Forward air corporation reports fourth quarter 2021 results
Greeneville, tenn.--(business wire)--forward air corporation (nasdaq:fwrd) (the “company”, “we”, “our”, or “us”) today reported financial results for the three and twelve months ended december 31, 2021 as presented in the tables below on a continuing operations basis (pool distribution was previously reported as a discontinued operation). tom schmitt, chairman, president and ceo, commenting on fourth quarter results from continuing operations, said, “our fourth quarter reported revenue, net income and net income per diluted share represent the best quarterly financial performance in forward history and each set all-time quarterly records. with higher quality freight in our network, our less-than-truckload line of business reported record levels in weight per shipment and revenue per shipment for the fourth quarter. our solid growth strategies combined with continued strong demand for our services drove our record fourth quarter revenue growth of 31%, which came in above the high end of our guidance range of 23% to 27%. our record reported net income per diluted share of $1.40 exceeded the high end of our $1.25 to $1.29 guidance range.” mr. schmitt continued, “we anticipate solid performance in the first quarter of 2022 with volumes expected to exceed the same period of 2021. for the month of january, our revenue per shipment increased 54.8%, weight per shipment increased 33.0% and tonnage increased 10.7% year-over-year. based on the continued precision execution of our strategic priorities, at this moment, we are ahead of pace toward our previously announced full year 2023 targets.” in closing, mr. schmitt said, “we achieved record-breaking annual performance in 2021. i would like to thank our employees and independent contractors for their remarkable efforts to serve our customers and their valuable contribution to this important milestone for forward.” regarding the company’s first quarter 2022 continuing operations guidance, rebecca j. garbrick, cfo, said, “we expect first quarter year-over-year revenue growth of 18% to 22% and net income per diluted share to be between $1.15 to $1.19, compared to reported net income per diluted share of $0.60 and adjusted net income per diluted share of $0.80 in the first quarter of 2021.” continuing operations three months ended (in thousands, except per share data) december 31, 2021 december 31, 2020 change percent change operating revenue $ 459,929 $ 350,341 $ 109,588 31.3 % income from operations $ 51,977 $ 20,726 $ 31,251 150.8 % operating margin 11.3 % 5.9 % 540 bps net income from continuing operations $ 38,197 $ 15,133 $ 23,064 152.4 % net income per diluted share $ 1.40 $ 0.55 $ 0.85 154.5 % cash provided by operating activities $ 42,144 $ 15,612 $ 26,532 169.9 % non-gaap financial measures: 1 adjusted income from operations $ 51,866 $ 25,237 $ 26,629 105.5 % adjusted net income $ 38,114 $ 18,629 $ 19,485 104.6 % adjusted net income per diluted share $ 1.40 $ 0.68 $ 0.72 105.9 % ebitda $ 63,462 $ 29,929 $ 33,533 112.0 % free cash flow $ 26,354 $ 12,781 $ 13,573 106.2 % 1 reconciliation of these non-gaap financial measures are provided below the financial tables. continuing operations twelve months ended (in thousands, except per share data) december 31, 2021 december 31, 2020 change percent change operating revenue $ 1,662,427 $ 1,269,573 $ 392,854 30.9 % income from operations $ 159,301 $ 73,924 $ 85,377 115.5 % operating margin 9.6 % 5.8 % 380 bps net income from continuing operations $ 116,091 $ 52,767 $ 63,324 120.0 % net income per diluted share $ 4.22 $ 1.89 $ 2.33 123.3 % cash provided by operating activities $ 124,896 $ 96,105 $ 28,791 30.0 % non-gaap financial measures: 1 adjusted income from operations $ 166,729 $ 79,523 $ 87,206 109.7 % adjusted net income $ 121,654 $ 57,027 $ 64,627 113.3 % adjusted net income per diluted share $ 4.43 $ 2.05 $ 2.38 116.1 % ebitda $ 198,853 $ 111,046 $ 87,807 79.1 % free cash flow $ 88,430 $ 78,250 $ 10,180 13.0 % 1 reconciliation of these non-gaap financial measures are provided below the financial tables. on february 8, 2022, our board of directors approved a 14% increase to the company’s quarterly dividend, raising it