FORWARD AIR CORP 10-Q

Item 1. Financial Statements (Unaudited). Forward Air Corporation Condensed Consolidated Balance Sheets (unaudited and in thousands, except share and per share amounts) September 30, 2023 December 31, 2022 Assets Current assets: Cash and cash equivalents $ 18,843 $ 45,822 Accounts receivable, less allowance of $ 2,852 in 2023 and $ 3,158 in 2022 191,758 221,028 Other current assets 27,129 37,465 Total current assets 237,730 304,315 Property and equipment, net of accumulated depreciation and amortization of $ 243,032 in 2023 and $ 220,669 in 2022 258,248 249,080 Operating lease right-of-use assets 134,726 141,865 Goodwill 356,763 306,184 Other acquired intangibles, net of accumulated amortization of $ 136,802 in 2023 and $ 123,325 in 2022 146,710 154,801 Other assets 56,404 51,831 Total assets $ 1,190,581 $ 1,208,076 Liabilities and Shareholders’ Equity Current liabilities: Accounts payable $ 45,702 $ 54,601 Accrued expenses 56,552 54,291 Other current liabilities 21,619 3,956 Current portion of debt and finance lease obligations 15,053 9,444 Current portion of operating lease liabilities 51,515 47,106 Total current liabilities 190,441 169,398 Finance lease obligations, less current portion 23,387 15,844 Long-term debt, less current portion and debt issuance costs 118,857 106,588 Operating lease liabilities, less current portion 87,938 98,865 Other long-term liabilities 50,966 59,044 Deferred income taxes 53,292 51,093 Shareholders’ equity: Preferred stock, $ 0.01 par value: Authorized shares - 5,000,000 ; no shares issued or outstanding in 2023 and 2022 — — Common stock, $ 0.01 par value: Authorized shares - 50,000,000 ; issued and outstanding shares - 25,662,063 in 2023 and 26,461,293 in 2022 257 265 Additional paid-in capital 280,640 270,855 Retained earnings 384,803 436,124 Total shareholders’ equity 665,700 707,244 Total liabilities and shareholders’ equity $ 1,190,581 $ 1,208,076 The accompanying notes are an integral part of the condensed consolidated financial statements. 3 Table of Contents Forward Air Corporation Condensed Consolidated Statements of Comprehensive Income (unaudited and in thousands, except per share amounts) Three Months Ended September 30, 2023 September 30, 2022 Operating revenues $ 413,447 $ 510,023 Operating expenses: Purchased transportation 190,766 229,326 Salaries, wages and employee benefits 88,159 90,755 Operating leases 22,662 24,965 Depreciation and amortization 15,506 12,269 Insurance and claims 13,626 12,093 Fuel expense 5,917 6,772 Other operating expenses 61,318 62,178 Total operating expenses 397,954 438,358 Income from operations 15,493 71,665 Other expense: Interest expense, net ( 2,655 ) ( 1,544 ) Total other expense ( 2,655 ) ( 1,544 ) Income before income taxes 12,838 70,121 Income tax expense 3,550 17,988 Net income and comprehensive income $ 9,288 $ 52,133 Net income per share Basic $ 0.36 $ 1.94 Diluted $ 0.36 $ 1.93 Dividends per share $ 0.24 $ 0.24 The accompanying notes are an integral part of the condensed consolidated financial statements. 4 Table of Contents Forward Air Corporation Condensed Consolidated Statements of Comprehensive Income (unaudited and in thousands, except per share amounts) Nine Months Ended September 30, 2023 September 30, 2022 Operating revenues $ 1,242,695 $ 1,492,203 Operating expenses: Purchased transportation 557,626 693,648 Salaries, wages and employee benefits 254,365 263,194 Operating leases 76,094 71,097 Depreciation and amortization 43,654 34,994 Insurance and claims 40,768 37,257 Fuel expense 16,975 20,951 Other operating expenses 157,000 166,501 Total operating expenses 1,146,482 1,287,642 Income from operations 96,213 204,561 Other expense: Interest expense, net ( 7,595 ) ( 3,521 ) Total other expense ( 7,595 ) ( 3,521 ) Income before income taxes 88,618 201,040 Income tax expense 23,011 50,791 Net income and comprehensive income $ 65,607 $ 150,249 Net income per share Basic $ 2.51 $ 5.56 Diluted $ 2.50 $ 5.53 Dividends per share $ 0.72 $ 0.72 The accompanying notes are an integral part of the condensed consolidated financial statements. 5 Table of Contents Forward Air Corporation Condensed Consolidated Statements of Cash Flows (unaudited and in thousands) Nine Months Ended September 30, 2023 September 30, 2022 Operating activities: Net income from operations $ 65,607 $ 150,249 Adjustments to reconcile net income from operations to net cash provided by operating activities Depreciation and amortization 43,654 34,994 Change in fair value of earn-out liability — ( 294 ) Share-based compensation expense 9,352 8,743 Provision for revenue adjustments 8,311 7,302 Deferred income tax expense 2,199 1,962 Other 964 417 Changes in operating assets and liabilities, net of effects from the purchase of acquired businesses: Accounts receivable 18,874 ( 43,172 ) Other receivables — 8,097 Other current and noncurrent assets 4,207 6,743 Accounts payable and accrued expenses 6,263 21,773 Net cash provided by operating activities 159,431 196,814 Investing activities: Proceeds from sale of property and equipment 3,275 1,423 Purchases of property and equipment ( 23,418 ) ( 25,401 ) Purchase of a business, net of cash acquired ( 56,703 ) ( 40,433 ) Net cash used in investing activities ( 76,846 ) ( 64,411 ) Financing activities: Repayments of finance lease obligations ( 6,936 ) ( 4,209 ) Proceeds from credit facility 45,000 — Payments on credit facility ( 31,125 ) ( 48,625 ) Payment of earn-out liability — ( 91 ) Proceeds from issuance of common stock upon stock option exercises — 206 Payments of dividends to shareholders ( 18,798 ) ( 19,461 ) Repurchases and retirement of common stock ( 93,811 ) ( 47,774 ) Proceeds from common stock issued under employee stock purchase plan 421 374 Payment of minimum tax withholdings on share-based awards ( 4,315 ) ( 3,293 ) Net cash used in financing activities ( 109,564 ) ( 122,873 ) Net (decrease) increase in cash and cash equivalents ( 26,979 ) 9,530 Cash and cash equivalents at beginning of period 45,822 37,316 Cash and cash equivalents at end of period $ 18,843 $ 46,846 Non-Cash Transactions: Equipment acquired under finance leases $ 18,394 $ 7,582 The accompanying notes are an integral part of the condensed consolidated financial statements. 