Tennessee
|
|
62-1120025
|
(State or other jurisdiction of incorporation)
|
|
(I.R.S. Employer Identification No.)
|
430 Airport Road
Greeneville, Tennessee
|
|
37745
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Large accelerated filer
x
|
Accelerated filer
o
|
Non-accelerated filer
o
|
Smaller reporting company
o
|
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.
|
||
|
|
|
Forward Air Corporation
|
|||||||
Condensed Consolidated Statements of Comprehensive Income
|
|||||||
(In thousands, except per share data)
|
|||||||
(Unaudited)
|
|||||||
|
|
||||||
|
Three months ended
|
||||||
|
March 31,
2016 |
|
March 31,
2015 |
||||
Operating revenue
|
$
|
229,549
|
|
|
$
|
205,918
|
|
|
|
|
|
||||
Operating expenses:
|
|
|
|
|
|||
Purchased transportation
|
96,476
|
|
|
89,337
|
|
||
Salaries, wages and employee benefits
|
58,678
|
|
|
53,903
|
|
||
Operating leases
|
13,868
|
|
|
15,756
|
|
||
Depreciation and amortization
|
9,668
|
|
|
8,684
|
|
||
Insurance and claims
|
5,395
|
|
|
5,130
|
|
||
Fuel expense
|
2,961
|
|
|
4,020
|
|
||
Other operating expenses
|
21,098
|
|
|
20,839
|
|
||
Total operating expenses
|
208,144
|
|
|
197,669
|
|
||
Income from operations
|
21,405
|
|
|
8,249
|
|
||
|
|
|
|
||||
Other income (expense):
|
|
|
|
|
|||
Interest expense
|
(553
|
)
|
|
(364
|
)
|
||
Other, net
|
(29
|
)
|
|
(48
|
)
|
||
Total other income (expense)
|
(582
|
)
|
|
(412
|
)
|
||
Income before income taxes
|
20,823
|
|
|
7,837
|
|
||
Income taxes
|
7,724
|
|
|
3,000
|
|
||
Net income and comprehensive income
|
$
|
13,099
|
|
|
$
|
4,837
|
|
|
|
|
|
||||
Net income per share:
|
|
|
|
|
|||
Basic
|
$
|
0.43
|
|
|
$
|
0.16
|
|
Diluted
|
$
|
0.43
|
|
|
$
|
0.16
|
|
|
|
|
|
||||
Dividends per share:
|
$
|
0.12
|
|
|
$
|
0.12
|
|
Forward Air Corporation
|
|||||||
Condensed Consolidated Statements of Cash Flows
|
|||||||
(In thousands)
|
|||||||
(Unaudited)
|
|||||||
|
|
||||||
|
Three months ended
|
||||||
|
March 31,
2016 |
|
March 31,
2015 |
||||
|
|
||||||
Operating activities:
|
|
|
|
||||
Net income
|
$
|
13,099
|
|
|
$
|
4,837
|
|
Adjustments to reconcile net income to net cash provided by operating activities
|
|
|
|
||||
Depreciation and amortization
|
9,668
|
|
|
8,684
|
|
||
Share-based compensation
|
1,952
|
|
|
1,786
|
|
||
Loss (gain) on disposal of property and equipment
|
93
|
|
|
(149
|
)
|
||
Provision for recovery on receivables
|
(196
|
)
|
|
(19
|
)
|
||
Provision for revenue adjustments
|
799
|
|
|
907
|
|
||
Deferred income tax
|
5,031
|
|
|
3,045
|
|
||
Excess tax benefit for stock options exercised
|
(38
|
)
|
|
(2,329
|
)
|
||
Changes in operating assets and liabilities
|
|
|
|
||||
Accounts receivable
|
4,245
|
|
|
(2,332
|
)
|
||
Other current assets
|
5,258
|
|
|
2,618
|
|
||
Accounts payable and accrued expenses
|
(2,470
|
)
|
|
(9,589
|
)
|
||
Net cash provided by operating activities
|
37,441
|
|
|
7,459
|
|
||
|
|
|
|
||||
Investing activities:
|
|
|
|
||||
Proceeds from disposal of property and equipment
|
155
|
|
|
582
|
|
||
Purchases of property and equipment
|
(2,688
|
)
|
|
(5,229
|
)
|
||
Acquisition of business, net of cash acquired
|
(1,700
|
)
|
|
(62,323
|
)
|
||
Other
|
22
|
|
|
(135
|
)
|
||
Net cash used in investing activities
|
(4,211
|
)
|
|
(67,105
|
)
|
||
|
|
|
|
||||
Financing activities:
|
|
|
|
||||
Proceeds from term loan
|
—
|
|
|
125,000
|
|
||
Payments of debt and capital lease obligations
|
(13,969
|
)
|
|
(59,116
|
)
|
||
Proceeds from exercise of stock options
|
881
|
|
|
10,139
|
|
||
Payments of cash dividends
