Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 2017
Commission File No. 000-22490

corplogoa05.jpg

FORWARD AIR CORPORATION
(Exact name of registrant as specified in its charter)

Tennessee
 
62-1120025
(State or other jurisdiction of incorporation)
 
(I.R.S. Employer Identification No.)
1915 Snapps Ferry Road, Building N
Greeneville, Tennessee
 
37745
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code: (423) 636-7000
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 
Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes x  No ¨
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x
Accelerated filer o
Non-accelerated filer o
Smaller reporting company o
Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 
Yes o No x
 
The number of shares outstanding of the registrant’s common stock, $0.01 par value, as of July 24, 2017 was 30,297,908.


Table of Contents
 
 
 
Forward Air Corporation
 
 
 
 
 
Page
 
 
Number
Part I.
Financial Information
 
 
 
 
Item 1.
Financial Statements (Unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
Part II.
Other Information
 
 
 
 
Item 1.
 
 
 
Item 1A.
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
Item 5.
 
 
 
Item 6.
 
 
 

2


Part I.
Financial Information
 
 
Item 1.
Financial Statements (Unaudited).
Forward Air Corporation
Condensed Consolidated Balance Sheets
(Dollars in thousands, except share and per share amounts)
(Unaudited)
 
June 30,
2017
 
December 31,
2016
Assets
 
 
 
Current assets:
 
 
 
Cash
$
10,090

 
$
8,511

Accounts receivable, less allowance of $1,329 in 2017 and $1,714 in 2016
123,535

 
116,602

Other current assets
14,526

 
11,157

Total current assets
148,151

 
136,270

 
 
 
 
Property and equipment
375,069

 
379,021

Less accumulated depreciation and amortization
185,510

 
178,816

Total property and equipment, net
189,559

 
200,205

Goodwill and other acquired intangibles:
 

 
 

Goodwill
191,535

 
184,675

Other acquired intangibles, net of accumulated amortization of $66,303 in 2017 and $61,334 in 2016
116,231

 
106,650

Total net goodwill and other acquired intangibles
307,766

 
291,325

Other assets
14,211

 
13,491

Total assets
$
659,687

 
$
641,291

 
 
 
 
 
 
 
 
Liabilities and Shareholders’ Equity
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
17,642

 
$
18,012

Accrued expenses
34,921

 
31,833

Income taxes payable
1,629

 
70

Current portion of debt and capital lease obligations
462

 
28,012

Total current liabilities
54,654

 
77,927

 
 
 
 
Long-term debt and capital lease obligations, less current portion
20,983

 
725

Other long-term liabilities
22,148

 
21,699

Deferred income taxes
42,665

 
41,871

 
 
 
 
Shareholders’ equity:
 

 
 

Preferred stock
—

 
—

Common stock, $0.01 par value: Authorized shares - 50,000,000, Issued and outstanding shares - 30,093,918 in 2017 and 30,090,335 in 2016
301

 
301

Additional paid-in capital
188,663

 
179,512

Retained earnings
330,273

 
319,256

Total shareholders’ equity
519,237

 
499,069

Total liabilities and shareholders’ equity
$
659,687

 
$
641,291

 
 
 
 
The accompanying notes are an integral part of the financial statements.


3


Forward Air Corporation
Condensed Consolidated Statements of Comprehensive Income
(In thousands, except per share data)
(Unaudited)
 
 
 
 
 
 
 
Three months ended
 
Six months ended
 
June 30,
2017
 
June 30,
2016
 
June 30,
2017
 
June 30,
2016
Operating revenue
$
267,518

 
$
238,637

 
$
514,499

 
$
468,185

 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 

 
 
Purchased transportation
115,609

 
99,267

 
218,692

 
195,743

Salaries, wages and employee benefits
64,402

 
57,018

 
126,399

 
115,695

Operating leases
14,796

 
14,601

 
30,397

 
28,469

Depreciation and amortization
10,219

 
9,341

 
20,252

 
19,009

Insurance and claims
7,730

 
6,648

 
13,536

 
12,044

Fuel expense
3,671

 
2,999

 
7,351

 
5,960

Other operating expenses
21,282

 
20,669

 
44,875

 
41,766

Impairment of goodwill, intangibles and other assets
—

 
42,442

 
—

 
42,442

Total operating expenses
237,709

 
252,985

 
461,502

 
461,128

Income (loss) from operations
29,809

 
(14,348
)
 
52,997

 
7,057

 
 
 
 
 
 
 
 
Other income (expense):
 
 
 
 
 

 
 
Interest expense
(236
)
 
(461
)
 
(518
)
 
(1,015
)
Other, net
18

 
(117
)
 
(8
)
 
(145
)
Total other income (expense)
(218
)
 
(578
)
 
(526
)
 
(1,160
)
Income (loss) before income taxes
29,591

 
(14,926
)
 
52,471

 
5,897

Income tax expense (benefit)
10,041

 
(4,860
)
 
18,678

 
2,864

Net income (loss) and comprehensive income (loss)
$
19,550


$
(10,066
)
 
$
33,793

 
$
3,033

 
 
 
 
 
 
 
 
Net income (loss) per share:
 
 
 
 
 

 
 
Basic
$
0.65

 
$
(0.33
)
 
$
1.12

 
$
0.10

Diluted
$
0.64

 
$
(0.33
)
 
$
1.11

 
$
0.10

 
 
 
 
 
 
 
 
Dividends per share:
$
0.15

 
$
0.12

 
$
0.30

 
$
0.24


The accompanying notes are an integral part of the financial statements.

4


Forward Air Corporation
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
 
 
 
Six months ended
 
June 30,
2017
 
June 30,
2016
 
 
Operating activities:
 
 
 
Net income
$
33,793

 
$
3,033

Adjustments to reconcile net income to net cash provided by operating activities
 
 
 
Depreciation and amortization
20,252

 
19,009

Impairment of goodwill, intangible and other assets
—

 
42,442

Share-based compensation
4,026

 
4,111

Loss on disposal of property and equipment
507

 
90

Provision for loss (recovery) on receivables
257

 
(12
)
Provision for revenue adjustments
1,468

 
1,205

Deferred income tax
794

 
881

Excess tax benefit for stock options exercised
—

 
(87
)
Changes in operating assets and liabilities
 
 
 
Accounts receivable
(8,658
)
 
(1,284
)
Other current assets
(3,978
)
 
(3,536
)
Accounts payable and accrued expenses
3,520

 
(4,646
)
Net cash provided by operating activities
51,981

 
61,206

 
 
 
 
Investing activities:
 
 
 
Proceeds from disposal of property and equipment
1,339

 
1,100

Purchases of property and equipment
(4,662
)
 
(16,040
)
Acquisition of business, net of cash acquired
(22,500
)
 
(1,700
)
Other
512

 
(601
)
Net cash used in investing activities
(25,311
)
 
(17,241
)
 
 
 
 
Financing activities:
 
 
 
Payments of debt and capital lease obligations
(42,433
)
 
(27,883
)
Proceeds from senior credit facility
35,000

 
—

Proceeds from exercise of stock options
4,892

 
1,094

Payments of cash dividends
(9,082
)
 
(7,334
)
Repurchase of common stock (repurchase program)
(11,995
)
 
(19,991
)
Common stock issued under employee stock purchase plan
226

 
215

Excess tax benefit for stock options exercised
—

 
87

Cash settlement of share-based awards for tax withholdings
(1,699
)
 
(1,786
)
Net cash used in financing activities
(25,091
)
 
(55,598
)
Net increase (decrease) in cash
1,579

 
(11,633
)
Cash at beginning of period
8,511

 
33,312

Cash at end of period
$
10,090

 
$
21,679

 
The accompanying notes are an integral part of the financial statements.



