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)
|
Large accelerated filer
x
|
Accelerated filer
o
|
Non-accelerated filer
o
|
Smaller reporting company
o
|
Emerging growth 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,
2017 |
|
March 31,
2016 |
||||
Operating revenue
|
$
|
246,982
|
|
|
$
|
229,549
|
|
|
|
|
|
||||
Operating expenses:
|
|
|
|
||||
Purchased transportation
|
103,083
|
|
|
96,476
|
|
||
Salaries, wages and employee benefits
|
61,998
|
|
|
58,678
|
|
||
Operating leases
|
15,601
|
|
|
13,868
|
|
||
Depreciation and amortization
|
10,033
|
|
|
9,668
|
|
||
Insurance and claims
|
5,806
|
|
|
5,395
|
|
||
Fuel expense
|
3,680
|
|
|
2,961
|
|
||
Other operating expenses
|
23,592
|
|
|
21,098
|
|
||
Total operating expenses
|
223,793
|
|
|
208,144
|
|
||
Income from operations
|
23,189
|
|
|
21,405
|
|
||
|
|
|
|
||||
Other income (expense):
|
|
|
|
||||
Interest expense
|
(282
|
)
|
|
(553
|
)
|
||
Other, net
|
(26
|
)
|
|
(29
|
)
|
||
Total other income (expense)
|
(308
|
)
|
|
(582
|
)
|
||
Income before income taxes
|
22,881
|
|
|
20,823
|
|
||
Income tax expense
|
8,638
|
|
|
7,724
|
|
||
Net income and comprehensive income
|
$
|
14,243
|
|
|
$
|
13,099
|
|
|
|
|
|
||||
Net income per share:
|
|
|
|
||||
Basic
|
$
|
0.47
|
|
|
$
|
0.43
|
|
Diluted
|
$
|
0.47
|
|
|
$
|
0.43
|
|
|
|
|
|
||||
Dividends per share:
|
$
|
0.15
|
|
|
$
|
0.12
|
|
Forward Air Corporation
|
|||||||
Condensed Consolidated Statements of Cash Flows
|
|||||||
(In thousands)
|
|||||||
(Unaudited)
|
|||||||
|
|
||||||
|
Three months ended
|
||||||
|
March 31,
2017 |
|
March 31,
2016 |
||||
|
|
||||||
Operating activities:
|
|
|
|
||||
Net income
|
$
|
14,243
|
|
|
$
|
13,099
|
|
Adjustments to reconcile net income to net cash provided by operating activities
|
|
|
|
||||
Depreciation and amortization
|
10,033
|
|
|
9,668
|
|
||
Share-based compensation
|
1,962
|
|
|
1,952
|
|
||
Loss on disposal of property and equipment
|
488
|
|
|
93
|
|
||
Provision for loss (recovery) on receivables
|
22
|
|
|
(196
|
)
|
||
Provision for revenue adjustments
|
718
|
|
|
799
|
|
||
Deferred income tax
|
(85
|
)
|
|
5,031
|
|
||
Excess tax benefit for stock options exercised
|
—
|
|
|
(38
|
)
|
||
Changes in operating assets and liabilities
|
|
|
|
||||
Accounts receivable
|
(611
|
)
|
|
4,245
|
|
||
Other current assets
|
2,153
|
|
|
2,582
|
|
||
Accounts payable and accrued expenses
|
8,137
|
|
|
206
|
|
||
Net cash provided by operating activities
|
37,060
|
|
|
37,441
|
|
||
|
|
|
|
||||
Investing activities:
|
|
|
|
||||
Proceeds from disposal of property and equipment
|
790
|
|
|
155
|
|
||
Purchases of property and equipment
|
(2,652
|
)
|
|
(2,688
|
)
|
||
Acquisition of business, net of cash acquired
|
—
|
|
|
(1,700
|
)
|
||
Other
|
129
|
|
|
22
|
|
||
Net cash used in investing activities
|
(1,733
|
)
|
|
(4,211
|
)
|
||
|
|
|
|
||||
Financing activities:
|
|
|
|
||||
Payments of debt and capital lease obligations
|
(27,857
|
)
|
|
(13,969
|
)
|
||
Proceeds from senior credit facility
|
13,000
|
|
|
—
|
|
||
Proceeds from exercise of stock options
|
1,524
|
|
|
881
|
|
||
Payments of cash dividends
|
(4,539
|
)
|
|
(3,678
|
)
|
||
Repurchase of common stock (repurchase program)
|
(9,996
|
)
|
|
(9,995
|
)
|
||
Excess tax benefit for stock options exercised
|
—
|
|
|
38
|
|
||
Cash settlement of share-based awards for tax withholdings
|
(1,635
|
)
|
|
(1,782
|
)
|
||
Net cash used in financing activities
|
(29,503
|
)
|
|
(28,505
|
)
|
||
Net increase in cash
|
5,824
|
|
|
4,725
|
|
||
Cash at beginning of period
|
8,511
|
|
|
33,312
|
|
||
Cash at end of period
|
$
|
14,335
|
|
|
$
|
38,037
|
|
|
Triumph & Ace
|
||
|
2016
|
||
Tangible assets:
|
|
|
|
Property and equipment
|
$
|
1,294
|
|
Total tangible assets
|
1,294
|
|
|
Intangible assets:
|
|
|
|
Non-compete agreements
|
139
|
|
|
Customer relationships
|
5,335
|
|
|
Goodwill
|
6,282
|
|
|
Total intangible assets
|
11,756
|
|
|
Total assets acquired
|
13,050
|
|
|
|
|
||
Liabilities assumed:
|
|
||
Other liabilities
|
1,250
|
|
|
Total liabilities assumed
|
1,250
|
|
|
Net assets acquired
|
$
|
11,800
|
|
|