|
(3,678
|
)
|
|
(3,714
|
)
|
||
Repurchase of common stock (repurchase program)
|
(9,995
|
)
|
|
—
|
|
||
Repurchase of common stock (restricted stock)
|
(1,782
|
)
|
|
(1,926
|
)
|
||
Excess tax benefit for stock options exercised
|
38
|
|
|
2,329
|
|
||
Net cash (used in) provided by financing activities
|
(28,505
|
)
|
|
72,712
|
|
||
Net increase in cash
|
4,725
|
|
|
13,066
|
|
||
Cash at beginning of period
|
33,312
|
|
|
41,429
|
|
||
Cash at end of period
|
$
|
38,037
|
|
|
$
|
54,495
|
|
|
Ace
|
|
Towne
|
||||
|
January 25, 2016
|
|
March 9, 2015
|
||||
Tangible assets:
|
|
|
|
|
|||
Accounts receivable
|
$
|
—
|
|
|
$
|
24,068
|
|
Prepaid expenses and other current assets
|
—
|
|
|
2,916
|
|
||
Property and equipment
|
—
|
|
|
2,095
|
|
||
Other assets
|
—
|
|
|
614
|
|
||
Total tangible assets
|
—
|
|
|
29,693
|
|
||
Intangible assets:
|
|
|
|
|
|||
Non-compete agreements
|
20
|
|
|
—
|
|
||
Customer relationships
|
772
|
|
|
66,000
|
|
||
Goodwill
|
908
|
|
|
61,197
|
|
||
Total intangible assets
|
1,700
|
|
|
127,197
|
|
||
Total assets acquired
|
1,700
|
|
|
156,890
|
|
||
|
|
|
|
||||
Liabilities assumed:
|
|
|
|
||||
Current liabilities
|
—
|
|
|
28,920
|
|
||
Other liabilities
|
—
|
|
|
3,886
|
|
||
Debt and capital lease obligations
|
—
|
|
|
59,544
|
|
||
Deferred income taxes
|
—
|
|
|
2,662
|
|
||
Total liabilities assumed
|
—
|
|
|
95,012
|
|
||
Net assets acquired
|
$
|
1,700
|
|
|
$
|
61,878
|
|
|
Useful Lives
|
||
|
Ace
|
|
Towne
|
Customer relationships
|
15 years
|
|
20 years
|
Non-compete agreements
|
5 years
|
|
-
|
|
Three months ended
|
|||||
|
March 31, 2016
|
March 31, 2015
|
||||
Operating revenue
|
$
|
229,549
|
|
$
|
240,145
|
|
Income from operations
|
21,405
|
|
5,942
|
|
||
Net income
|
13,099
|
|
2,358
|
|
||
Net income per share
|
|
|
||||
Basic
|
$
|
0.43
|
|
$
|
0.08
|
|
Diluted
|
$
|
0.43
|
|
$
|
0.08
|
|
|
Expedited LTL
|
|
Truckload Expedited
|
|
Pool Distribution
|
|
Intermodal
|
|
Total
|
||||||||||||||||||||||
|
|
Accumulated
|
|
|
Accumulated
|
|
|
Accumulated
|
|
|
Accumulated
|
|
|
||||||||||||||||||
|
Goodwill
|
Impairment
|
|
Goodwill
|
Impairment
|
|
Goodwill
|
Impairment
|
|
Goodwill
|
Impairment
|
|
Net
|
||||||||||||||||||
Beginning balance, December 31, 2015
|
$
|
99,123
|
|
$
|
—
|
|
|
$
|
45,164
|
|
$
|
—
|
|
|
$
|
12,359
|
|
$
|
(6,953
|
)
|
|
$
|
55,916
|
|
$
|
—
|
|
|
$
|
205,609
|
|
Ace Acquisition
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
908
|
|
—
|
|
|
908
|
|
|||||||||
Ending balance, March 31, 2016
|
$
|
99,123
|
|
$
|
—
|
|
|
$
|
45,164
|
|
$
|
—
|
|
|
$
|
12,359
|
|
$
|
(6,953
|
)
|
|
$
|
56,824
|
|
$
|
—
|
|
|
$
|
206,517
|
|
|
Three months ended
|
||||||
|
March 31,
2016 |
|
March 31,
2015 |
||||
Expected dividend yield
|
1.0
|
%
|
|
1.0
|
%
|
||
Expected stock price volatility
|
29.0
|
%
|
|
33.9
|
%
|
||
Weighted average risk-free interest rate
|
1.3
|
%
|
|
1.6
|
%
|
||
Expected life of options (years)
|
6.0
|
|
|
6.1
|
|
||
Weighted average grant date fair value
|
$
|
12
|
|
|
$
|
16
|
|
|
|
|
|
|
Three months ended March 31, 2016
|
|||||||||||
|
|
|
|
|
|
|
Weighted-
|
|||||
|
|
|
Weighted-
|
|
Aggregate
|
|
Average
|
|||||
|
|
|
Average
|
|
Intrinsic
|
|
Remaining
|
|||||
|
Options
|
|
Exercise
|
|
Value
|
|
Contractual
|
|||||
|
(000)
|
|
Price
|
|
(000)
|
|
Term
|
|||||
Outstanding at December 31, 2015
|
786
|
|
|
$
|
32
|
|
|
|
|
|
||
Granted
|
122
|
|
|
44
|
|
|
|
|
|
|||
Exercised
|
(38
|
)
|
|
23
|
|
|
|
|
|
|||
Forfeited
|
(2
|
)
|
|
38
|
|
|
|
|
|
|||