6 Table of Contents Forward Air Corporation Condensed Consolidated Statements of Shareholders’ Equity (unaudited and in thousands) Common Stock Additional Paid-in Capital Retained Earnings Total Shareholders’ Equity Shares Amount Balance at December 31, 2022 26,462 $ 265 $ 270,855 $ 436,124 $ 707,244 Net income — — — 36,368 36,368 Share-based compensation expense — — 3,149 — 3,149 Payment of dividends to shareholders — — 4 ( 6,349 ) ( 6,345 ) Payment of minimum tax withholdings on share-based awards ( 40 ) — — ( 4,292 ) ( 4,292 ) Repurchases and retirement of common stock ( 474 ) ( 5 ) — ( 50,486 ) ( 50,491 ) Issuance of share-based awards 105 1 ( 1 ) — — Balance at March 31, 2023 26,053 $ 261 $ 274,007 $ 411,365 $ 685,633 Net income — — — 19,951 19,951 Common stock issued under employee stock purchase plan 4 — 421 — 421 Share-based compensation expense — — 3,160 — 3,160 Payment of dividends to shareholders — — 5 ( 6,260 ) ( 6,255 ) Repurchases and retirement of common stock ( 285 ) ( 3 ) — ( 29,298 ) ( 29,301 ) Issuance of share-based awards 14 — — — — Balance at June 30, 2023 25,786 $ 258 $ 277,593 $ 395,758 $ 673,609 Net income — — — 9,288 9,288 Share-based compensation expense — — 3,043 — 3,043 Payment of dividends to shareholders — — 4 ( 6,202 ) ( 6,198 ) Payment of minimum tax withholdings on share-based awards — — — ( 23 ) ( 23 ) Repurchases and retirement of common stock ( 124 ) ( 1 ) — ( 14,018 ) ( 14,019 ) Balance at September 30, 2023 25,662 $ 257 $ 280,640 $ 384,803 $ 665,700 7 Table of Contents Forward Air Corporation Condensed Consolidated Statements of Shareholders’ Equity (unaudited and in thousands) Common Stock Additional Paid-in Capital Retained Earnings Total Shareholders’ Equity Shares Amount Balance at December 31, 2021 26,969 $ 270 $ 258,474 $ 334,910 $ 593,654 Net income — — — 42,686 42,686 Stock options exercised 3 — 206 — 206 Share-based compensation expense — — 2,761 — 2,761 Payment of dividends to shareholders — — 4 ( 6,506 ) ( 6,502 ) Payment of minimum tax withholdings on share-based awards ( 30 ) — — ( 3,254 ) ( 3,254 ) Repurchases and retirement of common stock ( 176 ) ( 2 ) — ( 17,778 ) ( 17,780 ) Issuance of share-based awards 96 1 ( 1 ) — — Balance at March 31, 2022 26,862 $ 269 $ 261,444 $ 350,058 $ 611,771 Net income — — — 55,430 55,430 Common stock issued under employee stock purchase plan 5 — 374 — 374 Share-based compensation expense — — 3,306 — 3,306 Payment of dividends to shareholders — — 5 ( 6,497 ) ( 6,492 ) Payment of minimum tax withholdings on share-based awards ( 1 ) — — ( 39 ) ( 39 ) Issuance of share-based awards 14 — — — — Balance at June 30, 2022 26,880 $ 269 $ 265,129 $ 398,952 $ 664,350 Net income — — — 52,133 52,133 Share-based compensation expense — — 2,676 — 2,676 Payment of dividends to shareholders — — 4 ( 6,471 ) ( 6,467 ) Repurchases and retirement of common stock ( 290 ) ( 3 ) — ( 29,991 ) ( 29,994 ) Balance at September 30, 2022 26,590 $ 266 $ 267,809 $ 414,623 $ 682,698 The accompanying notes are an integral part of the condensed consolidated financial statements. 8 Table of Contents Forward Air Corporation Notes to Condensed Consolidated Financial Statements (unaudited and in thousands, except per share data) September 30, 2023 1. Description of Business and Basis of Presentation Basis of Presentation and Principles of Consolidation Forward Air Corporation and its subsidiaries (“Forward Air ” or the “Company ” ) is a leading asset-light freight and logistics company. The Company has two reportable segments: Expedited Freight and Intermodal. The Company conducts business in the United States, 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 condensed consolidated financial statements include Forward Air Corporation and its wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. The condensed consolidated financial statements of the Company have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature necessary to present fairly the Company’s financial position, results of operations, and cash flows for the periods presented. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Results for interim periods are not necessarily indicative of the results for the year. 2. Revenue Recognition Revenue is recognized when the Company satisfies the performance obligation by the delivery of a shipment in accordance with contractual agreements, bills of lading (“BOLs”) and general tariff provisions. The amount of revenue recognized is measured as the consideration the Company expects to receive in exchange for those services pursuant to a contract with a customer. A contract exists once the Company enters into a contractual agreement with a customer. The Company does not recognize revenue in cases where collectibility is not probable, and defers recognition until collection is probable or payment is received. The Company generates revenue from the delivery of a shipment and the completion of related services. Revenue for the delivery of a shipment is recorded over time to coincide with when customers simultaneously receive and consume the benefits of the delivery services. Accordingly, revenue billed to a customer for the transportation of freight are recognized over the transit period as the performance obligation to the customer is satisfied. The Company determines the transit period for a shipment based on the pick-up date and the delivery date, which may be estimated if delivery has not occurred as of a reporting period. The determination of the transit period and how much of it has been completed as of a given reporting date may require the Company to make judgments that impact the timing of revenue recognized. For delivery of shipments with a pick-up date in one reporting period and a delivery date in another reporting period, the Company recognizes revenue based on relative transit 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. 9 Table of Contents Forward Air Corporation Notes to Condensed Consolidated Financial Statements (unaudited and in thousands, except per share data) September 30, 2023 Revenue is classified based on the line of business as the Company believes that best depicts the nature, timing and amount of revenue and cash flows. For all lines of business, the Company records revenue on a gross basis as it is the principal in the transaction as the Company has discretion to determine the amount of consideration. Additionally, the Company has the discretion to select drivers and other vendors for the services provided to customers. These factors, discretion in the amount of consideration and the selection of drivers and other vendors, support revenue recognized on a gross basis. 