Edgar Filing: FORWARD AIR CORP

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, 2018

Commission File No. 000-22490

FORWARD AIR CORPORATION

(Exact name of registrant as specified in its charter)



Tennessee		62-1120025
(State or other jurisdiction of incorporation)		(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 23, 2018 was 29,348,539.



Table of Contents

Forward Air Corporation

		Page
		Number
Part I.	Financial Information

Item 1.	Financial Statements (Unaudited)

	Condensed Consolidated Balance Sheets – June 30, 2018 and December 31, 2017	3

	Condensed Consolidated Statements of Comprehensive Income - Three and six months ended June 30, 2018 and 2017	4

	Condensed Consolidated Statements of Cash Flows – Six months ended June 30, 2018 and 2017	5

	Notes to Condensed Consolidated Financial Statements – June 30, 2018	6

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	20

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	49

Item 4.	Controls and Procedures	49

Part II.	Other Information

Item 1.	Legal Proceedings	49

Item 1A.	Risk Factors	50

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	50

Item 3.	Defaults Upon Senior Securities	51

Item 4.	Mine Safety Disclosures	51

Item 5.	Other Information	51

Item 6.	Exhibits	52

Signatures		53



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, 2018		December 31, 2017
			(As Adjusted)
Assets
Current assets:
Cash	$	20,102	$	3,893
Accounts receivable, less allowance of $3,452 in 2018 and $3,006 in 2017	152,393		147,948
Other current assets	21,010		15,807
Total current assets	193,505		167,648

Property and equipment	401,507		399,235
Less accumulated depreciation and amortization	197,264		193,123
Total property and equipment, net	204,243		206,112
Goodwill and other acquired intangibles:
Goodwill	191,671		191,671
Other acquired intangibles, net of accumulated amortization of $76,033 in 2018 and $71,527 in 2017	106,741		111,247
Total goodwill and other acquired intangibles, net	298,412		302,918
Other assets	15,132		15,944
Total assets	$	711,292	$	692,622


Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	32,036	$	30,723
Accrued expenses	37,337		35,069
Current portion of debt and capital lease obligations	344		359
Total current liabilities	69,717		66,151

Long-term debt and capital lease obligations, less current portion	40,453		40,588
Other long-term liabilities	25,678		24,104
Deferred income taxes	33,574		29,080

Shareholders’ equity:
Preferred stock	—		—
Common stock, $0.01 par value: Authorized shares - 50,000,000, Issued and outstanding shares - 29,073,811 in 2018 and 29,454,062 in 2017	291		295
Additional paid-in capital	201,373		195,346
Retained earnings	340,206		337,058
Total shareholders’ equity	541,870		532,699
Total liabilities and shareholders’ equity	$	711,292	$	692,622

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



Forward Air Corporation
Condensed Consolidated Statements of Comprehensive Income
(In thousands, except per share data)
(Unaudited)

	Three months ended						Six months ended
	June 30, 2018			June 30, 2017			June 30, 2018			June 30, 2017
				(As Adjusted)						(As Adjusted)
Operating revenue	$	330,343		$	283,876		$	632,951		$	545,921

Operating expenses:
Purchased transportation	155,716			131,102			295,382			248,796
Salaries, wages and employee benefits	72,073			65,018			141,655			126,946
Operating leases	18,006			14,796			35,970			30,397
Depreciation and amortization	10,362			10,219			21,052			20,252
Insurance and claims	10,086			7,730			17,238			13,536
Fuel expense	5,598			3,671			11,152			7,351
Other operating expenses	25,632			21,344			53,397			44,905
Total operating expenses	297,473			253,880			575,846			492,183
Income from operations	32,870			29,996			57,105			53,738

Other income (expense):
Interest expense	(483		)	(236		)	(854		)	(518		)
Other, net	(1		)	18			(1		)	(8		)
Total other income (expense)	(484		)	(218		)	(855		)	(526		)
Income before income taxes	32,386			29,778			56,250			53,212
Income tax expense	8,088			10,112			14,212			18,966
Net income and comprehensive income	$	24,298		$	19,666		$	42,038		$	34,246

Net income per share:
Basic	$	0.83		$	0.65		$	1.42		$	1.13
Diluted	$	0.82		$	0.65		$	1.42		$	1.13

Dividends per share:	$	0.15		$	0.15		$	0.30		$	0.30

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



Forward Air Corporation
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)

	Six months ended
	June 30, 2018			June 30, 2017

				(As Adjusted)
Operating activities:
Net income	$	42,038		$	34,246
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization	21,052			20,252
Share-based compensation	4,678			4,026
(Gain) loss on disposal of property and equipment	(134		)	507
Provision for loss on receivables	457			257
Provision for revenue adjustments	1,829			1,468
Deferred income tax	4,494			1,081
Changes in operating assets and liabilities
Accounts receivable	(6,732		)	(10,484		)
Prepaid expenses and other current assets	(3,639		)	(3,978		)
Income taxes	(1,428		)	1,737
Accounts payable and accrued expenses	4,375			2,868
Net cash provided by operating activities	66,990			51,980