Useful Lives
|
|
Triumph & Ace
|
Customer relationships
|
15 years
|
Non-compete agreements
|
5 years
|
|
Expedited LTL
|
|
TLS
|
|
Pool Distribution
|
|
Intermodal
|
|
Total
|
||||||||||||||||||||||
|
|
Accumulated
|
|
|
Accumulated
|
|
|
Accumulated
|
|
|
Accumulated
|
|
|
||||||||||||||||||
|
Goodwill
|
Impairment
|
|
Goodwill
|
Impairment
|
|
Goodwill
|
Impairment
|
|
Goodwill
|
Impairment
|
|
Net
|
||||||||||||||||||
Ending balance, March 31, 2017
|
$
|
97,593
|
|
$
|
—
|
|
|
$
|
45,164
|
|
$
|
(25,686
|
)
|
|
$
|
12,359
|
|
$
|
(6,953
|
)
|
|
$
|
62,198
|
|
$
|
—
|
|
|
$
|
184,675
|
|
|
|
|
|
||||
|
Three months ended
|
||||||
|
March 31,
2017 |
|
March 31,
2016 |
||||
Expected dividend yield
|
1.3
|
%
|
|
1.0
|
%
|
||
Expected stock price volatility
|
28.7
|
%
|
|
29.0
|
%
|
||
Weighted average risk-free interest rate
|
2.0
|
%
|
|
1.3
|
%
|
||
Expected life of options (years)
|
6.0
|
|
|
6.0
|
|
||
Weighted average grant date fair value
|
$
|
13
|
|
|
$
|
12
|
|
|
|
|
|
|
Three months ended March 31, 2017
|
|||||||||||
|
|
|
|
|
|
|
Weighted-
|
|||||
|
|
|
Weighted-
|
|
Aggregate
|
|
Average
|
|||||
|
|
|
Average
|
|
Intrinsic
|
|
Remaining
|
|||||
|
Options
|
|
Exercise
|
|
Value
|
|
Contractual
|
|||||
|
(000)
|
|
Price
|
|
(000)
|
|
Term
|
|||||
Outstanding at December 31, 2016
|
564
|
|
|
$
|
41
|
|
|
|
|
|
||
Granted
|
118
|
|
|
48
|
|
|
|
|
|
|||
Exercised
|
(47
|
)
|
|
32
|
|
|
|
|
|
|||
Forfeited
|
(13
|
)
|
|
46
|
|
|
|
|
|
|||
Outstanding at March 31, 2017
|
622
|
|
|
$
|
42
|
|
|
$
|
3,765
|
|
|
4.4
|
Exercisable at March 31, 2017
|
381
|
|
|
$
|
40
|
|
|
$
|
3,334
|
|
|
3.2
|
|
Three months ended
|
||||||
|
March 31,
2017 |
|
March 31,
2016 |
||||
Share-based compensation for options
|
$
|
363
|
|
|
$
|
348
|
|
Tax benefit for option compensation
|
$
|
134
|
|
|
$
|
129
|
|
Unrecognized compensation cost for options, net of estimated forfeitures
|
$
|
2,683
|
|
|
$
|
2,789
|
|
Weighted average period over which unrecognized compensation will be recognized (years)
|
2.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2017
|
|||||||||
|
|
|
Weighted-
|
|
Aggregate
|
|||||
|
Non-vested
|
|
Average
|
|
Grant Date
|
|||||
|
Shares
|
|
Grant Date
|
|
Fair Value
|
|||||
|
(000)
|
|
Fair Value
|
|
(000)
|
|||||
Outstanding and non-vested at December 31, 2016
|
222
|
|
|
$
|
45
|
|
|
|
||
Granted
|
126
|
|
|
48
|
|
|
|
|||
Vested
|
(101
|
)
|
|
45
|
|
|
|
|||
Forfeited
|
(5
|
)
|
|
46
|
|
|
|
|||
Outstanding and non-vested at March 31, 2017
|
242
|
|
|
$
|
47
|
|
|
$
|
11,320
|
|
|
Three months ended
|
||||||
|
March 31,
2017 |
|
March 31,
2016 |
||||
Share-based compensation for non-vested shares
|
$
|
1,246
|
|
|
$
|
1,082
|
|
Tax benefit for non-vested share compensation
|
$
|
459
|
|
|
$
|
403
|
|
Unrecognized compensation cost for non-vested shares, net of estimated forfeitures
|
$
|
10,470
|
|
|
$
|
9,363
|
|
Weighted average period over which unrecognized compensation will be recognized (years)
|
2.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
||||
|
March 31,
2017 |
|
March 31,
2016 |
||
Expected stock price volatility
|
24.7
|
%
|
|
22.3
|
%
|
Weighted average risk-free interest rate
|
1.4
|
%
|
|
0.8
|
%
|
|
Three months ended March 31, 2017
|
|||||||||
|
|
|
Weighted-
|
|
Aggregate
|
|||||
|
Performance
|
|
Average
|
|
Grant Date
|
|||||
|
Shares
|
|
Grant Date
|
|
Fair Value
|
|||||
|
(000)
|
|
Fair Value
|
|
(000)
|
|||||
Outstanding and non-vested at December 31, 2016
|
80
|
|
|
$
|
55
|
|
|
|
||
Granted
|
25
|
|
|
56
|
|
|
|
|||
Forfeited
|
(29
|
)
|
|
$
|
50
|
|
|
|
||
Outstanding and non-vested at March 31, 2017
|
76
|
|
|
$
|
57
|
|
|
$
|
4,327
|
|
|
Three months ended
|
||||||
|
March 31,
2017 |
|
March 31,
2016 |
||||
Share-based compensation for performance shares
|
$
|
184
|
|
|
$
|
351
|
|
Tax benefit for performance share compensation
|
$
|
68
|
|
|
$
|
131
|
|
Unrecognized compensation cost for performance shares, net of estimated forfeitures
|
$
|
2,612
|
|
|
$
|
2,805
|
|
Weighted average period over which unrecognized compensation will be recognized (years)
|
2.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2017