5
Table of Contents
Forward Air Corporation
Notes to Condensed Consolidated Financial Statements
(In thousands, except share and per share data)
(Unaudited)
June 30, 2017


1.    Description of Business and Basis of Presentation

Forward Air Corporation is a leading asset-light freight and logistics company. Forward Air Corporation's ("the Company", "We", "Our") services can be classified into four principal reportable segments: Expedited LTL, Truckload Premium Services ("TLS"), Intermodal and Pool Distribution ("Pool") (See note 11).
 
Through the Expedited LTL segment, we operate a comprehensive national network to provide expedited regional, inter-regional and national less-than-truckload ("LTL") services. Expedited LTL offers customers local pick-up and delivery and other services including shipment consolidation and deconsolidation, warehousing, customs brokerage and other handling.

Through our TLS segment, we provide expedited truckload brokerage, dedicated fleet services, as well as high security and temperature-controlled logistics services in the United States and Canada.

Our 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 CFS warehouse and handling services. Today, Intermodal operates primarily in the Midwest, with a smaller operational presence in the Southwest and Southeast.

In our Pool Distribution segment, we provide high-frequency handling and distribution of time sensitive product to numerous destinations within a specific geographic region. We offer this service throughout the Mid-Atlantic, Southeast, Midwest and Southwest United States.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by United States generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The Company’s operating results are subject to seasonal trends when measured on a quarterly basis; therefore operating results for the three and six months ended June 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017. For further information, refer to the consolidated financial statements and notes thereto included in the Forward Air Corporation Annual Report on Form 10-K for the year ended December 31, 2016.

The accompanying unaudited condensed consolidated financial statements of the Company include Forward Air Corporation and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Certain reclassifications have been made to the prior period financial information to conform to the current year presentation.

2.    Recent Accounting Pronouncements

In March 2016, the Financial Accounting Standards Board ("FASB") issued guidance that changes the accounting for certain aspects of share-based payments to employees. The guidance requires the recognition of the income tax effects of awards in the income statement when the awards vest or are settled, thus eliminating additional paid in capital ("APIC") pools. The guidance also allows for the employer to repurchase more of an employee’s shares for tax withholding purposes without triggering liability accounting. In addition, the guidance allows for, and we elected, to account for forfeitures as they occur rather than on an estimated basis. We adopted this guidance in January 2017 and the elimination of APIC pools resulted in approximately $175 of income tax benefit during the six months ended June 30, 2017. This guidance has been applied prospectively and no prior periods have been adjusted.

In February 2016, the FASB, issued ASU 2016-02, Leases, which introduces the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous guidance. The guidance will be effective for annual reporting periods beginning after December 15, 2018 and interim periods within those fiscal years with early adoption permitted. We are evaluating the impact of the future adoption of this standard on our consolidated financial statements.
    
In May 2014, the FASB issued guidance on revenue from contracts with customers that will supersede most current revenue recognition guidance, including industry-specific guidance. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those

6
Table of Contents
Forward Air Corporation
Notes to Condensed Consolidated Financial Statements
(In thousands, except share and per share data)
(Unaudited)
June 30, 2017

goods or services. The guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. Other major provisions include capitalization of certain contract costs, consideration of time value of money in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. The guidance is effective for the interim and annual periods beginning on or after December 15, 2017. The guidance permits the use of either a full retrospective or modified retrospective adoption approach with a cumulative effect adjustment recorded in either scenario as necessary upon transition. Based on a review of our customer shipping arrangements, we currently believe the implementation of this standard will change our revenue recognition policy from recognizing revenue upon shipment completion to recognizing revenue over time based on the progress toward completion of shipments in transit at each period end.  While the timing of revenue recognition will be accelerated, due to the short duration of our transit times the anticipated impact on our consolidated financial position, revenue, results from operations is expected to be minor.  However, we have not determined our transition method as we are still evaluating our principal versus agent relationships which could impact our classification of certain costs.  Once this presentation is determined, we will finalize our transition method.


3.    Acquisitions and Goodwill

Acquisition of Atlantic, Triumph and Ace

As part of the Company's strategy to expand its Intermodal operations, in May 2017, we acquired certain assets of Atlantic Trucking Company, Inc., Heavy Duty Equipment Leasing, LLC, Atlantic Logistics, LLC and Transportation Holdings, Inc. (together referred to as “Atlantic” in this note) for $22,500 and a potential earnout of $1,000. The acquisition was funded by a combination of cash on hand and funds from our revolving credit facility. Atlantic was a privately held provider of intermodal, drayage and related services headquartered in Charleston, South Carolina. It also has terminal operations in Atlanta, Charlotte, Houston, Jacksonville, Memphis, Nashville, Norfolk and Savannah. These locations allow Intermodal to significantly expand its footprint in the southeastern region. During the year ended December 31, 2016, Atlantic generated approximately $62,300 in revenue.
In August 2016, we also acquired certain assets of Triumph Transport, Inc. and Triumph Repair Service, Inc. (together referred to as “Triumph”) for $10,100 and a potential earnout of $1,250. The assets, liabilities, and operating results of Triumph have been included in the Company's consolidated financial statements from the date of acquisition and have been assigned to the Intermodal reportable segment. In January 2016, the Company also acquired certain assets of Ace Cargo, LLC ("Ace") for $1,700.
The assets, liabilities, and operating results of Atlantic, Triumph and Ace have been included in the Company's consolidated financial statements from the respective dates of acquisition and have been assigned to the Intermodal reportable segment. During the second quarter of 2017, Atlantic contributed $8,438 in revenue and $339 in operating income.
Allocations of Purchase Prices
The following table presents the allocations of the Atlantic, Triumph and Ace purchase prices to the assets acquired and liabilities assumed based on their estimated fair values and resulting residual goodwill (in thousands):

7
Table of Contents
Forward Air Corporation
Notes to Condensed Consolidated Financial Statements
(In thousands, except share and per share data)
(Unaudited)
June 30, 2017


Atlantic
Triumph & Ace

May 7, 2017
2016
Tangible assets:
 


Property and equipment
$
1,821

$
1,294

Total tangible assets
1,821

1,294

Intangible assets:
 


Non-compete agreements
1,150

139

Customer relationships
13,400

5,335

Goodwill
6,860

6,282

Total intangible assets
21,410

11,756

Total assets acquired
23,231

13,050


 

