Forward Air (FWRD) 10-Q 10 May 23 2023 Q1 Quarterly report Financial data

Cover Page

Cover Page - shares	3 Months Ended
	Mar. 31, 2023	May 05, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2023
Document Transition Report	false
Entity File Number	000-22490
Entity Registrant Name	FORWARD AIR CORPORATION
Entity Incorporation, State or Country Code	TN
Entity Tax Identification Number	62-1120025
Entity Address, Address Line One	1915 Snapps Ferry Road
Entity Address, Address Line Two	Building N
Entity Address, City or Town	Greeneville
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	37745
City Area Code	423
Local Phone Number	636-7000
Title of each class	Common Stock, $0.01 par value
Trading Symbol(s)	FWRD
Name of each exchange on which registered	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		25,958,635
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Amendment Flag	false
Entity Central Index Key	0000912728

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 32,028	$ 45,822
Accounts receivable, less allowance of $3,314 in 2023 and $3,158 in 2022	201,385	221,028
Other current assets	24,381	37,465
Total current assets	257,794	304,315
Property and equipment, net of accumulated depreciation and amortization of $226,026 in 2023 and $220,669 in 2022	252,932	249,080
Operating lease right-of-use assets	150,282	141,865
Goodwill	356,627	306,184
Other acquired intangibles, net of accumulated amortization of $127,786 in 2023 and $123,325 in 2022	155,726	154,801
Other assets	53,205	51,831
Total assets	1,226,566	1,208,076
Current liabilities:
Accounts payable	42,994	54,601
Accrued expenses	52,807	54,291
Other current liabilities	6,207	3,956
Current portion of debt and finance lease obligations	11,619	9,444
Current portion of operating lease liabilities	52,143	47,106
Total current liabilities	165,770	169,398
Finance lease obligations, less current portion	18,328	15,844
Long-term debt, less current portion and debt issuance costs	150,681	106,588
Operating lease liabilities, less current portion	102,697	98,865
Other long-term liabilities	50,507	59,044
Deferred income taxes	52,950	51,093
Shareholders’ equity:
Preferred stock, $0.01 par value: Authorized shares - 5,000,000; no shares issued or outstanding in 2023 and 2022	0	0
Common stock, $0.01 par value: Authorized shares - 50,000,000; issued and outstanding shares - 26,052,877 in 2023 and 26,461,293 in 2022	261	265
Additional paid-in capital	274,007	270,855
Retained earnings	411,365	436,124
Total shareholders’ equity	685,633	707,244
Total liabilities and shareholders’ equity	$ 1,226,566	$ 1,208,076

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current assets:
Accounts receivable, allowance	$ 3,314	$ 3,158
Property and equipment, accumulated depreciation and amortization	226,026	220,669
Other acquired intangibles, accumulated amortization	$ 127,786	$ 123,325
Shareholders’ equity:
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, authorized shares (in shares)	5,000,000	5,000,000
Preferred stock, issued shares (in shares)	0	0
Preferred stock, outstanding shares (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, authorized shares (in shares)	50,000,000	50,000,000
Common stock, issued shares (in shares)	26,052,877	26,461,293
Common stock, outstanding shares (in shares)	26,052,877	26,461,293

Condensed Consolidated Statemen

Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Statement [Abstract]
Operating revenues	$ 427,066	$ 466,961
Operating expenses:
Purchased transportation	185,217	224,832
Salaries, wages and employee benefits	79,520	86,081
Operating leases	27,248	22,673
Depreciation and amortization	13,635	11,130
Insurance and claims	13,782	11,968
Fuel expense	5,784	5,865
Other operating expenses	51,371	47,061
Total operating expenses	376,557	409,610
Income from operations	50,509	57,351
Other expense:
Interest expense, net	(2,355)	(784)
Total other expense	(2,355)	(784)
Income before income taxes	48,154	56,567
Income tax expense	11,786	13,881
Net income attributable to Forward Air	$ 36,368	$ 42,686
Net income per share
Basic (in dollars per share)	$ 1.37	$ 1.57
Diluted net income (loss) per share
Diluted (in dollars per share)	1.37	1.57
Dividends per share (in dollars per share)	$ 0.24	$ 0.24

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Operating activities:
Net income from operations	$ 36,368	$ 42,686
Adjustments to reconcile net income from operations to net cash provided by operating activities
Depreciation and amortization	13,635	11,130
Change in fair value of earn-out liability	0	(294)
Share-based compensation expense	3,149	2,761
Provision for revenue adjustments	2,157	1,304
Deferred income tax expense	1,857	1,643
Other	(300)	132
Changes in operating assets and liabilities, net of effects from the purchase of acquired businesses:
Accounts receivable	16,669	(30,278)
Other receivables	0	3,609
Other current and noncurrent assets	11,422	13,818
Accounts payable and accrued expenses	(18,964)	15,975
Net cash provided by operating activities	65,993	62,486
Investing activities:
Proceeds from sale of property and equipment	1,815	511
Purchases of property and equipment	(6,789)	(9,908)
Purchases of a business, net of cash acquired	(56,567)	0
Net cash used in investing activities	(61,541)	(9,397)
Financing activities:
Repayments of finance lease obligations	(2,118)	(1,070)
Proceeds from credit facility	45,000	0
Payments on credit facility	0	(375)
Proceeds from issuance of common stock upon stock option exercises	0	206
Payments of dividends to shareholders	(6,345)	(6,502)
Repurchases and retirement of common stock	(50,491)	(17,780)
Payment of minimum tax withholdings on share-based awards	(4,292)	(3,254)
Net cash used in financing activities	(18,246)	(28,775)
Net increase (decrease) in cash and cash equivalents	(13,794)	24,314
Cash and cash equivalents at beginning of period	45,822	37,316
Cash and cash equivalents at end of period	$ 32,028	$ 61,630