|
|||||||||
|
|
|
Weighted-
|
|
Aggregate
|
|||||
|
Non-vested
|
|
Average
|
|
Grant Date
|
|||||
|
Shares
|
|
Grant Date
|
|
Fair Value
|
|||||
|
(000)
|
|
Fair Value
|
|
(000)
|
|||||
Outstanding and non-vested at December 31, 2016
|
16
|
|
|
$
|
44
|
|
|
|
||
Granted
|
—
|
|
|
—
|
|
|
|
|||
Vested
|
—
|
|
|
—
|
|
|
|
|||
Outstanding and non-vested at March 31, 2017
|
16
|
|
|
$
|
44
|
|
|
$
|
688
|
|
|
Three months ended
|
||||||
|
March 31,
2017 |
|
March 31,
2016 |
||||
Share-based compensation for non-vested shares
|
$
|
169
|
|
|
$
|
171
|
|
Tax benefit for non-vested share compensation
|
$
|
63
|
|
|
$
|
64
|
|
Unrecognized compensation cost for non-vested shares, net of estimated forfeitures
|
$
|
77
|
|
|
$
|
114
|
|
Weighted average period over which unrecognized compensation will be recognized (years)
|
0.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
||||||
|
|
March 31,
2017 |
|
March 31,
2016 |
||||
Numerator:
|
|
|
|
|
||||
Net income and comprehensive income
|
|
$
|
14,243
|
|
|
$
|
13,099
|
|
Income allocated to participating securities
|
|
(119
|
)
|
|
(64
|
)
|
||
Numerator for basic and diluted income per share - net income
|
|
$
|
14,124
|
|
|
$
|
13,035
|
|
Denominator (in thousands):
|
|
|
|
|
|
|
||
Denominator for basic income per share - weighted-average shares
|
|
29,998
|
|
|
30,420
|
|
||
Effect of dilutive stock options (in thousands)
|
|
75
|
|
|
165
|
|
||
Effect of dilutive performance shares (in thousands)
|
|
33
|
|
|
40
|
|
||
Denominator for diluted income per share - adjusted weighted-average shares
|
|
30,106
|
|
|
30,625
|
|
||
Basic net income per share
|
|
$
|
0.47
|
|
|
$
|
0.43
|
|
Diluted net income per share
|
|
$
|
0.47
|
|
|
$
|
0.43
|
|
|
March 31,
2017 |
|
March 31,
2016 |
||
Anti-dilutive stock options (in thousands)
|
282
|
|
|
275
|
|
Anti-dilutive performance shares (in thousands)
|
15
|
|
|
44
|
|
Anti-dilutive non-vested shares and deferred stock units (in thousands)
|
—
|
|
|
73
|
|
Total anti-dilutive shares (in thousands)
|
297
|
|
|
392
|
|
|
|
March 31, 2017
|
||||||
|
|
Carrying Value
|
|
Fair Value
|
||||
Capital leases
|
|
$
|
987
|
|
|
$
|
1,058
|
|
|
|
Three months ended March 31, 2017
|
||||||||||||||||||||||
|
|
Expedited LTL
|
|
Truckload Premium
|
|
Pool Distribution
|
|
Intermodal
|
|
Eliminations & other
|
|
Consolidated
|
||||||||||||
External revenues
|
|
$
|
140,012
|
|
|
$
|
40,937
|
|
|
$
|
37,753
|
|
|
$
|
28,280
|
|
|
$
|
—
|
|
|
$
|
246,982
|
|
Intersegment revenues
|
|
586
|
|
|
848
|
|
|
70
|
|
|
11
|
|
|
(1,515
|
)
|
|
—
|
|
||||||
Depreciation and amortization
|
|
5,563
|
|
|
1,558
|
|
|
1,802
|
|
|
1,110
|
|
|
—
|
|
|
10,033
|
|
||||||
Share-based compensation expense
|
|
1,645
|
|
|
95
|
|
|
88
|
|
|
134
|
|
|
—
|
|
|
1,962
|
|
||||||
Interest expense
|
|
1
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
270
|
|
|
282
|
|
||||||
Income (loss) from operations
|
|
18,400
|
|
|
1,704
|
|
|
1,367
|
|
|
2,580
|
|
|
(862
|
)
|
|
23,189
|
|
||||||
Total assets
|
|
630,959
|
|
|
55,523
|
|
|
50,120
|
|
|
131,801
|
|
|
(232,535
|
)
|
|
635,868
|
|
||||||
Capital expenditures
|
|
2,511
|
|
|
6
|
|
|
83
|
|
|
52
|
|
|
—
|
|
|
2,652
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
Three months ended March 31, 2016
|
||||||||||||||||||||||
|
|
Expedited LTL
|
|
Truckload Premium
|
|
Pool Distribution
|
|
Intermodal
|
|
Eliminations & other
|
|
Consolidated
|
||||||||||||
External revenues
|
|
$
|
133,524
|
|
|
$
|
38,415
|
|
|
$
|
33,057
|
|
|
$
|
24,553
|
|
|
$
|
—
|
|
|
$
|
229,549
|
|
Intersegment revenues
|
|
855
|
|
|
205
|
|
|
135
|
|
|
71
|
|
|
(1,266
|
)
|
|
—
|
|
||||||
Depreciation and amortization
|
|
5,531
|
|
|
1,749
|
|
|
1,497
|
|
|
891
|
|
|
—
|
|
|
9,668
|
|
||||||
Share-based compensation expense
|
|
1,724
|
|
|
51
|
|
|
81
|
|
|
96
|
|
|
—
|
|
|
1,952
|
|
||||||
Interest expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
36
|
|
|
517
|
|
|
553
|
|
||||||
Income (loss) from operations
|
|
17,084
|
|
|
1,565
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item 2.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations.
