corresponding net increase to goodwill. The Company expects to finalize the Edgmon valuation as soon as practicable, but no later than one year from the acquisition date. The estimated useful life of acquired intangible assets as of the acquisition date are summarized in the following table: Estimated Useful Lives Proficient Transport J&P BarOle Edgmon Customer relationships 8 years 12 years 9 years 9 years Non-compete agreements 1 year 5 years 5 years 5 years F-22 Forward Air Corporation Notes to Consolidated Financial Statements (Continued) December 31, 2022 (In thousands, except per share data) In November 2022, the Company acquired certain assets and liabilities of Chickasaw Container Services, Inc. (“CCS”), a privately held intermodal drayage provider. The acquisition included two operating terminals in Mobile, Alabama and Memphis, Tennessee and will allow the company to expand intermodal drayage operations in the Mobile market while bolstering an already strong presence in the Memphis market. In addition to drayage services, CCS also provides container storage and sales. The Company paid $ 25,733 using cash on hand from operations. The preliminary purchase price was allocated based on the estimated fair values as of the acquisition date. The Company recorded $ 21,262 related to intangible assets and $ 4,471 related to tangible assets. The Company expects to finalize the valuations as soon as practicable, but no later than one year from the respective acquisition date. The results of CCS have 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 Intermodal reportable segment. 4. Indebtedness Long-term debt consisted of the following as of December 31, 2022 and 2021: December 31, 2022 December 31, 2021 Credit facility, expires 2026 $ 108,500 $ 157,500 Debt issuance costs ( 418 ) ( 534 ) 108,082 156,966 Less: Current portion of long-term debt ( 1,494 ) ( 1,500 ) Total long-term debt, less current portion $ 106,588 $ 155,466 As of December 31, 2022, the aggregate scheduled maturities of long-term debt, excluding the current portion of long-term debt are as follows: 2024 3,732 2025 3,732 2026 99,124 $ 106,588 In September 2017, the Company entered into a five-year senior unsecured revolving credit facility (the “Facility”) with a maximum aggregate principal amount of $ 150,000 , with a sublimit of $ 30,000 for letters of credit and a sublimit of $ 30,000 for swing line loans. The maturity date of the Facility was September 29, 2022. In April 2020, the Company entered into the first amendment to the Facility, which increased the maximum aggregate principal amount to $ 225,000 . The Facility could have been increased by up to $ 25,000 to a maximum aggregate principal amount of $ 250,000 pursuant to the terms of the amended credit agreement, subject to the lenders’ agreement to increase their commitments or the addition of new lenders extending such commitments. In July 2021, the Company entered into the second amendment to the Facility, which extended the maturity date to July 20, 2026 and changed the interest rate options available under the Facility. In December 2021, the Company entered into the third amendment to the Facility, which increased the amount available for borrowing under the Facility to $ 450,000 , consisting of a $ 300,000 revolving line of credit and a term loan of $ 150,000 . In connection with the third amendment, the Company borrowed $ 150,000 under the term loan and simultaneously repaid $ 150,000 on the revolving line of credit from the borrowings received. Under the third amendment, the Facility may be increased by up to $ 75,000 to a maximum aggregate principal amount of $ 525,000 pursuant to the terms of the amended credit agreement, subject to the lenders’ agreement to increase their commitments or the addition of new lenders extending such commitments. Such increases to the Facility may be in the form of additional revolving credit loans, term loans or a combination thereof, and are contingent upon there being no events of default under the Facility. As of December 31, 2022 and December 31, 2021, the Company had $ 279,966 and $ 272,466 respectively, of available borrowing capacity under the Facility. The Facility contains covenants that, among other things, restrict the ability of the Company, without the approval of the required lenders, to engage in certain mergers, consolidations, asset sales, dividends and stock repurchases, investments, and other transactions or to incur liens or indebtedness in excess of agreed thresholds, as set forth in the credit agreement. The F-23 Forward Air Corporation Notes to Consolidated Financial Statements (Continued) December 31, 2022 (In thousands, except per share data) Company also has to fulfill financial covenants with respect to a leverage ratio and an interest