Forward Air Corporation (NASDAQ:FWRD) Q4 2020 Earnings Conference Call February 12, 2021 9:00 AM ET Company Participants Tom Schmitt - Chief Executive Officer Mike Morris - Chief Financial Officer Conference Call Participants Bruce Chan - Stifel Wade Schaller - Stephens Scott Group - Wolfe Research Tyler Brown - Raymond James Todd Fowler - KeyBanc Capital Markets Operator Thank you for joining Forward Air Corporation's Fourth Quarter 2020 Earnings Release Conference Call. Before we begin, I'd like to point ...

Financial Data and Key Metrics Changes - In Q3 2020, the overall tonnage increased by 3.6% compared to the previous year, with July, August, and September showing increases of 1.7%, 4.5%, and 4.6% respectively [7] - The company reported a margin improvement in its Expedited Freight segment, with margins rising from 5% in Q2 to 10% in September [11] - The EPS guidance for Q4 2020 is projected to be between $0.71 and $0.75, compared to $0.79 in Q4 2019 [17] Business Line Data and Key Metrics Changes - The essential freight segment saw an 8% year-over-year increase, indicating a shift towards more essential services [9] - The company implemented various pricing actions, including a California surcharge and modifications to fuel surcharges, to enhance margins [10] - The intermodal segment experienced a decline in trade volumes by 12% in the quarter, attributed to delays in inventory replenishment [74] Market Data and Key Metrics Changes - Daily tonnage in LTL for October was up around 6%, indicating robust demand despite potential trade-offs between volume growth and yield [30] - The company noted that outside miles were around 7.5% of total miles, excluding California, which increased to 14.5% when including California due to congestion [55] Company Strategy and Development Direction - The company is focused on organic expansion, with new LTL terminals opened in Columbia, Missouri, and Roanoke, Virginia, and plans for more in the near future [12] - There is a strong commitment to M&A activity, with recent acquisitions in the final mile and intermodal segments, and a focus on maintaining operational precision [13][14] - The company aims for double-digit annual revenue growth and is committed to enhancing service levels and operational efficiency [11][15] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in maintaining strong liquidity and cash flow, having repaid $20 million on their credit line and increased the quarterly dividend by 16.7% [19][20] - The management acknowledged the challenges posed by COVID-19 but emphasized the importance of adapting to changing market conditions and customer needs [3][4] - There is an expectation for continued recovery in the intermodal segment as inventory levels normalize [75] Other Important Information - The company has returned over $350 million to shareholders over the past five years through dividends and share repurchases [20] - The management highlighted the importance of driver retention and satisfaction in maintaining service levels and operational efficiency [58] Q&A Session Summary Question: Can you elaborate on the pricing actions being taken? - Management indicated that pricing actions include temporary surcharges due to congestion, with a mix of permanent and temporary measures to enhance revenue capture [26][28] Question: What is the mix of freight in the network currently? - The current mix includes a significant focus on organic growth and new verticals, with a shift towards essential freight categories [32][33] Question: How is the company approaching M&A in the LTL segment? - Management stated that they are open to opportunities in LTL and are looking at both tuck-in acquisitions and larger deals that fit their operational model [103] Question: What is the outlook for the intermodal segment? - Management expects a recovery in intermodal volumes as inventory levels normalize, with recent weeks showing positive trends [75] Question: How is the company positioning for potential vaccine distribution? - The company is actively engaging with customers in the pharma and life sciences sectors to support supply chains related to vaccine distribution [104][105]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 000-22490 FORWARD AIR CORPORATION (Exact name of registrant as specified in its charter) | Tennessee | | | 62-1120025 | | --- | --- | --- | --- | | (State or other jurisdiction ...

Forward Air Corporation (NASDAQ:FWRD) Q2 2020 Earnings Conference Call July 31, 2020 9:00 AM ET Company Participants Tom Schmitt - Chief Executive Officer Mike Morris - Chief Financial Officer Conference Call Participants Jack Atkins - Stephens Zachary Haggerty - KeyBanc Capital Markets Ben Hartford - Baird Scott Group - Wolfe Research Jizong Chan - Stifel Nicolaus Operator Thank you for joining Forward Air Corporation's Second Quarter 2020 Earnings Release Conference Call. Before we begin, I'd like to poi ...