|
|
Three months ended March 31
|
|||||||||||||
|
2017
|
|
2016
|
|
Change
|
|
Percent Change
|
|||||||
Operating revenue:
|
|
|
|
|
|
|
|
|||||||
Expedited LTL
|
$
|
140.6
|
|
|
$
|
134.4
|
|
|
$
|
6.2
|
|
|
4.6
|
%
|
Truckload Premium Services
|
41.8
|
|
|
38.6
|
|
|
3.2
|
|
|
8.3
|
|
|||
Pool Distribution
|
37.8
|
|
|
33.2
|
|
|
4.6
|
|
|
13.9
|
|
|||
Intermodal
|
28.3
|
|
|
24.6
|
|
|
3.7
|
|
|
15.0
|
|
|||
Eliminations and other operations
|
(1.5
|
)
|
|
(1.3
|
)
|
|
(0.2
|
)
|
|
15.4
|
|
|||
Operating revenue
|
247.0
|
|
|
229.5
|
|
|
17.5
|
|
|
7.6
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|||||||
Purchased transportation
|
103.1
|
|
|
96.5
|
|
|
6.6
|
|
|
6.8
|
|
|||
Salaries, wages, and employee benefits
|
62.0
|
|
|
58.7
|
|
|
3.3
|
|
|
5.6
|
|
|||
Operating leases
|
15.6
|
|
|
13.8
|
|
|
1.8
|
|
|
13.0
|
|
|||
Depreciation and amortization
|
10.0
|
|
|
9.7
|
|
|
0.3
|
|
|
3.1
|
|
|||
Insurance and claims
|
5.8
|
|
|
5.4
|
|
|
0.4
|
|
|
7.4
|
|
|||
Fuel expense
|
3.7
|
|
|
2.9
|
|
|
0.8
|
|
|
27.6
|
|
|||
Other operating expenses
|
23.6
|
|
|
21.1
|
|
|
2.5
|
|
|
11.8
|
|
|||
Total operating expenses
|
223.8
|
|
|
208.1
|
|
|
15.7
|
|
|
7.5
|
|
|||
Income from operations:
|
|
|
|
|
|
|
|
|||||||
Expedited LTL
|
18.4
|
|
|
17.1
|
|
|
1.3
|
|
|
7.6
|
|
|||
Truckload Premium Services
|
1.7
|
|
|
1.6
|
|
|
0.1
|
|
|
6.3
|
|
|||
Pool Distribution
|
1.4
|
|
|
0.1
|
|
|
1.3
|
|
|
1,300.0
|
|
|||
Intermodal
|
2.6
|
|
|
2.4
|
|
|
0.2
|
|
|
8.3
|
|
|||
Other operations
|
(0.9
|
)
|
|
0.2
|
|
|
(1.1
|
)
|
|
(550.0
|
)
|
|||
Income from operations
|
23.2
|
|
|
21.4
|
|
|
1.8
|
|
|
8.4
|
|
|||
Other expense:
|
|
|
|
|
|
|
|
|||||||
Interest expense
|
(0.3
|
)
|
|
(0.6
|
)
|
|
0.3
|
|
|
(50.0
|
)
|
|||
Total other expense
|
(0.3
|
)
|
|
(0.6
|
)
|
|
0.3
|
|
|
(50.0
|
)
|
|||
Income before income taxes
|
22.9
|
|
|
20.8
|
|
|
2.1
|
|
|
10.1
|
|
|||
Income taxes
|
8.7
|
|
|
7.7
|
|
|
1.0
|
|
|
13.0
|
|
|||
Net income
|
$
|
14.2
|
|
|
$
|
13.1
|
|
|
$
|
1.1
|
|
|
8.4
|
%
|
Expedited LTL Segment Information
|
||||||||||||||||||||
(In millions)
|
||||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Three months ended
|
|||||||||||||||||||
|
March 31,
|
|
Percent of
|
|
March 31,
|
|
Percent of
|
|
|
|
Percent
|
|||||||||
|
2017
|
|
Revenue
|
|
2016
|
|
Revenue
|
|
Change
|
|
Change
|
|||||||||
Operating revenue
|
$
|
140.6
|
|
|
100.0
|
%
|
|
$
|
134.4
|
|
|
100.0
|
%
|
|
$
|
6.2
|
|
|
4.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Purchased transportation
|
55.4
|
|
|
39.4
|
|
|
53.5
|
|
|
39.8
|
|
|
1.9
|
|
|
3.6
|
|
|||
Salaries, wages and employee benefits
|
34.9
|
|
|
24.8
|
|
|
34.9
|
|
|
26.0
|
|
|
—
|
|
|
—
|
|
|||
Operating leases
|
9.2
|
|
|
6.5
|
|
|
8.0
|
|
|
5.9
|
|
|
1.2
|
|
|
15.0
|
|
|||
Depreciation and amortization
|
5.6
|
|
|
4.0
|
|
|
5.5
|
|
|
4.1
|
|
|
0.1
|
|
|
1.8
|
|
|||
Insurance and claims
|
2.9
|
|
|
2.1
|
|
|
2.8
|
|
|
2.1
|
|
|
0.1
|
|
|
3.6
|
|
|||
Fuel expense
|
0.9
|
|
|
0.6
|
|
|
0.7
|
|
|
0.5
|
|
|
0.2
|
|
|
28.6
|
|