Outstanding at March 31, 2016
|
868
|
|
|
$
|
34
|
|
|
$
|
6,709
|
|
|
3.3
|
Exercisable at March 31, 2016
|
633
|
|
|
$
|
30
|
|
|
$
|
7,481
|
|
|
2.3
|
|
Three months ended
|
||||||
|
March 31,
2016 |
|
March 31,
2015 |
||||
Share-based compensation for options
|
$
|
348
|
|
|
$
|
336
|
|
Tax benefit for option compensation
|
$
|
129
|
|
|
$
|
129
|
|
Unrecognized compensation cost for options, net of estimated forfeitures
|
$
|
2,789
|
|
|
$
|
2,609
|
|
Weighted average period over which unrecognized compensation will be recognized (years)
|
2.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2016
|
|||||||||
|
|
|
Weighted-
|
|
Aggregate
|
|||||
|
Non-vested
|
|
Average
|
|
Grant Date
|
|||||
|
Shares
|
|
Grant Date
|
|
Fair Value
|
|||||
|
(000)
|
|
Fair Value
|
|
(000)
|
|||||
Outstanding and non-vested at December 31, 2015
|
191
|
|
|
$
|
46
|
|
|
|
||
Granted
|
125
|
|
|
44
|
|
|
|
|||
Vested
|
(92
|
)
|
|
44
|
|
|
|
|||
Forfeited
|
(2
|
)
|
|
47
|
|
|
|
|||
Outstanding and non-vested at March 31, 2016
|
222
|
|
|
$
|
46
|
|
|
$
|
10,092
|
|
|
Three months ended
|
||||||
|
March 31,
2016 |
|
March 31,
2015 |
||||
Share-based compensation for non-vested shares
|
$
|
1,082
|
|
|
$
|
988
|
|
Tax benefit for non-vested share compensation
|
$
|
403
|
|
|
$
|
380
|
|
Unrecognized compensation cost for non-vested shares, net of estimated forfeitures
|
$
|
9,363
|
|
|
$
|
8,398
|
|
Weighted average period over which unrecognized compensation will be recognized (years)
|
2.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
||||
|
March 31,
2016 |
|
March 31,
2015 |
||
Expected stock price volatility
|
22.3
|
%
|
|
23.5
|
%
|
Weighted average risk-free interest rate
|
0.8
|
%
|
|
1.0
|
%
|
|
Three months ended March 31, 2016
|
|||||||||
|
|
|
Weighted-
|
|
Aggregate
|
|||||
|
Performance
|
|
Average
|
|
Grant Date
|
|||||
|
Shares
|
|
Grant Date
|
|
Fair Value
|
|||||
|
(000)
|
|
Fair Value
|
|
(000)
|
|||||
Outstanding and non-vested at December 31, 2015
|
77
|
|
|
$
|
52
|
|
|
|
||
Granted
|
29
|
|
|
49
|
|
|
|
|||
Additional shares awarded based on performance
|
7
|
|
|
40
|
|
|
|
|||
Vested
|
(33
|
)
|
|
40
|
|
|
|
|||
Outstanding and non-vested at March 31, 2016
|
80
|
|
|
$
|
55
|
|
|
$
|
4,373
|
|
|
Three months ended
|
||||||
|
March 31,
2016 |
|
March 31,
2015 |
||||
Share-based compensation for performance shares
|
$
|
351
|
|
|
$
|
302
|
|
Tax benefit for performance share compensation
|
$
|
131
|
|
|
$
|
116
|
|
Unrecognized compensation cost for performance shares, net of estimated forfeitures
|
$
|
2,805
|
|
|
$
|
2,733
|
|
Weighted average period over which unrecognized compensation will be recognized (years)
|
2.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2016
|
|||||||||
|
|
|
Weighted-
|
|
Aggregate
|
|||||
|
Non-vested
|
|
Average
|
|
Grant Date
|
|||||
|
Shares
|
|
Grant Date
|
|
Fair Value
|
|||||
|
(000)
|
|
Fair Value
|
|
(000)
|
|||||
Outstanding and non-vested at December 31, 2015
|
15
|
|
|
$
|
51
|
|
|
|
||
Granted
|
—
|
|
|
—
|
|
|
|
|||
Vested
|
—
|
|
|
—
|
|
|
|
|||
Outstanding and non-vested at March 31, 2016
|
15
|
|
|
$
|
51
|
|
|
$
|
740
|
|
|
Three months ended
|
||||||
|
March 31,
2016 |
|
March 31,
2015 |
||||
Share-based compensation for non-vested shares
|
$
|
171
|
|
|
$
|
160
|
|
Tax benefit for non-vested share compensation
|
$
|
64
|
|
|
$
|
61
|
|
Unrecognized compensation cost for non-vested shares, net of estimated forfeitures
|
$
|
114
|
|
|
$
|
96
|
|
Weighted average period over which unrecognized compensation will be recognized (years)