from $0.21 to $0.24 per share of common stock. the dividend is payable to shareholders of record at the close of business on march 3, 2022 and is expected to be paid on march 18, 2022. this quarterly dividend is made pursuant to a cash dividend policy approved by the board of directors, which anticipates a total annual dividend of $0.96 for the full year 2022, payable in quarterly increments of $0.24 per share of common stock. the actual declaration of future cash dividends, and the establishment of record and payment dates, is subject to final determination by the board of directors each quarter after its review of the company’s financial performance. commenting on the increased dividend payment, ms. garbrick said, “this increase reflects our confidence in the growth potential of our businesses, and the company’s continued focus on returning a portion of its free cash flow back to shareholders. in the past five years, we have returned approximately $365 million to shareholders in the form of dividends and share repurchases.” the board approved a strategy to divest the pool distribution business (“pool”) on april 23, 2020, and the sale of pool was completed on february 12, 2021. accordingly, the results of operations and cash flows for pool have been presented as a discontinued operation and have been excluded from continuing operations in this release for all periods presented. in addition, pool assets and liabilities were reflected as “held for sale” on the condensed consolidated balance sheets in this press release for the prior period. review of financial results forward air will hold a conference call to discuss fourth quarter 2021 results on thursday, february 10, 2022 at 9:00 a.m. est. the company’s conference call will be available online on the investor relations portion of the company’s website at www.forwardaircorp.com, or by dialing (844) 867-6169, access code: 3231672. a replay of the conference call will be available on the investor relations portion of the company’s website at www.forwardaircorp.com, which we use as a primary mechanism to communicate with our investors. investors are urged to monitor the investors relations portion of the company’s website to easily find or navigate to current and pertinent information about us. about forward air corporation forward air is a leading asset-light freight and logistics company that provides services across the united states and canada. we provide expedited less-than-truckload (“ltl”) services, including local pick-up and delivery, shipment consolidation/deconsolidation, warehousing, and customs brokerage by utilizing a comprehensive national network of terminals. in addition, we offer final mile services, including delivery of heavy-bulky freight, truckload brokerage services, including dedicated fleet services; and intermodal, first-and last-mile, high-value drayage services, both to and from seaports and railheads, dedicated contract and container freight station warehouse and handling services. we are more than a transportation company. as a single resource for your shipping needs, forward is your supply chain partner. for more information, visit our website at www.forwardaircorp.com. forward air corporation condensed consolidated statements of comprehensive income (unaudited, in thousands, except per share data) three months ended twelve months ended december 31, 2021 december 31, 2020 december 31, 2021 december 31, 2020 operating revenue: expedited freight $ 376,792 $ 299,500 $ 1,374,270 $ 1,072,301 intermodal 83,394 51,767 289,214 199,603 eliminations and other operations (257 ) (926 ) (1,057 ) (2,331 ) operating revenue 459,929 350,341 1,662,427 1,269,573 operating expenses: purchased transportation 227,776 184,943 833,075 650,664 salaries, wages and employee benefits 83,866 70,527 327,814 270,785 operating leases 19,560 17,122 79,633 69,720 depreciation and amortization 11,485 9,206 39,552 37,125 insurance and claims 11,570 8,475 42,186 34,912 fuel expense 4,809 2,919 17,027 12,166 other operating expenses 48,886 36,423 163,839 120,277 total operating expenses 407,952 329,615 1,503,126 1,195,649 income (loss) from continuing operations expedited freight 45,467 20,872 139,321 71,266 intermodal 8,510 