3. Acquisitions Expedited Freight Acquisitions In January 2023, the Company acquired certain assets of Land Air Express, Inc. (“Land Air”) for $ 56,567 . Land Air, headquartered in Bowling Green, Kentucky, offers a variety of less-than-truckload services including guaranteed, standard, exclusive, same day, hot shot and pickup and delivery, and operates in over 25 terminals across the United States. The acquisition of Land Air will accelerate the expansion of the Company ’ s national terminal footprint, particularly in the middle part of the United States, and is expected to strategically position the Company to better meet the current and future needs of customers. The acquisition was funded using cash flow from operations and proceeds from the Company ’ s credit facility. The results of Land Air have been included in the Company ’ s Condensed Consolidated Financial Statements as of and from the date of acquisition. The associated goodwill has been included in the Company ’ s Expedited Freight reportable segment. On August 10, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Omni Newco LLC (“Omni”) and certain other parties. Omni, headquartered in Dallas, Texas, is an asset-light, high-touch logistics and supply chain management company with customer relationships in high-growth end markets. Omni delivers domestic and international freight forwarding, fulfillment services, customs brokerage, distribution, and value-added services for time-sensitive freight to U.S.-based customers operating both domestically and internationally. The Merger Agreement provides that the Company, through a series of transactions involving the Company’s direct and indirect subsidiaries (collectively with the other transactions contemplated by the Merger Agreement and the other Transaction Agreements referred to therein, the “Transactions”), will acquire Omni for a combination of (a) $ 150 million in cash and (b) (i) common equity consideration representing 5,135,008 shares of the Company’s outstanding common stock on an as-converted and as-exchanged basis (the “Common Equity Consideration”) and (ii) non-voting, convertible perpetual preferred equity consideration representing, if the Conversion Approval (as defined below) is obtained, an additional 10,615,418 shares of the Company’s common stock on an as-converted and as-exchanged basis (the “Convertible Preferred Equity Consideration”). The Common Equity Consideration will represent, as of the closing of the Transactions (the “Closing”) and before any Conversion Approval, 16.5 % of the Company’s common stock, on a fully diluted, as-exchanged basis. If the Conversion Approval is obtained, the Common Equity Consideration and the Convertible Preferred Equity Consideration together will represent as of Closing 37.7 % of the Company’s common stock on a fully diluted, as-converted and as-exchanged basis. Prior to the consummation of the Transactions, the Company will complete a restructuring, pursuant to which, among other things, the Company will contribute all of its operating assets to Clue Opco LLC, a newly formed subsidiary of the Company (“Opco”). After giving effect to the consummation of the Transactions, Opco will be structured as an umbrella partnership C corporation through which the existing direct and certain indirect equityholders of Omni (“Omni Holders”) will at Closing (i) a portion of the Common Equity Consideration in the form of units of Opco designated as “Class B Units” (“Opco Class B Units”) and corresponding Series B Preferred Units (as defined below) and (ii) a portion of the Convertible Preferred Equity Consideration in the form of units of Opco designated as “Series C-2 Preferred Units” (“Opco Series C-2 Preferred Units”) . Following the Closing, the Company will operate its business through Opco, which will indirectly hold all of the assets and operations of the Company and Omni. Opco will be governed by an amended and restated limited liability company agreement of Opco (“Opco LLCA”) to be entered into at Closing. 10 Table of Contents Forward Air Corporation Notes to Condensed Consolidated Financial Statements (unaudited and in thousands, except per share data) September 30, 2023 The portion of the transaction consideration payable to Omni Holders that is Common Equity Consideration will consist of (a) shares of the Company’s common stock and (b) Opco Class B Units and corresponding Series B Preferred Units that will be exchangeable at the option of the holders thereof into shares of the Company’s common stock pursuant to the Opco LLCA. The portion of the transaction consideration payable to the Omni Holders that is Convertible Preferred Equity Consideration will consist of (a) Series C Preferred Units that will automatically convert into shares of the Company’s common stock upon the receipt of the Conversion Approval and (b) Opco Series C-2 Preferred Units that will be economically equivalent to Series C Preferred Units and will automatically convert into Opco Class B Units and corresponding Series B Preferred Units upon receipt of the Conversion Approval pursuant to the Opco LLCA. If the Conversion Approval is obtained, the Convertible Preferred Equity Consideration will convert into (i) the Company’s common stock and (ii) Opco Class B Units and corresponding Series B Preferred Units. In connection with the Transactions, the Company has agreed to use its reasonable best efforts to obtain the approval of its shareholders to, among other things, convert the Series C Preferred Units to the Company’s common stock in accordance with the listing rules of NASDAQ (the “Conversion Approval”) at the first annual meeting of the Company’s shareholders following the Closing. If the Company does not obtain the Conversion Approval at such annual meeting, then, so long as any Series C Preferred Units remain outstanding, the Company has agreed to continue to use its reasonable best efforts to obtain the Conversion Approval at each annual meeting of shareholders thereafter until the Conversion Approval is obtained. The Company, Opco, Omni Holders and certain other parties will enter into a tax receivable agreement (the “Tax Receivable Agreement”), which sets forth the agreement among the parties regarding the sharing of certain tax benefits realized by the Company as a result of the Transactions. Pursuant to the Tax Receivable Agreement, the Company will be generally obligated to pay certain Omni Holders 83.5 % of (a) the total tax benefit that the Company realizes as a result of increases in tax basis in Opco’s assets resulting from certain actual or deemed distributions and the future exchange of units of Opco for shares of securities of the Company (or cash) pursuant to the Opco LLCA, (b) certain pre-existing tax attributes of certain Omni Holders that are corporate entities for tax purposes, (c) the tax benefits that the Company realizes from certain tax allocations that