|
0.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
|
||||||
|
|
March 31,
2016 |
|
March 31,
2015 |
|
||||
Numerator:
|
|
|
|
|
|
||||
Net income and comprehensive income
|
|
$
|
13,099
|
|
|
$
|
4,837
|
|
|
Income allocated to participating securities
|
|
(64
|
)
|
|
(33
|
)
|
|
||
Numerator for basic and diluted income per share - net income
|
|
$
|
13,035
|
|
|
$
|
4,804
|
|
|
Denominator (in thousands):
|
|
|
|
|
|
|
|
||
Denominator for basic income per share - weighted-average shares
|
|
30,420
|
|
|
30,575
|
|
|
||
Effect of dilutive stock options (in thousands)
|
|
165
|
|
|
365
|
|
|
||
Effect of dilutive performance shares (in thousands)
|
|
40
|
|
|
41
|
|
|
||
Denominator for diluted income per share - adjusted weighted-average shares
|
|
30,625
|
|
|
30,981
|
|
|
||
Basic net income per share
|
|
$
|
0.43
|
|
|
$
|
0.16
|
|
|
Diluted net income per share
|
|
$
|
0.43
|
|
|
$
|
0.16
|
|
|
|
March 31,
2016 |
|
March 31,
2015 |
||
Anti-dilutive stock options (in thousands)
|
275
|
|
|
151
|
|
Anti-dilutive performance shares (in thousands)
|
44
|
|
|
15
|
|
Anti-dilutive non-vested shares and deferred stock units (in thousands)
|
73
|
|
|
—
|
|
Total anti-dilutive shares (in thousands)
|
392
|
|
|
166
|
|
|
|
March 31, 2016
|
||||||
|
|
Carrying Value
|
|
Fair Value
|
||||
Capital leases
|
|
$
|
1,367
|
|
|
$
|
1,324
|
|
|
|
Three months ended March 31, 2016
|
||||||||||||||||||||||
|
|
Expedited LTL
|
|
Truckload Expedited
|
|
Pool Distribution
|
|
Intermodal
|
|
Eliminations & other
|
|
Consolidated
|
||||||||||||
External revenues
|
|
$
|
133,522
|
|
|
$
|
38,417
|
|
|
$
|
33,057
|
|
|
$
|
24,553
|
|
|
$
|
—
|
|
|
$
|
229,549
|
|
Intersegment revenues
|
|
855
|
|
|
205
|
|
|
135
|
|
|
71
|
|
|
(1,266
|
)
|
|
—
|
|
||||||
Depreciation and amortization
|
|
5,548
|
|
|
1,740
|
|
|
1,485
|
|
|
895
|
|
|
—
|
|
|
9,668
|
|
||||||
Share-based compensation expense
|
|
1,574
|
|
|
155
|
|
|
150
|
|
|
73
|
|
|
—
|
|
|
1,952
|
|
||||||
Interest expense
|
|
509
|
|
|
—
|
|
|
—
|
|
|
36
|
|
|
8
|
|
|
553
|
|
||||||
Income from operations
|
|
17,179
|
|
|
1,470
|
|
|
114
|
|
|
2,372
|
|
|
270
|
|
|
21,405
|
|
||||||
Total assets
|
|
635,283
|
|
|
90,678
|
|
|
47,877
|
|
|
120,251
|
|
|
(205,036
|
)
|
|
689,053
|
|
||||||
Capital expenditures
|
|
2,078
|
|
|
13
|
|
|
545
|
|
|
52
|
|
|
—
|
|
|
2,688
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
Three months ended March 31, 2015
|
||||||||||||||||||||||
|
|
Expedited LTL
|
|
Truckload Expedited
|
|
Pool Distribution
|
|
Intermodal
|
|
Eliminations & other
|
|
Consolidated
|
||||||||||||
External revenues
|
|
$
|
121,477
|
|
|
$
|
34,266
|
|
|
$
|
27,045
|
|
|
$
|
22,963
|
|
|
$
|
167
|
|
|
$
|
205,918
|
|
Intersegment revenues
|
|
807
|
|
|
217
|
|
|
183
|
|
|
66
|
|
|
(1,273
|
)
|
|
—
|
|
||||||
Depreciation and amortization
|
|
4,576
|
|
|
1,373
|
|
|
1,539
|
|
|
969
|
|
|
227
|
|
|
8,684
|
|
||||||
Share-based compensation expense
|
|
1,548
|
|
|
169
|
|
|
32
|
|
|
37
|
|
|
—
|
|
|
1,786
|
|
||||||
Interest expense
|
|
112
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|
229
|
|
|
364
|
|
||||||
Income from operations
|
|
14,885
|
|
|
3,211
|
|
|
216
|
|
|
1,989
|
|
|
(12,052
|
)
|
|
8,249
|
|
||||||
Total assets
|
|
682,247
|
|
|
86,565
|
|
|
44,439
|
|
|
108,309
|
|
|
(206,432
|
)
|
|
715,128
|
|
||||||
Capital expenditures
|
|
2,694
|
|
|
2,242
|
|
|
190
|
|
|
103
|
|
|
—
|
|
|
5,229
|
|
|
|
|
|
|
|
|
|
|
|
|
Item 2.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations.
