Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Jul. 20, 2015 | |
Entity Information [Line Items] | ||
Entity Registrant Name | FORWARD AIR CORP | |
Entity Central Index Key | 912,728 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 31,036,841 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2015 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash | $ 42,531 | $ 41,429 |
Accounts receivable, less allowance of $2,881 in 2015 and $2,563 in 2014 | 122,356 | 95,326 |
Other current assets | 28,455 | 13,200 |
Total current assets | 193,342 | 149,955 |
Property and equipment | 317,835 | 305,188 |
Less accumulated depreciation and amortization | 144,638 | 132,699 |
Total property and equipment, net | 173,197 | 172,489 |
Goodwill and other acquired intangibles: | ||
Goodwill | 206,530 | 144,412 |
Other acquired intangibles, net of accumulated amortization of $45,750 in 2015 and $40,307 in 2014 | 133,262 | 72,705 |
Total net goodwill and other acquired intangibles | 339,792 | 217,117 |
Other assets | 3,029 | 2,244 |
Total assets | 709,360 | 541,805 |
Current liabilities: | ||
Accounts payable | 27,616 | 20,572 |
Accrued expenses | 33,191 | 22,583 |
Current portion of debt and capital lease obligations | 55,906 | 276 |
Total current liabilities | 116,713 | 43,431 |
Long-term debt and capital lease obligations, less current portion | 56,926 | 1,275 |
Other long-term liabilities | 13,511 | 8,356 |
Deferred income taxes | 33,726 | 25,180 |
Shareholders' equity: | ||
Preferred stock | 0 | 0 |
Common stock, $0.01 par value: Authorized shares - 50,000,000, Issued and outstanding shares - 30,830,832 in 2015 and 30,255,182 in 2014 | 308 | 303 |
Additional paid-in capital | 150,812 | 130,107 |
Retained earnings | 337,364 | 333,153 |
Total shareholders' equity | 488,484 | 463,563 |
Total liabilities and shareholders' equity | $ 709,360 | $ 541,805 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) Parenthetical - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Accounts receivable, allowance | $ 2,881 | $ 2,563 |
Other acquired intangibles, accumulated amortization | $ 45,750 | $ 40,307 |
Shareholders' equity: | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized shares (in shares) | 50,000,000 | 50,000,000 |
Common stock, issued shares (in shares) | 30,830,832 | 30,255,182 |
Common stock, outstanding shares (in shares) | 30,830,832 | 30,255,182 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Operating revenue | $ 249,694 | $ 193,852 | $ 455,612 | $ 365,420 |
Operating expenses: | ||||
Purchased transportation | 107,482 | 82,834 | 196,819 | 156,385 |
Salaries, wages and employee benefits | 61,886 | 44,391 | 115,789 | 85,813 |
Operating leases | 18,277 | 8,165 | 34,033 | 16,516 |
Depreciation and amortization | 9,519 | 7,751 | 18,202 | 14,764 |
Insurance and claims | 6,240 | 3,104 | 11,371 | 7,231 |
Fuel expense | 4,188 | 5,172 | 8,208 | 9,977 |
Other operating expenses | 22,194 | 14,840 | 43,033 | 30,868 |
Total operating expenses | 229,786 | 166,257 | 427,455 | 321,554 |
Income from operations | 19,908 | 27,595 | 28,157 | 43,866 |
Other income (expense): | ||||
Interest expense | (570) | (101) | (934) | (183) |
Other, net | (89) | 112 | (138) | 198 |
Total other income (expense) | (659) | 11 | (1,072) | 15 |
Income before income taxes | 19,249 | 27,606 | 27,085 | 43,881 |
Income taxes | 7,425 | 10,428 | 10,425 | 16,502 |
Net income and comprehensive income | $ 11,824 | $ 17,178 | $ 16,660 | $ 27,379 |
Net income per share: | ||||
Basic (in dollars per share) | $ 0.38 | $ 0.56 | $ 0.54 | $ 0.89 |
Diluted (in dollars per share) | 0.38 | 0.55 | 0.53 | 0.87 |
Dividends per share (in dollars per share) | $ 0.12 | $ 0.12 | $ 0.24 | $ 0.24 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Operating activities: | ||
Net income | $ 16,660 | $ 27,379 |
Adjustments to reconcile net income to net cash provided by operating activities | ||
Depreciation and amortization | 18,202 | 14,764 |
Share-based compensation | 3,676 | 3,329 |
Gain on disposal of property and equipment | (33) | (112) |
Provision for loss (recovery) on receivables | 83 | (85) |
Provision for revenue adjustments | 1,842 | 1,250 |
Deferred income (benefit) tax | (498) | 1,573 |
Excess tax benefit for stock options exercised | (2,365) | (907) |
Changes in operating assets and liabilities | ||
Accounts receivable | (4,887) | (12,727) |
Prepaid expenses and other current assets | (3,210) | (2,429) |
Accounts payable and accrued expenses | (10,908) | 7,180 |
Net cash provided by operating activities | 18,562 | 39,215 |
Investing activities: | ||
Proceeds from disposal of property and equipment | 623 | 462 |
Purchases of property and equipment | (11,962) | (33,420) |
Acquisition of business, net of cash acquired | (62,375) | (82,997) |
Other | (68) | (194) |
Net cash used in investing activities | (73,782) | (116,149) |
Financing activities: | ||
Proceeds from term loan | 125,000 | 0 |
Payments of debt and capital lease obligations | (73,263) | (9,578) |
Proceeds from exercise of stock options | 11,351 | 11,580 |
Payments of cash dividends | (7,433) | (7,479) |
Repurchase of common stock (repurchase program) | 0 | (19,985) |
Common stock issued under employee stock purchase plan | 228 | 148 |
Cash settlement of share-based awards for minimum tax withholdings | (1,926) | (1,083) |
Excess tax benefit for stock options exercised | 2,365 | 907 |
Net cash provided by (used in) financing activities | 56,322 | (25,490) |
Net increase (decrease) in cash | 1,102 | (102,424) |
Cash at beginning of period | 41,429 | 127,367 |
Cash at end of period | $ 42,531 | $ 24,943 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Description and Basis of Presentation [Text Block] | Basis of Presentation Forward Air Corporation's (“the Company”) services can be classified into three principal reporting segments: Forward Air, Forward Air Solutions (“FASI”) and Total Quality, Inc. ("TQI"). Through the Forward Air segment, the Company provide time-definite transportation and related logistics services to the North American deferred air freight market and its activities can be classified into three categories of service: airport-to-airport, logistics, and other. Forward Air’s airport-to-airport service operates a comprehensive national network for the time-definite surface transportation of expedited ground freight. The airport-to-airport service offers customers local pick-up and delivery and scheduled surface transportation of cargo as a cost effective, reliable alternative to air transportation. Forward Air’s logistics services provide expedited truckload brokerage, intermodal drayage and dedicated fleet services. Forward Air’s other services include shipment consolidation and deconsolidation, warehousing, customs brokerage, and other handling. The Forward Air segment primarily provides its transportation services through a network of terminals located at or near airports in the United States and Canada. FASI provides pool distribution services throughout the Mid-Atlantic, Southeast, Midwest and Southwest continental United States. Pool distribution involves managing high-frequency handling and distribution of time-sensitive product to numerous destinations in specific geographic regions. FASI’s primary customers for this service are regional and nationwide distributors and retailers, such as mall, strip mall and outlet based retail chains. TQI is a provider of maximum security and temperature-controlled logistics services, primarily truckload services, to the life sciences sector (pharmaceutical and biotechnology products). In addition to core pharmaceutical services and other cold chain services, TQI provides truckload and less-than-truckload brokerage transportation services. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by United States generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The Company’s operating results are subject to seasonal trends when measured on a quarterly basis; therefore operating results for the three and six months ended June 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015 . 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, 2014 . 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. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2015 | |
Recent Accounting Pronouncements [Abstract] | |
Recent Accounting Pronouncements [Text Block] | Recent Accounting Pronouncements In May 2014, the FASB issued guidance on revenue from contracts with customers that will supersede most current revenue recognition guidance, including industry-specific guidance. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. Other major provisions include capitalization of certain contract costs, consideration of time value of money in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. The guidance is effective for the interim and annual periods beginning on or after December 15, 2017 (early adoption is permitted for interim and annual periods beginning on or after December 15, 2016). The guidance permits the use of either a retrospective or cumulative effect transition method. The Company has not yet selected a transition method and is currently evaluating the impact of the amended guidance on our consolidated financial position, results of operations and related disclosures. |
Acquisitions and Goodwill
Acquisitions and Goodwill | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Acquisitions and Goodwill | Acquisitions and Goodwill Acquisition of Towne On March 9, 2015, the Company acquired CLP Towne Inc. (“Towne”) pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) resulting in Towne becoming an indirect, wholly-owned subsidiary of the Company. For the acquisition of Towne, the Company paid $62,375 in net cash and assumed $59,544 in debt and capital leases. With the exception of assumed capital leases, the assumed debt was immediately paid in full after funding of the acquisition. Of the total aggregate cash consideration paid, $16,500 was placed into an escrow account, with $2,000 of such amount being available to settle any shortfall in Towne’s net working capital and with $14,500 of such amount being available for a period of time to settle certain possible claims against Towne’s common stockholders for indemnification. To the extent the escrow fund is insufficient, certain equity holders have agreed to indemnify Forward Air, subject to certain limitations set forth in the Merger Agreement, as a result of inaccuracies in or breaches of certain of Towne’s representations, warranties, covenants and agreements and other matters. Forward Air financed the Merger Agreement with a $125,000 2 year term loan available under the senior credit facility discussed in note 5. Towne is a full-service trucking provider offering time-sensitive less-than-truckload shipping, full truckload service, an extensive cartage network, container freight stations and dedicated trucking. Towne’s airport-to-airport network provides scheduled deliveries to 61 service points. A fleet of approximately 525 independent contractor tractors provides the line-haul between those service points. The acquisition of Towne provides the Forward Air segment with opportunities to expand its service points and service offerings, such as pick up and delivery services. Additional benefits of the acquisition include increased linehaul network shipping density and a significant increase to our owner operator fleet, both of which are key to the profitability of Forward Air. Towne had 2014 revenue of approximately $230,000 . The assets, liabilities, and operating results of Towne have been included in the Company's consolidated financial statements from the date of acquisition and have been assigned to the Forward Air reportable segment. As the operations of Towne were fully integrated into the existing Forward Air network and operations, the Company is not able to provide the revenue and operating results from Towne included in our consolidated revenue and results since the date of acquisition. Effective with the acquisition of Towne, the Company immediately entered into a restructuring plan to remove duplicate costs, primarily in the form of, but not limited to salaries, wages and benefits and facility leases. As a result of these plans, during the six months ended June 30, 2015 the Company recognized expense and recorded liabilities of $2,456 and $8,717 for severance obligations and remaining net payments on vacated, duplicate facilities, respectively. The expenses associated with the severance obligations and vacated, duplicate facilities were recognized in the salaries, wages and benefits and operating lease line items, respectively. The Company also incurred expense of $7,504 for various other integration and transaction related costs which are largely included in other operating expenses. Acquisition of CST On February 2, 2014, the Company acquired all of the outstanding capital stock of Central States Trucking Co. and Central States Logistics, Inc. (collectively referred to as “CST”). Pursuant to the terms of the Agreement and concurrently with the execution of the Agreement, the Company acquired all of the outstanding capital stock of CST in exchange for $82,997 in net cash and $11,215 in assumed debt. With the exception of capital leases, the assumed debt was immediately paid in full after funding of the acquisition. The acquisition and settlement of the assumed debt were funded using the Company's cash on hand. Under the purchase agreement, $10,000 of the purchase price was paid into an escrow account to protect the Company against potential unknown liabilities. CST provides industry leading