coverage ratio. As of December 31, 2022, the Company was in compliance with the aforementioned covenants. Under the amended Facility, interest accrues on the amounts outstanding under the Facility at the Company ’s option, at either (1) Bloomberg Short-Term Bank Yield Index rate (the “BSBY Rate ”), which cannot be less than zero , plus a margin ranging from 1.25 % to 1.75 % based on the Company ’s leverage ratio, or (2) the base rate, which cannot be less than 2.00 %. The base rate is the highest of (i) the federal funds rate, which cannot be less than zero , plus 0.50 %, (ii) the administrative agent ’s prime rate and (iii) the BSBY Rate, which cannot be less than zero , plus 1.00 %, plus a margin ranging from 0.00 % to 0.50 % based on the Company ’s leverage ratio. Interest is payable in arrears for each loan that is based on the BSBY rate on the last day of the interest period applicable to each loan, and interest is payable in arrears on loans not based on the BSBY rate on the last day of each quarter. The interest rate on the outstanding borrowings under the revolving credit facility was 4.85 % and 1.43 % as of December 31, 2022 and 2021, respectively. Letters of Credit The Company has an arrangement under the Facility to issue letters of credit, which guarantee the Company’s obligations for potential claims exposure for insurance coverage. As of both December 31, 2022 and December 31, 2021, outstanding letters of credit totaled $ 20,034 . Interest Payments Cash payments for interest were $ 5,355 , $ 4,198 and $ 4,580 for the years ended December 31, 2022, 2021 and 2020 respectively. No interest was capitalized during the year ended December 31, 2022, 2021 and 2020. 5. Shareholders’ Equity Preferred Stock There are 5,000 shares of preferred stock with a par value of $ 0.01 authorized, but no shares have been issued to date. Cash Dividends For each quarter of 2022, the Company’s Board of Directors declared and the Company has paid a quarterly cash dividend of $ 0.24 per common share. For each quarter of 2021, the Company’s Board of Directors declared and the Company paid a quarterly cash dividend of $ 0.21 per common share. On February 7, 2023, the Company’s Board of Directors declared a quarterly cash dividend o f $ 0.24 per common share that will be paid in the first quarter of 2023. Share Repurchase Program 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”). The 2019 Repurchase Plan expires when the shares authorized for repurchase are exhausted or the 2019 Repurchase Plan is canceled. During the year ended December 31, 2022, the Company repurchased through open market transactions 600 s hares of common stock for $ 62,771 , or an average of $ 104.53 per share, and 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. All shares received wer e 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. As of December 31, 2022, the remaining shares permitted to be repurchased under the 2019 Repurchase Plan were approximately 2,233 shares. F-24 Forward Air Corporation Notes to Consolidated Financial Statements (Continued) December 31, 2022 (In thousands, except per share data) 6. Stock Incentive Plan Stock Incentive Plan The Company recorded share-based compensation expense as follows for the years ended December 31, 2022, 2021 and 2020: Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Salaries, wages and employee benefits - continuing operations $ 9,902 $ 9,108 $ 9,715 Salaries, wages and employee benefits - discontinued operation — 16 85 Total share-based compensation expense $ 9,902 $ 9,124 $ 9,800 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, 2022, approximately 696 shares remain available for grant under the Omnibus Plan. Stock Options Certain executives are eligible to receive grants of stock options. Employees may exercise the stock options at anytime after the grant is vested but no later than seven years after the date of grant. Stock options vest over a three-year period from the date of grant. 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. 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. 