|
|
Three months ended March 31
|
|||||||||||||
|
2016
|
|
2015
|
|
Change
|
|
Percent Change
|
|||||||
Operating revenue:
|
|
|
|
|
|
|
|
|||||||
Expedited LTL
|
$
|
134.4
|
|
|
$
|
122.3
|
|
|
$
|
12.1
|
|
|
9.9
|
%
|
Truckload Expedited
|
38.6
|
|
|
34.5
|
|
|
4.1
|
|
|
11.9
|
|
|||
Pool Distribution
|
33.2
|
|
|
27.2
|
|
|
6.0
|
|
|
22.1
|
|
|||
Intermodal
|
24.6
|
|
|
23.0
|
|
|
1.6
|
|
|
7.0
|
|
|||
Eliminations and other operations
|
(1.3
|
)
|
|
(1.1
|
)
|
|
(0.2
|
)
|
|
18.2
|
|
|||
Operating revenue
|
229.5
|
|
|
205.9
|
|
|
23.6
|
|
|
11.5
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|||||||
Purchased transportation
|
96.5
|
|
|
89.3
|
|
|
7.2
|
|
|
8.1
|
|
|||
Salaries, wages, and employee benefits
|
58.7
|
|
|
53.9
|
|
|
4.8
|
|
|
8.9
|
|
|||
Operating leases
|
13.8
|
|
|
15.7
|
|
|
(1.9
|
)
|
|
(12.1
|
)
|
|||
Depreciation and amortization
|
9.7
|
|
|
8.7
|
|
|
1.0
|
|
|
11.5
|
|
|||
Insurance and claims
|
5.4
|
|
|
5.2
|
|
|
0.2
|
|
|
3.8
|
|
|||
Fuel expense
|
2.9
|
|
|
4.0
|
|
|
(1.1
|
)
|
|
(27.5
|
)
|
|||
Other operating expenses
|
21.1
|
|
|
20.8
|
|
|
0.3
|
|
|
1.4
|
|
|||
Total operating expenses
|
208.1
|
|
|
197.6
|
|
|
10.5
|
|
|
5.3
|
|
|||
Income from operations:
|
|
|
|
|
|
|
|
|||||||
Expedited LTL
|
17.1
|
|
|
14.9
|
|
|
2.2
|
|
|
14.8
|
|
|||
Truckload Expedited
|
1.6
|
|
|
3.2
|
|
|
(1.6
|
)
|
|
(50.0
|
)
|
|||
Pool Distribution
|
0.1
|
|
|
0.2
|
|
|
(0.1
|
)
|
|
(50.0
|
)
|
|||
Intermodal
|
2.4
|
|
|
2.0
|
|
|
0.4
|
|
|
20.0
|
|
|||
Other operations
|
0.2
|
|
|
(12.0
|
)
|
|
12.2
|
|
|
(101.7
|
)
|
|||
Income from operations
|
21.4
|
|
|
8.3
|
|
|
13.1
|
|
|
157.8
|
|
|||
Other expense:
|
|
|
|
|
|
|
|
|||||||
Interest expense
|
(0.6
|
)
|
|
(0.4
|
)
|
|
(0.2
|
)
|
|
50.0
|
|
|||
Total other expense
|
(0.6
|
)
|
|
(0.4
|
)
|
|
(0.2
|
)
|
|
50.0
|
|
|||
Income before income taxes
|
20.8
|
|
|
7.9
|
|
|
12.9
|
|
|
163.3
|
|
|||
Income taxes
|
7.7
|
|
|
3.0
|
|
|
4.7
|
|
|
156.7
|
|
|||
Net income
|
$
|
13.1
|
|
|
$
|
4.9
|
|
|
$
|
8.2
|
|
|
167.3
|
%
|
Expedited LTL Segment Information
|
||||||||||||||||||||
(In millions)
|
||||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Three months ended
|
|||||||||||||||||||
|
March 31,
|
|
Percent of
|
|
March 31,
|
|
Percent of
|
|
|
|
Percent
|
|||||||||
|
2016
|
|
Revenue
|
|
2015
|
|
Revenue
|
|
Change
|
|
Change
|
|||||||||
Operating revenue
|
$
|
134.4
|
|
|
100.0
|
%
|
|
$
|
122.3
|
|
|
100.0
|
%
|
|
$
|
12.1
|
|
|
9.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Purchased transportation
|
53.4
|
|
|
39.7
|
|
|
52.9
|
|
|
43.3
|
|
|
0.5
|
|
|
0.9
|
|
|||
Salaries, wages and employee benefits
|
34.9
|
|
|
26.0
|
|
|
28.3
|
|
|
23.1
|
|
|
6.6
|
|
|
23.3
|
|
|||
Operating leases
|
7.9
|
|
|
5.9
|
|
|