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Retained Earnings
Beginning balance (in shares) at Dec. 31, 2021		26,969,000
Beginning balance at Dec. 31, 2021	$ 593,654	$ 270	$ 258,474	$ 334,910
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	42,686			42,686
Stock options exercised (in shares)		3,000
Stock options exercised	206		206
Share-based compensation expense	2,761		2,761
Payment of dividends to shareholders	(6,502)		4	(6,506)
Payment of minimum tax withholdings on share-based awards (in shares)		(30,000)
Payment of minimum tax withholdings on share-based awards	(3,254)			(3,254)
Repurchases and retirement of common stock (in shares)		(176,000)
Repurchases and retirement of common stock	(17,780)	$ (2)		(17,778)
Issuance of share-based awards (in shares)		96,000
Issuance of share-based awards	0	$ 1	(1)
Ending balance (in shares) at Mar. 31, 2022		26,862,000
Ending balance at Mar. 31, 2022	$ 611,771	$ 269	261,444	350,058
Beginning balance (in shares) at Dec. 31, 2022	26,461,293	26,462,000
Beginning balance at Dec. 31, 2022	$ 707,244	$ 265	270,855	436,124
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	36,368			36,368
Share-based compensation expense	3,149		3,149
Payment of dividends to shareholders	(6,345)		4	(6,349)
Payment of minimum tax withholdings on share-based awards (in shares)		(40,000)
Payment of minimum tax withholdings on share-based awards	(4,292)			(4,292)
Repurchases and retirement of common stock (in shares)		(474,000)
Repurchases and retirement of common stock	(50,491)	$ (5)		(50,486)
Issuance of share-based awards (in shares)		105,000
Issuance of share-based awards	$ 0	$ 1	(1)
Ending balance (in shares) at Mar. 31, 2023	26,052,877	26,053,000
Ending balance at Mar. 31, 2023	$ 685,633	$ 261	$ 274,007	$ 411,365

Description of Business and Bas

Description of Business and Basis of Presentation	3 Months Ended
	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business and Basis of Presentation	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.

Revenue Recognition

Revenue Recognition	3 Months Ended
	Mar. 31, 2023
Revenue from Contract with Customer [Abstract]
Revenue Recognition	Revenue Recognition Revenue is recognized when the Company satisfies the performance obligation by the delivery of a shipment in accordance with contractual agreements, bills of lading (“BOLs”) and general tariff provisions. The amount of revenue recognized is measured as the consideration the Company expects to receive in exchange for those services pursuant to a contract with a customer. A contract exists once the Company enters into a contractual agreement with a customer. The Company does not recognize revenue in cases where collectibility is not probable, and defers recognition until collection is probable or payment is received. The Company generates revenue from the delivery of a shipment and the completion of related services. Revenue for the delivery of a shipment is recorded over time to coincide with when customers simultaneously receive and consume the benefits of the delivery services. Accordingly, revenue billed to a customer for the transportation of freight are recognized over the transit period as the performance obligation to the customer is satisfied. The Company determines the transit period for a shipment based on the pick-up date and the delivery date, which may be estimated if delivery has not occurred as of a reporting period. The determination of the transit period and how much of it has been completed as of a given reporting date may require the Company to make judgments that impact the timing of revenue recognized. For delivery of shipments with a pick-up date in one reporting period and a delivery date in another reporting period, the Company recognizes revenue based on relative transit time in each reporting period. A portion of the total revenue to be billed to the customer after completion of a delivery is recognized in each reporting period based on the percentage of total transit time that has been completed at the end of the applicable reporting period. Upon delivery of a shipment or related service, customers are billed according to the applicable payment terms. Related services are a separate performance obligation and include accessorial charges such as terminal handling, storage, equipment rentals and customs brokerage. Revenue is classified based on the line of business as the Company believes that best depicts the nature, timing and amount of revenue and cash flows. For all lines of business, the Company records revenue on a gross basis as it is the principal

Acquisitions

Acquisitions	3 Months Ended
	Mar. 31, 2023
Business Combination and Asset Acquisition [Abstract]
Acquisitions	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. 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. 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 Edgmon and Land Air have 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 these acquisitions are subject to adjustments in subsequent periods as the Company finalizes its purchase price allocation, including the third-party valuations. The Company expects to finalize the valuations 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

Goodwill and Intangible Assets

Goodwill and Intangible Assets	3 Months Ended
	Mar. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and Intangible Assets	Goodwill and Intangible Assets Goodwill Changes in the carrying amount of goodwill during the three months ended March 31, 2023 are summarized as follows: Expedited Freight Intermodal Consolidated Balance as of December 31, 2022 $ 169,288 $ 136,896 $ 306,184 Acquisition 50,443 — 50,443 Balance as of March 31, 2023 $ 219,731 $ 136,896 $ 356,627 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 March 31, 2023, approximately $277,484 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 March 31, 2023. Other Intangible Assets Changes in the carrying amount of acquired intangible assets during the three months ended March 31, 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 March 31, 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 4,306 155 — 4,461 Balance as of March 31, 2023 $ 118,686 $ 7,600 $ 1,500 $ 127,786 1 Carrying value as of March 31, 2023 and December 31, 2022 is inclusive of $16,501