Liabilities assumed:
 

Other liabilities
590

1,250

Debt and capital lease obligations
141

—

Total liabilities assumed
731

1,250

Net assets acquired
$
22,500

$
11,800

The above purchase price allocation for Atlantic is preliminary, as the Company is still in the process of finalizing the valuation of the acquired assets and liabilities assumed. The above estimated fair values of assets acquired and liabilities assumed for Atlantic are based on the information that was available as of the acquisition date through the date of this filing. The acquired definite-lived intangible assets have the following useful lives:

Useful Lives

Atlantic
Triumph & Ace
Customer relationships
15 years
15 years
Non-compete agreements
5 years
5 years
The fair value of the non-compete agreements and customer relationships assets were estimated using an income approach (level 3). Under this method, an intangible asset's fair value is equal to the present value of the incremental after-tax cash flows (excess earnings) attributable solely to the intangible asset over its remaining useful life. To estimate fair value, the Company used cash flows discounted at rates considered appropriate given the inherent risks associated with each type of asset. The Company believes that the level and timing of cash flows appropriately reflect market participant assumptions. Cash flows were assumed to extend through the remaining economic useful life of each class of intangible asset.
Escrow Funds

In 2015, the Company acquired CLP Towne Inc. (“Towne”) resulting in Towne becoming an indirect, wholly-owned subsidiary of the Company. At the time of acquisition $16,500 of the total purchase price was placed into an escrow account, to settle any shortfall in Towne’s net working capital and to be available for a period of time to settle certain possible claims against Towne’s common stockholders for indemnification. During the second quarter of 2017, we received $2,525 from this escrow for reimbursement of various claims. Approximately $1,621 was credited to operating leases and other operating expenses during the three months ended June 30, 2017 to offset related costs incurred in previous periods. The remaining $904 was used to establish reserves for various pending claims.

Goodwill

The Company conducted its annual impairment assessments and tests of goodwill for each reporting unit as of June 30, 2017 and no impairment charges were required. The first step of the goodwill impairment test is the Company's assessment of qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than the reporting unit's carrying amount, including goodwill. When performing the qualitative assessment, the Company considers the impact of factors including, but not limited to, macroeconomic and industry conditions, overall financial performance of each reporting unit, litigation and new legislation. If based on the qualitative assessments, the Company believes it more likely than not that the fair value of a

8
Table of Contents
Forward Air Corporation
Notes to Condensed Consolidated Financial Statements
(In thousands, except share and per share data)
(Unaudited)
June 30, 2017

reporting unit is less than the reporting unit's carrying amount, or periodically as deemed appropriate by management, the Company will prepare an estimation of the respective reporting unit's fair value utilizing a quantitative approach.  If a quantitative fair value estimation is required, the Company estimates the fair value of the applicable reporting units, using a combination of discounted projected cash flows and market valuations for comparable companies as of the valuation date.  The Company's inputs into the fair value estimates for goodwill are classified within level 3 of the fair value hierarchy as defined in the FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles (“the FASB Codification”). If this estimation of fair value indicates that impairment potentially exists, the Company will then measure the amount of the impairment, if any.  Goodwill impairment exists when the estimated implied fair value of goodwill is less than its carrying value.  Changes in strategy or market conditions could significantly impact these fair value estimates and require adjustments to recorded asset balances.

We have five reporting units - Expedited LTL, TLX Forward Air, Intermodal, Pool Distribution and Total Quality, Inc. ("TQI"). The TLX Forward Air and the TQI reporting units are assigned to the Truckload Premium Services reporting segment. Currently, there is no goodwill assigned to the TLX Forward Air reporting unit.

In 2016, due to the financial performance of the Total Quality, Inc. ("TQI") reporting unit falling notably short of previous projections, declining revenue from significant customers and strategic initiatives not having the required impact on financial results, the Company reduced TQI's projected cash flows and as a result the estimate of TQI's fair value no longer exceeded the respective carrying value. As a result of these assessments, the Company concluded that an impairment loss was probable and could be reasonably estimated for the TQI reporting unit, which is included in the TLS reportable segment. Consequently, the Company recorded a goodwill impairment charge of $25,686 for the TQI reporting unit during the three months ended June 30, 2016.

The following is a summary of the changes to goodwill for the six months ended June 30, 2017. Approximately $112,391 of goodwill is deductible for tax purposes.
 
Expedited LTL
 
TLS
 
Pool Distribution
 
Intermodal
 
Total
 
 
Accumulated
 
 
Accumulated
 
 
Accumulated
 
 
Accumulated
 
 
 
Goodwill
Impairment
 
Goodwill
Impairment
 
Goodwill
Impairment
 
Goodwill
Impairment
 
Net
Beginning balance, December 31, 2016
$
97,593

$
—


$
45,164

$
(25,686
)

$
12,359

$
(6,953
)

$
62,198

$
—


$
184,675

Atlantic Acquisition
—

—


—

—


—

—


6,860

—


6,860

Ending balance, June 30, 2017
$
97,593

$
—


$
45,164

$
(25,686
)

$
12,359

$
(6,953
)

$
69,058

$
—


$
191,535

Intangibles and Other Long-Lived Assets
Additionally, the Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Impairment is recognized on assets classified as held and used when the sum of undiscounted estimated cash flows expected to result from the use of the asset is less than the carrying value. If such measurement indicates a possible impairment, the estimated fair value of the asset is compared to its net book value to measure the impairment charge, if any. In conjunction with the June 30, 2016 TQI goodwill impairment assessment, the Company determined there were indicators that TQI's customer relationship and non-compete intangible assets were impaired as the undiscounted cash flows associated with the applicable assets no longer exceeded the related assets' net book values. The Company then estimated the current market values of the customer relationship and non-compete assets using an income approach (level 3). As a result of these estimates the Company recorded an impairment charge of $16,501 related to TQI customer relationships during the three months ended June 30, 2016.

In addition, during the three months ended June 30, 2016, the Company also discontinued use of an owned maintenance facility and began efforts to sell the property. In conjunction with these actions, the Company incurred a $255 impairment charge that was estimated using current offers received to sell the property less estimated cost to sell the facility.





9
Table of Contents
Forward Air Corporation
Notes to Condensed Consolidated Financial Statements
(In thousands, except share and per share data)
(Unaudited)
June 30, 2017

4.    Share-Based Payments

The Company’s general practice has been to make a single annual grant of share-based compensation to key employees and to make other employee grants only in connection with new employment or promotions.  Forms of share-based compensation granted to employees by the Company include stock options, non-vested shares of common stock (“non-vested share”), and performance shares.  The Company also typically makes a single annual grant of non-vested shares to non-employee directors in conjunction with the annual election of non-employee directors to the Board of Directors.  Share-based compensation is based on the grant date fair value of the instrument and is recognized ratably over the requisite service period, or vesting period. All share-based compensation expense is recognized in salaries, wages and employee benefits.