Investing activities:
Proceeds from disposal of property and equipment	4,839			1,339
Purchases of property and equipment	(17,606		)	(4,662		)
Acquisition of business, net of cash acquired	—			(22,500		)
Other	(347		)	513
Net cash used in investing activities	(13,114		)	(25,310		)

Financing activities:
Payments of debt and capital lease obligations	(151		)	(27,933		)
Proceeds from senior credit facility	—			35,000
Payments on line of credit	—			(14,500		)
Proceeds from exercise of stock options	1,112			4,892
Payments of cash dividends	(8,828		)	(9,082		)
Repurchase of common stock (repurchase program)	(28,165		)	(11,995		)
Common stock issued under employee stock purchase plan	237			226
Cash settlement of share-based awards for tax withholdings	(1,872		)	(1,699		)
Net cash used in financing activities	(37,667		)	(25,091		)
Net increase in cash	16,209			1,579
Cash at beginning of period	3,893			8,511
Cash at end of period	$	20,102		$	10,090

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

Table of Contents

Forward Air Corporation

Notes to Condensed Consolidated Financial Statements

(In thousands, except share and per share data)

(Unaudited)

June 30, 2018

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 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 and Southeast, with a smaller operational presence in the Southwest United States.

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 (as described in our 2017 Form 10-K) when measured on a quarterly basis; therefore operating results for the six months ended June 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018. 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, 2017.

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 January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): "Simplifying the Accounting for Goodwill Impairment." Under the new standard, a goodwill impairment loss will be measured at the amount by which a reporting unit's carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill, thus no longer requiring the two-step method. The guidance requires prospective adoption and will be effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption of this guidance is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We have adopted this guidance and do not expect any impact to the consolidated financial statements.

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 superseded 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 goods or services. The guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. Other major

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Forward Air Corporation

Notes to Condensed Consolidated Financial Statements

(In thousands, except share and per share data)

(Unaudited)

June 30, 2018

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.

As permitted by the guidance, we implemented the use of full retrospective presentation, which required the Company to restate each prior reporting period presented. While evaluating principal versus agent relationships under the new standard, we determined that we will transition the fuel surcharge revenue stream from an agent to principal relationship. This caused this revenue stream and associated costs to be recognized on a gross basis that have historically been recognized on a net basis, increasing revenue and expenses by approximately $15,392 and $29,595 for the three and six months ended June 30, 2017, respectively, with no impact on operating income.

In addition, based on a review of our customer shipping arrangements, we have concluded that revenue recognition for our performance obligations should be over time. This is because the customer will simultaneously receive and consume the benefits of these services as the entity performs over the related service period. A performance obligation is performed over time if an entity determines that another entity would not need to substantially reperform the work completed to date if another entity were to fulfill the remaining performance obligation to the applicable customer. Applying this guidance to our shipping performance obligations, if we were to move a customer’s freight partially to its destination but were unable to complete the remaining obligation, a replacement vendor would only have to complete the transit as opposed to initiating at shipment origin. Therefore, we believe our customers simultaneously receive and consume the benefits we provide and as a result we will recognize the revenue for each shipment over the course of time.

Once management concluded that revenue would be recognized over time under ASC 606, management determined an appropriate measure of progress of recognizing revenue over time toward complete satisfaction of a performance obligation. Most of the Company’s services are completed in a short amount of time; therefore, a relatively small number of contracts are open as of the end of the quarter. Management concluded that the measure of progress would be days of shipping. For example, if a transportation service performance obligation takes three days to complete and a quarter ends on day two of the services, management would recognize two-thirds of the revenue for the transportation performance obligation.

Our revenue from contracts with customers is disclosed within our four reportable segments: Expedited LTL, TLS, Intermodal and Pool. This is consistent with our disclosures in earnings releases and annual reports and with the information regularly reviewed by the chief operating decision maker for evaluating financial performance.

We recast certain prior period amounts to conform with the adoption of the revenue recognition standard, as shown in the "As Adjusted" columns of the following tables:

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Forward Air Corporation

Notes to Condensed Consolidated Financial Statements

(In thousands, except share and per share data)

(Unaudited)

June 30, 2018



	Three months ended June 30, 2017
(In thousands, except per share data)	As Previously Reported			Adjustments		As Adjusted
Income Statement:
Revenue
LTL revenue	$	152,270		$	8,202	$	160,472
Truckload Premium Services	45,186			5,265		50,451
Pool Distribution	36,835			921		37,756
Intermodal	35,270			1,970		37,240
Eliminations and other operations	(2,043		)	—		(2,043		)
Consolidated revenue	267,518			16,358		283,876