3,428 30,117 16,391 other operations (2,000 ) (3,574 ) (10,137 ) (13,733 ) income from continuing operations 51,977 20,726 159,301 73,924 other expense: interest expense (877 ) (1,206 ) (4,338 ) (4,561 ) other, net — (3 ) — (3 ) total other expense (877 ) (1,209 ) (4,338 ) (4,564 ) income before income taxes 51,100 19,517 154,963 69,360 income tax expense 12,903 4,384 38,872 16,593 net income from continuing operations 38,197 15,133 116,091 52,767 income (loss) from discontinued operation, net of tax 2,268 (19,576 ) (10,232 ) (29,034 ) net income (loss) and comprehensive income (loss) $ 40,465 $ (4,443 ) $ 105,859 $ 23,733 net income per share: basic net income (loss) per share: continuing operations $ 1.41 $ 0.55 $ 4.25 $ 1.90 discontinued operation 0.08 (0.72 ) (0.37 ) (1.05 ) net income (loss) per share1 $ 1.49 $ (0.17 ) $ 3.87 $ 0.84 diluted net income (loss) per share: continuing operations $ 1.40 $ 0.55 $ 4.22 $ 1.89 discontinued operation 0.08 (0.72 ) (0.37 ) (1.05 ) net income (loss) per share1 $ 1.48 $ (0.17 ) $ 3.85 $ 0.84 dividends per share: $ 0.21 $ 0.21 $ 0.84 $ 0.75 1 rounding may impact summation of amounts. expedited freight segment information (in thousands) (unaudited) three months ended december 31, 2021 percent of revenue december 31, 2020 percent of revenue change percent change operating revenue: network 1 $ 234,792 62.4 % $ 170,035 56.8 % $ 64,757 38.1 % truckload 60,026 15.9 54,829 18.3 5,197 9.5 final mile 71,706 19.0 66,252 22.1 5,454 8.2 other 10,268 2.7 8,383 2.8 1,885 22.5 total operating revenue 376,792 100.0 299,499 100.0 77,293 25.8 operating expenses: purchased transportation 204,810 54.4 167,205 55.8 37,605 22.5 salaries, wages and employee benefits 66,260 17.6 58,386 19.5 7,874 13.5 operating leases 13,536 3.6 13,302 4.4 234 1.8 depreciation and amortization 8,481 2.3 6,812 2.4 1,669 24.5 insurance and claims 8,173 2.2 5,928 2.0 2,245 37.9 fuel expense 2,387 0.6 1,699 0.6 688 40.5 other operating expenses 27,678 7.3 25,295 8.4 2,383 9.4 total operating expenses 331,325 87.9 278,627 93.0 52,698 18.9 income from operations $ 45,467 12.1 % $ 20,872 7.0 % $ 24,595 117.8 % 1 network revenue is comprised of all revenue, including linehaul, pickup and/or delivery, and fuel surcharge revenue, excluding accessorial, truckload and final mile revenue. expedited freight operating statistics three months ended december 31, 2021 december 31, 2020 percent change business days 63 64 (1.6 ) % tonnage 1,2 total pounds 744,725 641,370 16.1 pounds per day 11,821 10,021 18.0 shipments 1,2 total shipments 889 1,052 (15.5 ) shipments per day 14.1 16.4 (14.0 ) weight per shipment 838 610 37.4 revenue per hundredweight 3 $ 30.23 $ 26.65 13.4 revenue per hundredweight, excluding fuel 3 $ 25.41 $ 23.23 9.4 revenue per shipment 3 $ 258.29 $ 161.79 59.6 revenue per shipment, excluding fuel 3 $ 217.91 $ 140.94 54.6 network revenue from door-to-door shipments as a percentage of network revenue 3,4 45.0 % 46.6 % (3.4 ) 1 in thousands. 2 excludes accessorial, full truckload and final mile products. 3 includes intercompany revenue between the network and truckload revenue streams. 4 door-to-door shipments include all shipments with a pickup and/or delivery. intermodal segment information (in thousands) (unaudited) three months ended december 31, 2021 percent of revenue december 31, 2020 percent of revenue change percent change operating revenue $ 83,394 100.0 % $ 51,768 100.0 % $ 31,626 61.1 % operating expenses: purchased transportation 23,221 27.9 18,365 35.5 4,856 26.4 salaries, wages and employee benefits 17,711 21.2 12,404 24.0 5,307 42.8 operating leases 6,024 7.2 3,921 7.6 2,103 53.6 depreciation and amortization 2,983 3.6 2,352 4.5 631 26.8 insurance and claims 2,385 2.9 2,052 4.0 333 16.2 fuel expense 2,422 2.9 1,220 2.4 1,202 98.5 other operating expenses 20,138 24.1 8,026 15.5 12,112 150.9 total operating expenses 74,884 89.8 48,340 93.4 26,544 54.9 income from operations $ 8,510 10.2 % $ 3,428 6.6 % $ 5,082 148.2 % intermodal operating statistics three months ended december 31, 2021 december 31, 2020 percent change drayage shipments 91,113 75,500 20.7 % drayage revenue per shipment $ 777 $ 583 33.3 % number of locations 29 24 20.8 % forward air corporation