Stock Incentive Plans

Stock Incentive Plans	3 Months Ended
	Mar. 31, 2023
Share-Based Payment Arrangement [Abstract]
Stock Incentive Plans	Stock Incentive Plans Stock Incentive Plan The Company recorded share-based compensation expense as follows for the three months ended March 31, 2023 and 2022: Three Months Ended March 31, March 31, Total share-based compensation expense $ 2,810 $ 2,422 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 March 31, 2023, appro ximately 564 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 three months ended March 31, 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 March 31 370 $ 76.91 As of March 31, 2023, the total share-based compensation expense related to unvested stock options not yet recognized was $3,316, and the weighted-average period over which it is expected to be recognized is approximately two years. 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 Restricted share transactions during the three months ended March 31, 2023 were as follows: Restricted Shares Weighted-Average Grant Date Fair Value Outstanding as of January 1 151 $ 87.82 Granted 76 115.14 Vested (74) 81.01 Forfeited (2) 103.36 Outstanding as of March 31 151 $ 104.74 As of March 31, 2023, the total share-based compensation expense related to restricted shares not yet recognized was $14,613, 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. 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 three months ended March 31, 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 March 31 61 $ 105.95 As of March 31, 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 performance that will be achieved, was $4,345, and the weighted-average period over which it is expected to be recognized is approximately two years. Employee Stock Purchase Plan Under the 2005 Employee Stock Purchase Plan (the “ESPP”), the Company is authorized to issue up to a remaining 314 shares of common stock to employees. These shares may be issued at a price equal to 90% of the lesser of the market value on th e 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. No shares were issued during the three months ended March 31, 2023. 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 March 31, 2023, approxim ately 60 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 three months ended March 31, 2023 were as follows: Director Restricted Shares Weighted-Average Grant Date Fair Value Outstanding as of January 1 15 $ 93.70 Granted — — Vested — — Forfeited — — Outstanding as of March 31 15 $ 93.70

Indebtedness

Indebtedness	3 Months Ended
	Mar. 31, 2023
Debt Disclosure [Abstract]
Indebtedness	Indebtedness Long-term debt consisted of the following as of March 31, 2023 and December 31, 2022: March 31, 2023 December 31, 2022 Credit facility, expires 2026 $ 153,500 $ 108,500 Debt issuance costs (389) (418) 153,111 108,082 Less: Current portion of long-term debt (2,430) (1,494) Total long-term debt, less current portion $ 150,681 $ 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 March 31, 2023 and December 31, 2022, the Company had $234,966 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 March 31, 2023, the Company was in compliance with the aforementioned covenants. Under the amended Facility, interest accrues on the amounts outstanding under the Facility at the Company ’s option, at either (1) Bloomberg Short-Term Bank Yield Index rate (the “BSBY Rate ”), which cannot be less than zero, plus a margin ranging from 1.25% to 1.75% based on the Company ’s leverage ratio, or (2) the base rate, which cannot be less than 2.00%. The base rate is the highest of (i) the federal funds rate, which cannot be less than zero, plus 0.50%, (ii) the administrative agent ’s prime rate and (iii) the BSBY Rate, which cannot be less than zero, plus 1.00%, plus a margin ranging from 0.00% to 0.50% based on the Company ’s leverage ratio. Interest is payable in arrears for each loan that is based on the BSBY rate on the last day 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 outstanding borrowings under the revolving credit facility was 5.96% and 1.44% for the three months ended March 31, 2023, and 2022, respectively. Letters of Credit

Net Income Per Share

Net Income Per Share	3 Months Ended
	Mar. 31, 2023
Earnings Per Share [Abstract]
Net Income Per Share	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 months ended March 31, 2023 and 2022 is as follows: Three Months Ended March 31, March 31, Numerator: Net income attributable to Forward Air $ 36,368 $ 42,686 Income allocated to participating securities (185) (248) Numerator for basic and diluted net income per share $ 36,183 $ 42,438 Denominator: Denominator for basic net income per share - weighted-average number of common shares outstanding 26,350 26,947 Dilutive stock options and performance share awards 129 153 Denominator for diluted net income per share - weighted-average number of common shares and common share equivalents outstanding 26,479 27,100 Net income per share: Basic $ 1.37 $ 1.57 Diluted $ 1.37 $ 1.57 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 months ended March 31, 2023 and 2022 are as follows: Three Months Ended March 31, March 31, Anti-dilutive stock options 112 64 Anti-dilutive performance shares 18 14 Anti-dilutive restricted shares and deferred stock units 74 — Total anti-dilutive shares 204 78

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes For the three months ended March 31, 2023 and 2022, the Company recorded income tax expense of $11,786 and $13,881, respectively. The effective tax rate of 24.5% for the three months ended March 31, 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 24.5% for the three months ended March 31, 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 March 31, 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 March 31, 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.

Fair Value of Financial Instrum

Fair Value of Financial Instruments	3 Months Ended
	Mar. 31, 2023
Fair Value Disclosures [Abstract]
Fair Value of Financial Instruments	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.

Shareholders' Equity

Shareholders' Equity	3 Months Ended
	Mar. 31, 2023
Stockholders' Equity Note [Abstract]
Shareholders' Equity	Shareholders’ Equity Cash Dividends During the first quarter 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 of Directors declared and the Company has paid a quarterly cash dividend of $0.24 per common share On April 28, 2023, the Board declared a quarterly cash dividend of $0.24 per common share that will be paid in the second quarter of 2023. Share Repurchase Program On February 5, 2019, the Board of Directors approved a stock repurchase plan authorizing the repurchase of up to 5,000 shares of the Company’s common stock (the “2019 Repurchase Plan”). The 2019 Repurchase Plan expires when the shares authorized for repurchase are exhausted or the 2019 Repurchase Plan is canceled. During the three months ended March 31, 2023, the Company repurchased through open market transactions 474 shares of common stock for $50,491, or an average of $105.38 per share, and during the three months ended March 31, 2022, the Company repurchased through open market transactions 176 shares of common stock for $17,780, or an average of $100.86 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 March 31, 2023, the remaining shares permitted to be repurchased under the 2019 Repurchase Plan were approximately 1,759 shares.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Contingencies The Company is party to various legal claims and actions incidental to its business, including claims related to vehicle liability, workers’ compensation, property damage and employee medical benefits. The Company accrues for the uninsured portion of contingent losses from these and other pending claims when it is both probable that a liability has been incurred and the amount of loss can be reasonably estimated. Based on the knowledge of the facts, the Company believes the resolution of claims and pending litigation, taking into account existing reserves, will not have a material adverse effect on our 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. 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 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. Additionally, the Company maintains workers’ compensation insurance with a self-insured retention of $500 per occurrence. Insurance coverage in excess of the self-insured retention limit is an important part of the Company’s risk management process. The Company accrues for the costs of the uninsured portion of pending claims within the self-insured retention based on the nature and severity of individual claims and historical claims development trends. The Company believes the recorded reserves are sufficient for all incurred claims up to the self-insured retention limits, including an estimate for claims incurred but not reported. However, estimating the number and severity of claims, as well as related judgment or settlement amounts is inherently difficult, and the Company may fail to establish sufficient insurance reserves and adequately estimate for future insurance claims. Since the ultimate resolution of outstanding claims as well as claims incurred but not reported is uncertain, it is possible that the reserves recorded for these losses could change materially in the near term. Although, an estimate cannot be made of the range of additional loss that is at least reasonably possible.