container and intermodal drayage services primarily within the Midwest region of the United States. CST also provides dedicated contract and Container Freight Station (“CFS”) warehouse and handling services. The acquisition of CST provides the Company with a scalable platform for which to enter the intermodal drayage space and thereby continuing to expand and diversify the Company's service offerings. As part of our strategy to scale CST's operations, in September 2014, CST acquired certain assets of Recob Great Lakes Express, Inc. ("RGL") for $1,350 and in November 2014, acquired Multi-Modal Trucking, Inc. and Multi-Modal Services, Inc. (together referred to as "MMT") for approximately $5,825 in cash and $1,000 in available earn out. The MMT earn out is based on acquired operations exceeding 2015 earnings goals, and the earn out was fully accrued as of June 30, 2015. The acquisition of RGL and MMT's assets provided an opportunity for CST to expand into additional Midwest markets. The Company incurred total transaction costs related to the acquisitions of approximately $900 , which were expensed during the three months ended March 31, 2014, in accordance with U.S. GAAP. These transaction costs were primarily included in "Other operating expenses" in the consolidated statements of comprehensive income. The assets, liabilities, and operating results of CST, RGL and MMT ("CST acquisitions") have been included in the Company's consolidated financial statements from the dates of acquisition and have been assigned to the Forward Air reportable segment. The results of CST, RGL and MMT operations reflected in the Company's consolidated statements of comprehensive income for the three and six months ended June 30, 2014 from the date of acquisition (February 2, 2014) are as follows (in thousands, except per share data): Three months ended June 30, 2014 February 2, 2014 to June 30, 2014 Operating revenue $ 18,072 $ 28,875 Income from operations 2,284 2,286 Net income 1,388 1,381 Net income per share Basic $ 0.04 $ 0.04 Diluted $ 0.04 $ 0.04 Allocations of Purchase Prices The following table presents the allocations of the Towne, CST, RGL and MMT purchase prices to the assets acquired and liabilities assumed based on their estimated fair values and resulting residual goodwill (in thousands): Towne CST RGL & MMT March 9, 2015 February 2, 2014 September & November 2014 Tangible assets: Accounts receivable $ 24,068 $ 9,339 $ — Prepaid expenses and other current assets 2,916 101 — Property and equipment 2,095 2,132 287 Other assets 614 35 — Deferred income taxes 2,159 — — Total tangible assets 31,852 11,607 287 Intangible assets: Non-compete agreements — 930 92 Trade name — 500 — Customer relationships 66,000 36,000 3,590 Goodwill 62,118 51,710 4,206 Total intangible assets 128,118 89,140 7,888 Total assets acquired 159,970 100,747 8,175 Liabilities assumed: Current liabilities 27,311 6,535 1,000 Other liabilities 3,847 — — Debt and capital lease obligations 59,544 11,215 — Deferred income taxes 6,893 — — Total liabilities assumed 97,595 17,750 1,000 Net assets acquired $ 62,375 $ 82,997 $ 7,175 The above purchase price allocation for Towne is preliminary as the Company is still in the process of finalizing the valuation of the acquired assets and liabilities assumed. The above estimated fair values of assets acquired and liabilities assumed for Towne are based on the information that was available as of the acquisition dates through the date of this filing. The acquired definite-live intangible assets have the following useful lives: Useful Lives Towne CST RGL Customer relationships 20 years 15 years 15 years Non-compete agreements - 5 years 5 years Trade name - 2 years - The fair value of the non-compete agreements and customer relationships assets were estimated using an income approach (level 3). Under this method, an intangible asset's fair value is equal to the present value of the incremental after-tax cash flows (excess earnings) attributable solely to the intangible asset over its remaining useful life. To calculate 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. The fair value of the acquired trade name was estimated using an income approach, specifically known as the relief from royalty method. The relief from royalty method is based on a hypothetical royalty stream that would be paid if the Company did not own the applicable names and had to license the trade names. The Company derived the hypothetical royalty income from the projected revenues of CST. Cash flows were assumed to extend through the remaining economic useful life of each class of intangible asset. Pro forma The following unaudited pro forma information presents a summary of the Company's consolidated results of operations as if the acquisitions occurred as of January 1, 2014 (in thousands, except per share data). Three months ended Six months ended June 30, 2015 June 30, 2014 June 30, 2015 June 30, 2014 Operating revenue $ 249,694 $ 252,109 $ 489,839 $ 483,473 Income from operations 19,908 25,897 25,850 37,426 Net income 11,824 15,869 14,181 22,854 Net income per share Basic $ 0.38 $ 0.51 $ 0.46 $ 0.74 Diluted $ 0.38 $ 0.51 $ 0.46 $ 0.73 The unaudited pro forma consolidated results for the three and six month periods are based on the historical financial information of Towne and CST. The unaudited pro forma consolidated results incorporate historical financial information since January 1, 2014. The historical financial information has been adjusted to give effect to pro forma adjustments that are: (i) directly attributable to the acquisition, (ii) factually supportable and (iii) expected to have a continuing impact on the combined results. The unaudited pro forma consolidated results are not necessarily indicative of what the Company’s consolidated results of operations actually would have been had it completed these acquisitions on January 1, 2014. Goodwill The following is a summary of the changes in goodwill for the six months ended June 30, 2015. Approximately $99,248 of goodwill, not including the goodwill acquired with the Towne acquisition, is deductible for tax purposes. Forward Air FASI TQI Total Accumulated Accumulated Accumulated Goodwill Impairment Goodwill Impairment Goodwill Impairment Net Beginning balance, December 31, 2014 $ 93,842 $ — $ 12,359 $ (6,953 ) $ 45,164 $ — $ 144,412 Towne acquisition 62,118 — — — — — 62,118 Ending balance, June 30, 2015 $ 155,960 $ — $ 12,359 $ (6,953 ) $ 45,164 $ — $ 206,530 The Company conducted its annual impairment assessments and tests of goodwill for each reporting unit as of June 30, 2015 and no impairment charges were required. The first step of the goodwill impairment test is the Company assesses 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 estimation is required, the Company calculates the fair value of the applicable reportable units, using a combination of discounted projected cash flows and market valuations for comparable companies as of the valuation date. The Company's inputs into the fair value calculations for goodwill are classified within level 3 of the fair value hierarchy as defined in the FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles (“the FASB Codification”). If this estimation of fair value indicates that impairment potentially exists, the Company will then measure the amount of the impairment, if any. Goodwill impairment exists when the calculated 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. |