Operating Expenses	237,709			16,171		253,880
Income from operations	29,809			187		29,996
Income tax expenses	10,041			71		10,112
Net Income	19,550			116		19,666
Diluted earnings per share	$	0.64		$	0.01	$	0.65



	Six months ended June 30, 2017
(In thousands, except per share data)	As Previously Reported			Adjustments		As Adjusted
Income Statement:
Revenue
LTL revenue	$	292,868		$	16,369	$	309,237
Truckload Premium Services	86,971			10,567		97,538
Pool Distribution	74,658			1,900		76,558
Intermodal	63,561			2,586		66,147
Eliminations and other operations	(3,559		)	—		(3,559		)
Consolidated revenue	514,499			31,422		545,921

Operating Expenses	461,502			30,681		492,183
Income from operations	52,997			741		53,738
Income tax expenses	18,678			288		18,966
Net Income	33,793			453		34,246
Diluted earnings per share	$	1.11		$	0.02	$	1.13

3. Acquisitions and Goodwill

Intermodal Acquisitions

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 allowed Intermodal to significantly expand its footprint in the

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Forward Air Corporation

Notes to Condensed Consolidated Financial Statements

(In thousands, except share and per share data)

(Unaudited)

June 30, 2018

southeastern region. In October 2017, we also acquired certain assets of Kansas City Logistics, LLC ("KCL") for $640 and an earnout of $100 paid in the second quarter of 2018. KCL provided Intermodal with an expanded footprint in the Kansas and Missouri markets. The assets, liabilities, and operating results of these collective acquisitions have been included in the Company's consolidated financial statements from their dates of acquisition and have been included in the Intermodal reportable segment.

Allocations of Purchase Prices

The following table presents the allocation of the Atlantic and KCL purchase prices to the assets acquired and liabilities assumed based on their estimated fair values and resulting residual goodwill (in thousands):



	Atlantic		KCL
	May 7, 2017		October 22, 2017
Tangible assets:
Property and equipment	$	1,821	$	223
Total tangible assets	1,821		223
Intangible assets:
Non-compete agreements	1,150		6
Customer relationships	13,400		234
Goodwill	6,719		277
Total intangible assets	21,269		517
Total assets acquired	23,090		740

Liabilities assumed:
Current liabilities	590		100
Total liabilities assumed	590		100
Net assets acquired	$	22,500	$	640

The acquired definite-lived intangible assets have the following useful lives:



	Useful Lives
	Atlantic	KCL
Customer relationships	15 years	15 years
Non-compete agreements	5 years	2 years

The fair value of the non-compete agreements and customer relationships assets were estimated using an income approach. The Company's inputs into fair value estimates 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”). 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.

Goodwill

The Company conducted its annual impairment assessments and test of goodwill for each reporting unit as of June 30, 2018 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 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

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Forward Air Corporation

Notes to Condensed Consolidated Financial Statements

(In thousands, except share and per share data)

(Unaudited)

June 30, 2018

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 (level 3). 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 reportable segment. Currently, there is no goodwill assigned to the TLX Forward Air reporting unit. Our 2018 calculations for LTL, Pool Distribution, Intermodal and TQI indicated that, as of June 30, 2018, the fair value of each reporting unit exceeded their carrying value by approximately 349.0%, 182.0%, 73.0% and 36.0%, respectively.

For our 2018 analysis, the significant assumptions used for the income approach were projected net cash flows and

the following discount and long-term growth rates:



	Expedited LTL		Pool		Intermodal		TQI
Discount rate	12.0	%	15.5	%	14.0	%	16.5	%
Long-term growth rate	4.0	%	4.0	%	4.0	%	4.0	%

The estimates used to calculate the fair value of each reporting unit change from year to year based on operating results, market conditions, and other factors. Changes in these estimates and assumptions could materially affect the determination of the reporting unit's fair value and goodwill impairment for the reporting unit.

There were no changes to goodwill for the six months ended June 30, 2018. Approximately $112,527 of goodwill is deductible for tax purposes. The following is a summary of the goodwill balances as of June 30, 2018.



	Ending balance, June 30, 2018
Expedited LTL
Goodwill	$	97,593
Accumulated Impairment	—

TLS
Goodwill	45,164
Accumulated Impairment	(25,686		)

Pool Distribution
Goodwill	12,359
Accumulated Impairment	(6,953		)

Intermodal
Goodwill	69,194
Accumulated Impairment	—

Total	$	191,671

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.