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, 2022, 2021 and 2020. December 31, 2022 December 31, 2021 December 31, 2020 Weighted average grant-date fair value $ 28.91 $ 18.36 $ 14.79 Weighted average assumptions under Black-Scholes option model: Expected dividend yield 0.9 % 1.1 % 1.1 % Expected stock price volatility 28.7 % 28.9 % 24.1 % Risk-free interest rate 1.9 % 0.6 % 1.5 % Expected life of awards (years) 5.6 5.8 5.9 Stock option transactions during the year ended December 31, 2022 on a continuing operations basis were as follows: Number of Shares Weighted Average Exercise Price Outstanding as of January 1 342 $ 58.44 Granted 64 106.13 Exercised ( 3 ) 60.42 Forfeited or Canceled ( 27 ) 63.46 Outstanding as of December 31 376 $ 66.13 F-25 Forward Air Corporation Notes to Consolidated Financial Statements (Continued) December 31, 2022 (In thousands, except per share data) As of December 31, 2022 , the weighted average remaining contractual life of stock options outstanding was approximately three years and exercisable was approximately two years . The total fair value of stock options vested during 2022, 2021, 2020 was $ 855 , $ 922 , and $ 1,377 , respectively. As of December 31, 2022, the total share-based compensation expense related to unvested stock options not yet recognized was $ 1,444 , and the weighted average period over which it is expected to be recognized is approximately two years . 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, 2022: Stock Options Outstanding Stock Options Exercisable Range of Exercise Prices Number of Shares Weighted Average Remaining Contractual Life (in years) Weighted Average Exercise Price Exercisable as of December 31, 2022 Weighted Average Exercise Price $ 43.67 - $ 65.96 279 1.9 $ 56.67 267 $ 56.25 $ 75.05 - $ 106.29 97 5.7 93.51 13 75.05 376 $ 66.13 280 $ 57.13 As of December 31, 2022 , the total intrinsic value of outstanding and exercisable stock options was $ 14,642 and $ 13,390 , respectively. The total intrinsic value of stock options exercised during 2022, 2021 and 2020 was $ 142 , $ 2,137 and $ 1,568 , respectively. 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. Shares granted under the restricted share award plan are restricted from sale or transfer until vesting, and the restrictions lapse in three equal installments beginning one year after the date of grant. Dividends are paid in cash on a current basis throughout the vesting period. Share-based compensation expense associated with these awards is amortized ratably over the requisite service period. All forfeitures are recognized as incurred. Restricted share transactions on a continuing operations basis for the year ended December 31, 2022 were as follows: Number of Shares Weighted Average Grant Date Fair Value Outstanding as of January 1 191 $ 69.84 Granted 82 105.64 Vested ( 92 ) 67.41 Forfeited ( 30 ) 84.70 Outstanding as of December 31 151 $ 87.82 The weighted average grant-date fair value of the restricted shares granted under the Plan during the years ended December 31, 2022 , 2021 and 2020 were $ 105.64 , $ 75.35 and $ 65.88 , respectively. The total fair value of restricted shares that vested during 2022, 2021 and 2020 was $ 9,804 , $ 8,487 , and $ 9,180 , respectively. As of December 31, 2022, the total share-based compensation expense related to restricted shares not yet recognized was $ 7,729 , and the weighted average period over which it is expected to be recognized is approximately two years . F-26 Forward Air Corporation Notes to Consolidated Financial Statements (Continued) December 31, 2022 (In thousands, except per share data) Performance Shares Certain executives and key employees are eligible to receive grants of performance awards. 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. The share awards are earned over the vesting period, and the number of shares earned is determined based on the cumulative results for the measurement period. The performance agreement provides for employees to earn — % to 200 % of the target awards depending on the actual performance achieved, with no shares earned if performance is below the established minimum target. Performance shares do not receive dividends until the shares are vested. Awards earned are paid in shares of common stock of the Company at the end of the vesting period. Share-based compensation expense associated with these awards is amortized ratably over the vesting period. 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. 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. 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, 2022, 2021 and 2020: Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Weighted average grant-date fair value $ 127.29 $ 87.33 $ 69.15 Weighted average assumptions under the Monte Carlo simulation model: Expected stock price volatility 35.5 % 34.5 % 23.5 % Weighted average risk-free interest rate 1.6 % 0.2 % 1.4 % Performance award transactions for the year ended December 31, 2022 on a continuing operations basis were as follows assuming target levels of performance: Number of Shares Weighted Average Grant Date Fair Value Outstanding as of January 1 79 $ 75.61 Granted 14 127.29 Earned ( 7 ) 63.40 Forfeited or unearned ( 16 ) 74.79 Outstanding as of December 31 70 $ 87.74 As of December 31, 2022, the total share-based compensation expense related to unearned performance awards not yet recognized, assuming the Company ’ s current projected assessment of the level of performance will be achieved, was $ 2,826 , and the weighted average period over which it is expected to be recognized is approximately two years . 