Segment Reporting

Segment Reporting	3 Months Ended
	Mar. 31, 2023
Segment Reporting [Abstract]
Segment Reporting	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. Segment results from operations for the three months ended March 31, 2023 and 2022 are as follows: Three Months Ended March 31, 2023 Expedited Freight Intermodal Corporate Eliminations Consolidated External revenues $ 338,904 $ 88,162 $ — $ — $ 427,066 Intersegment revenues 30 7 — (37) — Depreciation 6,988 2,186 — — 9,174 Amortization 1,901 2,560 — — 4,461 Income from operations 32,998 11,203 6,308 — 50,509 Purchases of property and equipment 6,613 176 — — 6,789 Three Months Ended March 31, 2022 Expedited Freight Intermodal Corporate Eliminations Consolidated External revenues $ 376,526 $ 90,435 $ — $ — $ 466,961 Intersegment revenues 65 5 — (70) — Depreciation 5,673 1,340 39 — 7,052 Amortization 1,808 2,270 — — 4,078 Income (loss) from operations 47,680 11,146 (1,475) — 57,351 Purchases of property and equipment 8,956 952 — — 9,908 Total Assets As of March 31, 2023 $ 750,838 $ 296,624 $ 179,178 $ (74) $ 1,226,566 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 months ended March 31, 2023 and 2022 are as follows: Three Months Ended March 31, March 31, Expedited Freight revenues: Network $ 205,931 $ 233,700 Truckload 41,744 55,908 Final Mile 69,357 65,758 Other 21,902 21,225 Total $ 338,934 $ 376,591

Description of Business and B_2

Description of Business and Basis of Presentation (Policies)	3 Months Ended
	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	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 ”
Principles of 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.
Revenue Recognition	Revenue is recognized when the Company satisfies the performance obligation by the delivery of a shipment in accordance with contractual agreements, bills of lading (“BOLs”) and general tariff provisions. The amount of revenue recognized is measured as the consideration the Company expects to receive in exchange for those services pursuant to a contract with a customer. A contract exists once the Company enters into a contractual agreement with a customer. The Company does not recognize revenue in cases where collectibility is not probable, and defers recognition until collection is probable or payment is received. The Company generates revenue from the delivery of a shipment and the completion of related services. Revenue for the delivery of a shipment is recorded over time to coincide with when customers simultaneously receive and consume the benefits of the delivery services. Accordingly, revenue billed to a customer for the transportation of freight are recognized over the transit period as the performance obligation to the customer is satisfied. The Company determines the transit period for a shipment based on the pick-up date and the delivery date, which may be estimated if delivery has not occurred as of a reporting period. The determination of the transit period and how much of it has been completed as of a given reporting date may require the Company to make judgments that impact the timing of revenue recognized. For delivery of shipments with a pick-up date in one reporting period and a delivery date in another reporting period, the Company recognizes revenue based on relative transit time in each reporting period. A portion of the total revenue to be billed to the customer after completion of a delivery is recognized in each reporting period based on the percentage of total transit time that has been completed at the end of the applicable reporting period. Upon delivery of a shipment or related service, customers are billed according to the applicable payment terms. Related services are a separate performance obligation and include accessorial charges such as terminal handling, storage, equipment rentals and customs brokerage. Revenue is classified based on the line of business as the Company believes that best depicts the nature, timing and amount of revenue and cash flows. For all lines of business, the Company records revenue on a gross basis as it is the principal

Acquisitions (Tables)

Acquisitions (Tables)	3 Months Ended
	Mar. 31, 2023
Business Combination and Asset Acquisition [Abstract]
Schedule of Allocations of Purchase Price	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
Schedule of Acquired Finite-Lived Intangible Assets	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

Goodwill and Intangible Assets

Goodwill and Intangible Assets (Tables)	3 Months Ended
	Mar. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Goodwill	Changes in the carrying amount of goodwill during the three months ended March 31, 2023 are summarized as follows: Expedited Freight Intermodal Consolidated Balance as of December 31, 2022 $ 169,288 $ 136,896 $ 306,184 Acquisition 50,443 — 50,443 Balance as of March 31, 2023 $ 219,731 $ 136,896 $ 356,627
Schedule of Other Intangible Assets	Changes in the carrying amount of acquired intangible assets during the three months ended March 31, 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 March 31, 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 4,306 155 — 4,461 Balance as of March 31, 2023 $ 118,686 $ 7,600 $ 1,500 $ 127,786 1 Carrying value as of March 31, 2023 and December 31, 2022 is inclusive of $16,501

Stock Incentive Plans (Tables)