Part I. Financial Information [Item 1. Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) Unaudited Q2 2020 financials show significant net income decline, driven by COVID-19 and Pool Distribution reclassification [Consolidated Balance Sheets](index=3&type=section&id=Consolidated%20Balance%20Sheets) By June 30, 2020, total assets increased to $1.07 billion, liabilities grew, and shareholders' equity slightly decreased Consolidated Balance Sheet Highlights (in thousands) | Balance Sheet Item | June 30, 2020 | December 31, 2019 | | :--- | :--- | :--- | | **Total Assets** | **$1,072,499** | **$990,878** | | Total current assets | $247,291 | $236,318 | | Goodwill and other acquired intangibles, net | $389,385 | $340,556 | | Assets held for sale (Current & Noncurrent) | $86,464 | $91,656 | | **Total Liabilities** | **$506,207** | **$413,696** | | Total current liabilities | $146,852 | $137,164 | | Debt and finance lease obligations, less current portion | $136,549 | $72,249 | | Liabilities held for sale (Current & Noncurrent) | $60,117 | $61,917 | | **Total Shareholders' Equity** | **$566,292** | **$577,182** | [Consolidated Statements of Comprehensive Income](index=5&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income) Q2 2020 operating revenue decreased 7.0% to $281.7 million, with net income plummeting to $3.2 million due to discontinued operations Q2 Financial Performance (in thousands, except per share data) | Metric | Q2 2020 | Q2 2019 | Change | | :--- | :--- | :--- | :--- | | Operating Revenue | $281,678 | $302,887 | -7.0% | | Income from Continuing Operations | $13,914 | $29,070 | -52.1% | | Net Income from Continuing Operations | $9,225 | $21,244 | -56.6% | | (Loss) from Discontinued Operations | $(6,071) | $1,086 | N/A | | **Net Income** | **$3,154** | **$22,330** | **-85.9%** | | Diluted EPS | $0.11 | $0.78 | -85.9% | Six-Month Financial Performance (in thousands, except per share data) | Metric | H1 2020 | H1 2019 | Change | | :--- | :--- | :--- | :--- | | Operating Revenue | $587,235 | $581,848 | +0.9% | | Income from Continuing Operations | $29,687 | $52,772 | -43.7% | | Net Income from Continuing Operations | $20,641 | $38,931 | -47.0% | | (Loss) from Discontinued Operations | $(9,112) | $1,806 | N/A | | **Net Income** | **$11,529** | **$40,737** | **-71.7%** | | Diluted EPS | $0.40 | $1.41 | -71.6% | [Consolidated Statements of Cash Flows](index=6&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) H1 2020 operating cash flow was $59.9 million, investing activities used $69.2 million for acquisitions, and financing provided $25.4 million Cash Flow Summary - Six Months Ended June 30 (in thousands) | Cash Flow Activity | 2020 | 2019 | | :--- | :--- | :--- | | **Continuing Operations** | | | | Net cash provided by operating activities | $59,929 | $64,270 | | Net cash used in investing activities | $(69,157) | $(40,206) | | Net cash provided by (used in) financing activities | $25,395 | $(34,944) | | **Discontinued Operations** | | | | Cash (used in) provided by operating activities | $(4,672) | $7,494 | | **Net Increase (Decrease) in Cash** | **$16,167** | **$(10,880)** | [Notes to Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Notes detail Pool Distribution divestiture, Linn Star acquisition, no goodwill impairment, and $132.5 million outstanding on the credit facility - On April **23, 2020**, the Board approved a strategy to divest the Pool Distribution business, which is now classified as a discontinued operation and held for sale[21](index=21&type=chunk)[27](index=27&type=chunk)[36](index=36&type=chunk) - In January **2020**, the company acquired Linn Star for **$57.2 million** to expand its Final Mile services within the Expedited Freight segment[44](index=44&type=chunk) - Annual goodwill impairment testing as of June **30, 2020**, indicated no impairment, with the fair value of each reporting unit exceeding its carrying value by at least **49.4%**[54](index=54&type=chunk) - As of June **30, 2020**, the company had **$132.5 million** in borrowings outstanding under its revolving credit facility, with **$77.1 million** of available capacity[92](index=92&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=34&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses COVID-19's impact on volumes, strategic LTL and Final Mile growth, operating income decline, and liquidity enhancement measures [Trends and Developments](index=34&type=section&id=Trends%20and%20Developments) COVID-19 significantly impacted the business, leading to strategic LTL and Final Mile investments, Pool business