correspond to items of income or gain required to be recognized by certain Omni Holders, and (d) other tax benefits attributable to payments under the Tax Receivable Agreement. The consummation of the Transactions is subject to customary closing conditions, including the expiration or termination of any waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and there not having occurred with respect to Omni’s business or the Company’s business a material adverse effect, subject to certain customary exceptions. All approvals required from the Omni Holders have been obtained. Neither the Conversion Approval nor the financing are conditions to Closing. On September 28, 2023, the waiting period expired under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, with respect to the Transactions. Series B Preferred Stock Pursuant to Articles of Amendment to the Restated Charter of the Company to be filed with the Secretary of State of the State of Tennessee at Closing (the “Charter Amendment”), the Company will establish the terms of a new series of preferred stock of the Company designated as “Series B Preferred Stock” (the “Series B Preferred Stock”), and, at Closing, certain Omni Holders will receive fractional units (the “Series B Preferred Units”) each representing one one-thousandth of a share of the Company Series B Preferred Stock. Each Series B Preferred Unit will, together with a corresponding Opco Class B Unit, be exchangeable at the option of the holder thereof into one share of the Company’s common stock. 11 Table of Contents Forward Air Corporation Notes to Condensed Consolidated Financial Statements (unaudited and in thousands, except per share data) September 30, 2023 Series C Preferred Stock Pursuant to the Charter Amendment, the Company will also establish the terms of a new series of convertible preferred stock of the Company designated as “Series C Preferred Stock” (the “Series C Preferred Stock”), and, at Closing, certain Omni Holders will receive fractional units (each, a “Series C Preferred Unit”) each representing one one-thousandth of a share of Series C Preferred Stock. The liquidation preference of Series C Preferred Unit will be equal to $ 110.00 per unit, subject to adjustment for any in-kind payment of the Annual Coupon as described below (the “Liquidation Preference”). In addition, the Series C Preferred Units will accrue on each anniversary of issuance a cumulative annual dividend (without any interim accrual) equal to the product of (a) a rate to be fixed at Closing (which will equal the rate per annum equal to a spread of 3.50 % above the yield payable on the most junior tranche of debt issued in connection with the Transactions, rounded to the nearest 0.25%) multiplied by (b) the Liquidation Preference (the “Annual Coupon”). The Annual Coupon will be paid, at the Company’s option, in cash or in-kind by automatically increasing the Liquidation Preference in an equal amount. Commitment Letter In connection with entry into the Merger Agreement, the Company also entered into a commitment letter (the “Commitment Letter”), with Morgan Stanley Senior Funding, Inc., Citigroup Global Markets Inc., Goldman Sachs Bank USA and JPMorgan Chase Bank, N.A. (collectively, the “Commitment Parties”), pursuant to which the Commitment Parties committed to provide to Opco, subject to the terms and conditions of the Commitment Letter, (i) up to $ 1,850 million of indebtedness in the form of a senior secured bridge loan facility and a senior secured first lien term loan “B” facility and (ii) a $ 400 million senior secured revolving credit facility (collectively, the “Facilities”). The proceeds of the Facilities will be used to (a) finance a portion of the cash consideration for the Transactions and other amounts payable by the Company and its subsidiaries under the Merger Agreement, (b) refinance certain existing indebtedness of the Company and Omni and (c) in the case of the revolving credit facility described above, finance working capital and general corporate purposes of Opco. Senior Secured Notes On September 20, 2023, the Company announced that, in connection with the Merger Agreement, GN Bondco, LLC, a wholly owned subsidiary of Omni, (the “Escrow Issuer”) commenced a private offering of $ 725,000 aggregate principal amount of its 9.5 % senior secured notes due 2031 (the “Notes”) in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) (the “Notes Offering”). The Notes and the related future guarantees have not been, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws. The Notes will bear interest at a rate of 9.5 % per annum, payable semiannually in cash in arrears on April 15 and October 15 of each year, commencing April 15, 2024. The Notes will mature on October 15, 2031. On October 2, 2023, the Escrow Issuer closed its Notes Offering and the Notes were issued pursuant to an indenture (the “Indenture”'), dated as of October 2, 2023, between the Escrow Issuer and U.S. Bank Trust Company, National Association, as trustee and notes collateral agent. In addition, the Company and the Escrow Issuer entered into an escrow agreement (the “Escrow Agreement”) pursuant to which the initial purchasers of the Notes deposited the gross proceeds of the sale of the Notes into an escrow account and the Company deposited additional funds required to be deposited therein pursuant to the terms of the Escrow Agreement. On a monthly basis starting in December 2023, the Company is required to deposit or cause to be deposited additional amounts into the escrow account (unless an escrow release has occurred). In connection with the Merger Agreement, the Escrow Issuer will be merged with and into Opco, with Opco surviving the merger as a wholly owned subsidiary of the Company (the “Escrow Merger”). Upon consummation of the Escrow Merger, Opco would assume the obligations of the Escrow Issuer under the Notes and the Indenture and become the “Issuer” thereunder of executing a supplemental indenture to the Indenture. If the Merger is not consummated on or prior to June 30, 2024 (the “Escrow Outside Date”), or if, prior to such date, (i) the Company notifies the escrow agent that the Merger Agreement has been terminated in accordance with its terms or (ii) the Company issues a press release indicating that the Merger will not be consummated on or prior to the Escrow Outside Date (or at all), then, in each case, the Escrow Issuer will be required to redeem all of the notes at a special mandatory redemption price equal to the initial issue price of the Notes, plus accrued and unpaid interest to, but excluding, the special