Stock Incentive Plans (Tables)	3 Months Ended
	Mar. 31, 2023
Share-Based Payment Arrangement [Abstract]
Schedule of Share-based Compensation Expense	The Company recorded share-based compensation expense as follows for the three months ended March 31, 2023 and 2022: Three Months Ended March 31, March 31, Total share-based compensation expense $ 2,810 $ 2,422
Schedule of Share-based Payment Arrangement Activity	Stock option transactions during the three months ended March 31, 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 March 31 370 $ 76.91
Schedule of Share Activity	Restricted share transactions during the three months ended March 31, 2023 were as follows: Restricted Shares Weighted-Average Grant Date Fair Value Outstanding as of January 1 151 $ 87.82 Granted 76 115.14 Vested (74) 81.01 Forfeited (2) 103.36 Outstanding as of March 31 151 $ 104.74 Director restricted share transactions during the three months ended March 31, 2023 were as follows: Director Restricted Shares Weighted-Average Grant Date Fair Value Outstanding as of January 1 15 $ 93.70 Granted — — Vested — — Forfeited — — Outstanding as of March 31 15 $ 93.70
Schedule of Activity of Performance Awards	Performance award transactions during the three months ended March 31, 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 March 31 61 $ 105.95

Indebtedness (Tables)

Indebtedness (Tables)	3 Months Ended
	Mar. 31, 2023
Debt Disclosure [Abstract]
Schedule of Long-term Debt Instruments	Long-term debt consisted of the following as of March 31, 2023 and December 31, 2022: March 31, 2023 December 31, 2022 Credit facility, expires 2026 $ 153,500 $ 108,500 Debt issuance costs (389) (418) 153,111 108,082 Less: Current portion of long-term debt (2,430) (1,494) Total long-term debt, less current portion $ 150,681 $ 106,588

Net Income Per Share (Tables)

Net Income Per Share (Tables)	3 Months Ended
	Mar. 31, 2023
Earnings Per Share [Abstract]
Schedule of Net Income Per Share	A reconciliation of net income attributable to Forward Air and weighted-average common shares outstanding for purposes of calculating basic and diluted net income per share during the three months ended March 31, 2023 and 2022 is as follows: Three Months Ended March 31, March 31, Numerator: Net income attributable to Forward Air $ 36,368 $ 42,686 Income allocated to participating securities (185) (248) Numerator for basic and diluted net income per share $ 36,183 $ 42,438 Denominator: Denominator for basic net income per share - weighted-average number of common shares outstanding 26,350 26,947 Dilutive stock options and performance share awards 129 153 Denominator for diluted net income per share - weighted-average number of common shares and common share equivalents outstanding 26,479 27,100 Net income per share: Basic $ 1.37 $ 1.57 Diluted $ 1.37 $ 1.57
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share	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 months ended March 31, 2023 and 2022 are as follows: Three Months Ended March 31, March 31, Anti-dilutive stock options 112 64 Anti-dilutive performance shares 18 14 Anti-dilutive restricted shares and deferred stock units 74 — Total anti-dilutive shares 204 78

Commitment and Contingencies (T

Commitment and Contingencies (Tables)	3 Months Ended
	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Other Commitments	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 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.

Segment Reporting (Tables)

Segment Reporting (Tables)	3 Months Ended
	Mar. 31, 2023
Segment Reporting [Abstract]
Summary of Segment Information	Segment results from operations for the three months ended March 31, 2023 and 2022 are as follows: Three Months Ended March 31, 2023 Expedited Freight Intermodal Corporate Eliminations Consolidated External revenues $ 338,904 $ 88,162 $ — $ — $ 427,066 Intersegment revenues 30 7 — (37) — Depreciation 6,988 2,186 — — 9,174 Amortization 1,901 2,560 — — 4,461 Income from operations 32,998 11,203 6,308 — 50,509 Purchases of property and equipment 6,613 176 — — 6,789 Three Months Ended March 31, 2022 Expedited Freight Intermodal Corporate Eliminations Consolidated External revenues $ 376,526 $ 90,435 $ — $ — $ 466,961 Intersegment revenues 65 5 — (70) — Depreciation 5,673 1,340 39 — 7,052 Amortization 1,808 2,270 — — 4,078 Income (loss) from operations 47,680 11,146 (1,475) — 57,351 Purchases of property and equipment 8,956 952 — — 9,908 Total Assets As of March 31, 2023 $ 750,838 $ 296,624 $ 179,178 $ (74) $ 1,226,566 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 months ended March 31, 2023 and 2022 are as follows: Three Months Ended March 31, March 31, Expedited Freight revenues: Network $ 205,931 $ 233,700 Truckload 41,744 55,908 Final Mile 69,357 65,758 Other 21,902 21,225 Total $ 338,934 $ 376,591

Description of Business and B_3

Description of Business and Basis of Presentation (Details)	3 Months Ended
	Mar. 31, 2023 segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of reportable segments	2

Acquisitions - Narrative (Detai

Acquisitions - Narrative (Details) $ in Thousands	1 Months Ended
	May 31, 2022 USD ($)	Jan. 31, 2023 USD ($) terminal	May 30, 2022 USD ($)
Land Air
Business Acquisition [Line Items]
Total assets acquired		$ 56,567
Number of terminals | terminal		25
Assets and liabilities assumed		$ 56,567
Edgmon
Business Acquisition [Line Items]
Total assets acquired	$ 40,994
Assets and liabilities assumed	40,993		$ 40,993
Earn-out payment, up to	$ 5,000
Proficient Transport
Business Acquisition [Line Items]
Earnout period	19 months

Acquisitions - Allocations of P

Acquisitions - Allocations of Purchase Price (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Jan. 31, 2023	Dec. 31, 2022	May 31, 2022	May 30, 2022
Intangible assets:
Goodwill	$ 356,627		$ 306,184
Edgmon
Tangible assets:
Accounts receivable				$ 4,963
Property and equipment				613
Total tangible assets				5,576
Intangible assets:
Goodwill				22,195
Total intangible assets				35,418
Total assets acquired				40,994
Liabilities assumed:
Current liabilities				1
Total liabilities assumed				1
Net assets acquired				40,993	$ 40,993
Land Air
Tangible assets:
Accounts receivable		$ 0
Property and equipment		738
Total tangible assets		738
Intangible assets:
Goodwill		50,443
Total intangible assets		55,829
Total assets acquired		56,567
Liabilities assumed:
Current liabilities		0
Total liabilities assumed		0
Net assets acquired		56,567
Customer relationships | Edgmon
Intangible assets:
Intangible assets				13,051
Customer relationships | Land Air
Intangible assets:
Intangible assets		4,513
Non-compete agreements | Edgmon
Intangible assets:
Intangible assets				$ 172
Non-compete agreements | Land Air
Intangible assets:
Intangible assets		$ 873