|||
Other operating expenses
|
13.3
|
|
|
9.5
|
|
|
11.9
|
|
|
8.9
|
|
|
1.4
|
|
|
11.8
|
|
|||
Total operating expenses
|
122.2
|
|
|
86.9
|
|
|
117.3
|
|
|
87.3
|
|
|
4.9
|
|
|
4.2
|
|
|||
Income from operations
|
$
|
18.4
|
|
|
13.1
|
%
|
|
$
|
17.1
|
|
|
12.7
|
%
|
|
$
|
1.3
|
|
|
7.6
|
%
|
Truckload Premium Services Segment Information
|
||||||||||||||||||||
(In millions)
|
||||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Three months ended
|
|||||||||||||||||||
|
March 31,
|
|
Percent of
|
|
March 31,
|
|
Percent of
|
|
|
|
Percent
|
|||||||||
|
2017
|
|
Revenue
|
|
2016
|
|
Revenue
|
|
Change
|
|
Change
|
|||||||||
Operating revenue
|
$
|
41.8
|
|
|
100.0
|
%
|
|
$
|
38.6
|
|
|
100.0
|
%
|
|
$
|
3.2
|
|
|
8.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Purchased transportation
|
29.3
|
|
|
70.1
|
|
|
26.5
|
|
|
68.6
|
|
|
2.8
|
|
|
10.6
|
|
|||
Salaries, wages and employee benefits
|
5.2
|
|
|
12.4
|
|
|
5.0
|
|
|
13.0
|
|
|
0.2
|
|
|
4.0
|
|
|||
Operating leases
|
0.1
|
|
|
0.3
|
|
|
0.1
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|||
Depreciation and amortization
|
1.5
|
|
|
3.6
|
|
|
1.7
|
|
|
4.4
|
|
|
(0.2
|
)
|
|
(11.8
|
)
|
|||
Insurance and claims
|
1.1
|
|
|
2.6
|
|
|
0.9
|
|
|
2.3
|
|
|
0.2
|
|
|
22.2
|
|
|||
Fuel expense
|
0.8
|
|
|
1.9
|
|
|
0.6
|
|
|
1.6
|
|
|
0.2
|
|
|
33.3
|
|
|||
Other operating expenses
|
2.1
|
|
|
5.0
|
|
|
2.2
|
|
|
5.7
|
|
|
(0.1
|
)
|
|
(4.5
|
)
|
|||
Total operating expenses
|
40.1
|
|
|
95.9
|
|
|
37.0
|
|
|
95.9
|
|
|
3.1
|
|
|
8.4
|
|
|||
Income from operations
|
$
|
1.7
|
|
|
4.1
|
%
|
|
$
|
1.6
|
|
|
4.1
|
%
|
|
$
|
0.1
|
|
|
6.3
|
%
|
Pool Distribution Segment Information
|
||||||||||||||||||||
(In millions)
|
||||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Three months ended
|
|||||||||||||||||||
|
March 31,
|
|
Percent of
|
|
March 31,
|
|
Percent of
|
|
|
|
Percent
|
|||||||||
|
2017
|
|
Revenue
|
|
2016
|
|
Revenue
|
|
Change
|
|
Change
|
|||||||||
Operating revenue
|
$
|
37.8
|
|
|
100.0
|
%
|
|
$
|
33.2
|
|
|
100.0
|
%
|
|
$
|
4.6
|
|
|
13.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Purchased transportation
|
9.9
|
|
|
26.2
|
|
|
8.9
|
|
|
26.8
|
|
|
1.0
|
|
|
11.2
|
|
|||
Salaries, wages and employee benefits
|
14.4
|
|
|
38.1
|
|
|
12.7
|
|
|
38.3
|
|
|
1.7
|
|
|
13.4
|
|
|||
Operating leases
|
3.2
|
|
|
8.5
|
|
|
2.9
|
|
|
8.7
|
|
|
0.3
|
|
|
10.3
|
|
|||
Depreciation and amortization
|
1.8
|
|
|
4.7
|
|
|
1.5
|
|
|
4.5
|
|
|
0.3
|
|
|
20.0
|
|
|||
Insurance and claims
|
1.0
|
|
|
2.6
|
|
|
1.2
|
|
|
3.6
|
|
|
(0.2
|
)
|
|
(16.7
|
)
|
|||
Fuel expense
|
1.2
|
|
|
3.2
|
|
|
1.0
|
|
|
3.0
|
|
|
0.2
|
|
|
20.0
|
|
|||
Other operating expenses
|
4.9
|
|
|
13.0
|
|
|
4.9
|
|
|
14.8
|
|
|
—
|
|
|
—
|
|
|||
Total operating expenses
|
36.4
|
|
|
96.3
|
|
|
33.1
|
|
|
99.7
|
|
|
3.3
|
|
|
10.0
|
|
|||
Income from operations
|
$
|
1.4
|
|
|
3.7
|
%
|
|
$
|
0.1
|
|
|
0.3
|
%
|
|
$
|
1.3
|
|
|
1,300.0
|
%
|
Intermodal Segment Information
|
||||||||||||||||||||
(In millions)
|