Employee Activity - Stock Options
 
Stock option grants to employees generally expire seven years from the grant date and typically vest ratably over a three-year period.  The Company used the Black-Scholes option-pricing model to estimate the grant-date fair value of options granted.  The weighted-average fair value of options granted and assumptions used to estimate their fair value during the six months ended June 30, 2017 and 2016 were as follows:

 
 
 
 
 
 
 
 

Six months ended

June 30,
2017

June 30,
2016
Expected dividend yield
1.3
%

1.0
%
Expected stock price volatility
28.7
%

29.0
%
Weighted average risk-free interest rate
2.0
%

1.3
%
Expected life of options (years)
6.0


6.0

Weighted average grant date fair value
$
13


$
12


The following tables summarize the Company’s employee stock option activity and related information:


Three months ended June 30, 2017







Weighted-



Weighted-

Aggregate

Average



Average

Intrinsic

Remaining

Options

Exercise

Value

Contractual

(000)

Price

(000)

Term
Outstanding at March 31, 2017
622


$
42





Granted
—


—





Exercised
(103
)

33





Forfeited
(12
)

47





Outstanding at June 30, 2017
507


$
44


$
3,453


4.7
Exercisable at June 30, 2017
282


$
42


$
2,466


3.5
 

10
Table of Contents
Forward Air Corporation
Notes to Condensed Consolidated Financial Statements
(In thousands, except share and per share data)
(Unaudited)
June 30, 2017


Three months ended

June 30,
2017

June 30,
2016
Share-based compensation for options
$
331


$
375

Tax benefit for option compensation
$
121


$
140

Unrecognized compensation cost for options, net of estimated forfeitures
$
2,281


$
2,414

Weighted average period over which unrecognized compensation will be recognized (years)
2.1



 
 
 
 
 
 
 
 

Six months ended June 30, 2017







Weighted-



Weighted-

Aggregate

Average



Average

Intrinsic

Remaining

Options

Exercise

Value

Contractual

(000)

Price

(000)

Term
Outstanding at December 31, 2016
564


$
41





Granted
118


48





Exercised
(150
)

33





Forfeited
(25
)

46





Outstanding at June 30, 2017
507


$
44


$
3,453


4.7
Exercisable at June 30, 2017
282


$
42


$
2,466


3.5
 
 
 
 

Six months ended

June 30,
2017

June 30,
2016
Share-based compensation for options
$
699


$
723

Tax benefit for option compensation
$
254


$
269

Unrecognized compensation cost for options, net of estimated forfeitures
$
2,281


$
2,414

Weighted average period over which unrecognized compensation will be recognized (years)
2.1

 
 

Employee Activity - Non-vested Shares

Non-vested share grants to employees vest ratably over a three-year period.  The non-vested shares’ fair values were estimated using closing market prices on the day of grant. The following tables summarize the Company’s employee non-vested share activity and related information:


11
Table of Contents
Forward Air Corporation
Notes to Condensed Consolidated Financial Statements
(In thousands, except share and per share data)
(Unaudited)
June 30, 2017


Three months ended June 30, 2017



Weighted-

Aggregate

Non-vested

Average

Grant Date

Shares

Grant Date

Fair Value

(000)

Fair Value

(000)
Outstanding and non-vested at March 31, 2017
242


$
47



Granted
—


—



Vested
(2
)

43



Forfeited
(8
)

47



Outstanding and non-vested at June 30, 2017
232


$
47


$
10,831



Three months ended

June 30,
2017

June 30,
2016
Share-based compensation for non-vested shares
$
1,279


$
1,176

Tax benefit for non-vested share compensation
$
465


$
437

Unrecognized compensation cost for non-vested shares, net of estimated forfeitures
$
8,826


$
8,470

Weighted average period over which unrecognized compensation will be recognized (years)
2.1



 
 
 
 
 
 

Six months ended June 30, 2017



Weighted-

Aggregate

Non-vested

Average

Grant Date

Shares

Grant Date

Fair Value

(000)

Fair Value

(000)
Outstanding and non-vested at December 31, 2016
222


$
45



Granted
126


48



Vested
(104
)

45



Forfeited
(12
)

46



Outstanding and non-vested at June 30, 2017
232


$
47


$
10,831

 
 
 
 

Six months ended

June 30,
2017

June 30,
2016
Share-based compensation for non-vested shares
$
2,518


$
2,258

Tax benefit for non-vested share compensation
$
917


$
840

Unrecognized compensation cost for non-vested shares, net of estimated forfeitures
$
8,826


$
8,470

Weighted average period over which unrecognized compensation will be recognized (years)
2.1

 
 

Employee Activity - Performance Shares

The Company annually grants performance shares to key employees.  Under the terms of the performance share agreements, following the end of a three-year performance period, the Company will issue to the employees a calculated number of common stock shares based on the three year performance of the Company’s total shareholder return as compared to the total shareholder return of a selected peer group.  No shares may be issued if the Company's total shareholder return outperforms 30% or less of

12
Table of Contents
Forward Air Corporation
Notes to Condensed Consolidated Financial Statements
(In thousands, except share and per share data)
(Unaudited)
June 30, 2017

the peer group, but the number of shares issued may be doubled if the Company's total shareholder return performs better than 90% of the peer group.  The fair value of the performance shares was estimated using a Monte Carlo simulation. The weighted average assumptions used in the Monte Carlo estimate were as follows:


Six months ended

June 30,
2017

June 30,
2016
Expected stock price volatility
24.7
%

22.3
%
Weighted average risk-free interest rate
1.4
%

0.8
%

The following tables summarize the Company’s employee performance share activity, assuming median share awards, and related information:

Three months ended June 30, 2017



Weighted-

Aggregate

Performance

Average

Grant Date

Shares

Grant Date

Fair Value

(000)

Fair Value

(000)
Outstanding and non-vested at March 31, 2017
76


$
57



Granted
—


—



Forfeited
(4
)

$
56



Outstanding and non-vested at June 30, 2017
72


$
57


$
4,107



Three months ended

June 30,
2017

June 30,
2016
Share-based compensation for performance shares
$
257


$
363

Tax benefit for performance share compensation
$
94


$
135

Unrecognized compensation cost for performance shares, net of estimated forfeitures
$
2,135


$
2,442

Weighted average period over which unrecognized compensation will be recognized (years)
2.0



 
 
 
 
 
 

Six months ended June 30, 2017



Weighted-

Aggregate

Performance

Average

Grant Date

Shares

Grant Date

Fair Value

(000)

Fair Value

(000)
Outstanding and non-vested at December 31, 2016
80


$
55



Granted
25


56



Additional shares awarded based on performance
—


—



Vested
—


—



Forfeited
(33
)

51



Outstanding and non-vested at June 30, 2017
72


$
57


$
4,107


13
Table of Contents
Forward Air Corporation
Notes to Condensed Consolidated Financial Statements
(In thousands, except share and per share data)
(Unaudited)
June 30, 2017

 
 
 
 