Acquisitions - Estimated Useful

Acquisitions - Estimated Useful Lives (Details)	Jan. 31, 2023	May 31, 2022
Edgmon | Customer relationships
Business Acquisition [Line Items]
Estimated Useful Lives		9 years
Edgmon | Non-compete agreements
Business Acquisition [Line Items]
Estimated Useful Lives		5 years
Land Air | Customer relationships
Business Acquisition [Line Items]
Estimated Useful Lives	12 years
Land Air | Non-compete agreements
Business Acquisition [Line Items]
Estimated Useful Lives	5 years

Goodwill and Intangible Asset_2

Goodwill and Intangible Assets - Goodwill Roll Forward (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Goodwill [Roll Forward]
Beginning balance	$ 306,184
Adjustments	50,443
Ending balance	356,627
Goodwill accumulated impairment	25,686
Tax deductible goodwill	277,484
Expedited Freight
Goodwill [Roll Forward]
Beginning balance	169,288
Adjustments	50,443
Ending balance	219,731
Intermodal
Goodwill [Roll Forward]
Beginning balance	136,896
Adjustments	0
Ending balance	$ 136,896

Goodwill and Intangible Asset_3

Goodwill and Intangible Assets - Other Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Finite-lived Intangible Assets [Roll Forward]
Beginning balance, gross carrying amount	$ 278,126
Acquisition	5,386
Ending balance, gross carrying amount	283,512
Beginning balance, accumulated amortization	123,325
Amortization expense	4,461	$ 4,078
Ending balance, accumulated amortization	127,786
Customer Relationships
Finite-lived Intangible Assets [Roll Forward]
Beginning balance, gross carrying amount	267,870
Acquisition	4,513
Ending balance, gross carrying amount	272,383
Beginning balance, accumulated amortization	114,380
Amortization expense	4,306
Ending balance, accumulated amortization	118,686
Accumulated impairment	16,501		$ 16,501
Non-Compete Agreements
Finite-lived Intangible Assets [Roll Forward]
Beginning balance, gross carrying amount	8,756
Acquisition	873
Ending balance, gross carrying amount	9,629
Beginning balance, accumulated amortization	7,445
Amortization expense	155
Ending balance, accumulated amortization	7,600
Trade Names
Finite-lived Intangible Assets [Roll Forward]
Beginning balance, gross carrying amount	1,500
Acquisition	0
Ending balance, gross carrying amount	1,500
Beginning balance, accumulated amortization	1,500
Amortization expense	0
Ending balance, accumulated amortization	$ 1,500

Stock Incentive Plans - Share-b

Stock Incentive Plans - Share-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Share-Based Payment Arrangement [Abstract]
Total share-based compensation expense	$ 2,810	$ 2,422

Stock Incentive Plans - Narrati

Stock Incentive Plans - Narrative (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($) contribution shares	Mar. 31, 2022 USD ($)	May 31, 2016 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized (in shares) | shares			2,000,000
Shares available for grant (in shares) | shares	564,000
Vesting period (in years)	3 years
Share-based compensation expense | $	$ 2,810	$ 2,422
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized share-based compensation, net of estimated forfeitures | $	$ 3,316
Weighted average period over which unrecognized compensation will be recognized (years)	2 years
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)	3 years
Unrecognized share-based compensation, net of estimated forfeitures | $	$ 14,613
Weighted average period over which unrecognized compensation will be recognized (years)	2 years
Restricted Stock | Year One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)	1 year
Vesting percentage	33.33%
Restricted Stock | Year Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage	33.33%
Restricted Stock | Year Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage	33.33%
Performance Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized share-based compensation, net of estimated forfeitures | $	$ 4,345
Weighted average period over which unrecognized compensation will be recognized (years)	2 years
Measurement period	3 years
ESPP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized (in shares) | shares	314,000
Percentage of shares at market value	90%
Purchase period	6 months
Number of lump sum contributions | contribution	2
Shares purchased by participants under the ESPP (in shares) | shares	0
Director Restricted Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized (in shares) | shares	360,000
Shares available for grant (in shares) | shares	60,000
Vesting period (in years)	1 year
Unrecognized share-based compensation, net of estimated forfeitures | $	$ 154
Weighted average period over which unrecognized compensation will be recognized (years)	1 year
Share-based compensation expense | $	$ 339	$ 339