mandatory redemption date. 12 Table of Contents Forward Air Corporation Notes to Condensed Consolidated Financial Statements (unaudited and in thousands, except per share data) September 30, 2023 New Senior Secured Term Loan Facility On September 22, 2023, the Company priced and allocated a $ 1,125,000 term loan “B” facility (the “New Term Loan Facility”) to a group of prospective lenders in connection with the financing of the Merger. Loans under the New Term Loan Facility bear interest at a rate equal to, at the Company’s option, the Secured Overnight Financing Rate (“SOFR”) plus 4.50 % or the alternate base rate plus 3.50 %, subject to an interest rate floor of 0.75 % and 1.75 %, respectively, and to be issued at an issue price of 96.0 %. The Company elected to include a ticking fee construct to the New Term Loan Facility such that beginning on October 23, 2023, a fee, calculated as 50 % of the interest rate margin or 2.25 %, is earned by the prospective lender through November 21, 2023. On November 22, 2023, the fee is increased to 4.50 % plus SOFR, until the New Term Loan Facility is closed into escrow or the Merger is not consummated. Due Diligence and Transaction Costs For the three and nine months ended September 30, 2023, the Company recorded $ 22,371 and $ 27,871 , respectively, of due diligence and transactions costs incurred in connection with the acquisition of Omni. The due diligence and transaction costs were recorded in “Other operating expenses” in the Condensed Consolidated Statements of Comprehensive Income. Intermodal Acquisitions 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 Condensed Consolidated Financial Statements as of and from the date of acquisition. The associated goodwill has been included in the Company’s Intermodal reportable segment. 13 Table of Contents Forward Air Corporation Notes to Condensed Consolidated Financial Statements (unaudited and in thousands, except per share data) September 30, 2023 Fair Value of Assets Acquired and Liabilities Assumed Assets acquired and liabilities assumed as of the acquisition date are presented in the following table: Edgmon Land Air May 31, 2022 January 31, 2023 Tangible assets: Accounts receivable $ 4,963 $ — Property and equipment 613 738 Total tangible assets 5,576 738 Intangible assets: Customer relationships 13,051 4,513 Non-compete agreements 172 873 Goodwill 22,195 50,443 Total intangible assets 35,418 55,829 Total assets acquired 40,994 56,567 Liabilities assumed: Current liabilities 1 — Total liabilities assumed 1 — Net assets acquired $ 40,993 $ 56,567 The preliminary purchase price for Land Air has been allocated to assets acquired and liabilities assumed based on the the Company’s best estimates and assumptions using the information available as of the acquisition date through the date of this filing. The provisional measurements of identifiable assets and liabilities, and the resulting goodwill related to the acquisition are subject to adjustments in subsequent periods as the Company finalizes its purchase price allocation, including the third-party valuation. The Company expects to finalize the 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 Edgmon Land Air Customer relationships 9 years 12 years Non-compete agreements 5 years 5 years 14 Table of Contents Forward Air Corporation Notes to Condensed Consolidated Financial Statements (unaudited and in thousands, except per share data) September 30, 2023 4. Goodwill and Intangible Assets Goodwill Changes in the carrying amount of goodwill during the nine months ended September 30, 2023 are summarized as follows: Expedited Freight Intermodal Consolidated Balance as of December 31, 2022 $ 169,288 $ 136,896 $ 306,184 Acquisition 50,443 136 50,579 Balance as of September 30, 2023 $ 219,731 $ 137,032 $ 356,763 The Company ’ s accumulated goodwill impairment is $ 25,686 related to impairment charges the Company recorded during 2016 pertaining to its Truckload Services reporting unit. The Truckload Services reporting unit operates within the Expedited Freight reportable segment. As of September 30, 2023, approximately $ 277,619 of goodwill is deductible for tax purposes. Goodwill is tested for impairment on an annual basis and more often if indications of impairment exist. The Company conducts its annual impairment analyses as of June 30 each year. There have been no indicators of impairment during the three months ended September 30, 2023. Other Intangible Assets Changes in the carrying amount of acquired intangible assets during the nine months ended September 30, 2023 are summarized as follows: Gross Carrying Amount Customer Relationships 1 Non-Compete Agreements Trade Names Total Balance as of December 31, 2022 $ 267,870 $ 8,756 $ 1,500 $ 278,126 Acquisition 4,513 873 — 5,386 Balance as of September 30, 2023 $ 272,383 $ 9,629 $ 1,500 $ 283,512 Accumulated Amortization Customer Relationships 1 Non-Compete Agreements Trade Names Total Balance as of December 31, 2022 $ 114,380 $ 7,445 $ 1,500 $ 123,325 Amortization expense 12,980 497 — 13,477 Balance as of September 30, 2023 $ 127,360 $ 7,942 $ 1,500 $ 136,802 1 Carrying value as of September 30, 2023 and December 31, 2022 is inclusive o f $ 16,501 of accumulated impairment. 15 Table of Contents Forward Air Corporation Notes to Condensed Consolidated Financial Statements (unaudited and in thousands, except per share data) September 30, 2023 5. Stock Incentive Plans Stock Incentive Plan The Company recorded share-based compensation expense as follows for the three and nine months ended September 30, 2023 and 2022: Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Share-based compensation expense $ 2,736 $ 2,355 $ 8,349 $ 7,661 In May 2016, the Company adopted the 2016 Omnibus Incentive Compensation Plan (the “Omnibus Plan”) for the issuance of up to 2,000 common shares to employees. As of September 30, 2023, appro ximatel y 568 shares remain available for grant under the Omnibus Plan. Stock Options Certain executives are eligible to receive grants of stock options. Stock options vest over a three-year period from the date of grant. Share-based compensation expense associated with these awards is amortized ratably over the vesting period. The Company estimates the fair value of the grants using the Black-Scholes option-pricing model. Stock option transactions during the nine months ended September 30, 2023 were as follows: Stock Options Weighted-Average Exercise Price Outstanding as of January 1 376 $ 66.13 Granted 55 115.42 Exercised — — Forfeited ( 61 ) 44.97 Outstanding as of September 30 370 $ 76.91 As of September 30, 2023, the total share-based compensation expense related to unvested stock options not yet recognized w as $ 2,554 , and the weighted-average period over which it is expected to be recognized is approximately two years . 