Share-Based Payments
Share-Based Payments | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Payments | 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, net of estimated forfeitures, ratably over the requisite service period, or vesting period. The Company estimates forfeitures based upon historical experience. All share-based compensation expense is recognized in salaries, wages and employee benefits. Employee Activity - Stock Options Stock option grants to employees generally expire seven years from the grant date and typically vest ratably over a three -year period. The Company used the Black-Scholes option-pricing model to estimate the grant-date fair value of options granted. The weighted-average fair value of options granted and assumptions used to calculate their fair value during the three and six months ended June 30, 2015 and 2014 were as follows: Three months ended June 30, June 30, Expected dividend yield — % 1.2 % Expected stock price volatility — % 31.6 % Weighted average risk-free interest rate — % 1.5 % Expected life of options (years) 0.0 4.5 Weighted average grant date fair value $ — $ 11 Six months ended June 30, June 30, Expected dividend yield 1.0 % 1.2 % Expected stock price volatility 33.9 % 38.8 % Weighted average risk-free interest rate 1.6 % 1.6 % Expected life of options (years) 6.1 5.3 Weighted average grant date fair value $ 16 $ 14 The following tables summarize the Company’s employee stock option activity and related information: Three months ended June 30, 2015 Weighted- Weighted- Aggregate Average Average Intrinsic Remaining Options Exercise Value Contractual (000) Price (000) Term Outstanding at March 31, 2015 950 $ 30 Granted — — Exercised (48 ) 25 Forfeited — — Outstanding at June 30, 2015 902 $ 31 $ 19,747 2.9 Exercisable at June 30, 2015 712 $ 27 $ 18,363 2.1 Three months ended June 30, June 30, Shared-based compensation for options $ 342 $ 331 Tax benefit for option compensation $ 132 $ 126 Unrecognized compensation cost for options, net of estimated forfeitures $ 2,266 $ 2,314 Six months ended June 30, 2015 Weighted- Weighted- Aggregate Average Average Intrinsic Remaining Options Exercise Value Contractual (000) Price (000) Term Outstanding at December 31, 2014 1,363 $ 28 Granted 82 51 Exercised (529 ) 27 Forfeited (14 ) 29 Outstanding at June 30, 2015 902 $ 31 $ 19,747 2.9 Exercisable at June 30, 2015 712 $ 27 $ 18,363 2.1 Six months ended June 30, June 30, Shared-based compensation for options $ 678 $ 646 Tax benefit for option compensation $ 261 $ 246 Unrecognized compensation cost for options, net of estimated forfeitures $ 2,266 $ 2,314 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, 2015 Weighted- Aggregate Non-vested Average Grant Date Shares Grant Date Fair Value (000) Fair Value (000) Outstanding and non-vested at March 31, 2015 197 $ 46 Granted — — Vested — — Forfeited (3 ) 46 Outstanding and non-vested at June 30, 2015 194 $ 46 $ 8,872 Three months ended June 30, June 30, Shared-based compensation for non-vested shares $ 1,022 $ 895 Tax benefit for non-vested share compensation $ 393 $ 341 Unrecognized compensation cost for non-vested shares, net of estimated forfeitures $ 7,231 $ 6,087 Six months ended June 30, 2015 Weighted- Aggregate Non-vested Average Grant Date Shares Grant Date Fair Value (000) Fair Value (000) Outstanding and non-vested at December 31, 2014 190 $ 40 Granted 100 51 Vested (92 ) 39 Forfeited (4 ) 44 Outstanding and non-vested at June 30, 2015 194 $ 46 $ 8,872 Six months ended June 30, June 30, Shared-based compensation for non-vested shares $ 2,010 $ 1,820 Tax benefit for non-vested share compensation $ 772 $ 693 Unrecognized compensation cost for non-vested shares, net of estimated forfeitures $ 7,231 $ 6,087 Employee Activity - Performance Shares The Company annually grants performance shares to key employees. Under the terms of the performance share agreements, on the third anniversary of the grant date, the Company will issue to the employees a calculated number of common stock shares based on the three year performance of the Company’s common stock share price as compared to the share price performance of a selected peer group. No shares may be issued if the Company share price performance outperforms 30% or less of the peer group, but the number of shares issued may be doubled if the Company share price 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 calculation were as follows: Six months ended June 30, June 30, Expected stock price volatility 23.5 % 32.5 % Weighted average risk-free interest rate 1.0 % 0.7 % The following tables summarize the Company’s employee performance share activity, assuming median share awards, and related information: Three months ended June 30, 2015 Weighted- Aggregate Performance Average Grant Date Shares Grant Date Fair Value (000) Fair Value (000) Outstanding and non-vested at March 31, 2015 77 $ 52 Granted — — Additional shares awarded based on performance — — Vested — — Outstanding and non-vested at June 30, 2015 77 $ 52 $ 4,016 Three months ended June 30, June 30, Shared-based compensation for performance shares $ 333 $ 272 Tax benefit for performance share compensation $ 128 $ 104 Unrecognized compensation cost for performance shares, net of estimated forfeitures $ 2,399 $ 1,775 Six months ended June 30, 2015 Weighted- Aggregate Performance Average Grant Date Shares Grant Date Fair Value (000) Fair Value (000) Outstanding and non-vested at December 31, 2014 74 $ 44 Granted 27 67 Additional shares awarded based on performance — — Vested (24 ) 45 Outstanding and non-vested at June 30, 2015 77 $ 52 $ 4,016 Six months ended June 30, June 30, Shared-based compensation for performance shares $ 635 $ 547 Tax benefit for performance share compensation $ 244 $ 209 Unrecognized compensation cost for performance shares, net of estimated forfeitures $ 2,399 $ 1,775 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 398,705 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, 2015, participants under the plan purchased 5,087 shares at an average price of $44.74 per share. For the six months ended June 30, 2014, participants under the plan purchased 3,814 shares at an