||||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Three months ended
|
|||||||||||||||||||
|
March 31,
|
|
Percent of
|
|
March 31,
|
|
Percent of
|
|
|
|
Percent
|
|||||||||
|
2017
|
|
Revenue
|
|
2016
|
|
Revenue
|
|
Change
|
|
Change
|
|||||||||
Operating revenue
|
$
|
28.3
|
|
|
100.0
|
%
|
|
$
|
24.6
|
|
|
100.0
|
%
|
|
$
|
3.7
|
|
|
15.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Purchased transportation
|
9.7
|
|
|
34.3
|
|
|
8.4
|
|
|
34.1
|
|
|
1.3
|
|
|
15.5
|
|
|||
Salaries, wages and employee benefits
|
6.7
|
|
|
23.7
|
|
|
6.0
|
|
|
24.4
|
|
|
0.7
|
|
|
11.7
|
|
|||
Operating leases
|
3.1
|
|
|
10.9
|
|
|
3.0
|
|
|
12.2
|
|
|
0.1
|
|
|
3.3
|
|
|||
Depreciation and amortization
|
1.1
|
|
|
3.9
|
|
|
0.9
|
|
|
3.7
|
|
|
0.2
|
|
|
22.2
|
|
|||
Insurance and claims
|
0.8
|
|
|
2.8
|
|
|
0.8
|
|
|
3.2
|
|
|
—
|
|
|
—
|
|
|||
Fuel expense
|
0.7
|
|
|
2.5
|
|
|
0.6
|
|
|
2.4
|
|
|
0.1
|
|
|
16.7
|
|
|||
Other operating expenses
|
3.6
|
|
|
12.7
|
|
|
2.5
|
|
|
10.2
|
|
|
1.1
|
|
|
44.0
|
|
|||
Total operating expenses
|
25.7
|
|
|
90.8
|
|
|
22.2
|
|
|
90.2
|
|
|
3.5
|
|
|
15.8
|
|
|||
Income from operations
|
$
|
2.6
|
|
|
9.2
|
%
|
|
$
|
2.4
|
|
|
9.8
|
%
|
|
$
|
0.2
|
|
|
8.3
|
%
|
|
LTL
|
|
Pool Distribution
|
|
TQI
|
|||
Discount rate
|
12.5
|
%
|
|
17.0
|
%
|
|
14.5
|
%
|
Long-term growth rate
|
5.0
|
%
|
|
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 2016 Program
|
|
Maximum Number of Shares that May Yet Be Purchased Under the Program
|
|||||
January 1-31, 2017
|
|
204,809
|
|
|
$
|
49
|
|
|
204,809
|
|
|
2,561,675
|
|
February 1-28, 2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
March 1-31, 2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
204,809
|
|
|
$
|
49
|
|
|
204,809
|
|
|
2,561,675
|
|
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
|
|
Form of Performance Share Agreement under registrant's 2016 Omnibus Compensation Plan
|
10.2
|
|
Executive Mortgage Assistance Agreement, dated January 23, 2017, by and between the registrant and Michael J. Morris
|
10.3
|
|
Severance Agreement, dated March 24, 2017, by and between the registrant and Rodney L. Bell
|
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, 2017
|
By:
|
/s/ Michael J. Morris
|
|
|
Michael J. Morris
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
|
|
Form of Performance Share Agreement under registrant's 2016 Omnibus Compensation Plan
|
10.2
|
|
Executive Mortgage Assistance Agreement, dated January 23, 2017, by and between the registrant and Michael J. Morris
|
10.3
|
|
Severance Agreement, dated March 24, 2017, by and between the registrant and Rodney L. Bell
|
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
|
Participant:
|
________________
|
Employee ID:
|
|
Grant Date:
|
________________
|
Grant No.:
|
|
Target Number of Performance Shares:
|
[_______________], subject to adjustment as provided by the Agreement.
|
||
Maximum Number of Performance Shares:
|
[_______________], subject to adjustment as provided by the Agreement.