16 Table of Contents Forward Air Corporation Notes to Condensed Consolidated Financial Statements (unaudited and in thousands, except per share data) September 30, 2023 Restricted Shares The Company’s primary long-term incentive plan is a restricted share award plan that entitles employees to receive shares of the Company’s common stock subject to vesting requirements based on continued employment. Shares granted under the restricted share award plan are restricted from sale or transfer until vesting, and the restrictions lapse in three equal installments beginning one year after the date of grant. Dividends are paid in cash on a current basis throughout the vesting period. Share-based compensation expense associated with these awards is amortized ratably over the requisite service period. Restricted share transactions during the nine months ended September 30, 2023 were as follows: Restricted Shares Weighted-Average Grant Date Fair Value Outstanding as of January 1 151 $ 87.82 Granted 78 114.92 Vested ( 75 ) 81.11 Forfeited ( 9 ) 104.39 Outstanding as of September 30 145 $ 104.82 As of September 30, 2023, the total share-based compensation expense related to restricted shares not yet recognized was $ 10,624 , and the weighted-average period over which it is expected to be recognized is approximately two years . Performance Awards Performance awards are based on achieving certain financial targets, such as targets for earnings before interest, taxes, depreciation and amortization, and the Company’s total shareholder return as compared to the total shareholder return of a selected peer group, as determined by the Board of Directors (“Board”). Performance targets are set at the beginning of each three-year measurement period. Share-based compensation expense associated with these awards is amortized ratably over the vesting period. Depending on the financial target, the compensation expense is determined based on the projected assessment of the level of performance that will be achieved. The Company estimates the fair value of the grants with a financial target based on the Company’s total shareholder return using a Monte Carlo simulation model. Performance award transactions during the nine months ended September 30, 2023 were as follows assuming target levels of performance: Performance Awards Weighted-Average Grant Date Fair Value Outstanding as of January 1 70 $ 87.74 Granted 18 120.27 Additional shares awarded based on performance 4 68.75 Earned ( 31 ) 69.10 Forfeited or unearned — — Outstanding as of September 30 61 $ 105.95 As of September 30, 2023, 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 performan ce that will be achieved, was $ 3,089 , and the weighted-average period over which it is expected to be recognized is approximately two years . 17 Table of Contents Forward Air Corporation Notes to Condensed Consolidated Financial Statements (unaudited and in thousands, except per share data) September 30, 2023 Employee Stock Purchase Plan Under the 2005 Employee Stock Purchase Plan (the “ESPP”), the Company is authorized to issue up to a remaining 310 shares of common stock to employees. These shares may be issued at a price equal to 90 % of the lesser of the market value on the first day or the last day of each six-month purchase period. Common stock purchases are paid for through periodic payroll deductions and/or up to two large lump sum contributions. Employee stock purchase plan activity and related information was as follows: Nine Months Ended September 30, 2023 September 30, 2022 Shares purchased by participants under the ESPP 4 5 Average purchase price $ 94.23 $ 82.76 Weighted-average fair value of each purchase right under the ESPP granted¹ $ 10.47 $ 9.20 Share-based compensation expense for ESPP $ 42 $ 42 ¹ Equal to the discount from the market value of the common stock at the end of each six month purchase period. Director Restricted Shares Under the Amended and Restated Non-Employee Director Stock Plan (the “Amended Plan”), approved in May 2007 and further amended in February 2013 and January 2016, up to 360 of common shares may be issued. As of September 30, 2023, approxim ately 47 shares re main 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. Director restricted share transactions during the nine months ended September 30, 2023 were as follows: Director Restricted Shares Weighted-Average Grant Date Fair Value Outstanding as of January 1 15 $ 93.70 Granted 15 96.10 Vested ( 15 ) 93.70 Forfeited ( 1 ) 96.10 Outstanding as of September 30 14 $ 96.10 For the three and nine months ended September 30, 2023, the Company re corded $ 307 and $ 1,003 , re spectively, of share-based compensation expense associated with these grants. For the three and nine months ended September 30, 2022, the Company recorded $ 321 and $ 1,040 , respectively, of share-based compensation expense associated with these grants. As of September 30, 2023, the total share-based compensation expense related to the restricted shares not yet recognized was $ 790 , and the weighted-average period over which it is expected to be recognized is approximately less than one year . 18 Table of Contents Forward Air Corporation Notes to Condensed Consolidated Financial Statements (unaudited and in thousands, except per share data) September 30, 2023 6. Indebtedness Long-term debt consisted of the following as of September 30, 2023 and December 31, 2022: September 30, 2023 December 31, 2022 Credit facility, expires 2026 $ 122,375 $ 108,500 Debt issuance costs ( 330 ) ( 418 ) 122,045 108,082 Less: Current portion of long-term debt ( 3,188 ) ( 1,494 ) Total long-term debt, less current portion $ 118,857 $ 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 September 30, 2023 and December 31, 2022, the Company had $ 265,166 and $ 279,966 , respectively, of available borrowing capacity under the Facility. The Facility contains covenants that, among other things, restrict the ability of the Company, without the approval of the required lenders, to engage in certain mergers, consolidations, asset sales, dividends and stock repurchases, investments, and other transactions or to incur liens or indebtedness in excess of agreed thresholds, as set forth in the credit agreement. The Company also has to fulfill financial covenants with respect to a leverage ratio and an interest coverage ratio. As of September 30, 2023, the Company was in compliance with the aforementioned covenants. 