7.7
|
|
|
6.3
|
|
|
0.2
|
|
|
2.6
|
|
|||
Depreciation and amortization
|
5.6
|
|
|
4.2
|
|
|
4.6
|
|
|
3.8
|
|
|
1.0
|
|
|
21.7
|
|
|||
Insurance and claims
|
2.5
|
|
|
1.8
|
|
|
2.9
|
|
|
2.4
|
|
|
(0.4
|
)
|
|
(13.8
|
)
|
|||
Fuel expense
|
0.8
|
|
|
0.6
|
|
|
0.9
|
|
|
0.7
|
|
|
(0.1
|
)
|
|
(11.1
|
)
|
|||
Other operating expenses
|
12.2
|
|
|
9.1
|
|
|
10.1
|
|
|
8.2
|
|
|
2.1
|
|
|
20.8
|
|
|||
Total operating expenses
|
117.3
|
|
|
87.3
|
|
|
107.4
|
|
|
87.8
|
|
|
9.9
|
|
|
9.2
|
|
|||
Income from operations
|
$
|
17.1
|
|
|
12.7
|
%
|
|
$
|
14.9
|
|
|
12.2
|
%
|
|
$
|
2.2
|
|
|
14.8
|
%
|
Truckload Expedited Segment Information
|
||||||||||||||||||||
(In millions)
|
||||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Three months ended
|
|||||||||||||||||||
|
March 31,
|
|
Percent of
|
|
March 31,
|
|
Percent of
|
|
|
|
Percent
|
|||||||||
|
2016
|
|
Revenue
|
|
2015
|
|
Revenue
|
|
Change
|
|
Change
|
|||||||||
Operating revenue
|
$
|
38.6
|
|
|
100.0
|
%
|
|
$
|
34.5
|
|
|
100.0
|
%
|
|
$
|
4.1
|
|
|
11.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Purchased transportation
|
26.6
|
|
|
68.9
|
|
|
22.6
|
|
|
65.5
|
|
|
4.0
|
|
|
17.7
|
|
|||
Salaries, wages and employee benefits
|
5.2
|
|
|
13.5
|
|
|
4.2
|
|
|
12.2
|
|
|
1.0
|
|
|
23.8
|
|
|||
Operating leases
|
0.1
|
|
|
0.3
|
|
|
0.3
|
|
|
0.9
|
|
|
(0.2
|
)
|
|
(66.7
|
)
|
|||
Depreciation and amortization
|
1.7
|
|
|
4.4
|
|
|
1.4
|
|
|
4.0
|
|
|
0.3
|
|
|
21.4
|
|
|||
Insurance and claims
|
0.8
|
|
|
2.1
|
|
|
0.6
|
|
|
1.7
|
|
|
0.2
|
|
|
33.3
|
|
|||
Fuel expense
|
0.6
|
|
|
1.6
|
|
|
0.9
|
|
|
2.6
|
|
|
(0.3
|
)
|
|
(33.3
|
)
|
|||
Other operating expenses
|
2.0
|
|
|
5.1
|
|
|
1.3
|
|
|
3.8
|
|
|
0.7
|
|
|
53.8
|
|
|||
Total operating expenses
|
37.0
|
|
|
95.9
|
|
|
31.3
|
|
|
90.7
|
|
|
5.7
|
|
|
18.2
|
|
|||
Income from operations
|
$
|
1.6
|
|
|
4.1
|
%
|
|
$
|
3.2
|
|
|
9.3
|
%
|
|
$
|
(1.6
|
)
|
|
(50.0
|
)%
|
Pool Distribution Segment Information
|
||||||||||||||||||||
(In millions)
|
||||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Three months ended
|
|||||||||||||||||||
|
March 31,
|
|
Percent of
|
|
March 31,
|
|
Percent of
|
|
|
|
Percent
|
|||||||||
|
2016
|
|
Revenue
|
|
2015
|
|
Revenue
|
|
Change
|
|
Change
|
|||||||||
Operating revenue
|
$
|
33.2
|
|
|
100.0
|
%
|
|
$
|
27.2
|
|
|
100.0
|
%
|
|
$
|
6.0
|
|
|
22.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Purchased transportation
|
8.9
|
|
|
26.8
|
|
|
7.4
|
|
|
27.2
|
|
|
1.5
|
|
|
20.3
|
|
|||
Salaries, wages and employee benefits
|
12.8
|
|
|
38.6
|
|
|
10.1
|
|
|
37.1
|
|
|
2.7
|
|
|
26.7
|
|
|||
Operating leases
|
2.9
|
|
|
8.7
|
|
|
2.1
|
|
|
7.7
|
|
|
0.8
|
|
|
38.1
|
|
|||
Depreciation and amortization
|
1.5
|
|
|
4.5
|
|
|