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Forward Air Corporation

Notes to Condensed Consolidated Financial Statements

(In thousands, except share and per share data)

(Unaudited)

June 30, 2018

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, 2018 and 2017 were as follows:




	Six months ended
	June 30, 2018			June 30, 2017
Expected dividend yield	1.1		%	1.3		%
Expected stock price volatility	24.9		%	28.7		%
Weighted average risk-free interest rate	2.6		%	2.0		%
Expected life of options (years)	6.0			6.0
Weighted average grant date fair value	$	15		$	13

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




	Three months ended
	June 30, 2018		June 30, 2017
Share-based compensation for options	$	346	$	331




	Six months ended June 30, 2018
							Weighted-
			Weighted-		Aggregate		Average
			Average		Intrinsic		Remaining
	Options		Exercise		Value		Contractual
	(000)		Price		(000)		Term
Outstanding at December 31, 2017	440		$	45
Granted	86		59
Exercised	(26	)	42
Forfeited	—		—
Outstanding at June 30, 2018	500		$	47	$	4,985	4.4
Exercisable at June 30, 2018	287		$	44	$	3,853	3.3




	Six months ended
	June 30, 2018		June 30, 2017
Share-based compensation for options	$	688	$	699
Tax benefit for option compensation	$	172	$	254
Unrecognized compensation cost for options, net of estimated forfeitures	$	2,243	$	2,281
Weighted average period over which unrecognized compensation will be recognized (years)	2.0

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Forward Air Corporation

Notes to Condensed Consolidated Financial Statements

(In thousands, except share and per share data)

(Unaudited)

June 30, 2018

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:




	Three months ended
	June 30, 2018		June 30, 2017
Share-based compensation for non-vested shares	$	1,566	$	1,279




	Six months ended June 30, 2018
			Weighted-		Aggregate
	Non-vested		Average		Grant Date
	Shares		Grant Date		Fair Value
	(000)		Fair Value		(000)
Outstanding and non-vested at December 31, 2017	227		$	47
Granted	174		59
Vested	(107	)	56
Forfeited	(2	)	52
Outstanding and non-vested at June 30, 2018	292		$	54	$	15,758




	Six months ended
	June 30, 2018		June 30, 2017
Share-based compensation for non-vested shares	$	2,965	$	2,518
Tax benefit for non-vested share compensation	$	741	$	917
Unrecognized compensation cost for non-vested shares, net of estimated forfeitures	$	13,371	$	8,826
Weighted average period over which unrecognized compensation will be recognized (years)	2.0

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 25% or less of 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, 2018		June 30, 2017
Expected stock price volatility	24.3	%	24.7	%
Weighted average risk-free interest rate	2.2	%	1.4	%

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Forward Air Corporation

Notes to Condensed Consolidated Financial Statements

(In thousands, except share and per share data)

(Unaudited)

June 30, 2018

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




	Three months ended
	June 30, 2018		June 30, 2017
Share-based compensation for performance shares	$	307	$	257




	Six months ended June 30, 2018
			Weighted-		Aggregate
	Performance		Average		Grant Date
	Shares		Grant Date		Fair Value
	(000)		Fair Value		(000)
Outstanding and non-vested at December 31, 2017	69		$	58
Granted	18		72
Additional shares awarded based on performance	—		—
Vested	—		—
Forfeited	(22	)	67
Outstanding and non-vested at June 30, 2018	65		$	58	$	3,795




	Six months ended
	June 30, 2018		June 30, 2017
Share-based compensation for performance shares	$	642	$	441
Tax benefit for performance share compensation	$	161	$	160
Unrecognized compensation cost for performance shares, net of estimated forfeitures	$	2,036	$	2,135
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 367,309 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, 2018, participants under the plan purchased 4,550 shares at an average price of $51.98 per share. 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. The weighted-average fair value of each purchase right under the ESPP granted for the six months ended June 30, 2018, which is equal to the discount from the market value of the common stock at the end of each six month purchase period, was $7.10 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. Share-based compensation expense of $32 and $51 was recognized during the three and six months ended June 30, 2018 and 2017, 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:

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Forward Air Corporation

Notes to Condensed Consolidated Financial Statements

(In thousands, except share and per share data)

(Unaudited)

June 30, 2018




	Three months ended
	June 30, 2018		June 30, 2017
Share-based compensation for non-vested shares	$	166	$	146




	Six months ended June 30, 2018
			Weighted-		Aggregate
	Non-vested		Average		Grant Date
	Shares		Grant Date		Fair Value
	(000)		Fair Value		(000)
Outstanding and non-vested at December 31, 2017	11		$	52
Granted	15		58
Vested	(12	)	52
Forfeited	—		—
Outstanding and non-vested at June 30, 2018	14		$	58	$	805




	Six months ended
	June 30, 2018		June 30, 2017
Share-based compensation for non-vested shares	$	351	$	317
Tax benefit for non-vested share compensation	$	88	$	115
Unrecognized compensation cost for non-vested shares, net of estimated forfeitures	$	703	$	442
Weighted average period over which unrecognized compensation will be recognized (years)	0.9

5. Senior Credit Facility

On September 29, 2017, the Company, entered into a five-year senior unsecured revolving credit facility (the “Facility”) with a maximum aggregate principal amount of $150,000, with a sublimit of $30,000 for letters of credit and a sublimit of $30,000 for swing line loans. The Facility may be increased by up to $100,000 to a maximum aggregate principal amount of $250,000 pursuant to the terms of the credit agreement, subject to the lenders’ agreement to increase their commitments or the addition of new lenders extending such commitments. Such increases to the Facility may be in the form of additional revolving credit loans, term loans or a combination thereof, and are contingent upon there being no events of default under the Facility and satisfaction of other conditions precedent and are subject to the other limitations set forth in the credit agreement.