19 Table of Contents Forward Air Corporation Notes to Condensed Consolidated Financial Statements (unaudited and in thousands, except per share data) September 30, 2023 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 o f 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 weighted average interest rate on the borrowings under the credit facility was 6.70 % and 3.33 % as of September 30, 2023, and 2022, 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 September 30, 2023 and December 31, 2022, outstanding letters of credit totaled $ 19,834 and $ 20,034 , respectively. 20 Table of Contents Forward Air Corporation Notes to Condensed Consolidated Financial Statements (unaudited and in thousands, except per share data) September 30, 2023 7. Net Income Per Share Basic net income per common share is computed by dividing net income 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 per common share pursuant to the two-class method. Diluted net income per common share assumes the exercise of outstanding stock options and the vesting of performance share awards using the treasury stock method when the effects of such assumptions are dilutive. A reconciliation of net income attributable to Forward Air and weighted-average common shares outstanding for purposes of calculating basic and diluted net income per share during the three and nine months ended September 30, 2023 and 2022 is as follows: Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Numerator: Net income attributable to Forward Air $ 9,288 $ 52,133 $ 65,607 $ 150,249 Income allocated to participating securities ( 57 ) ( 325 ) ( 357 ) ( 838 ) Numerator for basic and diluted net income per share $ 9,231 $ 51,808 $ 65,250 $ 149,411 Denominator: Denominator for basic net income per share - weighted-average number of common shares outstanding 25,697 26,769 25,995 26,864 Dilutive stock options and performance share awards 74 133 101 135 Denominator for diluted net income per share - weighted-average number of common shares and common share equivalents outstanding 25,771 26,902 26,096 26,999 Net income per share: Basic $ 0.36 $ 1.94 $ 2.51 $ 5.56 Diluted $ 0.36 $ 1.93 $ 2.50 $ 5.53 The number of shares that were not included in the calculation of net income per diluted share because to do so would have been anti-dilutive for the three and nine months ended September 30, 2023 and 2022 are as follows: Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Anti-dilutive stock options 112 57 105 49 Anti-dilutive performance shares 18 13 16 11 Anti-dilutive restricted shares and deferred stock units 72 — 61 — Total anti-dilutive shares 202 70 182 60 21 Table of Contents Forward Air Corporation Notes to Condensed Consolidated Financial Statements (unaudited and in thousands, except per share data) September 30, 2023 8. Income Taxes For the nine months ended September 30, 2023 and 2022, the Company recorded income tax expense of $ 23,011 and $ 50,791 , respectively. The effective tax rate of 26.0 % for the nine months ended September 30, 2023 varied from the statutory United States federal income tax rate of 21.0% primarily due to the effect of state income taxes, net of the federal benefit, and non-deductible executive compensation, partially offset by excess tax benefits realized on share-based awards. The effective tax rate of 25.3 % for the nine months ended September 30, 2022 varied from the statutory United States federal income tax rate of 21.0% primarily due to the effect of state income taxes, net of the federal benefit, and non-deductible executive compensation, partially offset by excess tax benefits realized on share-based awards. The Company recognizes income tax benefits from uncertain tax positions where the realization of the ultimate benefit is uncertain. As of both September 30, 2023 and December 31, 2022, the Company had $ 198 of unrecognized income tax benefits, all of which would affect the Company’s effective tax rate if recognized. As of both September 30, 2023 and December 31, 2022, the Company had accrued interest and penalties related to unrecognized tax benefits of $ 85 . 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 sale of the Pool Distribution business in February 2021 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 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. 9. Fair Value of Financial Instruments Cash and cash equivalents, accounts receivable, and accounts payable are valued at their carrying amounts in the Company’s Condensed 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 September 30, 2023, the estimated fair value of the Company’s finance lease obligation, based on current borrowing rates, was $ 34,140 , compared to its carrying value of $ 35,252 . 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 . 22 Table of Contents Forward Air Corporation Notes to Condensed Consolidated Financial Statements (unaudited and in thousands, except per share data) September 30, 2023 10. Shareholders’ Equity Cash Dividends During the first, second and third quarters of 2023, the Board declared and the Company has paid a quarterly cash dividend of $ 0.24 per common share. During each quarter of 2022, the Company’s Board declared and the Company paid a quarterly cash dividend of $ 0.24 per common share. On October 24, 2023, the Board declared a quarterly cash dividend of $ 0.24 per common share that will be paid in the fourth quarter of 2023. Share Repurchase Program On February 5, 2019, the Board 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 nine months ended September 30, 2023, the Company repurchased through open market transactions 883 shares of common stock for $ 93,811 , or an average of $ 106.21 per share, and during the nine months ended September 30, 2022, the Company repurchased through open market transactions 466 shares of common stock for $ 47,774 , or an average of $ 102.44 per share. All shares received were retired upon receipt, and the excess of the purchase price over the par value per share was recorded to “Retained Earnings ” in the Condensed Consolidated Balance Sheets. As of September 30, 2023, the remaining shares permitted to be repurchased under the 2019 Repurchase Plan were approximately 1,349 shares. 