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 $ 1,012 , $ 911 , and $ 2,340 for the years ended December 31, 2022, 2021 and 2020, respectively, on a continuing operations basis. F-27 Forward Air Corporation Notes to Consolidated Financial Statements (Continued) December 31, 2022 (In thousands, except per share data) Employee Stock Purchase Plan Under the 2005 Employee Stock Purchase Plan (the “ESPP”), the Company is authorized to issue up to a remaining 314 shares of common stock to employees. These shares may be issued at a price equal to 90 % of the lesser of the market value on the first day or the last day of each six-month purchase period. Common stock purchases are paid for through periodic payroll deductions and/or up to two lump sum contributions. Employee stock purchase plan activity and related information was as follows on a continuing operations basis: Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Shares purchased by participants under the ESPP 9 12 14 Average purchase price $ 82.48 $ 75.71 $ 44.24 Weighted average fair value of each purchase under the ESPP granted 1 $ 9.17 $ 30.68 $ 20.99 Share-based compensation expense for ESPP $ 87 $ 369 $ 292 1 Equal to the discount from the market value of the common stock at the end of each six month purchase period Employee stock purchase plan activity and related information was as follows on a discontinued operation basis: Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Shares purchased by participants under the ESPP — — 1 Average purchase price $ — $ — $ 44.35 Weighted average fair value of each purchase under the ESPP granted 1 $ — $ — $ 18.11 Share-based compensation expense for ESPP $ — $ — $ 20 1 Equal to the discount from the market value of the common stock at the end of each six month purchase period Director Restricted Shares Under the Amended and Restated Non-Employee Director Stock Plan (the “Amended Plan”), approved in May 2007 and further amended in February 2013 and January 2016, up to 360 common shares may be issued. As of December 31, 2022, approximately 60 shares remain available for grant under the Amended Plan. Under the Amended Plan, each non-employee director receives an annual grant of restricted shares of the Company’s common stock. The restricted shares vest on the earlier of (a) the day immediately prior to the first annual shareholder meeting that occurs after the grant date or (b) one year after the grant date. Each director may elect to defer receipt of the common shares until the director departs from the Company’s Board of Directors. 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. 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. F-28 Forward Air Corporation Notes to Consolidated Financial Statements (Continued) December 31, 2022 (In thousands, except per share data) Director restricted share transactions for the year ended December 31, 2022 were a s follows: Number of Shares Weighted Average Grant Date Fair Value Outstanding as of January 1 15 $ 93.46 Granted 15 93.70 Vested ( 15 ) 93.46 Forfeited — — Outstanding as of December 31 15 $ 93.70 Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Share-based compensation expense for restricted shares $ 1,387 $ 1,436 $ 1,026 Excess tax benefit for the vesting of restricted shares $ 12 $ 342 $ 253 The total fair value of restricted shares that vested during 2022, 2021 and 2020 was $ 1,436 , $ 2,514 , and $ 771 , respectively. As of December 31, 2022, the total share-based compensation expense related to the restricted shares not yet recognized was $ 494 , and the weighted average period over which it is expected to be recognized is less than one year . 7. Income Taxes The Company or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction, various states and Canada. With a few exceptions, the Company is no longer subject to U.S. federal, state and local, or Canadian examinations by tax authorities for years before 2015. The provision for income taxes by location of the taxing jurisdiction for the years ended December 31, 2022, 2021 and 2020 consisted of the following: 2022 2021 2020 Current: Federal $ 46,999 $ 29,533 $ 11,914 State 12,962 7,918 3,907 59,961 37,451 15,821 Deferred: Federal 6,317 209 922 State 1,369 1,212 ( 150 ) 7,686 1,421 772 $ 67,647 $ 38,872 $ 16,593 F-29 Forward Air Corporation Notes to Consolidated Financial Statements (Continued) December 31, 2022 (In thousands, except per share data) A reconciliation of income taxes computed at the U.S. federal statutory income tax rate (21.0% for 2022, 2021 and 2020) to the provision for income taxes reflected in the Company’s Consolidated Statements of Comprehensive Income for