Six months ended

June 30,
2017

June 30,
2016
Share-based compensation for performance shares
$
441


$
714

Tax benefit for performance share compensation
$
160


$
266

Unrecognized compensation cost for performance shares, net of estimated forfeitures
$
2,135


$
2,442

Weighted average period over which unrecognized compensation will be recognized (years)
2.0

 
 

Employee Activity - Employee Stock Purchase Plan
Under the 2005 Employee Stock Purchase Plan (the “ESPP”), which has been approved by shareholders, the Company is authorized to issue up to a remaining 376,625 shares of common stock to employees of the Company. These shares may be issued at a price equal to 90% of the lesser of the market value on the first day or the last day of each six-month purchase period. Common stock purchases are paid for through periodic payroll deductions and/or up to two large lump sum contributions. For the six months ended June 30, 2017, participants under the plan purchased 5,188 shares at an average price of $43.59 per share. For the six months ended June 30, 2016, participants under the plan purchased 5,592 shares at an average price of $38.50 per share. The weighted-average fair value of each purchase right under the ESPP granted for the six months ended June 30, 2017, which is equal to the discount from the market value of the common stock at the end of each six month purchase period, was $9.69 per share. The weighted-average fair value of each purchase right under the ESPP granted for the six months ended June 30, 2016, which is equal to the discount from the market value of the common stock at the end of each six month purchase period, was $6.03 per share. Share-based compensation expense of $51 and $34 was recognized during the three and six months ended June 30, 2017 and 2016, respectively.

Non-employee Director Activity - Non-vested Shares

Grants of non-vested shares to non-employee directors vest ratably over the elected term to the Board of Directors, or approximately one year.  The following tables summarize the Company’s non-employee non-vested share activity and related information:

Three months ended June 30, 2017



Weighted-

Aggregate

Non-vested

Average

Grant Date

Shares

Grant Date

Fair Value

(000)

Fair Value

(000)
Outstanding and non-vested at March 31, 2017
16


$
44



Granted
10


51



Vested
(16
)

44



Outstanding and non-vested at June 30, 2017
10


$
51


$
516



Three months ended

June 30,
2017

June 30,
2016
Share-based compensation for non-vested shares
$
146


$
211

Tax benefit for non-vested share compensation
$
53


$
65

Unrecognized compensation cost for non-vested shares, net of estimated forfeitures
$
442


$
592

Weighted average period over which unrecognized compensation will be recognized (years)
0.9




14
Table of Contents
Forward Air Corporation
Notes to Condensed Consolidated Financial Statements
(In thousands, except share and per share data)
(Unaudited)
June 30, 2017

 
 
 
 
 
 

Six months ended June 30, 2017



Weighted-

Aggregate

Non-vested

Average

Grant Date

Shares

Grant Date

Fair Value

(000)

Fair Value

(000)
Outstanding and non-vested at December 31, 2016
16


$
44



Granted
10


51



Vested
(16
)

44



Forfeited
—


—



Outstanding and non-vested at June 30, 2017
10


$
51


$
516

 
 
 
 

Six months ended

June 30,
2017

June 30,
2016
Share-based compensation for non-vested shares
$
317


$
382

Tax benefit for non-vested share compensation
$
115


$
135

Unrecognized compensation cost for non-vested shares, net of estimated forfeitures
$
442


$
592

Weighted average period over which unrecognized compensation will be recognized (years)
0.9

 
 

5.    Senior Credit Facility

On February 4, 2015, the Company entered into a five-year senior, unsecured credit facility (the “Facility”) with a maximum aggregate principal amount of $275,000, including a revolving credit facility of $150,000 and a term loan facility of $125,000. The revolving credit facility has a sublimit of $25,000 for letters of credit and a sublimit of $15,000 for swing line loans. The revolving credit facility is scheduled to expire in February 2020 and may be used to refinance existing indebtedness of the Company and for working capital, capital expenditures and other general corporate purposes. Unless the Company elects otherwise under the credit agreement, interest on borrowings under the Facility are based on the highest of (a) the federal funds rate plus 0.5%, (b) the administrative agent's prime rate and (c) the LIBOR Rate plus 1.0%, in each case plus a margin that can range from 0.1% to 0.6% with respect to the term loan facility and from 0.3% to 0.8% with respect to the revolving credit facility depending on the Company’s ratio of consolidated funded indebtedness to earnings as set forth in the credit agreement. The Facility contains financial covenants and other covenants that, among other things, restrict the ability of the Company, without the approval of the lenders, to engage in certain mergers, consolidations, asset sales, investments, transactions or to incur liens or indebtedness, as set forth in the credit agreement. As of June 30, 2017, we had $20,500 in borrowings outstanding under the revolving credit facility, $7,514 utilized for outstanding letters of credit and $121,986 of available borrowing capacity under the revolving credit facility.  The interest rate on the outstanding borrowing under the revolving credit facility was 2.5% at June 30, 2017.

In March 2015, the Company borrowed $125,000 on the available term loan. The term loan was payable in quarterly installments of 11.1% of the original principal amount of the term loan plus accrued and unpaid interest, and matured in March 2017.


6.    Net Income Per Share

The following table sets forth the computation of basic and diluted net income per share:

15
Table of Contents
Forward Air Corporation
Notes to Condensed Consolidated Financial Statements
(In thousands, except share and per share data)
(Unaudited)
June 30, 2017

 
 
Three months ended
 
Six months ended
 
 
June 30,
2017
 
June 30,
2016
 
June 30,
2017
 
June 30,
2016
Numerator:
 
 
 
 
 
 
 
 
Net income and comprehensive income
 
$
19,550

 
$
(10,066
)

$
33,793


$
3,033

Income allocated to participating securities
 
(159
)
 
(28
)

(278
)

(55
)
Numerator for basic and diluted income per share - net income
 
$
19,391

 
$
(10,094
)
 
$
33,515

 
$
2,978

Denominator (in thousands):
 
 

 
 

 
 
 
 
Denominator for basic income per share - weighted-average shares
 
30,026

 
30,252

 
30,029

 
30,356

Effect of dilutive stock options (in thousands)
 
61

 
—

 
68

 
169

Effect of dilutive performance shares (in thousands)
 
27

 
—

 
30

 
32

Denominator for diluted income per share - adjusted weighted-average shares
 
30,114

 
30,252

 
30,127

 
30,557

Basic net income per share
 
$
0.65

 
$
(0.33
)
 
$
1.12

 
$
0.10

Diluted net income per share
 
$
0.64

 
$
(0.33
)
 
$
1.11

 
$
0.10


The number of instruments that could potentially dilute net income per basic share in the future, but that were not included in the computation of net income per diluted share because to do so would have been anti-dilutive for the periods presented, are as follows:
 
June 30,
2017
 
June 30,
2016
Anti-dilutive stock options (in thousands)
284

 
301

Anti-dilutive performance shares (in thousands)
19

 
23

Anti-dilutive non-vested shares and deferred stock units (in thousands)
—

 
—

Total anti-dilutive shares (in thousands)
303

 
324


7.    Income Taxes

The Company or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction, various states and Canada. With a few exceptions, the Company is no longer subject to U.S. federal, state and local, or Canadian examinations by tax authorities for years before 2010.