The Facility is scheduled to mature in September 2022 and may be used to refinance existing indebtedness of the Company and for working capital, capital expenditures and other general corporate purposes. The Facility refinanced the Company’s existing obligations for its unsecured credit facility under the credit agreement dated as of February 4, 2015, as amended, which was terminated as of the date of the new Facility.

Unless the Company elects otherwise under the credit agreement, interest on borrowings under the Facility is based on the highest of (a) the federal funds rate (not less than 0%) 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 0.3% to 0.8% with respect to the Facility depending on the Company’s ratio of consolidated funded indebtedness to earnings before interest, taxes, depreciation and amortization, as set forth in the credit agreement. Payments of interest for each loan that is based on the LIBOR Rate are due in arrears on the last day of the interest period applicable to such loan (with interest periods of one, two or three months being available, at the Company’s option). Payments of interest on loans that are not based on the LIBOR Rate are due on the last day of each quarter ended March 31, June

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Forward Air Corporation

Notes to Condensed Consolidated Financial Statements

(In thousands, except share and per share data)

(Unaudited)

June 30, 2018

30, September 30 and December 31 of each year. All unpaid amounts of principal and interest are due at maturity. As of June 30, 2018, we had $40,500 in borrowings outstanding under the revolving credit facility, $11,039 utilized for outstanding letters of credit and $98,461 of available borrowing capacity under the revolving credit facility. The interest rate on the outstanding borrowing under the revolving credit facility was 3.6% at June 30, 2018.

The Facility contains customary events of default including, among other things, payment defaults, breach of covenants, cross acceleration to material indebtedness, bankruptcy-related defaults, material judgment defaults, and the occurrence of certain change of control events. The occurrence of an event of default may result in, among other things, the termination of the Facilities, acceleration of repayment obligations and the exercise of remedies by the lenders with respect to the Company and its subsidiaries that are party to the Facility. The Facility also contains financial covenants and other covenants that, among other things, restrict the ability of the Company and its subsidiaries, without the approval of the required lenders, to engage in certain mergers, consolidations, asset sales, dividends and stock repurchases, investments, and other transactions or to incur liens or indebtedness in excess of agreed thresholds, as set forth in the credit agreement. As of June 30, 2018, the Company was in compliance with the aforementioned covenants.

6. Net Income Per Share

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



	Three months ended						Six months ended
	June 30, 2018			June 30, 2017			June 30, 2018			June 30, 2017
				(As Adjusted)						(As Adjusted)
Numerator:
Net income and comprehensive income	$	24,298		$	19,666		$	42,038		$	34,246
Income allocated to participating securities	(209		)	(160		)	(359		)	(281		)
Numerator for basic and diluted income per share - net income	$	24,089		$	19,506		$	41,679		$	33,965
Denominator (in thousands):
Denominator for basic income per share - weighted-average shares	29,169			30,026			29,288			30,029
Effect of dilutive stock options (in thousands)	74			61			71			68
Effect of dilutive performance shares (in thousands)	29			27			32			30
Denominator for diluted income per share - adjusted weighted-average shares	29,272			30,114			29,391			30,127
Basic net income per share	$	0.83		$	0.65		$	1.42		$	1.13
Diluted net income per share	$	0.82		$	0.65		$	1.42		$	1.13

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, 2018	June 30, 2017
Anti-dilutive stock options (in thousands)	82	284
Anti-dilutive performance shares (in thousands)	15	19
Anti-dilutive non-vested shares and deferred stock units (in thousands)	5	—
Total anti-dilutive shares (in thousands)	102	303

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Forward Air Corporation

Notes to Condensed Consolidated Financial Statements

(In thousands, except share and per share data)

(Unaudited)

June 30, 2018

7. Income Taxes

Tax Reform

On December 22, 2017, President Trump signed into law H.R. 1, “An Act to provide for reconciliation pursuant to titles II and V of the concurrent resolution on the budget for fiscal year 2018” (this legislation was formerly called the “Tax Cuts and Jobs Act” and is referred to herein as the “U.S. Tax Act”). The U.S. Tax Act provides for significant changes in the U.S. Internal Revenue Code of 1986, as amended. The U.S. Tax Act contains provisions with separate effective dates but is generally effective for taxable years beginning after December 31, 2017. Beginning on January 1, 2018, the U.S. Tax Act lowers the U.S. corporate income tax rate from 35% to 21% on our U.S. earnings from that date and beyond.