Stock Incentive Plans - Roll Fo

Stock Incentive Plans - Roll Forward Activity (Details) shares in Thousands	3 Months Ended
	Mar. 31, 2023 $ / shares shares
Stock Options
Stock Options
Outstanding, beginning of period (in shares) | shares	376
Granted (in shares) | shares	55
Exercised (in shares) | shares	0
Forfeited (in shares) | shares	(61)
Outstanding, end of period (in shares) | shares	370
Weighted-Average Exercise Price
Outstanding, beginning of period (in dollars per share) | $ / shares	$ 66.13
Granted (in dollars per share) | $ / shares	115.42
Exercised (in dollars per share) | $ / shares	0
Forfeited (in dollars per share) | $ / shares	44.97
Outstanding, end of period (in dollars per share) | $ / shares	$ 76.91
Restricted Stock
Restricted Shares
Outstanding and non-vested, beginning of period (in shares) | shares	151
Granted (in shares) | shares	76
Vested/earned (in shares) | shares	(74)
Forfeited or unearned (in shares) | shares	(2)
Outstanding and non-vested, end of period (in shares) | shares	151
Weighted-Average Grant Date Fair Value
Outstanding and non-vested, beginning of period (in dollars per share) | $ / shares	$ 87.82
Granted (in dollars per share) | $ / shares	115.14
Vested/earned (in dollars per share) | $ / shares	81.01
Forfeited or unearned (in dollars per share) | $ / shares	103.36
Outstanding and non-vested, end of period (in dollars per share) | $ / shares	$ 104.74
Performance Awards
Restricted Shares
Outstanding and non-vested, beginning of period (in shares) | shares	70
Granted (in shares) | shares	18
Additional shares awarded based on performance (in shares) | shares	4
Vested/earned (in shares) | shares	(31)
Forfeited or unearned (in shares) | shares	0
Outstanding and non-vested, end of period (in shares) | shares	61
Weighted-Average Grant Date Fair Value
Outstanding and non-vested, beginning of period (in dollars per share) | $ / shares	$ 87.74
Granted (in dollars per share) | $ / shares	120.27
Additional shares awarded based on performance (in dollars per share) | $ / shares	68.75
Vested/earned (in dollars per share) | $ / shares	69.10
Forfeited or unearned (in dollars per share) | $ / shares	0
Outstanding and non-vested, end of period (in dollars per share) | $ / shares	$ 105.95
Director Restricted Shares
Restricted Shares
Outstanding and non-vested, beginning of period (in shares) | shares	15
Granted (in shares) | shares	0
Vested/earned (in shares) | shares	0
Forfeited or unearned (in shares) | shares	0
Outstanding and non-vested, end of period (in shares) | shares	15
Weighted-Average Grant Date Fair Value
Outstanding and non-vested, beginning of period (in dollars per share) | $ / shares	$ 93.70
Granted (in dollars per share) | $ / shares	0
Vested/earned (in dollars per share) | $ / shares	0
Forfeited or unearned (in dollars per share) | $ / shares	0
Outstanding and non-vested, end of period (in dollars per share) | $ / shares	$ 93.70

Indebtedness - Summary (Details

Indebtedness - Summary (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Debt issuance costs	$ (389)	$ (418)
Long-term debt	153,111	108,082
Less: Current portion of long-term debt	(2,430)	(1,494)
Total long-term debt, less current portion	150,681	106,588
Revolving Credit Facility
Debt Instrument [Line Items]
Credit facility, expires 2026	$ 153,500	$ 108,500

Indebtedness - Narrative (Detai

Indebtedness - Narrative (Details) - USD ($)	1 Months Ended		3 Months Ended
	Dec. 31, 2021	Sep. 30, 2017	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Apr. 30, 2020
Debt Instrument [Line Items]
Proceeds from credit facility			$ 45,000,000	$ 0
Revolving Credit Facility
Debt Instrument [Line Items]
Term		5 years
Credit facility amount	$ 525,000	$ 150,000				$ 250,000
Aggregate principal amount	450,000					225,000,000
Additional borrowing capacity of credit facility	75,000					$ 25,000,000
Borrowings outstanding	300,000
Repayments of debt	$ 150,000
Available borrowing capacity			$ 234,966,000		$ 279,966,000
Bloomberg short-term bank yield index rate floor	0%
Base rate floor	2%
Federal funds rate floor	0%
Bloomberg short-term bank yield index additional rate	1%
Interest rate at period end			5.96%	1.44%
Revolving Credit Facility | Medium-term Notes
Debt Instrument [Line Items]
Borrowings outstanding	$ 150,000
Proceeds from credit facility	$ 150,000
Revolving Credit Facility | Bloomberg Short-Term Bank Yield Index | Minimum
Debt Instrument [Line Items]
Basis spread on variable rate	1.25%
Revolving Credit Facility | Bloomberg Short-Term Bank Yield Index | Maximum
Debt Instrument [Line Items]
Basis spread on variable rate	1.75%
Revolving Credit Facility | Federal Funds Rate
Debt Instrument [Line Items]
Basis spread on variable rate	0.50%
Revolving Credit Facility | Prime Rate | Minimum
Debt Instrument [Line Items]
Basis spread on variable rate	0%
Revolving Credit Facility | Prime Rate | Maximum
Debt Instrument [Line Items]
Basis spread on variable rate	0.50%
Letter of Credit
Debt Instrument [Line Items]
Credit facility amount		30,000
Outstanding amount			$ 20,034,000		$ 20,034,000
Swing Line Loan
Debt Instrument [Line Items]
Credit facility amount		$ 30,000

Net Income Per Share - Basic an

Net Income Per Share - Basic and Diluted Net Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Numerator:
Net income attributable to Forward Air	$ 36,368	$ 42,686
Income allocated to participating securities	(185)	(248)
Numerator for basic net income per share	36,183	42,438
Numerator for diluted net income per share	$ 36,183	$ 42,438
Denominator:
Denominator for basic net income per share - weighted-average number of common shares outstanding (in shares)	26,350	26,947
Dilutive stock options and performance share awards (in shares)	129	153
Denominator for diluted net income per share - weighted-average number of common shares and share equivalents outstanding (in shares)	26,479	27,100
Net income per share:
Basic (in dollars per share)	$ 1.37	$ 1.57
Diluted net income (loss) per share:
Diluted (in dollars per share)	$ 1.37	$ 1.57

Net Income Per Share - Anti-Dil

Net Income Per Share - Anti-Dilutive Shares (Details) - shares shares in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive shares (in shares)	204	78
Anti-dilutive stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive shares (in shares)	112	64
Anti-dilutive performance shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive shares (in shares)	18	14
Anti-dilutive restricted shares and deferred stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive shares (in shares)	74	0

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Income tax expense	$ 11,786	$ 13,881
Effective tax rate	24.50%	24.50%
Unrecognized tax benefits	$ 198		$ 198
Unrecognized tax benefits, accrued interest and penalties	85		$ 85
Sale of business, capital loss	4,253
Valuation Allowance [Line Items]
Valuation allowance	4,253
State and Local Jurisdiction
Valuation Allowance [Line Items]
Valuation allowance	$ 395