the years ended December 31, 2022, 2021 and 2020 is as follows: 2022 2021 2020 Tax expense at the statutory rate $ 54,776 $ 32,542 $ 14,566 State income taxes, net of federal income tax benefit 11,035 7,448 2,602 Share-based compensation ( 840 ) ( 933 ) ( 298 ) Other permanent differences ( 30 ) 31 48 Non-deductible compensation 1,435 293 751 Change in income tax contingency reserves — ( 260 ) ( 400 ) Federal income tax credits ( 107 ) ( 76 ) ( 37 ) Other 1,378 ( 173 ) ( 639 ) $ 67,647 $ 38,872 $ 16,593 The significant components of the deferred tax assets and liabilities at December 31, 2022 and 2021 were as follows: December 31, 2022 December 31, 2021 Deferred tax assets: Accrued expenses $ 13,743 $ 14,837 Allowance for doubtful accounts 822 839 Operating lease liabilities 37,599 37,967 Share-based compensation 4,458 3,769 Accruals for income tax contingencies 141 154 Capital loss carryforwards 4,253 4,230 Net operating loss carryforwards 645 647 Total gross deferred tax assets 61,661 62,443 Valuation allowance ( 4,648 ) ( 4,625 ) Total net deferred tax assets 57,013 57,818 Deferred tax liabilities: Tax over book depreciation 32,888 27,880 Prepaid expenses 6,600 5,615 Operating lease right-of-use assets 36,600 38,010 Goodwill 23,681 20,502 Intangible assets 8,337 9,218 Total deferred tax liabilities 108,106 101,225 Net deferred tax liabilities $ ( 51,093 ) $ ( 43,407 ) The Company paid income taxes, net of refunds, of $ 65,388 , $ 35,766 and $ 13,463 for the years ended December 31, 2022, 2021 and 2020, respectively. The sale of Pool resulted in a capital loss in the amount of $ 4,253 , which expires in 2026. 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 $ 4,253 to reserve against its capital loss carryforward. 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. The Company assessed the likelihood that its deferred tax assets would be recovered from estimated future taxable income and available tax planning strategies. In making this assessment, all available evidence was considered including economic climate, as well as reasonable tax planning F-30 Forward Air Corporation Notes to Consolidated Financial Statements (Continued) December 31, 2022 (In thousands, except per share data) strategies. 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. 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. As of December 31, 2022, 2021 and 2020 the Company had state net operating loss carryforwards of $ 13,574 , $ 13,819 and $ 16,926 , respectively, that expire between 2022 and 2033. The state net operating loss carryforwards are limited to the future taxable income of separate legal entities. There was no change in the valuation allowance for the state net operating loss carryforwards in 2022, 2021 and 2020. A reconciliation of the beginning and ending amount of unrecognized tax benefits as of and during the years ended December 31, 2022 and 2021 is as follows: Balance at December 31, 2020 $ 544 Reductions for settlement with state taxing authorities ( 326 ) Additions for tax positions of current year 23 Balance at December 31, 2021 241 Reductions for settlement with state taxing authorities ( 66 ) Additions for tax positions of current year 23 Balance at December 31, 2022 $ 198 The Company recognizes income tax benefits from uncertain tax positions where the realization of the ultimate benefit is uncertain. At December 31, 2022 and 2021, the Company had $ 198 and $ 241 , respectively, of unrecognized income tax benefits, all of which would affect the Company’s effective tax rate if recognized. At December 31, 2022 and 2021, the Company had accrued interest and penalties related to unrecognized tax benefits of $ 85 and $ 88 , respectively. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in “Interest expense, net” and “Other operating expenses”, respectively. 8. Leases The Company leases certain land, buildings, equipment and office equipment under finance and operating leases. 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. The Company subleases certain facilities to independent third parties. 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. Sublease rental income was $ 2,978 , $ 2,050 and $ 1,628 in 2022, 2021 and 2020, respectively. In 2023, the Company expects to receive aggregate future minimum rental payments under noncancelable subleases of approximately $ 1,813 . Noncancelable subleases expire between 2023 and 2028. The Company does not recognize a right-of-use asset or lease liability with respect to operating leases with an initial lease term of 12 months or less, and recognizes expense on such leases on a straight-line basis over the lease term. The Company does not account for lease components separately from nonlease components. The Company has certain leases that include one or more options to renew, with renewal periods ranging from one to 25 years. 