1.6
|
|
|
5.9
|
|
|
(0.1
|
)
|
|
(6.3
|
)
|
|||
Insurance and claims
|
1.1
|
|
|
3.3
|
|
|
0.9
|
|
|
3.3
|
|
|
0.2
|
|
|
22.2
|
|
|||
Fuel expense
|
1.0
|
|
|
3.0
|
|
|
1.3
|
|
|
4.8
|
|
|
(0.3
|
)
|
|
(23.1
|
)
|
|||
Other operating expenses
|
4.9
|
|
|
14.8
|
|
|
3.6
|
|
|
13.2
|
|
|
1.3
|
|
|
36.1
|
|
|||
Total operating expenses
|
33.1
|
|
|
99.7
|
|
|
27.0
|
|
|
99.3
|
|
|
6.1
|
|
|
22.6
|
|
|||
Income from operations
|
$
|
0.1
|
|
|
0.3
|
%
|
|
$
|
0.2
|
|
|
0.7
|
%
|
|
$
|
(0.1
|
)
|
|
(50.0
|
)%
|
Intermodal Segment Information
|
||||||||||||||||||||
(In millions)
|
||||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Three months ended
|
|||||||||||||||||||
|
March 31,
|
|
Percent of
|
|
March 31,
|
|
Percent of
|
|
|
|
Percent
|
|||||||||
|
2016
|
|
Revenue
|
|
2015
|
|
Revenue
|
|
Change
|
|
Change
|
|||||||||
Operating revenue
|
$
|
24.6
|
|
|
100.0
|
%
|
|
$
|
23.0
|
|
|
100.0
|
%
|
|
$
|
1.6
|
|
|
7.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Purchased transportation
|
8.4
|
|
|
34.1
|
|
|
7.0
|
|
|
30.4
|
|
|
1.4
|
|
|
20.0
|
|
|||
Salaries, wages and employee benefits
|
6.0
|
|
|
24.4
|
|
|
5.9
|
|
|
25.7
|
|
|
0.1
|
|
|
1.7
|
|
|||
Operating leases
|
3.0
|
|
|
12.2
|
|
|
2.5
|
|
|
10.9
|
|
|
0.5
|
|
|
20.0
|
|
|||
Depreciation and amortization
|
0.9
|
|
|
3.7
|
|
|
1.0
|
|
|
4.3
|
|
|
(0.1
|
)
|
|
(10.0
|
)
|
|||
Insurance and claims
|
0.8
|
|
|
3.2
|
|
|
0.6
|
|
|
2.6
|
|
|
0.2
|
|
|
33.3
|
|
|||
Fuel expense
|
0.6
|
|
|
2.4
|
|
|
0.9
|
|
|
3.9
|
|
|
(0.3
|
)
|
|
(33.3
|
)
|
|||
Other operating expenses
|
2.5
|
|
|
10.2
|
|
|
3.1
|
|
|
13.5
|
|
|
(0.6
|
)
|
|
(19.4
|
)
|
|||
Total operating expenses
|
22.2
|
|
|
90.2
|
|
|
21.0
|
|
|
91.3
|
|
|
1.2
|
|
|
5.7
|
|
|||
Income from operations
|
$
|
2.4
|
|
|
9.8
|
%
|
|
$
|
2.0
|
|
|
8.7
|
%
|
|
$
|
0.4
|
|
|
20.0
|
%
|
|
LTL
|
|
Intermodal
|
|
Pool Distribution
|
|
TQI
|
||||
Discount rate
|
13.0
|
%
|
|
13.5
|
%
|
|
16.0
|
%
|
|
16.0
|
%
|
Long-term growth rate
|
5.0
|
%
|
|
4.0
|
%
|
|
5.0
|
%
|
|
4.0
|
%
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk.
|
Item 4.
|
Controls and Procedures.
|
Item 1A.
|
Risk Factors.
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds.
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Program
|
|
Maximum Number of Shares that May Yet Be Purchased Under the Program (1)
|
|||||
January 1-31, 2016
|
|
232,944
|
|
|
$
|
43
|
|
|
232,944
|
|
|
462,673
|
|
February 1-29, 2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
March 1-31, 2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
232,944
|
|
|
$
|
43
|
|
|
232,944
|
|
|
462,673
|
|
Item 3.
|
Defaults Upon Senior Securities.
|
Item 4.
|
Mine Safety Disclosures.
|
Item 5.
|
Other Information.
|
Item 6.
|
Exhibits.
|
No.