divestiture, and increased ESG focus - The COVID-19 pandemic presents a meaningful challenge due to the company's exposure to air freight, ocean freight, and physical retail, impacting volumes in both Expedited Freight and Intermodal segments[139](index=139&type=chunk) - The company is making key investments to emerge as a stronger LTL competitor, integrating Final Mile operations, and growing its truckload brokerage[142](index=142&type=chunk) - To improve financial flexibility during the pandemic, the company increased its revolving credit facility by **$75 million** and deferred approximately **$12 million** in **2020** tax payments under the CARES Act[147](index=147&type=chunk) - The company is enhancing its ESG focus, appointing a head of Corporate ESG in Q1 **2020** and partnering with programs like EPA SmartWay and Hope for the Warriors[151](index=151&type=chunk)[153](index=153&type=chunk)[156](index=156&type=chunk) [Results of Operations](index=37&type=section&id=Results%20of%20Operations) Q2 2020 consolidated revenue fell 7.0% to $281.7 million, with operating income down 52.2%, impacted by declines in Expedited Freight Network and Intermodal Q2 2020 vs Q2 2019 Segment Performance (in millions) | Segment | Revenue Q2 2020 | Revenue Q2 2019 | % Change | Income from Ops Q2 2020 | Income from Ops Q2 2019 | % Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Expedited Freight | $235.7 | $253.3 | -6.9% | $11.8 | $28.2 | -58.2% | | Intermodal | $46.4 | $50.5 | -8.1% | $4.4 | $5.2 | -15.4% | | **Total Continuing Ops** | **$281.7** | **$302.9** | **-7.0%** | **$13.9** | **$29.1** | **-52.2%** | H1 2020 vs H1 2019 Segment Performance (in millions) | Segment | Revenue H1 2020 | Revenue H1 2019 | % Change | Income from Ops H1 2020 | Income from Ops H1 2019 | % Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Expedited Freight | $489.3 | $478.9 | +2.2% | $26.9 | $49.1 | -45.2% | | Intermodal | $98.9 | $104.6 | -5.4% | $8.1 | $11.4 | -28.9% | | **Total Continuing Ops** | **$587.2** | **$581.8** | **+0.9%** | **$29.7** | **$52.8** | **-43.8%** | - In Q2 **2020**, Expedited Freight's Network revenue fell **$38.3 million** (**-22.2%**) due to a **16.7%** decrease in tonnage, while Final Mile revenue grew **$28.4 million** (**+113.6%**) driven by acquisitions[168](index=168&type=chunk)[173](index=173&type=chunk) - Intermodal drayage shipments decreased **9.3%** in Q2 **2020** compared to the prior year, contributing to the segment's revenue decline[186](index=186&type=chunk)[187](index=187&type=chunk) [Liquidity and Capital Resources](index=55&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains strong liquidity with $80.9 million cash, H1 2020 operating cash flow of $59.9 million, $69.2 million used in investing, and $25.4 million from financing - As of June **30, 2020**, the company had **$80.9 million** in cash and was in compliance with all debt covenants[242](index=242&type=chunk) - Net cash from continuing operating activities was **$59.9 million** for H1 **2020**, a decrease of **$4.3 million** from H1 **2019**[243](index=243&type=chunk) - Net cash used in continuing investing activities was **$69.2 million** in H1 **2020**, including **$55.9 million** for the Linn Star acquisition and **$9.8 million** for the Columbus, OH hub expansion[244](index=244&type=chunk) - Net cash provided by continuing financing activities was **$25.4 million** in H1 **2020**, reflecting a **$55.0 million** increase in borrowings and a **$23.4 million** decrease in share repurchases compared to H1 **2019**[245](index=245&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=57&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's market risk exposure from outstanding debt is not significant and remains unchanged from its 2019 Form 10-K disclosures - Exposure to market risk from outstanding debt is not significant and has not materially changed since the **2019** year-end report[253](index=253&type=chunk) [Item 4. Controls and Procedures](index=57&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were effective as of June 30, 2020, with internal control changes for discontinued operations reporting - The CEO and CFO concluded that disclosure controls and procedures are effective[254](index=254&type=chunk) - Changes to internal controls were made during Q2 **2020** to address the reporting requirements for discontinued operations and held-for-sale assets[255](index=255&type=chunk) Part II. Other Information [Item 1. Legal Proceedings](index=57&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in routine litigation, but no pending actions are expected to materially affect its financial condition or operations - The company is not involved in any legal proceedings that are expected to have a material adverse effect on its business[256](index=256&type=chunk) [Item 1A. Risk Factors](index=57&type=section&id=Item%201A.