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. 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. 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. F-31 Forward Air Corporation Notes to Consolidated Financial Statements (Continued) December 31, 2022 (In thousands, except per share data) The Company has contracts with Leased Capacity Providers. Since the contracts explicitly identify the tractors operated by the Leased Capacity Providers, the Company determined the contracts contain an embedded lease. The compensation of Leased Capacity Providers, as specified in the contract, is variable based upon a rate per shipment and a rate per mile. 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. Variable lease costs related to the embedded leases were $ 440,756 , $ 353,347 and $ 325,542 , for the years ended December 31, 2022, 2021, and 2020, respectively, and were recorded in “Purchased transportation” in the Consolidated Statements of Comprehensive Income. Total lease assets and liabilities as of December 31, 2022 and 2021 were as follows: Lease Assets Classification December 31, 2022 December 31, 2021 Operating lease right-of-use assets Operating lease right-of-use assets $ 141,865 $ 148,198 Finance lease assets Property and equipment, net 1 23,209 13,797 Total leased assets $ 165,074 $ 161,995 Lease Liabilities Classification December 31, 2022 December 31, 2021 Current: Operating Current portion of operating lease liabilities $ 47,106 $ 47,532 Finance Current portion of debt and finance lease obligations 7,950 4,588 Noncurrent: Operating Operating lease liabilities, less current portion 98,865 101,409 Finance Finance lease obligations, less current portion 15,844 9,571 Total leased liabilities $ 169,765 $ 163,100 1 Finance lease assets are recorded net of accumulated depreciation of $ 11,097 and $ 4,822 as of December 31, 2022 and 2021, respectively. Total lease cost for 2022 and 2021 was as follows: Year Ended Classification December 31, 2022 December 31, 2021 Operating lease cost Operating leases $ 60,732 $ 54,561 Short-term lease cost Operating leases 20,413 14,773 Variable lease cost Purchased transportation, operating leases and other operating expenses 460,368 367,779 Sublease income Operating revenue ( 2,978 ) ( 2,050 ) Finance lease cost: Amortization of leased assets Depreciation and amortization 6,263 3,381 Interest on leased liabilities Interest expense, net 564 301 Total lease cost $ 545,362 $ 438,745 F-32 Forward Air Corporation Notes to Consolidated Financial Statements (Continued) December 31, 2022 (In thousands, except per share data) Future minimum lease payments under noncancelable operating and finance leases with remaining terms greater than one year as of December 31, 2022 were as follows: Operating Leases Finance Leases 2023 $ 57,015 $ 8,796 2024 47,206 7,707 2025 32,052 4,531 2026 20,463 2,764 2027 9,351 1,993 Thereafter 9,901 197 Total minimum lease payments 175,988 25,988 Less: imputed interest ( 30,017 ) ( 2,194 ) Present value of future minimum lease payments 145,971 23,794 Less: current portion of lease obligations ( 47,106 ) ( 7,950 ) Long-term lease obligations $ 98,865 $ 15,844 The following table summarizes the weighted-average remaining lease term and weighted average discount rate: December 31, 2022 December 31, 2021 Weighted average remaining lease term (in years): Operating leases 3.8 4.1 Finance leases 3.6 3.5 Weighted average discount rate: Operating leases 3.2 % 2.9 % Finance leases 4.2 % 2.6 % The following table summarizes the supplemental cash flow information for 2022 and 2021: Year Ended December 31, 2022 December 31, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 58,794 $ 53,981 Operating cash flows from finance leases 564 301 Financing cash flows from finance leases 6,054 2,423 Right-of-use assets obtained in exchange for operating lease liabilities $ 50,306 $ 74,736 Leased assets obtained in exchange for finance lease obligations 15,737 9,673 9. Commitments and Contingencies Commitments As of December 31, 2022, the Company had unconditional purchase obligations of $ 11,694 to purchase forklifts and other equipment during 2023. F-33 Forward Air Corporation Notes to Consolidated Financial Statements (Continued) December 31, 2022 (In thousands, except per share data) Contingencies 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. 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. 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. 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. 