|
||
Performance Metric:
|
Percentile Ranking of Total Shareholder Return within Peer Group
|
||
Performance Period:
|
Three-year period beginning on the January 1
st
that immediately precedes the Grant Date and ending on the December 31
st
that immediately precedes the third anniversary of the Grant Date (_________ - __________)
|
||
Performance Share Vesting Date:
|
The date that is 2½ months after the last day of the Performance Period, except as otherwise provided by the Agreement.
|
||
Vested Performance Shares:
|
Provided that the Participant’s Service has not terminated prior to the Performance Share Vesting Date, except as provided by the Agreement, on the Performance Share Vesting Date the number of Vested Performance Shares (not to exceed the Maximum Number of Performance Shares) shall be determined by multiplying the Target Number of Performance Shares by the TSR Multiplier (as defined by the Agreement).
|
||
Settlement Date:
|
The Performance Share Vesting Date, except as otherwise provided by the Agreement.
|
||
Recoupment Policy:
|
The Award shall be subject to the terms and conditions of such policy on the recoupment of incentive compensation as shall be adopted by the Company to implement the requirements of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.
|
ATTACHMENT:
|
Employee Performance Share Agreement
|
TSR Percentile Ranking
|
TSR Multiplier
|
90th percentile or higher
|
200%
|
70th percentile
|
150%
|
50th percentile
|
100%
|
25th percentile
|
50%
|
Below 25th percentile
|
0%
|
TSR Percentile Ranking
|
TSR Multiplier
|
90th percentile or higher
|
200%
|
70th percentile
|
150%
|
50th percentile
|
100%
|
25th percentile
|
50%
|
Below 25th percentile
|
0%
|
FORWARD AIR CORPORATION
|
|
EXECUTIVE
|
|
|
|
|
|
By:
|
/s/ Michael L. Hance
|
|
/s/ Michael J. Morris
|
|
Michael L. Hance
|
|
Michael J. Morris
|
Title:
|
SVP & CLO
|
|
|
1.
|
Payment of Accrued Wages, Vested Benefits, COBRA, and Amounts Otherwise Required by Law
. You and the Company acknowledge that all of your work and employment with the Company ends on the Retirement Date and that, regardless of whether you sign this Agreement:
|
a.
|
The Company shall pay your regular wages, less all applicable withholding and payroll taxes, for all hours worked through the Retirement Date, and this amount shall be paid no later than the first scheduled pay day following the Retirement Date.
|
b.
|
You shall be eligible for all fringe benefits in which you participated through the Retirement Date, and as otherwise provided pursuant to the terms of any applicable benefit plans. Your rights and interests in any equity awards granted to you by the Company will be controlled by the terms of the applicable equity plan and award agreement governing said awards. Accordingly, any stock options that are exercisable by you on the Retirement Date may be exercised for a period of 90 days from the Retirement Date. Any options not exercised during the afore-described 90-day period will be canceled and forfeited. Any shares of restricted stock awarded to you that are not vested on the Retirement Date will be immediately forfeited by you and transferred to the Company for no consideration. Your rights and interests in any unvested Performance Shares will be immediately forfeited on the Retirement Date and any awards of unvested Performance Shares will be canceled on the Retirement Date.
|
c.
|
You shall receive notice of your right to elect continued coverage under the Company’s group health care plan in accordance with the provisions of the Consolidated Omnibus Budget and
|
d.
|
The Company shall pay you any amounts otherwise required by law, less any applicable withholding and payroll taxes, no later than the first scheduled pay day following the Retirement Date.
|
e.
|
You hereby acknowledge and agree that you have delivered to the Company requests for any and all expenses incurred by you for which you believe you are entitled to reimbursement by the Company, and you hereby agree and acknowledge that you will not be entitled to reimbursement by the Company for any other expenses you incur or have incurred. Provided however, the Company, in its sole discretion, may reimburse you for any other usual and customary Company business expenses that are submitted for reimbursement in writing, with all necessary and supporting documentation, within 30 days of the Retirement Date.
|
2.
|
Severance and Consideration
. In addition to the amounts the Company shall pay you under Section 1 of this Agreement, as consideration for this Agreement, you will be entitled to the following items:
|
a.
|
An amount equal to your annual base salary of $367,110 determined as of the Retirement Date (the “Severance Payment”). The Severance Payment shall be paid in a single lump sum payment. The Severance Payment shall be made no more than 60 days after the Retirement Date, provided applicable conditions of Section 5 below have been satisfied.
|
b.
|
Your pro-rata annual incentive for the 2017 fiscal year in the amount of $68,830 (the Pro-rata Annual Incentive”). The Pro-rata Annual Incentive shall be paid in a single lump sum payment and shall be made no more than 60 days after the Retirement Date, provided applicable conditions of Section 5 below have been satisfied.
|
c.
|
As of the Retirement Date, you shall no longer be eligible to participate in the Company’s group health and dental plans as an active employee participant and your Retirement Date shall be considered a “qualifying event” for purposes of triggering your right to continue your group health and dental insurance pursuant to federal law. Subject to Section 5, you will be provided a lump sum payment of $16,300 (the “Healthcare Assistance Payment”) to assist with your premiums for continuation coverage under COBRA for you and your eligible dependents. The Healthcare Assistance Payment shall be made no more than 60 days after the Retirement Date, provided applicable conditions of Section 5 below have been satisfied.
|
d.