average price of $38.88 per share. The weighted-average fair value of each purchase right under the ESPP granted for the six months ended June 30, 2015, which is equal to the discount from the market value of the common stock at the end of each six month purchase period, was $7.52 per share. The weighted-average fair value of each purchase right under the ESPP granted for the six months ended June 30, 2014, which is equal to the discount from the market value of the common stock at the end of each six month purchase period, was $8.97 per share. Share-based compensation expense of $37 and $35 was recognized during the three and six months ended June 30, 2015 and 2014, respectively. Non-employee Director Activity - Non-vested Shares Grants of non-vested shares to non-employee directors vest ratably over the elected term to the Board of Directors, or approximately one year. The following tables summarize the Company’s non-employee non-vested share activity and related information: Three months ended June 30, 2015 Weighted- Aggregate Non-vested Average Grant Date Shares Grant Date Fair Value (000) Fair Value (000) Outstanding and non-vested at March 31, 2015 15 $ 44 Granted 11 52 Vested (14 ) 43 Outstanding and non-vested at June 30, 2015 12 $ 52 $ 650 Three months ended June 30, June 30, Shared-based compensation for non-vested shares $ 156 $ 144 Tax benefit for non-vested share compensation $ 60 $ 55 Unrecognized compensation cost for non-vested shares, net of estimated forfeitures $ 541 $ 515 Six months ended June 30, 2015 Weighted- Aggregate Non-vested Average Grant Date Shares Grant Date Fair Value (000) Fair Value (000) Outstanding and non-vested at December 31, 2014 15 $ 44 Granted 11 52 Vested (14 ) 43 Forfeited — — Outstanding and non-vested at June 30, 2015 12 $ 52 $ 650 Six months ended June 30, June 30, Shared-based compensation for non-vested shares $ 316 $ 281 Tax benefit for non-vested share compensation $ 122 $ 107 Unrecognized compensation cost for non-vested shares, net of estimated forfeitures $ 541 $ 515 |
Senior Credit Facility
Senior Credit Facility | 6 Months Ended |
Jun. 30, 2015 | |
Senior Credit Facility [Abstract] | |
Debt Disclosure [Text Block] | Senior Credit Facility On February 4, 2015, the Company entered into a five -year senior, unsecured credit facility (the “Facility”) with a maximum aggregate principal amount of $275,000 , including a revolving credit facility of $150,000 and a term loan facility of $125,000 . The revolving credit facility has a sublimit of $25,000 for letters of credit and a sublimit of $15,000 for swing line loans. The revolving credit facility is scheduled to expire in February 2020 and may be used to refinance existing indebtedness of the Company and for working capital, capital expenditures and other general corporate purposes. Unless the Company elects otherwise under the credit agreement, interest on borrowings under the Facility are based on the highest of (a) the federal funds rate plus 0.5% , (b) the administrative agent's prime rate and (c) the LIBOR Rate plus 1.0% , in each case plus a margin that can range from 0.1% to 0.6% with respect to the term loan facility and from 0.3% to 0.8% with respect to the revolving credit facility depending on the Company’s ratio of consolidated funded indebtedness to earnings as set forth in the credit agreement. The Facility contains financial covenants and other covenants that, among other things, restrict the ability of the Company, without the approval of the lenders, to engage in certain mergers, consolidations, asset sales, investments, transactions or to incur liens or indebtedness, as set forth in the credit agreement. As of June 30, 2015 , the Company had no borrowings outstanding under the revolving credit facility. At June 30, 2015 , the Company had utilized $13,653 of availability for outstanding letters of credit and had $136,347 of available borrowing capacity outstanding under the revolving credit facility. In conjunction with the acquisition of Towne (see note 2), the Company borrowed $125,000 on the available term loan. The term loan is payable in quarterly installments of 11.1% of the original principal amount of the term loan plus accrued and unpaid interest, and matures in March 2017. The interest rate on the term loan was 1.3% at June 30, 2015. |
Net Income Per Share
Net Income Per Share | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | 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, June 30, June 30, 2015 June 30, 2014 Numerator: Net income and comprehensive income $ 11,824 $ 17,178 $ 16,660 $ 27,379 Income allocated to participating securities (79 ) — (111 ) — Numerator for basic and diluted income per share - net income $ 11,745 $ 17,178 $ 16,549 $ 27,379 Denominator (in thousands): Denominator for basic income per share - weighted-average shares 30,783 30,925 30,726 30,834 Effect of dilutive stock options (in thousands) 291 442 327 481 Effect of dilutive performance shares (in thousands) 30 41 35 49 Denominator for diluted income per share - adjusted weighted-average shares 31,104 31,408 31,088 31,364 Basic net income per share $ 0.38 $ 0.56 $ 0.54 $ 0.89 Diluted net income per share $ 0.38 $ 0.55 $ 0.53 $ 0.87 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, June 30, Anti-dilutive stock options (in thousands) 97 182 Anti-dilutive performance shares (in thousands) 21 19 Total anti-dilutive shares (in thousands) 118 201 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction, various states and Canada. With a few exceptions, the Company is no longer subject to U.S. federal, state and local, or Canadian examinations by tax authorities for years before 2010. For the three and six months ended June 30, 2015 and 2014, the effective income tax rates varied from the statutory federal income tax rate of 35.0%, primarily as a result of the effect of state income taxes, net of the federal benefit, and permanent differences between book and tax net income. The combined federal and state effective tax rate for the six months ended June 30, 2015 was 38.5% compared to a rate of 37.6% for the same period in 2014. The increase in the effective tax rate was primarily due to 2014 benefiting from a retroactive reinstatement of alternative fuel tax credits for 2012 and higher benefits obtained from disqualified dispositions by employees of previously non-deductible incentive stock options. |
Financial Instruments
Financial Instruments | 6 Months Ended |
Jun. 30, 2015 | |
Financial Instruments, Financial Assets, Balance Sheet Groupings [Abstract] | |