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. Below is a summary of the Company’s risk retention on vehicle liability insurance coverage maintained by the Company up to $ 10,000 (in thousands): Company Risk Retention Frequency Layer Policy Term Expedited Freight¹ LTL business $ 5,000 Occurrence/Accident² $ 0 to $ 5,000 10/1/2022 to 10/1/2023 Truckload business $ 2,000 Occurrence/Accident² $ 0 to $ 2,000 10/1/2022 to 10/1/2023 LTL, Truckload and Intermodal businesses $ 5,000 Policy Term Aggregate³ $ 5,000 to $ 10,000 10/1/2022 to 10/1/2023 Intermodal $ 1,000 Occurrence/Accident² $ 0 to $ 1,000 10/1/2022 to 10/1/2023 ¹ Excluding the Final Mile business, which is primarily a brokered service. ² For each and every accident/incident, the Company is responsible for damages and defense up to these amounts, regardless of the number of claims associated with any accident/incident. ³ During the Policy Term, the Company is responsible for damages and defense within the stated Layer up to the stated, aggregate amount of Risk Retention before insurance will contribute. Also, from time to time, when brokering freight, the Company may face claims for the “negligent selection” of outside, contracted carriers that are involved in accidents, and the Company maintains third-party liability insurance coverage with a $ 100 deductible per occurrence for most of its brokered services. Additionally, the Company maintains workers’ compensation insurance with a self-insured retention of $ 500 per occurrence. Insurance coverage in excess of the self-insured retention limit is an important part of the Company’s risk management process. 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. 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. Although, an estimate cannot be made of the range of additional loss that is at least reasonably possible. 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. 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. F-34 Forward Air Corporation Notes to Consolidated Financial Statements (Continued) December 31, 2022 (In thousands, except per share data) 10. Employee Benefit Plan The Company sponsors a qualified defined contribution plan covering substantially all employees. 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. The Company contributed $ 2,321 , $ 2,091 and $ 1,683 for the years ended December 31, 2022, 2021 and 2020, respectively. 11. Fair Value of Financial Instruments The Company categorizes its assets and liabilities into one of three levels based on the assumptions used in valuing the asset or liability. Estimates of fair value financial assets and liabilities are based on a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Observable inputs (highest level) reflect market data obtained from independent sources, while unobservable inputs (lowest level) reflect internally developed market assumptions. In accordance with this guidance, fair value measurements are classified under the following hierarchy: • Level 1 - Quoted prices in active markets for identical assets or liabilities. • Level 2 - Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-derived valuations in which all significant inputs are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 - Model-derived valuations in which one or more significant inputs are unobservable. As previously discussed in Note 3, Acquisitions, the estimated fair value of the earn-out liability was determined using the option pricing method. The significant inputs used to calculate the estimated fair value are derived from a combination of observable and unobservable market data. Observable inputs used in 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, 2022 and 2021 are summarized below: As of December 31, 2022 Level 1 Level 2 Level 3 Total Earn-out liability $ — $ — $ — $ — As of December 31, 2021 Level 1 Level 2 Level 3 Total Earn-out liability $ — $ — $ 385 $ 385 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. 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, 2022, the estimated fair value of the Company’s finance lease obligation, based on current borrowing rates, was $ 23,210 , compared to its carrying value of $ 23,794 . 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 . F-35 Forward Air Corporation Notes to Consolidated Financial Statements (Continued) December 31, 2022 (In thousands, except per share data) In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company records assets and liabilities at fair value on a nonrecurring basis. Assets are recorded at fair value on a nonrecurring basis as a result of an impairment charge or assets held for sale. The losses on assets measured at fair value on a nonrecurring, discontinued operation basis are summarized below: 2022 2021 2020 Earn-out asset impairment charge 1 $ — $ 6,967 $ — Goodwill impairment charge 1 — — 5,406 Valuation allowance on assets held for sale 1 — — 22,978 1 See Note 2, Discontinued Operation and Held for Sale . 