For the three and six months ended June 30, 2017 and 2016, the effective income tax rates varied from the statutory federal income tax rate of 35.0%, primarily as a result of the effect of state income taxes, net of the federal benefit, and permanent differences between book and tax net income. The combined federal and state effective tax rate for the six months ended June 30, 2017 was 35.6% compared to a rate of 48.6% for the same period in 2016.  The higher effective tax rate for the first six months of 2016 was primarily due to the TQI goodwill impairment (Note 3) that was not deductible for tax purposes. The effective tax rate for 2017 was also lower due to the implementation of new FASB guidance that requires we recognize the income tax effects of awards when the awards vest or are settled. Previously any income tax effect was recognized in additional paid in capital. See further discussion in the "Impact of Recent Accounting Pronouncements" section of this document.

8.    Financial Instruments

Fair Value of Financial Instruments

The following methods and assumptions were used by the Company in estimating its fair value disclosures for financial instruments:

Accounts receivable and accounts payable: The carrying amounts reported in the balance sheet for accounts receivable and accounts payable approximate their fair value based on their short-term nature.
 

16
Table of Contents
Forward Air Corporation
Notes to Condensed Consolidated Financial Statements
(In thousands, except share and per share data)
(Unaudited)
June 30, 2017

The Company’s revolving credit facility and term loan bear variable interest rates plus additional basis points based upon covenants related to total indebtedness to earnings.  As the term loan bears a variable interest rate, the carrying value approximates fair value. Using interest rate quotes and discounted cash flows, the Company estimated the fair value of its outstanding capital lease obligations as follows:
 
 
 
June 30, 2017
 
 
Carrying Value
 
Fair Value
Capital leases
 
$
1,042

 
$
1,119


The Company's fair value estimates for the above financial instruments are classified within level 3 of the fair value hierarchy.

9.    Shareholders' Equity

During the fourth quarter of 2016 and each quarter of 2017, our Board of Directors declared a cash dividend of $0.15 per share of common stock. During the first, second and third quarters of 2016, the Company's Board of Directors declared a cash dividend of $0.12 per share of common stock. The Company expects to continue to pay regular quarterly cash dividends, though each subsequent quarterly dividend is subject to review and approval by the Board of Directors.

On July 21, 2016, our Board of Directors approved a stock repurchase authorization for up to three million shares of the Company’s common stock. During the three months ended June 30, 2017, we repurchased 42,055 for $1,999, or $47.54 per share. During the six months ended June 30, 2017, we repurchased 246,864 for $11,995, or $48.59 per share. During the three months ended June 30, 2016, we repurchased 221,441 for $9,996, or $45.14 per share. During the six months ended June 30, 2016, we repurchased 454,385 shares for $19,991, or an average of $44.00 per share. The repurchases made for the three and six months ended June 30, 2016 were made under a previous share repurchase plan approved by our Board of Directors on February 7, 2014. This plan was canceled and replaced on July 21, 2016. As of June 30, 2017, 2,519,620 shares remain to be purchased under the 2016 Plan.

10.    Commitments and Contingencies

From time to time, the Company is party to ordinary, routine litigation incidental to and arising in the normal course of business.  The Company does not believe that any of these pending actions, individually or in the aggregate, will have a material adverse effect on its business, financial condition or results of operations.

The primary claims in the Company’s business relate to workers’ compensation, property damage, vehicle liability and medical benefits. Most of the Company’s insurance coverage provides for self-insurance levels with primary and excess coverage which management believes is sufficient to adequately protect the Company from catastrophic claims. In the opinion of management, adequate provision has been made for all incurred claims up to the self-insured limits, including provision for estimated claims incurred but not reported.
 
The Company estimates its self-insurance loss exposure by evaluating the merits and circumstances surrounding individual known claims and by performing hindsight and actuarial analysis to determine an estimate of probable losses on claims incurred but not reported.  Such losses should be realized immediately as the events underlying the claims have already occurred as of the balance sheet dates. 

Because of the uncertainty of the ultimate resolution of outstanding claims, as well as uncertainty regarding claims incurred but not reported, it is possible that management’s provision for these losses could change materially in the near term. However, no estimate can currently be made of the range of additional loss that is at least reasonably possible.

11.    Segment Reporting

The Company operates in four reportable segments based on information available to and used by the chief operating decision maker.  Expedited LTL operates a comprehensive national network that provides expedited regional, inter-regional and national LTL services.  The TLS segment provides expedited truckload brokerage, dedicated fleet services and high security and temperature-controlled logistics services. The Intermodal segment primarily provides first- and last-mile high value intermodal

17
Table of Contents
Forward Air Corporation
Notes to Condensed Consolidated Financial Statements
(In thousands, except share and per share data)
(Unaudited)
June 30, 2017

container drayage services both to and from seaports and railheads. Pool Distribution provides high-frequency handling and distribution of time sensitive product to numerous destinations.

Except for certain insurance activity, the accounting policies of the segments are the same as those described in the summary of significant accounting policies disclosed in Note 1 of the Forward Air Corporation Annual Report on Form 10-K for the year ended December 31, 2016. For workers compensation and vehicle claims each segment is charged an insurance premium and is also charged a deductible that corresponds with our corporate deductibles. However, any losses beyond our deductibles and any loss development factors applied to our outstanding claims as a result of actuarial analysis are not passed to the segments, but reported at the corporate level.

Segment data includes intersegment revenues and shared costs.  Costs of the corporate headquarters, shared services and shared assets, such as trailers, are allocated to the segments based on usage. The cost basis of shared assets are not allocated.  Beginning in the first quarter of 2017, a trailer expense allocation was included in Pool's 2017 results from operations. The Company evaluates the performance of its segments based on income from operations.   The Company’s business is conducted in the U.S. and Canada.

The following tables summarize segment information about results from operations and assets used by the chief operating decision maker of the Company in making decisions regarding allocation of assets and resources as of and for the three and six months ended June 30, 2017 and 2016.
 