The ultimate impact of the U.S. Tax Act on our reported results in 2018 may differ from the estimates provided herein, possibly materially, due to, among other things, changes in interpretations and assumptions we have made, guidance that may be issued, and other actions we may take as a result of the U.S. Tax Act different from that presently contemplated. On December 22, 2017, the SEC staff issued SAB 118 that allows us to record provisional amounts during a measurement period not to extend beyond one year of the enactment date. We currently are analyzing the 2017 Tax Act, and in certain areas, have made reasonable estimates of the effects on our consolidated financial statements and tax disclosures, including the changes to our existing deferred tax balances.

Tax Rate

For the three months ended June 30, 2018 and 2017, the effective income tax rates varied from the statutory federal income tax rate of 21.0% and 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, 2018 was 25.3% compared to a rate of 35.6% for the same period in 2017. The lower effective tax rate for the six months ended June 30, 2018 is the result of the enactment of the U.S. Tax Act, which lowered the statutory federal income tax rate to 21.0% from 35.0%. The lower rate was partly offset by fuel tax benefits taken in the six months ended June 30, 2018 that were not deductible for tax purposes and 2017 benefiting from qualified production property deductions that were not renewed in the U.S. Tax Act.

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.

The Company’s revolving credit facility bears variable interest rates plus additional basis points based upon covenants related to total indebtedness to earnings. As the revolving credit facility 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, 2018
	Carrying Value		Fair Value
Capital leases	$	544	$	565

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

9. Shareholders' Equity

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Forward Air Corporation

Notes to Condensed Consolidated Financial Statements

(In thousands, except share and per share data)

(Unaudited)

June 30, 2018

During each quarter of 2017 and the first and second quarters of 2018, our Board of Directors declared a cash dividend of $0.15 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. The following table summarizes our share repurchases for the three and six months ended June 30, 2018 and 2017.



	Three months ended				Six months ended
	June 30, 2018		June 30, 2017		June 30, 2018		June 30, 2017
Shares repurchased	132,880		42,055		497,166		246,864
Cost of shares repurchased	$	8,172	$	1,999	$	28,165	$	11,995
Average cost per share	$	61.50	$	47.54	$	56.65	$	48.59

As of June 30, 2018, 1,321,499 shares were available 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. We renewed our liability insurance policies on April 1, 2018 and took on additional risk exposure for vehicle liability claims by increasing our self-insurance retention and deductible levels. See “Item 1A - Risk Factors” for additional details related to the risks of our insurance coverage. 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 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, 2017. For workers compensation and vehicle claims each segment is charged an insurance premium and is also charged a deductible that corresponds with each segment's individual self retention limit. However, any losses beyond our

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Forward Air Corporation

Notes to Condensed Consolidated Financial Statements

(In thousands, except share and per share data)

(Unaudited)

June 30, 2018

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 ("Eliminations & other").

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. The basis for the majority of shared assets, such as trailers, are included in Expedited LTL. 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, 2018 and 2017.



	Three months ended June 30, 2018
	Expedited LTL		Truckload Premium		Pool Distribution		Intermodal		Eliminations & other			Consolidated
External revenues	$	191,159	$	46,903	$	43,197	$	49,084	$	—		$	330,343
Intersegment revenues	1,732		2,044		108		78		(3,962		)	—
Depreciation and amortization	5,557		1,562		1,705		1,537		1			10,362
Share-based compensation expense	1,877		166		113		210		51			2,417
Interest expense	—		2		—		24		457			483
Income from operations	26,526		1,717		1,589		5,543		(2,505		)	32,870
Total assets	658,125		69,082		58,695		151,962		(226,572		)	711,292
Capital expenditures	10,648		36		576		125		—			11,385

	Three months ended June 30, 2017
	(As Adjusted)
	Expedited LTL		Truckload Premium		Pool Distribution		Intermodal		Eliminations & other			Consolidated
External revenues	$	159,842	$	49,129	$	37,685	$	37,220	$	—		$	283,876
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 (loss) from operations	23,047		1,855		1,625		3,209		260			29,996
Total assets	629,098		57,933		51,214		145,343		(219,320		)	664,268
Capital expenditures	1,756		2		203		49		—			2,010

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Forward Air Corporation

Notes to Condensed Consolidated Financial Statements

(In thousands, except share and per share data)

(Unaudited)

June 30, 2018




	Six months ended June 30, 2018
	Expedited LTL		Truckload Premium		Pool Distribution		Intermodal		Eliminations & other			Consolidated
External revenues	$	359,521	$	90,064	$	85,804	$	97,562	$	—		$	632,951
Intersegment revenues	3,314		4,976		172		169		(8,631		)	—
Depreciation and amortization	11,085		3,320		3,509		3,138		—			21,052
Share-based compensation expense	3,553		345		229		500		51			4,678
Interest expense	1		3		—		37		813			854
Income (loss) from operations	47,298		1,674		2,960		9,012		(3,839		)	57,105
Total assets	658,125		69,082		58,695		151,962		(226,572		)	711,292
Capital expenditures	16,705		40		654		207		—			17,606

	Six months ended June 30, 2017
	(As Adjusted)
	Expedited LTL		Truckload Premium		Pool Distribution		Intermodal		Eliminations & other			Consolidated
External revenues	$	308,021	$	95,368	$	76,416	$	66,116	$	—		$	545,921
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	41,975		3,610		2,991		5,763		(601		)	53,738
Total assets	629,098		57,933		51,214		145,343		(219,320		)	664,268
Capital expenditures	4,267		8		286		101		—			4,662

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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.