12. Segment Reporting The Company has two reportable segments: Expedited Freight and Intermodal. The Company evaluates segment performance based on income from operations. Segment results include intersegment revenues and shared costs. Costs related to the corporate headquarters, shared services and shared assets, such as trailers, are allocated to each segment based on usage. Shared assets are not allocated to each segment, but rather the shared assets, such as trailers, are allocated to the Expedited Freight segment. Corporate includes revenues and expenses as well as assets that are not attributable to any of the Company’s reportable segments. 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. Any self-insurance loss exposure beyond the deductible allocated to each segment is recorded in Corporate. 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. No single customer accounted for more than 10% of the Company’s consolidated revenues from continuing operations for the years ended December 31, 2022 or December 31, 2021. F-36 Forward Air Corporation Notes to Consolidated Financial Statements (Continued) December 31, 2022 (In thousands, except per share data) Segment results from operations for the years ended December 31, 2022, 2021 and 2020 were as follows: Year Ended December 31, 2022 Expedited Freight Intermodal Corporate Eliminations Consolidated - Continuing Operations External revenues $ 1,553,705 $ 419,698 $ — $ — $ 1,973,403 Intersegment revenues 185 20 — ( 205 ) — Depreciation 24,656 6,641 101 — 31,398 Amortization 7,236 8,752 — — 15,988 Income (loss) from continuing operations 210,968 56,874 ( 1,866 ) — 265,976 Purchases of property and equipment 39,459 1,270 — — 40,729 Year Ended December 31, 2021 Expedited Freight Intermodal Corporate Eliminations Consolidated - Continuing Operations External revenues $ 1,373,313 $ 289,171 $ — $ — $ 1,662,484 Intersegment revenues 957 43 — ( 1,057 ) ( 57 ) Depreciation 21,623 3,538 63 — 25,224 Amortization 7,219 7,109 — — 14,328 Income (loss) from continuing operations 139,321 30,117 ( 10,137 ) — 159,301 Purchases of property and equipment 36,364 2,745 — — 39,109 Year Ended December 31, 2020 Expedited Freight Intermodal Corporate Eliminations Consolidated - Continuing Operations External revenues $ 1,070,106 $ 199,567 $ — $ — $ 1,269,673 Intersegment revenues 2,195 36 — ( 2,331 ) ( 100 ) Depreciation 19,824 3,693 120 — 23,637 Amortization 7,203 6,285 — — 13,488 Income (loss) from continuing operations 71,266 16,391 ( 13,733 ) — 73,924 Purchases of property and equipment 19,820 448 — — 20,268 Total Assets As of December 31, 2022 $ 683,386 $ 322,001 $ 202,756 $ ( 67 ) $ 1,208,076 As of December 31, 2021 777,987 249,467 90,588 ( 219 ) 1,117,823 A reconciliation from the segment information to the consolidated balances for revenues is set forth below: Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Intersegment revenues - continuing operations $ — $ ( 57 ) $ ( 100 ) Intersegment revenues - discontinued operation — 57 100 Consolidated intersegment revenues $ — $ — $ — F-37 Forward Air Corporation Notes to Consolidated Financial Statements (Continued) December 31, 2022 (In thousands, except per share data) Revenue from the individual services within the Expedited Freight segment for the years ended December 31, 2022, 2021 and 2020 were as follows: Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Expedited Freight revenues: Network $ 947,817 $ 805,015 $ 599,097 Truckload 221,979 223,026 194,058 Final Mile 293,769 275,201 224,475 Other 90,325 71,028 54,671 Total $ 1,553,890 $ 1,374,270 $ 1,072,301 F-38 Forward Air Corporation Schedule II — Valuation and Qualifying Accounts (In thousands) Additions Balance at Beginning of Period Charged to Costs and Expenses Charged to Other Operating Revenue Deductions Balance at End of Period Year ended December 31, 2022 Allowance for doubtful accounts $ 1,734 $ 1,052 $ — $ 1,258 2 $ 1,528 Allowance for revenue adjustments 1 1,526 — 11,347 11,243 3 1,630 Deferred tax valuation allowance 4,625 23 — — 4,648 7,885 1,075 11,347 12,501 7,806 Year ended December 31, 2021 Allowance for doubtful accounts $ 1,268 $ 1,670 $ — $ 1,204 2 $ 1,734 Allowance for revenue adjustments 1 1,005 — 7,943 7,422 3 1,526 Deferred tax valuation allowance 395 4,230 — — 4,625 2,668 5,900 7,943 8,626 7,885 Year ended December 31, 2020 Allowance for doubtful accounts $ 1,316 $ 567 $ — $ 615 2 $ 1,268 Allowance for revenue adjustments 1 737 — 4,751 4,483 3 1,005 Deferred tax valuation allowance 395 — — — 395 2,448 567 4,751 5,098 2,668 1 Represents an allowance for revenue adjustments resulting from future billing rate changes. 2 Represents uncollectible accounts written off, net of recoveries. 3 Represents adjustments to billed accounts receivable. 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