%20Risk%20Factors) Updated risk factors highlight COVID-19's material adverse effects, including reduced demand, operational disruptions, and financial market volatility - The COVID-19 pandemic is highlighted as a significant risk factor that has adversely impacted economic activity, disrupted supply chains, and reduced demand for the company's services[259](index=259&type=chunk) - A key vulnerability is that much of the freight moved by the company is not considered "essential," leading to volume deterioration during stay-at-home orders and business closures[260](index=260&type=chunk) - The long-term impact of the pandemic on results, financial condition, and liquidity remains highly uncertain and depends on future developments[261](index=261&type=chunk)[262](index=262&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=59&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No equity securities were repurchased in Q2 2020, with approximately 3.9 million shares remaining available under the repurchase program - No shares were repurchased during the three months ended June **30, 2020**[265](index=265&type=chunk) - As of the end of Q2 **2020**, **3,886,950** shares were available for purchase under the existing share repurchase program[265](index=265&type=chunk) [Item 5. Other Information](index=59&type=section&id=Item%205.%20Other%20Information) The company entered an amended consulting agreement with former executive Matthew J. Jewell, effective July 1, 2020, for a monthly fee of $20,000 - The company entered into an amended consulting agreement with former executive officer Matthew J. Jewell, effective July **1, 2020**[268](index=268&type=chunk)

Forward Air Corporation (NASDAQ:FWRD) Q1 2020 Earnings Conference Call May 1, 2020 9:00 AM ET Company Participants Thomas Schmitt - CEO Michael Morris - CFO Conference Call Participants Jack Atkins - Stephens Ben Hartford - Robert W. Baird & Co. Todd Fowler - KeyBanc Capital Markets Scott Group - Wolfe Research Operator Ladies and gentlemen, thank you for standing by, and welcome to the First Quarter Earnings Call 2020. [Operator Instructions] As a reminder, this conference is being recorded. Thank you for ...

[Part I. Financial Information](index=3&type=section&id=Part%20I.%20Financial%20Information) [Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) Unaudited statements show a 6.5% revenue increase but a 54.3% net income drop due to COVID-19 impacts [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets grew to $1.07 billion, driven by acquisitions, while shareholders' equity slightly decreased Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | March 31, 2020 | December 31, 2019 | | :--- | :--- | :--- | | **Total current assets** | $241,189 | $236,318 | | **Total assets** | $1,066,236 | $990,878 | | **Total current liabilities** | $143,328 | $137,164 | | **Total liabilities** | $500,395 | $413,696 | | **Total shareholders' equity** | $565,841 | $577,182 | [Condensed Consolidated Statements of Comprehensive Income](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income) Q1 2020 revenue grew to $342.5 million, but net income fell sharply to $8.4 million year-over-year Q1 2020 vs Q1 2019 Income Statement (in thousands, except per share data) | Metric | Q1 2020 | Q1 2019 | | :--- | :--- | :--- | | **Operating revenue** | $342,509 | $321,471 | | **Income from operations** | $11,702 | $24,734 | | **Net income** | $8,375 | $18,407 | | **Diluted EPS** | $0.30 | $0.64 | | **Dividends per share** | $0.18 | $0.18 | [Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Operating cash flow decreased while investing cash use surged due to a major business acquisition Q1 2020 vs Q1 2019 Cash Flows (in thousands) | Cash Flow Activity | Q1 2020 | Q1 2019 | | :--- | :--- | :--- | | **Net cash provided by operating activities** | $29,166 | $41,526 | | **Net cash used in investing activities** | ($58,353) | ($3,689) | | **Net cash provided by (used in) financing activities** | $41,683 | ($21,329) | | **Net increase in cash** | $12,496 | $16,508 | [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail the impact of COVID-19, a key acquisition, and the subsequent decision to divest a business segment - The company operates in three principal reportable segments: Expedited Freight, Intermodal, and