condensed consolidated balance sheets (in thousands) (unaudited) december 31, 2021 december 31, 2020 assets current assets: cash and cash equivalents $ 37,316 $ 40,254 accounts receivable, net 208,085 156,490 other receivables 8,097 — other current assets 29,309 28,150 current assets held for sale — 21,002 total current assets 282,807 245,896 property and equipment 419,962 380,519 less accumulated depreciation and amortization 200,867 190,652 total property and equipment, net 219,095 189,867 operating lease right-of-use assets 148,198 123,338 goodwill 266,752 244,982 other acquired intangibles, net of accumulated amortization 154,717 145,032 other assets 46,254 45,181 noncurrent assets held for sale — 53,097 total assets $ 1,117,823 $ 1,047,393 liabilities and shareholders’ equity current liabilities: accounts payable $ 44,837 $ 38,371 accrued expenses 61,621 51,264 other current liabilities 4,614 10,580 current portion of debt and finance lease obligations 6,088 1,801 current portion of operating lease liabilities 47,532 43,680 current liabilities held for sale — 25,924 total current liabilities 164,692 171,620 debt and finance lease obligations, less current portion 165,037 117,408 operating lease liabilities, less current portion 101,409 80,346 other long-term liabilities 49,624 54,129 deferred income taxes 43,407 41,986 noncurrent liabilities held for sale — 34,575 shareholders’ equity: common stock 270 273 additional paid-in capital 258,474 242,916 retained earnings 334,910 304,140 total shareholders’ equity 593,654 547,329 total liabilities and shareholders’ equity $ 1,117,823 $ 1,047,393 forward air corporation condensed consolidated statements of cash flows (in thousands) (unaudited) three months ended december 31, 2021 december 31, 2020 operating activities: net income from continuing operations $ 38,197 $ 15,133 adjustments to reconcile net income of continuing operations to net cash provided by operating activities of continuing operations: depreciation and amortization 11,485 9,206 change in fair value of earn-out liability (111 ) 2,588 share-based compensation expense 2,734 3,181 provision for revenue adjustments 2,439 1,779 deferred income tax expense 2,805 (3,545 ) other 670 (127 ) changes in operating assets and liabilities, net of effects from the purchase of acquired companies: accounts receivable (3,598 ) (5,303 ) other receivables 6,121 — prepaid expenses, other current assets and other assets (16,200 ) (10,677 ) accounts payable, accrued expenses and other long-term liabilities (2,398 ) 3,377 net cash provided by operating activities of continuing operations 42,144 15,612 investing activities: proceeds from sale of property and equipment 304 998 purchases of property and equipment (16,094 ) (3,829 ) purchase of businesses, net of cash acquired (36,813 ) (7,720 ) net cash used in investing activities of continuing operations (52,603 ) (10,551 ) financing activities: proceeds from revolving credit facility 150,000 — payments on revolving credit facility (150,000 ) — repayments of finance lease obligations (978 ) (917 ) payment of debt issuance costs (363 ) — proceeds from issuance of common stock upon stock option exercises 143 2,336 payments of dividends to shareholders (5,706 ) (5,779 ) proceeds from common stock issued under employee stock purchase plan 523 370 payment of minimum tax withholdings on share-based awards (41 ) (64 ) contributions from (distributions to) subsidiary held for sale 2,267 (3,743 ) net cash used in financing activities of continuing operations (4,155 ) (7,797 ) net decrease in cash of continuing operations (14,614 ) (2,736 ) cash from discontinued operation: net cash provided by (used in) operating activities of discontinued operation 2,267 (3,349 ) net cash used in investing activities of discontinued operation — (394 ) net cash (used in) provided by financing activities of discontinued operation (2,267 ) 3,743 decrease in cash and cash equivalents (14,614 ) (2,736 ) cash and cash equivalents at beginning of period of continuing operations 51,930 42,990 cash at beginning of period of discontinued operation — — decrease in cash and cash equivalents (14,614 ) (2,736 ) less: cash at beginning of period of discontinued operation — — cash and cash equivalents at end of period of continuing operations $ 37,316 $ 40,254 forward air corporation condensed consolidated statements of cash flows (in thousands) (unaudited) year ended december 31, 2021 december 31, 2020 operating activities: net income from continuing operations $ 116,091 $ 52,767 adjustments to reconcile net income of continuing operations to net cash provided by operating activities of continuing operations: depreciation and amortization 39,552 37,125 change in fair value of earn-out liability (496 ) 379 share-based compensation expense 10,913 11,033 provision for revenue adjustments 7,943 4,751 deferred income tax expense 1,421 772 other 1,076 587 changes in operating assets and liabilities, net of effects from the purchase of acquired companies: accounts receivable (52,684 ) (25,739 ) other receivables (8,097 ) — prepaid expenses, other current assets and other assets (8,002 ) (9,424 ) accounts payable, accrued expenses and other long-term liabilities 17,179 23,854 net cash provided by operating activities of continuing operations 124,896 96,105 investing activities: proceeds from sale of property and equipment 2,643 2,413 purchases of property and equipment (39,109 ) (20,268 ) purchase of businesses, net of cash acquired (59,866 ) (63,651 ) net cash used in investing activities of continuing operations (96,332 ) (81,506 ) financing activities: proceeds from revolving credit facility 195,000 65,000 payments on revolving credit facility (150,000 ) (20,000 ) repayments of finance lease obligations (2,423 ) (1,446 ) payment of debt issuance costs (482 ) — proceeds from issuance of common stock upon stock option exercises 3,706 4,237 payment of earn-out liability (6,519 ) (5,284 ) payments of dividends to shareholders (22,976 ) (20,869 ) repurchases and retirement of common stock (48,989 ) (45,248 ) proceeds from common stock issued under employee stock purchase plan 911 664 payment of minimum tax withholdings on share-based awards (3,115 ) (3,508 ) contributions from (distributions to) subsidiary held for sale 3,385 (12,640 ) net cash used in financing activities of continuing operations (31,502 ) (39,094 ) net decrease in cash of continuing operations (2,938 ) (24,495 ) cash from discontinued operation: net cash used in operating activities of discontinued operation (4,635 ) (11,439 ) net cash provided by (used in) investing activities of discontinued operation 8,020 (1,201 ) net cash used in (provided by) financing activities of discontinued operation (3,385 ) 12,640 decrease in cash and cash equivalents (2,938 ) (24,495 ) cash and cash equivalents at beginning of period of continuing operations 40,254 64,749 cash at beginning of period of discontinued operation — — decrease in cash and cash equivalents (2,938 ) (24,495 ) less: cash at beginning of period of discontinued operation — — cash and cash equivalents at end of period of continuing operations $ 37,316 $ 40,254 forward air corporation reconciliation of non-gaap financial measures in this press release, the company uses non-gaap financial measures that are derived on the basis of methodologies other than in accordance with gaap. the company believes that meaningful analysis of its financial performance requires an understanding of the factors underlying that performance, including an understanding of items that are non-operational. management uses these non-gaap financial measures in making financial, operating, compensation and planning decisions as well as evaluating the company’s performance. for the three and twelve months ended december 31, 2021 and 2020, this press release contains the following non-gaap financial measures: earnings before interest, taxes, depreciation and amortization (“ebitda”), free cash flow, and reported income from continuing operations, net income, and net income per diluted share to adjusted income from continuing operations, net income, and net income per diluted share. all non-gaap financial measures are presented on a continuing operations basis. the company believes that ebitda from continuing operations improves comparability from period to period by removing the impact of its capital structure (interest and financing expenses), asset base (depreciation and amortization) and tax impacts. the company believes that free cash flow from continuing operations is an important measure of its ability to repay maturing debt or fund other uses of capital that it believes will enhance shareholder value. the company believes providing adjusted income from operations, net income and net income per share allows investors to compare company performance consistently over various periods without regard to the impact of these unusual, nonrecurring or nonoperational items. non-gaap financial measures should be viewed in addition to, and not as an alternative for, the company’s financial results prepared in accordance with gaap. non-gaap financial information does not represent a comprehensive basis of accounting. as required by the securities and exchange act of 1933 and the rules and regulations promulgated thereunder, the company has included, for the periods indicated, a reconciliation of the non-gaap financial measure to the most directly comparable gaap financial measure. the following is a reconciliation of net income from continuing operations to ebitda from continuing operations for the three and twelve months ended december 31, 2021 and 2020 (in thousands): three months ended twelve months ended continuing operations december 31, 2021 december 31, 2020 december 31, 2021 december 31, 2020 net income $ 38,197 $ 15,133 $ 116,091 $ 52,767 interest expense 877 1,206 4,338 4,561 income tax expense 12,903 4,384 38,872 16,593 depreciation and amortization 11,485 9,206 39,552 37,125 ebitda $ 63,462 $ 29,929 $ 198,853 $ 111,046 the following is a reconciliation of net cash provided by operating activities of continuing operations to free cash flow from continuing operations for the three and twelve months ended december 31, 2021 and 2020 (in thousands): three months ended twelve months ended continuing operations december 31, 2021 december 31, 2020 december 31, 2021 december 31, 2020 net cash provided by operating activities $ 42,144 $ 15,612 $ 124,896 $ 96,105 proceeds from sale of property and equipment 304 998 2,643 2,413 purchases of property and equipment (16,094 ) (3,829 ) (39,109 ) (20,268 ) free cash flow $ 26,354 $ 12,781 $ 88,430 $ 78,250 the following is a reconciliation of reported income from continuing operations, net income, and net income per diluted share from continuing operations to adjusted income from continuing operations, net income, and net income per diluted share from continuing operations for the three and twelve months ended december 31, 2021 and 2020 (in thousands, except net income per diluted share): three months ended december 31, 2021 three months ended december 31, 2020 continuing operations income from operations net income1 net income per diluted share1 income from operations net income1 net income per diluted share1,2 as reported $ 51,977 $ 38,197 $ 1.40 $ 20,726 $ 15,133 $ 0.55 professional fees for cybersecurity and shareholder engagement activities — — — 1,923 1,490 0.05 change in the fair value of the earn-out liability (111 ) (83 ) — 2,588 2,006 0.07 as adjusted $ 51,866 $ 38,114 $ 1.40 $ 25,237 $ 18,629 $ 0.68 1 net income and net income per diluted share amounts are after tax 2 rounding may impact summation of amounts. twelve months ended december 31, 2021 twelve months ended december 31, 2020 continuing operations income from operations net income1 net income per diluted share1 income from operations net income1 net income per diluted share1,2 as reported $ 159,301 $ 116,091 $ 4.22 $ 73,924 $ 52,767 $ 1.89 professional fees for an operational improvement project 969 726 0.03 — — — professional fees for cybersecurity and shareholder engagement activities 6,955 5,209 0.19 1,923 1,463 0.05 reserve for a litigated contract dispute — — — 2,300 1,750 0.06 change in the fair value of the earn-out liability (496 ) (372 ) (0.01 ) 379 288 0.01 severance expenses — — — 997 759 0.03 as adjusted $ 166,729 $ 121,654 $ 4.43 $ 79,523 $ 57,027 $ 2.05 1 net income and net income per diluted share amounts are after tax 2 rounding may impact summation of amounts. the following is a reconciliation of reported net income per diluted share from continuing operations to adjusted net income per diluted share