 
Three months ended June 30, 2017
 
 
Expedited LTL
 
Truckload Premium
 
Pool Distribution
 
Intermodal
 
Eliminations & other
 
Consolidated
External revenues
 
$
151,640

 
$
43,864

 
$
36,764

 
$
35,250

 
$
—

 
$
267,518

Intersegment revenues
 
630

 
1,322

 
71

 
20

 
(2,043
)
 
—

Depreciation and amortization
 
5,520

 
1,590

 
1,613

 
1,496

 
—

 
10,219

Share-based compensation expense
 
1,731

 
85

 
119

 
129

 
—

 
2,064

Interest expense
 
1

 
—

 
—

 
13

 
222

 
236

Income from operations
 
22,992

 
1,859

 
1,625

 
3,073

 
260

 
29,809

Total assets
 
625,717

 
57,933

 
51,214

 
144,142

 
(219,319
)
 
659,687

Capital expenditures
 
1,756

 
2

 
203

 
49

 
—

 
2,010

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three months ended June 30, 2016
 
 
Expedited LTL
 
Truckload Premium
 
Pool Distribution
 
Intermodal
 
Eliminations & other
 
Consolidated
External revenues
 
$
143,916

 
$
39,232

 
$
31,365

 
$
24,124

 
$
—

 
$
238,637

Intersegment revenues
 
778

 
208

 
160

 
65

 
(1,211
)
 
—

Depreciation and amortization
 
5,278

 
1,724

 
1,464

 
875

 
—

 
9,341

Share-based compensation expense
 
1,842

 
111

 
86

 
120

 
—

 
2,159

Interest expense
 
444

 
—

 
—

 
17

 
—

 
461

Income (loss) from operations
 
24,921

 
(40,282
)
 
(371
)
 
2,757

 
(1,373
)
 
(14,348
)
Total assets
 
634,305

 
50,289

 
46,675

 
122,724

 
(209,566
)
 
644,427

Capital expenditures
 
10,493

 
1,771

 
1,009

 
79

 
—

 
13,352



18
Table of Contents
Forward Air Corporation
Notes to Condensed Consolidated Financial Statements
(In thousands, except share and per share data)
(Unaudited)
June 30, 2017

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Six months ended June 30, 2017
 
 
Expedited LTL
 
Truckload Premium
 
Pool Distribution
 
Intermodal
 
Eliminations & other
 
Consolidated
External revenues
 
$
291,652

 
$
84,801

 
$
74,516

 
$
63,530

 
$
—

 
$
514,499

Intersegment revenues
 
1,216

 
2,170

 
142

 
31

 
(3,559
)
 
—

Depreciation and amortization
 
11,084

 
3,147

 
3,415

 
2,606

 
—

 
20,252

Share-based compensation expense
 
3,377

 
180

 
207

 
262

 
—

 
4,026

Interest expense
 
2

 
—

 
—

 
24

 
492

 
518

Income (loss) from operations
 
41,392

 
3,563

 
2,991

 
5,652

 
(601
)
 
52,997

Total assets
 
625,717

 
57,933

 
51,214

 
144,142

 
(219,319
)
 
659,687

Capital expenditures
 
4,267

 
8

 
286

 
101

 
—

 
4,662

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Six months ended June 30, 2016
 
 
Expedited LTL
 
Truckload Premium
 
Pool Distribution
 
Intermodal
 
Eliminations & other
 
Consolidated
External revenues
 
$
277,439

 
$
77,648

 
$
64,421

 
$
48,677

 
$
—

 
$
468,185

Intersegment revenues
 
1,633

 
412

 
295

 
136

 
(2,476
)
 
—

Depreciation and amortization
 
10,808

 
3,473

 
2,962

 
1,766

 
—

 
19,009

Share-based compensation expense
 
3,567

 
161

 
167

 
216

 
—

 
4,111

Interest expense
 
961

 
—

 
—

 
54

 
—

 
1,015

Income (loss) from operations
 
42,011

 
(38,717
)
 
(257
)
 
5,130

 
(1,110
)
 
7,057

Total assets
 
634,305

 
50,289

 
46,675

 
122,724

 
(209,566
)
 
644,427

Capital expenditures
 
12,571

 
1,784

 
1,554

 
131

 
—

 
16,040



19
Table of Contents


Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations.

Overview and Executive Summary
 
Forward Air Corporation is a leading asset-light freight and logistics company. Our services are classified into four reportable segments: Expedited LTL, Truckload Premium Services ("TLS"), Intermodal and Pool Distribution ("Pool").
 
Through the Expedited LTL segment, we operate a comprehensive national network to provide expedited regional, inter-regional and national LTL services. Expedited LTL offers customers local pick-up and delivery and other services including shipment consolidation and deconsolidation, warehousing, customs brokerage and other handling. Because of our roots in serving the deferred air freight market, our terminal network is located at or near airports in the United States and Canada.

Through our TLS segment, we provide expedited truckload brokerage, dedicated fleet services, as well as high security and temperature-controlled logistics services in the United States and Canada.

Our 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 CFS warehouse and handling services. Intermodal operates primarily in the Midwest and Southeast, with a smaller operational presence in the Southwest. We plan to grow Intermodal’s geographic footprint through acquisitions as well as greenfield start-ups where we do not have an acceptable acquisition target.

In our Pool Distribution segment, we provide high-frequency handling and distribution of time sensitive product to numerous destinations within a specific geographic region. We offer this service throughout the Mid-Atlantic, Southeast, Midwest and Southwest United States.

Our operations, particularly our network of hubs and terminals, represent substantial fixed costs. Consequently, our ability to increase our earnings depends in significant part on our ability to increase the amount of freight and the revenue per pound for the freight shipped through our networks and to grow other lines of businesses, such as TLS, Intermodal and Pool Distribution, which will allow us to maintain revenue growth in challenging shipping environments.

Trends and Developments

Acquisitions

In August 2016, our Intermodal segment acquired certain assets of Triumph for $10.1 million and a potential earnout of $1.3 million. In May 2017, our Intermodal segment acquired certain assets of Atlantic for $22.5 million and a potential earnout of $1.0 million. These acquisitions provide an opportunity for our Intermodal segment to expand into additional geographic markets or add volumes to our existing locations.



20
Table of Contents


Results from Operations
The following table sets forth our consolidated historical financial data for the three months ended June 30, 2017 and 2016 (in millions):
 
Three months ended June 30
 
2017
 
2016
 
Change
 
Percent Change
Operating revenue:
 
 
 
 
 
 
 
Expedited LTL
$
152.3

 
$
144.7

 
$
7.6

 
5.3
 %
Truckload Premium Services
45.2

 
39.4

 
5.8

 
14.7

Pool Distribution
36.8

 
31.5

 
5.3

 
16.8

Intermodal
35.3

 
24.2

 
11.1

 
45.9

Eliminations and other operations
(2.1
)
 
(1.2
)
 
(0.9
)
 
75.0

Operating revenue
267.5

 
238.6

 
28.9

 
12.1

Operating expenses:
 
 
 
 
 
 
 
   Purchased transportation
115.6

 
99.3

 
16.3

 
16.4

   Salaries, wages, and employee benefits
64.4

 
57.0

 
7.4

 
13.0

   Operating leases
14.8

 
14.6

 
0.2

 
1.4

   Depreciation and amortization
10.2

 
9.3

 
0.9

 
9.7

   Insurance and claims
7.7

 
6.7

 
1.0

 
14.9

   Fuel expense
3.7

 
3.0

 
0.7

 
23.3

   Other operating expenses
21.3

 
20.7

 
0.6

 
2.9

   Impairment of goodwill, intangibles and other assets
—

 
42.4

 
(42.4
)
 
100.0

      Total operating expenses
237.7

 
253.0

 
(15.3
)
 
(6.0
)
Income from operations:
 
 
 
 
 
 
 
Expedited LTL
23.0

 
24.9

 
(1.9
)
 