Financial Instruments Disclosure [Text Block] | 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 and term loan bear variable interest rates plus additional basis points based upon covenants related to total indebtedness to earnings. As the term loan bears a variable interest rate, the carrying value approximates fair value. Using interest rate quotes and discounted cash flows, the Company estimated the fair value of its outstanding capital lease obligations as follows: June 30, 2015 Carrying Value Fair Value Capital leases $ 1,719 $ 1,810 The Company's fair value calculations for the above financial instruments are classified within level 3 of the fair value hierarchy. |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended |
Jun. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | Shareholders' Equity During each quarter of 2014 and the first and second quarter of 2015, the Company's Board of Directors declared a cash dividend of $0.12 per share of common stock. The Company expects to continue to pay regular quarterly cash dividends, though each subsequent quarterly dividend is subject to review and approval by the Board of Directors On February 7, 2014, our Board of Directors approved a new stock repurchase authorization for up to two million shares of our common stock. There were no shares repurchased by the Company for the three and six months ended June 30, 2015. During the three and six months ended June 30, 2014, we repurchased 446,986 for $19,985 , or $44.71 per share. As of June 30, 2015, 1,118,021 shares remain that may be repurchased. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies From time to time, the Company is party to ordinary, routine litigation incidental to and arising in the normal course of business. The Company does not believe that any of these pending actions, individually or in the aggregate, will have a material adverse effect on its business, financial condition or results of operations. The primary claims in the Company’s business relate to workers’ compensation, property damage, vehicle liability and medical benefits. Most of the Company’s insurance coverage provides for self-insurance levels with primary and excess coverage which management believes is sufficient to adequately protect the Company from catastrophic claims. In the opinion of management, adequate provision has been made for all incurred claims up to the self-insured limits, including provision for estimated claims incurred but not reported. The Company estimates its self-insurance loss exposure by evaluating the merits and circumstances surrounding individual known claims and by performing hindsight and actuarial analysis to determine an estimate of probable losses on claims incurred but not reported. Such losses could 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. |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting The Company operates in three reportable segments based on information available to and used by the chief operating decision maker. Forward Air provides time-definite transportation and logistics services to the deferred air freight market. FASI provides pool distribution services primarily to regional and national distributors and retailers. TQI is a provider of high security and temperature-controlled logistics services, primarily truckload services, to the pharmaceutical and life science industries. The assets, liabilities, and operating results of our most recent acquisitions, Towne and CST, have been assigned to the Forward Air reportable segment. The accounting policies of the segments are the same as those described in the summary of significant accounting policies disclosed in Note 1 to the Consolidated Financial Statements included in the Company’s 2014 Annual Report on Form 10-K. Segment data includes intersegment revenues. Assets and costs of the corporate headquarters are allocated to the segments based on usage. The Company evaluates the performance of its segments based on net income. The Company’s business is conducted in the U.S. and Canada. The following tables summarize segment information about net income 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, 2015 and 2014. Three months ended June 30, 2015 Forward Air FASI TQI Eliminations Consolidated External revenues $ 210,529 $ 27,471 $ 11,694 $ — $ 249,694 Intersegment revenues 909 213 126 (1,248 ) — Depreciation and amortization 7,030 1,504 985 — 9,519 Share-based compensation expense 1,810 64 16 — 1,890 Interest expense 570 — — — 570 Interest income 1 — — — 1 Income tax expense 7,000 41 384 — 7,425 Net income 11,171 34 619 — 11,824 Total assets 773,689 45,334 89,930 (199,593 ) 709,360 Capital expenditures 2,840 2,046 1,847 — 6,733 Three months ended June 30, 2014 Forward Air FASI TQI Eliminations Consolidated External revenues $ 153,457 $ 26,798 $ 13,597 $ — $ 193,852 Intersegment revenues 810 137 84 (1,031 ) — Depreciation and amortization 5,365 1,449 937 — 7,751 Share-based compensation expense 1,613 43 21 — 1,677 Interest expense 129 1 (29 ) — 101 Interest income — — — — — Income tax expense 9,613 370 445 — 10,428 Net income 15,587 597 994 — 17,178 Total assets 601,430 41,154 88,286 (198,381 ) 532,489 Capital expenditures 11,707 874 1,291 — 13,872 Six months ended June 30, 2015 Forward Air FASI TQI Eliminations Consolidated External revenues $ 378,180 $ 54,512 $ 22,920 $ — $ 455,612 Intersegment revenues 1,962 396 163 (2,521 ) — Depreciation and amortization 13,184 3,086 1,932 — 18,202 Share-based compensation expense 3,551 96 29 — 3,676 Interest expense 934 — — — 934 Interest income 2 — — — 2 Income tax expense 9,586 120 719 — 10,425 Net income 15,332 171 1,157 — 16,660 Total assets 773,689 45,334 89,930 (199,593 ) 709,360 Capital expenditures 5,637 2,236 4,089 — 11,962 Six months ended June 30, 2014 Forward Air FASI TQI Eliminations Consolidated External revenues $ 286,849 $ 54,019 $ 24,552 $ — $ 365,420 Intersegment revenues 1,604 238 191 (2,033 ) — Depreciation and amortization 10,307 2,727 1,730 — 14,764 Share-based compensation expense 3,221 81 27 — 3,329 Interest expense 210 2 (29 ) — 183 Interest income 7 — — — 7 Income tax expense 15,397 348 757 — 16,502 Net income 25,186 595 1,598 — 27,379 Total assets 601,430 41,154 88,286 (198,381 ) 532,489 Capital expenditures 22,702 4,555 6,163 — 33,420 |
Acquisitions and Goodwill (Tabl
Acquisitions and Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill [Line Items] | |