Fair Value of Financial Instr_2

Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Estimate of Fair Value Measurement
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Finance lease obligation	$ 27,215	$ 23,210
Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Finance lease obligation	$ 27,517	$ 23,794

Shareholders' Equity (Details)

Shareholders' Equity (Details) - USD ($)		3 Months Ended
	Apr. 28, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Feb. 05, 2019
Equity, Class of Treasury Stock [Line Items]
Dividends per share (in dollars per share)		$ 0.24	$ 0.24	$ 0.24	$ 0.24	$ 0.24
Repurchases of common stock		$ 50,491,000				$ 17,780,000
Subsequent Event
Equity, Class of Treasury Stock [Line Items]
Dividends per share (in dollars per share)	$ 0.24
Stock Repurchase Plan 2019
Equity, Class of Treasury Stock [Line Items]
Shares authorized for repurchase (in shares)							5,000,000
Shares available to be purchased (in shares)		1,759,000
Stock Repurchase Plan 2019 | Common Stock
Equity, Class of Treasury Stock [Line Items]
Shares repurchased (in shares)		474,000				176,000
Repurchases of common stock		$ 50,491,000				$ 17,780,000
Average cost per share (in dollars per share)		$ 105.38				$ 100.86

Commitments and Contingencies (

Commitments and Contingencies (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Other Commitments [Line Items]
Liability insurance coverage	$ 100
Self-insurance retention workers' compensation	500
Aggregate deductible for claims between $0 and $5,000 | Expedited Freight
Other Commitments [Line Items]
Company Risk Retention	5,000
Aggregate deductible for claims between $0 and $2,000 | Expedited Freight
Other Commitments [Line Items]
Company Risk Retention	2,000
Aggregate deductible for claims between $5,000 and $10,000 | Expedited Freight
Other Commitments [Line Items]
Company Risk Retention	5,000
Aggregate deductible for claims between $0 and $1,000 | Intermodal
Other Commitments [Line Items]
Company Risk Retention	1,000
Minimum | Aggregate deductible for claims between $0 and $5,000 | Expedited Freight
Other Commitments [Line Items]
Self-insurance retention liability additional deductible applicable range	0
Minimum | Aggregate deductible for claims between $0 and $2,000 | Expedited Freight
Other Commitments [Line Items]
Self-insurance retention liability additional deductible applicable range	0
Minimum | Aggregate deductible for claims between $5,000 and $10,000 | Expedited Freight
Other Commitments [Line Items]
Self-insurance retention liability additional deductible applicable range	5,000
Minimum | Aggregate deductible for claims between $0 and $1,000 | Intermodal
Other Commitments [Line Items]
Self-insurance retention liability additional deductible applicable range	0
Maximum | Aggregate deductible for claims between $0 and $5,000 | Expedited Freight
Other Commitments [Line Items]
Self-insurance retention liability additional deductible applicable range	5,000
Maximum | Aggregate deductible for claims between $0 and $2,000 | Expedited Freight
Other Commitments [Line Items]
Self-insurance retention liability additional deductible applicable range	2,000
Maximum | Aggregate deductible for claims between $5,000 and $10,000
Other Commitments [Line Items]
Self-insurance retention liability additional deductible applicable range	10,000
Maximum | Aggregate deductible for claims between $5,000 and $10,000 | Expedited Freight
Other Commitments [Line Items]
Self-insurance retention liability additional deductible applicable range	10,000
Maximum | Aggregate deductible for claims between $0 and $1,000 | Intermodal
Other Commitments [Line Items]
Self-insurance retention liability additional deductible applicable range	$ 1,000

Segment Reporting (Details)

Segment Reporting (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($) segment	Mar. 31, 2022 USD ($)	Dec. 31, 2022 USD ($)
Segment Reporting Information [Line Items]
Number of reportable segments | segment	2
Operating revenues	$ 427,066	$ 466,961
Depreciation	9,174	7,052
Amortization	4,461	4,078
Income from operations	50,509	57,351
Purchases of property and equipment	6,789	9,908
Total Assets	1,226,566		$ 1,208,076
Expedited Freight
Segment Reporting Information [Line Items]
Operating revenues	338,934	376,591
Expedited Freight | Network
Segment Reporting Information [Line Items]
Operating revenues	205,931	233,700
Expedited Freight | Truckload
Segment Reporting Information [Line Items]
Operating revenues	41,744	55,908
Expedited Freight | Final Mile
Segment Reporting Information [Line Items]
Operating revenues	69,357	65,758
Expedited Freight | Other
Segment Reporting Information [Line Items]
Operating revenues	21,902	21,225
Operating Segments | Expedited Freight
Segment Reporting Information [Line Items]
Operating revenues	338,904	376,526
Depreciation	6,988	5,673
Amortization	1,901	1,808
Income from operations	32,998	47,680
Purchases of property and equipment	6,613	8,956
Total Assets	750,838		683,386
Operating Segments | Intermodal
Segment Reporting Information [Line Items]
Operating revenues	88,162	90,435
Depreciation	2,186	1,340
Amortization	2,560	2,270
Income from operations	11,203	11,146
Purchases of property and equipment	176	952
Total Assets	296,624		322,001
Corporate
Segment Reporting Information [Line Items]
Operating revenues	0	0
Depreciation	0	39
Amortization	0	0
Income from operations	6,308	(1,475)
Purchases of property and equipment	0	0
Total Assets	179,178		202,756
Eliminations
Segment Reporting Information [Line Items]
Operating revenues	(37)	(70)
Depreciation	0	0
Amortization	0	0
Income from operations	0	0
Purchases of property and equipment	0	0
Total Assets	(74)		$ (67)
Eliminations | Expedited Freight
Segment Reporting Information [Line Items]
Operating revenues	(30)	(65)
Eliminations | Intermodal
Segment Reporting Information [Line Items]
Operating revenues	$ (7)	$ (5)