11. Commitments and Contingencies Contingencies On September 26, 2023, Rodney Bell, Michael A. Roberts and Theresa Woods, three shareholders of the Company, filed a complaint (the “Shareholder Complaint”) against the Company and certain of its directors and officers in the Third District Chancery Court sitting in Greeneville, Tennessee. The Shareholder Complaint alleges, among other things, that the Company’s shareholders have the right to vote on certain transactions contemplated by the Merger Agreement and seeks an injunction against the consummation of the transaction until a shareholder vote was held. Based on the allegations contained in the Shareholder Complaint, the court issued an ex parte temporary restraining order (the “ TRO ”) enjoining the transactions contemplated by the Merger Agreement. On October 4, 2023, the shareholder plaintiffs filed an amended complaint setting forth additional bases for their contention that the transactions set forth in the Merger Agreement necessitated a shareholder vote under Tennessee law. On October 4, 2023, the shareholder plaintiffs further filed a motion for a temporary injunction enjoining the closing of the transaction until the entry of a final judgment as to the requirement for a shareholder vote. On October 11, 2023, the court held a hearing on the plaintiffs’ motion for a temporary injunction, at the conclusion of which it took the matter under advisement and entered an order extending the TRO until further order of the court. On October 25, 2023, the court held a telephonic conference in which it ordered the dissolution of the TRO. The court did not grant the shareholder plaintiffs’ request for a temporary injunction. On October 26, 2023, the shareholder plaintiffs filed an emergency motion to reinstate the TRO and for leave to take an interlocutory appeal. On October 31, 2023, the court held an emergency hearing on the shareholder plaintiffs’ request to reinstate the TRO and to take an interlocutory appeal of the court’s ruling. During the hearing, the shareholder plaintiffs withdrew their request to reinstate the TRO. The court took the request for leave to take an interlocutory appeal under advisement. 23 Table of Contents Forward Air Corporation Notes to Condensed Consolidated Financial Statements (unaudited and in thousands, except per share data) September 30, 2023 On October 31, 2023, Omni filed a complaint (the “Omni Complaint”) against the Company and certain of its direct and indirect subsidiaries in the Court of Chancery in the State of Delaware. The Omni Complaint alleges, among other things, that the Company is in breach of its obligation to close the transactions contemplated by the Merger Agreement and seeks specific performance to compel the Company to close and related declaratory relief. the Company has not yet formally responded to the Omni Complaint, but the Company believes that Omni has not complied with certain of its obligations under Sections 7.03 and 7.14 of the Merger Agreement. Consequently, the Company believes the closing condition contained in Section 8.02(b) of the Merger Agreement will not be satisfied at the anticipated closing of the transactions under the Merger Agreement, and the Company will not be obligated to close. As a result, the Company is considering its rights and obligations under the Merger Agreement. the Company intends to vigorously defend its rights in this matter, but there can be no assurance that Omni will not prevail in its claims or that the court will not compel the Company to close the transactions contemplated by the Merger Agreement. 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 the condensed 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. 24 Table of Contents Forward Air Corporation Notes to Condensed Consolidated Financial Statements (unaudited and in thousands, except per share data) September 30, 2023 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 continue. 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. 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. 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 described in the Summary of Significant Accounting Policies as disclosed in Note 1 to the Annual Report on Form 10-K for the year ended December 31, 2022, 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. 25 Table of Contents Forward Air Corporation Notes to Condensed Consolidated Financial Statements (unaudited and in thousands, except per share data) September 30, 2023 Segment results from operations for the three and nine months ended September 30, 2023 and 2022 are as follows: Three Months Ended September 30, 2023 Expedited Freight Intermodal Corporate Eliminations Consolidated External revenues $ 351,312 $ 62,135 $ — $ — $ 413,447 Intersegment revenues 34 48 — ( 82 ) — Depreciation 8,372 2,626 — — 10,998 Amortization 1,947 2,561 — — 4,508 Income (loss) from operations 36,351 4,744 ( 25,602 ) — 15,493 Purchases of property and equipment 5,822 21 — — 5,843 Three Months Ended September 30, 2022 Expedited Freight Intermodal Corporate Eliminations Consolidated External revenues $ 395,607 $ 114,416 $ — $ — $ 510,023 Intersegment revenues 28 5 — ( 33 ) — Depreciation 6,331 1,782 — — 8,113 Amortization 1,809 2,347 — — 4,156 Income (loss) from operations 56,304 16,610 ( 1,249 ) — 71,665 Purchases of property and equipment 6,434 294 — — 6,728 26 Table of Contents Forward Air Corporation Notes to Condensed Consolidated Financial Statements (unaudited and in thousands, except per share data) September 30, 2023 Nine Months Ended September 30, 2023 Expedited Freight Intermodal Corporate Eliminations Consolidated External revenues $ 1,028,173 $ 214,522 $ — $ — $ 1,242,695 Intersegment revenues 103 81 — ( 184 ) — Depreciation 23,121 7,056 — — 30,177 Amortization 5,794 7,683 — — 13,477 Income (loss) from operations 100,298 20,259 ( 24,344 ) — 96,213 Purchases of property and equipment 22,834 584 — — 23,418 Nine Months Ended September 30, 2022 Expedited Freight Intermodal Corporate Eliminations Consolidated External revenues $ 1,180,947 $ 311,256 $ — $ — $ 1,492,203 Intersegment revenues 136 16 — ( 152 ) — Depreciation 18,010 4,766 101 — 22,877 Amortization 5,428 6,689 — — 12,117 Income (loss) from operations 167,091 43,005 ( 5,535 ) — 204,561 Purchases of property and equipment 24,155 1,246 — — 25,401 Total Assets As of September 30, 2023 $ 811,940 $ 277,629 $ 101,082 $ ( 70 ) $ 1,190,581 As of December 31, 2022 683,386 322,001 202,756 ( 67 ) 1,208,076 Revenue from the individual services within the Expedited Freight segment for the three and nine months ended September 30, 2023 and 2022 are as follows: Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Expedited Freight revenues: Network $ 216,977 $ 240,482 $ 628,670 $ 726,054 Truckload 38,800 55,607 120,976 171,659 Final Mile 72,471 76,822 210,388 215,608 Other 23,098 22,724 68,242 67,762 Total $ 351,346 $ 395,635 $ 1,028,276 $ 1,181,083 27