Schedule of Purchase Price Allocation [Table Text Block] | The following table presents the allocations of the Towne, CST, RGL and MMT purchase prices to the assets acquired and liabilities assumed based on their estimated fair values and resulting residual goodwill (in thousands): Towne CST RGL & MMT March 9, 2015 February 2, 2014 September & November 2014 Tangible assets: Accounts receivable $ 24,068 $ 9,339 $ — Prepaid expenses and other current assets 2,916 101 — Property and equipment 2,095 2,132 287 Other assets 614 35 — Deferred income taxes 2,159 — — Total tangible assets 31,852 11,607 287 Intangible assets: Non-compete agreements — 930 92 Trade name — 500 — Customer relationships 66,000 36,000 3,590 Goodwill 62,118 51,710 4,206 Total intangible assets 128,118 89,140 7,888 Total assets acquired 159,970 100,747 8,175 Liabilities assumed: Current liabilities 27,311 6,535 1,000 Other liabilities 3,847 — — Debt and capital lease obligations 59,544 11,215 — Deferred income taxes 6,893 — — Total liabilities assumed 97,595 17,750 1,000 Net assets acquired $ 62,375 $ 82,997 $ 7,175 |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class [Table Text Block] | The acquired definite-live intangible assets have the following useful lives: Useful Lives Towne CST RGL Customer relationships 20 years 15 years 15 years Non-compete agreements - 5 years 5 years Trade name - 2 years - |
Business Acquisition, Pro Forma Information [Table Text Block] | The following unaudited pro forma information presents a summary of the Company's consolidated results of operations as if the acquisitions occurred as of January 1, 2014 (in thousands, except per share data). Three months ended Six months ended June 30, 2015 June 30, 2014 June 30, 2015 June 30, 2014 Operating revenue $ 249,694 $ 252,109 $ 489,839 $ 483,473 Income from operations 19,908 25,897 25,850 37,426 Net income 11,824 15,869 14,181 22,854 Net income per share Basic $ 0.38 $ 0.51 $ 0.46 $ 0.74 Diluted $ 0.38 $ 0.51 $ 0.46 $ 0.73 |
Schedule of Goodwill [Table Text Block] | The following is a summary of the changes in goodwill for the six months ended June 30, 2015. Approximately $99,248 of goodwill, not including the goodwill acquired with the Towne acquisition, is deductible for tax purposes. Forward Air FASI TQI Total Accumulated Accumulated Accumulated Goodwill Impairment Goodwill Impairment Goodwill Impairment Net Beginning balance, December 31, 2014 $ 93,842 $ — $ 12,359 $ (6,953 ) $ 45,164 $ — $ 144,412 Towne acquisition 62,118 — — — — — 62,118 Ending balance, June 30, 2015 $ 155,960 $ — $ 12,359 $ (6,953 ) $ 45,164 $ — $ 206,530 |
CST [Member] | |
Goodwill [Line Items] | |
Business Acquisition, Pro Forma Information [Table Text Block] | The results of CST, RGL and MMT operations reflected in the Company's consolidated statements of comprehensive income for the three and six months ended June 30, 2014 from the date of acquisition (February 2, 2014) are as follows (in thousands, except per share data): Three months ended June 30, 2014 February 2, 2014 to June 30, 2014 Operating revenue $ 18,072 $ 28,875 Income from operations 2,284 2,286 Net income 1,388 1,381 Net income per share Basic $ 0.04 $ 0.04 Diluted $ 0.04 $ 0.04 |
Share-Based Payments (Tables)
Share-Based Payments (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Employee Stock Option [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Share-based Compensation, Activity [Table Text Block] | The weighted-average fair value of options granted and assumptions used to calculate their fair value during the three and six months ended June 30, 2015 and 2014 were as follows: Three months ended June 30, June 30, Expected dividend yield — % 1.2 % Expected stock price volatility — % 31.6 % Weighted average risk-free interest rate — % 1.5 % Expected life of options (years) 0.0 4.5 Weighted average grant date fair value $ — $ 11 Six months ended June 30, June 30, Expected dividend yield 1.0 % 1.2 % Expected stock price volatility 33.9 % 38.8 % Weighted average risk-free interest rate 1.6 % 1.6 % Expected life of options (years) 6.1 5.3 Weighted average grant date fair value $ 16 $ 14 The following tables summarize the Company’s employee stock option activity and related information: Three months ended June 30, 2015 Weighted- Weighted- Aggregate Average Average Intrinsic Remaining Options Exercise Value Contractual (000) Price (000) Term Outstanding at March 31, 2015 950 $ 30 Granted — — Exercised (48 ) 25 Forfeited — — Outstanding at June 30, 2015 902 $ 31 $ 19,747 2.9 Exercisable at June 30, 2015 712 $ 27 $ 18,363 2.1 Three months ended June 30, June 30, Shared-based compensation for options $ 342 $ 331 Tax benefit for option compensation $ 132 $ 126 Unrecognized compensation cost for options, net of estimated forfeitures $ 2,266 $ 2,314 Six months ended June 30, 2015 Weighted- Weighted- Aggregate Average Average Intrinsic Remaining Options Exercise Value Contractual (000) Price (000) Term Outstanding at December 31, 2014 1,363 $ 28 Granted 82 51 Exercised (529 ) 27 Forfeited (14 ) 29 Outstanding at June 30, 2015 902 $ 31 $ 19,747 2.9 Exercisable at June 30, 2015 712 $ 27 $ 18,363 2.1 Six months ended June 30, June 30, Shared-based compensation for options $ 678 $ 646 Tax benefit for option compensation $ 261 $ 246 Unrecognized compensation cost for options, net of estimated forfeitures $ 2,266 $ 2,314 |
Employee Non-vested Shares [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | The following tables summarize the Company’s employee non-vested share activity and related information: Three months ended June 30, 2015 Weighted- Aggregate Non-vested Average Grant Date Shares Grant Date Fair Value (000) Fair Value (000) Outstanding and non-vested at March 31, 2015 197 $ 46 Granted — — Vested — — Forfeited (3 ) 46 Outstanding and non-vested at June 30, 2015 194 $ 46 $ 8,872 Three months ended June 30, June 30, Shared-based compensation for non-vested shares $ 1,022 $ 895 Tax benefit for non-vested share compensation $ 393 $ 341 Unrecognized compensation cost for non-vested shares, net of estimated forfeitures $ 7,231 $ 6,087 Six months ended June 30, 2015 Weighted- Aggregate Non-vested Average Grant Date Shares Grant Date Fair Value (000) Fair Value (000) Outstanding and non-vested at December 31, 2014 190 $ 40 Granted 100 51 Vested (92 ) 39 Forfeited (4 ) 44 Outstanding and non-vested at June 30, 2015 194 $ 46 $ 8,872 Six months ended June 30, June 30, Shared-based compensation for non-vested shares $ 2,010 $ 1,820 Tax benefit for non-vested share compensation $ 772 $ 693 Unrecognized compensation cost for non-vested shares, net of estimated forfeitures $ 7,231 $ 6,087 |