|
Subject to Section 5, for a period of one year measured from the Retirement Date, the Company shall provide outplacement services to you not to exceed $20,000 in value through an outplacement service provider reasonably selected by the Company.
|
3.
|
Termination of Benefits
. Except as stated in this Agreement, all other benefits, bonuses, and compensation end on the Retirement Date. However, this Agreement does not affect any existing vested rights that you may have in the Company’s 401(k) plan. Benefits provided under this Agreement are intended to be exempt from, or comply with, Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), which is the law that regulates severance pay. This Agreement shall be construed, administered, and governed in a manner that affects such intent, and the Company shall not take any action that would be inconsistent with such intent. Without
|
4.
|
Return of Property
. You agree to return immediately all Company property of any kind, including, without limitation, keys, documents, computer software and hardware, discs and media, and policy and procedures manuals.
|
5.
|
General Release and Restrictive Covenants Agreement Required
. Any and all amounts payable and benefits or additional rights provided pursuant to this Agreement other than the accrued obligations described in Section 1 shall only be payable if the following conditions are satisfied:
|
a.
|
within sixty (60) days following the Retirement Date, you timely deliver to the Company and do not revoke the general waiver and release of claims in favor of the Company and related parties (“Company Parties”) in substantially the form attached hereto as
Appendix A
, and the revocation period related to such general waiver and release has expired;
and
|
b.
|
within sixty (60) days following the Retirement Date, you timely deliver to the Company a signed Restrictive Covenants Agreement in substantially the form attached hereto as
Appendix B
.
|
6.
|
Recoupment Policy
. The payments and benefits provided under this Agreement shall be subject to recovery under the Company’s existing Recoupment Policy and you hereby expressly agree to be subject to the Recoupment Policy notwithstanding your termination of employment; provided that the Recoupment Policy shall be applied to you in the same manner as it is applied to the senior executives of the Company including the compensation subject to such recoupment.
|
7.
|
No Reinstatement Entitlement
.
You understand and agree that this Agreement contemplates and memorializes an unequivocal, complete, and final dissolution of your employment relationship with the Company, and that, therefore, you have no automatic right to be reinstated to employment with or rehired by the Company, and that in the future, the Company and its affiliated and related entities and their successors and assigns shall have no obligation to consider you for employment, although it may voluntarily choose to do so.
|
8.
|
Recoupment Upon Breach
. When permitted by applicable law, you agree that in the event that you breach any of your obligations under this Agreement, the Company is entitled to stop any of the payments or other consideration to be provided to you pursuant to this Agreement and to recover any payments or other consideration already paid you. This includes, when allowed by applicable
|
9.
|
No Admission of Wrongdoing
. It is agreed that neither you nor the Company, nor any of its officers, directors, or employees, make any admission of any failing or wrongdoing or violation of any local, state, or federal law by entering into this Agreement, and that the parties have entered into this Agreement simply to resolve your employment relationship in an amicable manner and to assist you as you transition to retirement. While considering this Agreement and at all times thereafter, both parties agree to act in a professional manner.
|
10.
|
Cooperation/Consulting
. You and the Company agree that certain matters in which you have been involved during your employment may necessitate your cooperation with the Company in the future. You agree, upon reasonable notice, to advise and assist the Company and its counsel in preparing such operational, financial, and other reports, or other filings and documents, as the Company may reasonably request, and otherwise cooperate with the Company and its affiliates with any request for information. You also agree to assist the Company and its counsel in prosecuting or defending against any litigation, complaints, or claims against or involving the Company or its affiliates. The Company shall pay your necessary travel costs and expenses in the event it requires you to assist it under this Section. In addition, subject to your availability and negotiation of a consulting agreement on terms acceptable to both you and the Company, you agree to provide from time to time as may be reasonably requested by the Chief Executive Officer (with approval of the Company’s Lead Independent Director) consulting services to the Company on a project basis.
|
11.
|
Entire Agreement
. You acknowledge and agree that this Agreement together with the General Release and Waiver attached hereto as Appendix A and the Restrictive Covenants Agreement attached hereto as Appendix B set forth the entire understanding between the parties concerning the matters discussed herein, that no promise or inducement has been offered to you to enter into this Agreement except as expressly set forth herein, that the provisions of this Agreement are severable such that if any part of the Agreement is found to be unenforceable, the other parts shall remain fully valid and enforceable, and that a court is authorized to amend the relevant provisions of the Agreement to carry out the intent of the parties to the extent legally permissible. Any employment security agreement or change in control agreement, employment agreement, severance agreement or other agreement, policy, or practice relating to severance benefits or monies to be
|
SIGNED:
|
/s/ Rodney L. Bell
|
|
DATED:
|
3/24/17
|
|
Rodney L. Bell
|
|
|
|
|
FORWARD AIR CORPORTATION
|
/s/ Rodney L. Bell
|
By:
/s/ Michael L. Hance
|
RODNEY L. BELL
|
Its:
SVP & CLO
|
1
|
I have reviewed this quarterly report on Form 10-Q for the quarter ended March 31, 2017 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, 2017
|
|
|
|
|
/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, 2017 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, 2017
|
|
|
|
|
/s/ Michael J. Morris
|
|
|
Michael J. Morris
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, 2017
|
|
|
/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, 2017
|
|
|
/s/ Michael J. Morris
|
|
Michael J. Morris
Chief Financial Officer, Senior Vice President and Treasurer
|