from continuing operations for the three months ended march 31, 2021: continuing operations net income per diluted share1 as reported $ 0.60 professional fees for cybersecurity and shareholder engagement activities 0.20 as adjusted $ 0.80 1 net income per diluted share is after tax. the following information is provided to supplement this press release. actual - continuing operations three months ended december 31, 2021 net income from continuing operations $ 38,197 income allocated to participating securities (288 ) numerator for diluted income per share - net income $ 37,909 weighted-average shares outstanding-diluted 27,109 diluted net income per share $ 1.40 projected full year 2022 projected tax rate - continuing operations 25.8 % projected purchases of property and equipment, net of proceeds from sale of property and equipment $ 35,000 projected - continuing operations december 31, 2022 projected weighted-average shares outstanding-diluted 26,800 note regarding forward-looking statements this press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the u.s. private securities litigation reform act of 1995. forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “will” and similar references to future periods. forward-looking statements included in this press release relate to the expected organic growth and future performance of the company, expected first quarter 2022 revenue growth, first quarter 2022 net income per diluted share, pace towards 2023 targets, full year 2022 projected tax rate, fully diluted share count (before consideration of future share repurchase), projected capital expenditures, the future declaration of dividends and, the quarterly and full year 2022 anticipated dividends per share. forward-looking statements are neither historical facts nor assurances of future performance. instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. our actual results and financial condition may differ materially from those indicated in the forward-looking statements. therefore, you should not rely on any of these forward-looking statements. the following is a list of factors, among others, that could cause actual results to differ materially from those contemplated by the forward-looking statements: economic factors such as recessions, inflation, higher interest rates and downturns in customer business cycles, the covid-19 pandemic, our ability to manage our growth and ability to grow, in part, through acquisitions, while being able to successfully integrate such acquisitions, our ability to secure terminal facilities in desirable locations at reasonable rates, more limited liquidity than expected which limits our ability to make key investments, the creditworthiness of our customers and their ability to pay for services rendered, our inability to maintain our historical growth rate because of a decreased volume of freight or decreased average revenue per pound of freight moving through our network, the availability and compensation of qualified leased capacity providers and freight handlers as well as contracted, third-party carriers needed to serve our customers’ transportation needs, our inability to manage our information systems and inability of our information systems to handle an increased volume of freight moving through our network, the occurrence of cybersecurity risks and events, market acceptance of our service offerings, claims for property damage, personal injuries or workers’ compensation, enforcement of and changes in governmental regulations, environmental, tax, insurance and accounting matters, the handling of hazardous materials, changes in fuel prices, loss of a major customer, increasing competition and pricing pressure, our dependence on our senior management team and the potential effects of changes in employee status, seasonal trends, the occurrence of certain weather events, restrictions in our charter and bylaws and the risks described in our annual report on form 10-k for the year ended december 31, 2020. any forward-looking statement made by us in this press release is based only on information currently available to us and speaks only as of the date on which it is made. we undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