(7.6
)
Truckload Premium Services
1.8

 
(40.3
)
 
42.1

 
(104.5
)
Pool Distribution
1.6

 
(0.4
)
 
2.0

 
(500.0
)
Intermodal
3.1

 
2.8

 
0.3

 
10.7

Other operations
0.3

 
(1.4
)
 
1.7

 
(121.4
)
Income from operations
29.8

 
(14.4
)
 
44.2

 
(306.9
)
Other expense:
 
 
 
 
 
 
 
   Interest expense
(0.2
)
 
(0.4
)
 
0.2

 
(50.0
)
   Other, net
—

 
(0.1
)
 
0.1

 
—

      Total other expense
(0.2
)
 
(0.5
)
 
0.3

 
(60.0
)
Income before income taxes
29.6

 
(14.9
)
 
44.5

 
(298.7
)
Income taxes
10.0

 
(4.8
)
 
14.8

 
(308.3
)
Net income
$
19.6

 
$
(10.1
)
 
$
29.7

 
(294.1
)%
During the three months ended June 30, 2017, we experienced a 12.1% increase in our consolidated revenues compared to the three months ended June 30, 2016. Operating income increased $44.2 million from 2016 to $29.8 million for the three months ended June 30, 2017.

Segment Operations

Expedited LTL's revenue increased $7.6 million, or 5.3%, while operating income decreased $1.9 million, or 7.6% for the three months ended June 30, 2017, compared to the same period in 2016. The increase of Expedited LTL's revenue was the result of higher LTL volumes, increased pick up and delivery shipments and increased net fuel surcharge revenue as a result of the increase in fuel prices since the second quarter of 2016. Deterioration in income from operations was caused by an increased utilization of third party providers, increased employee incentive and increased insurance liability reserves. These cost increases were partly offset by dock efficiencies, increased net fuel surcharge revenue and increased Complete activity.


21
Table of Contents


TLS revenue increased $5.8 million, or 14.7% and operating income increased $42.1 million for the three months ended June 30, 2017, compared to the same period in 2016. The increase in revenue was due to an increase in overall miles and new business wins. The increase of TLS operating income was due to the three months ending June 30, 2016 including impairment charges related to the TQI reporting unit within TLS. Excluding impairment charges, operating income decreased $0.3 million due to increased utilization of brokered transportation.

Pool Distribution revenue increased $5.3 million, or 16.8%, while operating results increased $2.0 million for the three months ended June 30, 2017, compared to the same period in 2016.  The revenue increase was due to new business, rate increases and increased volumes from existing customers and lanes. The increase in operating income was the result of improved leverage on fixed costs as a result of the rate increases and the additional revenue.

Intermodal revenue increased $11.1 million, or 45.9%, and operating income increased $0.3 million, or 10.7%, for the three months ended June 30, 2017, compared to the same period in 2016. The increases in operating revenue and income were primarily attributable to the Atlantic and Triumph acquisitions and the positive impact of increased fuel surcharges.

Fuel Surcharge

Our net fuel surcharge revenue is the result of our fuel surcharge rates, which are set weekly using the national average for diesel price per gallon, and volume transiting our network.  During the three months ended June 30, 2017, total net fuel surcharge revenue increased 45.1% as compared to the same period in 2016, mostly due to increased fuel prices and increased volumes in the Expedited LTL and Pool Distribution segment.

Interest Expense

Interest expense was $0.2 million for the three months ended June 30, 2017 compared to $0.4 million for the same period of 2016. The decrease in interest expense was attributable to principal payments made since June 2016 on our previously outstanding term loan.

Income Taxes

The combined federal and state effective tax rate for the second quarter of 2017 was 33.9% compared to a rate of 32.6% for the same period in 2016. The effective tax rate for the second quarter of 2017 includes a tax benefit from stock options exercised and the effective tax rate for the second quarter of 2016 includes the result of the impairment of goodwill in the second quarter of 2016 that is non-deductible for tax purposes.

Net Income (Loss)

As a result of the foregoing factors, net income increased by $29.7 million to $19.6 million for the second quarter of 2017 from a net loss of $10.1 million for the same period in 2016.

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Table of Contents


Expedited LTL - Three Months Ended June 30, 2017 compared to Three Months Ended June 30, 2016

The following table sets forth our historical financial data of the Expedited LTL segment for the three months ended June 30, 2017 and 2016 (in millions):
Expedited LTL Segment Information
(In millions)
(Unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
Three months ended
 
June 30,
 
Percent of
 
June 30,
 
Percent of
 
 
 
Percent
 
2017
 
Revenue
 
2016
 
Revenue
 
Change
 
Change
Operating revenue
$
152.3

 
100.0
%
 
$
144.7

 
100.0
%
 
$
7.6

 
5.3
 %
 
 
 
 
 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
Purchased transportation
61.1

 
40.1

 
55.8

 
38.6

 
5.3

 
9.5

Salaries, wages and employee benefits
36.9

 
24.2

 
33.9

 
23.4

 
3.0

 
8.8

Operating leases
9.0

 
5.9

 
8.5

 
5.9

 
0.5

 
5.9

Depreciation and amortization
5.5

 
3.6

 
5.3

 
3.7

 
0.2

 
3.8

Insurance and claims
4.2

 
2.8

 
3.4

 
2.3

 
0.8

 
23.5

Fuel expense
0.9

 
0.6

 
0.8

 
0.5

 
0.1

 
12.5

Other operating expenses
11.7

 
7.7

 
12.1

 
8.4

 
(0.4
)
 
(3.3
)
Total operating expenses
129.3

 
84.9

 
119.8

 
82.8

 
9.5

 
7.9

Income from operations
$
23.0

 
15.1
%
 
$
24.9

 
17.2
%
 
$
(1.9
)
 
(7.6
)%

Expedited LTL Operating Statistics
 
 
 
 
 
 
 
Three months ended
 
June 30,
 
June 30,
 
Percent
 
2017
 
2016
 
Change
 
 
 
 
 
 
Operating ratio
84.9
%
 
82.8
%
 
2.5
 %
 
 
 
 
 
 
Business days
64.0

 
64.0

 
—

Business weeks
12.8

 
12.8

 
—

 
 
 
 
 
 
Expedited LTL:
 
 
 
 
 
Tonnage
 
 
 
 
 
    Total pounds ¹
625,765

 
606,033

 
3.3

    Average weekly pounds ¹
48,888

 
47,346

 
3.3

 
 
 
 
 
 
Linehaul shipments
 
 
 
 
 
    Total linehaul
1,010,114

 
964,756

 
4.7

    Average weekly
78,915

 
75,372

 
4.7

 
 
 
 
 
 
Forward Air Complete shipments
243,969

 
206,406

 
18.2

As a percentage of linehaul shipments
24.2
%
 
21.4
%
 
13.1

 
 
 
 
 
 
Average linehaul shipment size
620

 
628

 
(1.3
)
 
 
 
 
 
 
Revenue per pound 2
 
 
 
 
 
    Linehaul yield