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

Intermodal Acquisitions

As part of our strategy to expand our Intermodal operations, in May 2017, we acquired certain assets of Atlantic for $22.5 million with a potential earnout of $1.0 million. In October 2017, we acquired certain assets of KCL for $0.7 million with an earnout of $0.1 million paid in the second quarter of 2018. These acquisitions provide an opportunity for our Intermodal segment to expand into additional geographic markets or add volumes to our existing locations. The assets, liabilities, and operating results of these acquisitions have been included in the Company's consolidated financial statements from the date of acquisition and have been assigned to the Intermodal reportable segment.

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Results from Operations

The following table sets forth our consolidated historical financial data for the three months ended June 30, 2018 and 2017 (in millions):



	Three months ended June 30
	2018			2017			Change			Percent Change
				(As Adjusted)
Operating revenue:
Expedited LTL	$	192.9		$	160.5		$	32.4		20.2	%
Truckload Premium Services	48.9			50.4			(1.5		)	(3.0	)
Pool Distribution	43.3			37.8			5.5			14.6
Intermodal	49.2			37.2			12.0			32.3
Eliminations and other operations	(4.0		)	(2.0		)	(2.0		)	100.0
Operating revenue	330.3			283.9			46.4			16.3
Operating expenses:
Purchased transportation	155.7			131.1			24.6			18.8
Salaries, wages, and employee benefits	72.1			65.0			7.1			10.9
Operating leases	18.0			14.8			3.2			21.6
Depreciation and amortization	10.3			10.2			0.1			1.0
Insurance and claims	10.1			7.7			2.4			31.2
Fuel expense	5.6			3.7			1.9			51.4
Other operating expenses	25.6			21.4			4.2			19.6
Total operating expenses	297.4			253.9			43.5			17.1
Income from operations:
Expedited LTL	26.5			23.1			3.4			14.7
Truckload Premium Services	1.7			1.8			(0.1		)	(5.6	)
Pool Distribution	1.6			1.6			—			—
Intermodal	5.6			3.2			2.4			75.0
Other operations	(2.5		)	0.3			(2.8		)	NM
Income from operations	32.9			30.0			2.9			9.7
Other expense:
Interest expense	(0.5		)	(0.2		)	(0.3		)	150.0
Total other expense	(0.5		)	(0.2		)	(0.3		)	150.0
Income before income taxes	32.4			29.8			2.6			8.7
Income taxes	8.1			10.1			(2.0		)	(19.8	)
Net income	$	24.3		$	19.7		$	4.6		23.4	%

During the three months ended June 30, 2018, we experienced a 16.3% increase in our consolidated revenues compared to the three months ended June 30, 2017. Operating income increased $2.9 million, or 9.7%, to $32.9 million for the three months ended June 30, 2018 from $30.0 million for the same period of 2017.

Segment Operations

Expedited LTL's revenue increased $32.4 million, or 20.2%, and operating income increased $3.4 million, or 14.7% for the three months ended June 30, 2018, compared to the same period in 2017. The increase of Expedited LTL's revenue was the result of higher LTL volumes, increased pick up and delivery shipments and increased fuel surcharge revenue as a result of the increase in fuel prices since the second quarter of 2017. The increase in income from operations was mostly due to the aforementioned increases in revenue. The revenue increase was partly offset by increased utilization of third-party transportation providers, which caused the deterioration in income from operations as a percentage of revenue.

TLS revenue decreased $1.5 million, or 3.0% and operating income decreased $0.1 million for the three months ended June 30, 2018, compared to the same period in 2017. The revenue decrease was attributable to a decrease in overall miles due to culling

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of lower margin business as well as TLS's reduced fleet capacity on account of driver capacity restraints in the market versus the second quarter of last year. The increased revenue per mile was primarily driven by rate increases to existing customers and, to a lesser extent, the aforementioned culling of lower margin business. The deterioration in income from operations was due to the decrease in revenue and increased utilization of third party carriers mostly offset by a decrease in vehicle claims activity and improved efficiencies with our Company drivers.

Pool Distribution revenue increased $5.5 million, or 14.6%, and operating income was unchanged at $1.6 million for the three months ended June 30, 2018 and 2017. The revenue increase was due to rate increases and increased volumes from existing customers and lanes and new business wins. The deterioration in Pool operating income as a percentage of revenue was primarily the result of increased use of third-party carriers, equipment rentals to cover additional volumes and higher fuel prices mostly offset by current year rate increases.