Pool Distribution[19](index=19&type=chunk) - In January 2020, the company acquired Linn Star for **$57.2 million** to expand its Final Mile capabilities within the Expedited Freight segment[33](index=33&type=chunk) - On April 23, 2020, the Board of Directors approved a strategy to **divest the Pool Distribution business**, which will be reported as a Discontinued Operation starting in Q2 2020[113](index=113&type=chunk) - On April 16, 2020, the company amended its credit facility, **increasing the revolving credit line from $150 million to $225 million**[109](index=109&type=chunk)[110](index=110&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the pandemic's negative impact, which drove an operating income decline despite revenue growth - The COVID-19 pandemic presented a **'meaningful challenge'** due to exposure to air freight, ocean freight, and physical retail, with much freight not classified as 'essential goods'[121](index=121&type=chunk)[122](index=122&type=chunk) - In response to a significant revenue reduction in the Pool Distribution segment, the company **furloughed roughly 90% of the segment's workforce** in April 2020[127](index=127&type=chunk) - The company improved its financial flexibility by **fully drawing down its $150 million revolving credit facility** and executing a $75 million amendment to increase the line[129](index=129&type=chunk) - The company projects a downturn in Q2 2020 with a slow sequential recovery and a **consolidated Q2 operating loss**, but anticipates profitability on a continuing operations basis[128](index=128&type=chunk) [Results from Operations](index=27&type=section&id=Results%20from%20Operations) Consolidated revenue increased 6.5% due to acquisitions, but operating income fell 52.6% from COVID-19 impacts Consolidated Results from Operations (in millions) | Metric | Q1 2020 | Q1 2019 | % Change | | :--- | :--- | :--- | :--- | | **Operating revenue** | $342.5 | $321.5 | 6.5% | | **Income from operations** | $11.7 | $24.7 | (52.6)% | | **Net income** | $8.4 | $18.4 | (54.3)% | Operating Income by Segment (in millions) | Segment | Q1 2020 | Q1 2019 | % Change | | :--- | :--- | :--- | :--- | | Expedited Freight | $14.7 | $20.4 | (27.9)% | | Intermodal | $3.7 | $6.2 | (40.3)% | | Pool Distribution | ($3.6) | $1.3 | (376.9)% | [Expedited Freight Segment Analysis](index=29&type=section&id=Expedited%20Freight%20Segment%20Analysis) Segment revenue grew 12.6% from acquisitions, but operating income fell 27.9% due to lower core network volume Expedited Freight Revenue Breakdown (in millions) | Revenue Stream | Q1 2020 | Q1 2019 | % Change | | :--- | :--- | :--- | :--- | | Network | $152.0 | $161.4 | (5.8)% | | Truckload | $45.1 | $45.0 | 0.2% | | Final Mile | $47.8 | $9.8 | 387.8% | | **Total Operating Revenue** | **$251.2** | **$223.0** | **12.6%** | - Network tonnage per day **decreased by 6.0%** year-over-year, with the decline accelerating in March 2020 to 11.3% due to the impact of COVID-19[152](index=152&type=chunk)[154](index=154&type=chunk) [Intermodal Segment Analysis](index=33&type=section&id=Intermodal%20Segment%20Analysis) Intermodal revenue decreased 3.1% and operating income fell 40.3% due to lower storage revenue and volumes - Drayage shipments **increased 9.1%** to 82,474, but this was tempered by a 7.9% decline in March 2020 compared to March 2019 due to COVID-19[166](index=166&type=chunk)[167](index=167&type=chunk) - The decrease in operating revenue was primarily attributable to a **$2.8 million decrease in storage revenue**[167](index=167&type=chunk) [Pool Distribution Segment Analysis](index=36&type=section&id=Pool%20Distribution%20Segment%20Analysis) The segment was severely impacted by COVID-19, with revenue falling 12.8% and swinging to a $3.6 million operating loss - Cartons handled **decreased 16.2%** year-over-year, with a severe 38.6% drop in March 2020 due to retail closures[178](index=178&type=chunk)[179](index=179&type=chunk) - The segment's operating margin **deteriorated from 2.9% in Q1 2019 to -9.1% in Q1 2020**[178](index=178&type=chunk)[187](index=187&type=chunk) [Liquidity and Capital Resources](index=39&type=section&id=Liquidity%20and%20Capital%20Resources) The company bolstered liquidity by drawing on and increasing its credit facility amid declining operating cash flow - To improve financial flexibility, the company **fully drew its $150 million revolving credit facility** and executed a $75 million amendment to increase this line[193](index=193&type=chunk) - The company deferred payroll and tax payments under the CARES Act, expecting an **approximate $12 million cash flow benefit** for 2020[193](index=193&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=42&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Market risk exposure related to debt has not materially changed from the prior year-end disclosure - Exposure to market risk **has not changed materially** from the 2019 Form 10-K[203](index=203&type=chunk) [Controls and Procedures](index=42&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective with no material changes in internal controls - The Chief Executive Officer and Chief Financial Officer believe that **disclosure controls and procedures are effective**[204](index=204&type=chunk) - **No changes in internal control over financial reporting** occurred during Q1 2020 that have materially affected, or are reasonably likely to materially affect, internal controls[205](index=205&type=chunk) [Part II. Other Information](index=42&type=section&id=Part%20II.%20Other%20Information) [Legal Proceedings](index=42&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in routine litigation not expected to have a material adverse effect on its business - The company is party to ordinary, routine litigation which is **not expected to have a material adverse effect** on its business, financial condition, or results of operations[206](index=206&type=chunk) [Risk Factors](index=42&type=section&id=Item%201A.%20Risk%20Factors) Risk factors are updated to focus on the significant and uncertain impacts of the COVID-19 pandemic - The COVID-19 pandemic is identified as a major risk factor that could continue to have a **material adverse effect** on business, results of operations, and financial condition[209](index=209&type=chunk) - A key vulnerability is that the company's freight is typically **not considered 'essential'**, making it susceptible to slowdowns from stay-at-home orders[211](index=211&type=chunk) - The company acknowledges the negative impact of COVID-19 may require it to record **charges for asset impairments**, including goodwill, in the future[215](index=215&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=44&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company repurchased 268,027 shares for approximately $15.3 million during the first quarter of 2020 Q1 2020 Share Repurchases | Period | Total Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | January 2020 | 3,791 | $69.65 | | February 2020 | 85,000 | $63.58 | | March 2020 | 179,236 | $54.60 | | **Total** | **268,027** | **$56.93** | - As of March 31, 2020, **3,886,950 shares remained available for repurchase** under the 2019 Repurchase Plan[217](index=217&type=chunk)[95](index=95&type=chunk) [Exhibits](index=45&type=section&id=Item%206.%20Exhibits) This section lists filed exhibits, including an amendment to the Credit Agreement and required CEO/CFO certifications - A key exhibit filed is the **First Amendment dated April 16, 2020**, to the Credit Agreement dated September 29, 2017[224](index=224&type=chunk) [Signatures](index=46&type=section&id=Signatures) The report was duly signed by the Chief Financial Officer and Chief Accounting Officer on May 1, 2020 - The report was signed by **Michael J. Morris (Chief Financial Officer)** and **Christina W. Bottomley (Chief Accounting Officer)** on behalf of the registrant[227](index=227&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-22490 FORWARD AIR CORPORATION (Exact name of Registrant as specified in its charter) Tennessee 62-1120025 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 1915 Snapps Ferry Road Building N Greeneville TN 37745 (Address of principal executiv ...

Forward Air Corp (NASDAQ:FWRD) Q4 2019 Earnings Conference Call February 7, 2020 9:00 AM ET Company Participants Thomas Schmitt - Chairman, President & CEO Michael Morris - CFO, SVP & Treasurer Conference Call Participants Todd Fowler - KeyBanc Capital Markets Jack Atkins - Stephens Inc. Benjamin Hartford - Robert W. Baird & Co. Operator Thank you for joining Forward Air Corporation's Fourth Quarter 2019 Earnings Release Conference. Before we begin, I'd like to point out that both the press release and the ...

When it's bigger than a box and it really matters, "Think Forward" Investor Presentation November 2019 NASDAQ:FWRD www.ForwardAirCorp.com Forward Looking Statements Disclosure Today's presentation and discussion will contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "expects," "anticipates," "intends," "estimates," or similar expressions are intended to identify these forward-looking statements. These statements, which include statem ...