|
|
Exhibit
|
3.1
|
|
Restated Charter of the registrant (incorporated herein by reference to Exhibit 3 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 28, 1999 (File No. 0-22490))
|
3.2
|
|
Amended and Restated Bylaws of the registrant (incorporated herein by reference to Exhibit 3-1 to the registrant’s Current Report on Form 8-K filed with the Commission on July 6, 2009 (File No. 0-22490))
|
4.1
|
|
Form of Forward Air Corporation Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 to the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1998, filed with the Securities and Exchange Commission on November 16, 1998 (File No. 0-22490))
|
10.1
|
|
First Amendment to the Forward Air Corporation Amended and Restated Stock Option and Incentive Plan
|
10.2
|
|
Form of Nonqualified Stock Option Agreement under the registrant’s Amended and Restated Stock Option and Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 12, 2016 (File No. 0-22490))
|
10.3
|
|
Form of CEO Nonqualified Stock Option Agreement under the registrant’s Amended and Restated Stock Option and Incentive Plan (incorporated herein by reference to Exhibit 10.2 to the registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 12, 2016 (File No. 0-22490))
|
10.4
|
|
Form of Restricted Stock Agreement under the registrant’s Amended and Restated Stock Option and Incentive Plan (incorporated herein by reference to Exhibit 10.3 to the registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 12, 2016 (File No. 0-22490))
|
10.5
|
|
Form of CEO Restricted Stock Agreement under the registrant’s Amended and Restated Stock Option and Incentive Plan (incorporated herein by reference to Exhibit 10.4 to the registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 12, 2016 (File No. 0-22490))
|
10.6
|
|
Form of Performance Share Agreement under the registrant’s Amended and Restated Stock Option and Incentive Plan (incorporated herein by reference to Exhibit 10.5 to the registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 12, 2016 (File No. 0-22490))
|
10.7
|
|
Form of CEO Performance Share Agreement under the registrant’s Amended and Restated Stock Option and Incentive Plan (incorporated herein by reference to Exhibit 10.6 to the registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 12, 2016 (File No. 0-22490))
|
31.1
|
|
Certification of Chief Executive Officer Pursuant to Exchange Act Rule 13a-14(a) (17 CFR 240.13a-14(a))
|
31.2
|
|
Certification of Chief Financial Officer Pursuant to Exchange Act Rule 13a-14(a) (17 CFR 240.13a-14(a))
|
32.1
|
|
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
32.2
|
|
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
|
Forward Air Corporation
|
Date: April 27, 2016
|
By:
|
/s/ Rodney L. Bell
|
|
|
Rodney L. Bell
Chief Financial Officer, Senior Vice President and Treasurer
(Principal Financial Officer)
|
|
By:
|
/s/ Michael P. McLean
|
|
|
Michael P. McLean
Chief Accounting Officer, Vice President and Controller
(Principal Accounting Officer)
|
No.
|
|
Exhibit
|
3.1
|
|
Restated Charter of the registrant (incorporated herein by reference to Exhibit 3 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 28, 1999 (File No. 0-22490))
|
3.2
|
|
Amended and Restated Bylaws of the registrant (incorporated herein by reference to Exhibit 3-1 to the registrant’s Current Report on Form 8-K filed with the Commission on July 6, 2009 (File No. 0-22490))
|
4.1
|
|
Form of Forward Air Corporation Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 to the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1998, filed with the Securities and Exchange Commission on November 16, 1998 (File No. 0-22490))
|
10.1
|
|
First Amendment to the Forward Air Corporation Amended and Restated Stock Option and Incentive Plan
|
10.2
|
|
Form of Nonqualified Stock Option Agreement under the registrant’s Amended and Restated Stock Option and Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 12, 2016 (File No. 0-22490))
|
10.3
|
|
Form of CEO Nonqualified Stock Option Agreement under the registrant’s Amended and Restated Stock Option and Incentive Plan (incorporated herein by reference to Exhibit 10.2 to the registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 12, 2016 (File No. 0-22490))
|
10.4
|
|
Form of Restricted Stock Agreement under the registrant’s Amended and Restated Stock Option and Incentive Plan (incorporated herein by reference to Exhibit 10.3 to the registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 12, 2016 (File No. 0-22490))
|
10.5
|
|
Form of CEO Restricted Stock Agreement under the registrant’s Amended and Restated Stock Option and Incentive Plan (incorporated herein by reference to Exhibit 10.4 to the registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 12, 2016 (File No. 0-22490))
|
10.6
|
|
Form of Performance Share Agreement under the registrant’s Amended and Restated Stock Option and Incentive Plan (incorporated herein by reference to Exhibit 10.5 to the registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 12, 2016 (File No. 0-22490))
|
10.7
|
|
Form of CEO Performance Share Agreement under the registrant’s Amended and Restated Stock Option and Incentive Plan (incorporated herein by reference to Exhibit 10.6 to the registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 12, 2016 (File No. 0-22490))
|
31.1
|
|
Certification of Chief Executive Officer Pursuant to Exchange Act Rule 13a-14(a) (17 CFR 240.13a-14(a))
|
31.2
|
|
Certification of Chief Financial Officer Pursuant to Exchange Act Rule 13a-14(a) (17 CFR 240.13a-14(a))
|
32.1
|
|
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
32.2
|
|
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
1.
|
Section 11(c)
of the Plan is hereby deleted in its entirety and replaced with the following:
|
2.
|
Except as set forth in this Amendment, the Plan shall be unaffected hereby and shall remain in full force and effect.
|
1
|
I have reviewed this quarterly report on Form 10-Q for the quarter ended March 31, 2016 of Forward Air Corporation;
|
2
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
5
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
Date: April 27, 2016
|
|
|
|
|
/s/ Bruce A. Campbell
|
|
|
Bruce A. Campbell
Chairman, President and Chief Executive Officer
|
1
|
I have reviewed this quarterly report on Form 10-Q for the quarter ended March 31, 2016 of Forward Air Corporation;
|
2
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
5
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
Date: April 27, 2016
|
|
|
|
|
/s/ Rodney L. Bell
|
|
|
Rodney L. Bell
Chief Financial Officer, Senior Vice President and Treasurer
|
1
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: April 27, 2016
|
|
|
/s/ Bruce A. Campbell
|
|
Bruce A. Campbell
Chairman, President and Chief Executive Officer
|
1
|
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2
|
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: April 27, 2016
|
|
|
/s/ Rodney L. Bell
|
|
Rodney L. Bell
Chief Financial Officer, Senior Vice President and Treasurer
|