Intermodal revenue increased $12.0 million, or 32.3%, and operating income increased $2.4 million, or 75.0%, for the three months ended June 30, 2018, compared to the same period in 2017. The increases in operating revenue and income were primarily attributable to the Atlantic and KLC acquisitions, organic revenue growth and the positive impact of increased fuel surcharges.

Interest Expense

Interest expense was $0.5 million for the three months ended June 30, 2018 compared to $0.2 million for the same period of 2017. The increase in interest expense was attributable to additional borrowings on our revolving credit facility.

Income Taxes

The combined federal and state effective tax rate for the second quarter of 2018 was 25.0% compared to a rate of 34.0% for the same period in 2017. The lower effective tax rate for the second quarter of 2018 is the result of the enactment of the Tax Cuts and Jobs Act, which lowered the statutory federal income tax rate to 21.0% from 35.0%.

Net Income

As a result of the foregoing factors, net income increased by $4.6 million, or 23.4%, to $24.3 million for the second quarter of 2018 from $19.7 million for the same period in 2017.

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Expedited LTL - Three Months Ended June 30, 2018 compared to Three Months Ended June 30, 2017

The following table sets forth our historical financial data of the Expedited LTL segment for the three months ended June 30, 2018 and 2017 (in millions):



Expedited LTL Segment Information
(In millions)
(Unaudited)

	Three months ended
	June 30,		Percent of		June 30,		Percent of					Percent
	2018		Revenue		2017		Revenue		Change			Change
					(As Adjusted)
Operating revenue	$	192.9	100.0	%	$	160.5	100.0	%	$	32.4		20.2	%

Operating expenses:
Purchased transportation	90.5		46.9		69.0		43.0		21.5			31.2
Salaries, wages and employee benefits	41.2		21.4		37.0		23.1		4.2			11.4
Operating leases	10.2		5.3		9.0		5.6		1.2			13.3
Depreciation and amortization	5.6		2.9		5.5		3.4		0.1			1.8
Insurance and claims	3.6		1.9		4.2		2.6		(0.6		)	(14.3	)
Fuel expense	1.6		0.8		0.9		0.6		0.7			77.8
Other operating expenses	13.7		7.1		11.8		7.3		1.9			16.1
Total operating expenses	166.4		86.3		137.4		85.6		29.0			21.1
Income from operations	$	26.5	13.7	%	$	23.1	14.4	%	$	3.4		14.7	%



Expedited LTL Operating Statistics

	Three months ended
	June 30,		June 30,		Percent
	2018		2017		Change
			(As Adjusted)

Business days	64		64		—	%

Tonnage
Total pounds ¹	668,129		615,315		8.6
Pounds per day ¹	10,440		9,614		8.6

Shipments
Total shipments	1,094,886		1,011,934		8.2
Shipments per day	17,108		15,811		8.2
Total shipments with pickup and/or delivery	266,628		243,969		9.3

Revenue per hundredweight	$	25.83	$	23.69	9.0
Revenue per hundredweight, ex fuel	21.83		21.22		2.9

Revenue per shipment	158		144		9.7
Revenue per shipment, ex fuel	133		129		3.1

Weight per shipment	610		608		0.3	%

¹ - In thousands

Table of Contents

Revenues

Expedited LTL had operating revenue increase $32.4 million, or 20.2%, to $192.9 million from $160.5 million, accounting for 58.4% of consolidated operating revenue for the three months ended June 30, 2018 compared to 56.5% for the same period in 2017. The increase in Expedited LTL's revenue was the result of higher LTL volumes, increased pick up and delivery shipments and increased fuel surcharge revenue as a result of the increase in fuel prices since the second quarter of 2017. Linehaul revenue, which is the largest portion of Expedited LTL revenue, increased $10.2 million, or 9.5%, on higher tonnage and the increase in average revenue per hundredweight, ex fuel noted in the preceding table. The increase in tonnage is due to a growing percentage of total volume from class-rated shipments and the increase in revenue per hundredweight is due to increased shipment size and revenue per shipment.

The $32.4 million revenue increase is also the result of a $11.6 million increase in fuel surcharge revenue largely due to rate increases to our fuel surcharges and increases in fuel prices and tonnage volumes. Additionally, compared to the same period in 2017, revenue from pickup and delivery shipments attached to a linehaul shipment ("Complete") increased $5.2 million, or 22.2% which was attributable to an increase in shipping volumes in our Expedited LTL network and an increase in the attachment rate of Complete to linehaul shipments. Other terminal based revenues, which includes dedicated local pickup and delivery services, warehousing and terminal handling, increased $5.6 million, or 38.2%, to $20.3 million in the second quarter of 2018 from $14.7 million in the same period of 2017. The increase in other terminal revenue was mainly attributable to increases in certain dedicated local pickup and delivery revenues.