Key Employee Performance Share Based Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Share-based Compensation Arrangement by Share-based Payment Award, Performance-Based Units, Vested and Expected to Vest [Table Text Block] | The fair value of the performance shares was estimated using a Monte Carlo simulation. The weighted average assumptions used in the Monte Carlo calculation were as follows: Six months ended June 30, June 30, Expected stock price volatility 23.5 % 32.5 % Weighted average risk-free interest rate 1.0 % 0.7 % The following tables summarize the Company’s employee performance share activity, assuming median share awards, and related information: Three months ended June 30, 2015 Weighted- Aggregate Performance Average Grant Date Shares Grant Date Fair Value (000) Fair Value (000) Outstanding and non-vested at March 31, 2015 77 $ 52 Granted — — Additional shares awarded based on performance — — Vested — — Outstanding and non-vested at June 30, 2015 77 $ 52 $ 4,016 Three months ended June 30, June 30, Shared-based compensation for performance shares $ 333 $ 272 Tax benefit for performance share compensation $ 128 $ 104 Unrecognized compensation cost for performance shares, net of estimated forfeitures $ 2,399 $ 1,775 Six months ended June 30, 2015 Weighted- Aggregate Performance Average Grant Date Shares Grant Date Fair Value (000) Fair Value (000) Outstanding and non-vested at December 31, 2014 74 $ 44 Granted 27 67 Additional shares awarded based on performance — — Vested (24 ) 45 Outstanding and non-vested at June 30, 2015 77 $ 52 $ 4,016 Six months ended June 30, June 30, Shared-based compensation for performance shares $ 635 $ 547 Tax benefit for performance share compensation $ 244 $ 209 Unrecognized compensation cost for performance shares, net of estimated forfeitures $ 2,399 $ 1,775 |
Nonemployee Director Nonvested Shares Granted Member | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | The following tables summarize the Company’s non-employee non-vested share activity and related information: Three months ended June 30, 2015 Weighted- Aggregate Non-vested Average Grant Date Shares Grant Date Fair Value (000) Fair Value (000) Outstanding and non-vested at March 31, 2015 15 $ 44 Granted 11 52 Vested (14 ) 43 Outstanding and non-vested at June 30, 2015 12 $ 52 $ 650 Three months ended June 30, June 30, Shared-based compensation for non-vested shares $ 156 $ 144 Tax benefit for non-vested share compensation $ 60 $ 55 Unrecognized compensation cost for non-vested shares, net of estimated forfeitures $ 541 $ 515 Six months ended June 30, 2015 Weighted- Aggregate Non-vested Average Grant Date Shares Grant Date Fair Value (000) Fair Value (000) Outstanding and non-vested at December 31, 2014 15 $ 44 Granted 11 52 Vested (14 ) 43 Forfeited — — Outstanding and non-vested at June 30, 2015 12 $ 52 $ 650 Six months ended June 30, June 30, Shared-based compensation for non-vested shares $ 316 $ 281 Tax benefit for non-vested share compensation $ 122 $ 107 Unrecognized compensation cost for non-vested shares, net of estimated forfeitures $ 541 $ 515 |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
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, June 30, June 30, 2015 June 30, 2014 Numerator: Net income and comprehensive income $ 11,824 $ 17,178 $ 16,660 $ 27,379 Income allocated to participating securities (79 ) — (111 ) — Numerator for basic and diluted income per share - net income $ 11,745 $ 17,178 $ 16,549 $ 27,379 Denominator (in thousands): Denominator for basic income per share - weighted-average shares 30,783 30,925 30,726 30,834 Effect of dilutive stock options (in thousands) 291 442 327 481 Effect of dilutive performance shares (in thousands) 30 41 35 49 Denominator for diluted income per share - adjusted weighted-average shares 31,104 31,408 31,088 31,364 Basic net income per share $ 0.38 $ 0.56 $ 0.54 $ 0.89 Diluted net income per share $ 0.38 $ 0.55 $ 0.53 $ 0.87 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, June 30, Anti-dilutive stock options (in thousands) 97 182 Anti-dilutive performance shares (in thousands) 21 19 Total anti-dilutive shares (in thousands) 118 201 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Financial Instruments, Financial Assets, Balance Sheet Groupings [Abstract] | |
Financial Instruments | Using interest rate quotes and discounted cash flows, the Company estimated the fair value of its outstanding capital lease obligations as follows: June 30, 2015 Carrying Value Fair Value Capital leases $ 1,719 $ 1,810 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Summary of segment information | The following tables summarize segment information about net income 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, 2015 and 2014. Three months ended June 30, 2015 Forward Air FASI TQI Eliminations Consolidated External revenues $ 210,529 $ 27,471 $ 11,694 $ — $ 249,694 Intersegment revenues 909 213 126 (1,248 ) — Depreciation and amortization 7,030 1,504 985 — 9,519 Share-based compensation expense 1,810 64 16 — 1,890 Interest expense 570 — — — 570 Interest income 1 — — — 1 Income tax expense 7,000 41 384 — 7,425 Net income 11,171 34 619 — 11,824 Total assets 773,689 45,334 89,930 (199,593 ) 709,360 Capital expenditures 2,840 2,046 1,847 — 6,733 Three months ended June 30, 2014 Forward Air FASI TQI Eliminations Consolidated External revenues $ 153,457 $ 26,798 $ 13,597 $ — $ 193,852 Intersegment revenues 810 137 84 (1,031 ) — Depreciation and amortization 5,365 1,449 937 — 7,751 Share-based compensation expense 1,613 43 21 — 1,677 Interest expense 129 1 (29 ) — 101 Interest income — — — — — Income tax expense 9,613 370 445 — 10,428 Net income 15,587 597 994 — 17,178 Total assets 601,430 41,154 88,286 (198,381 ) 532,489 Capital expenditures 11,707 874 1,291 — 13,872 Six months ended June 30, 2015 Forward Air FASI TQI Eliminations Consolidated External revenues $ 378,180 $ 54,512 $ 22,920 $ — $ 455,612 Intersegment revenues 1,962 396 163 (2,521 ) — Depreciation and amortization 13,184 3,086 1,932 — 18,202 Share-based compensation expense 3,551 96 29 — 3,676 Interest expense 934 — — — 934 Interest income 2 — — — 2 Income tax expense 9,586 120 719 — 10,425 Net income 15,332 171 1,157 — 16,660 Total assets 773,689 45,334 89,930 (199,593 ) 709,360 Capital expenditures 5,637 2,236 4,089 — 11,962 Six months ended June 30, 2014 Forward Air FASI TQI Eliminations Consolidated External revenues $ 286,849 $ 54,019 $ 24,552 $ — $ 365,420 Intersegment revenues 1,604 238 191 (2,033 ) — Depreciation and amortization 10,307 2,727 1,730 — 14,764 Share-based compensation expense 3,221 81 27 — 3,329 Interest expense 210 2 (29 ) — 183 Interest income 7 — — — 7 Income tax expense 15,397 348 757 — 16,502 Net income 25,186 595 1,598 — 27,379 Total assets 601,430 41,154 88,286 (198,381 ) 532,489 Capital expenditures 22,702 4,555 6,163 — 33,420 |
Basis of Presentation (Details)
Basis of Presentation (Details) - Jun. 30, 2015 | Total |
Number of principal reporting segments | 3 |
Forward Air number of categories of service | 3 |
Acquisitions and Goodwill (Deta
Acquisitions and Goodwill (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Jun. 30, 2015USD ($)$ / shares | Jun. 30, 2014USD ($)$ / shares | Mar. 31, 2014USD ($) | Jun. 30, 2015USD ($)$ / shares | Jun. 30, 2014USD ($)$ / shares | Dec. 31, 2014USD ($) | Mar. 09, 2015USD ($) | Nov. 30, 2014USD ($) | Sep. 30, 2014USD ($) | Sep. 05, 2014USD ($) | Feb. 02, 2014USD ($) | |
Segment Reporting Information [Line Items] | |||||||||||
Proceeds from term loan | $ 125,000 | $ 0 | |||||||||
Long-term Debt, Term | 2 year | ||||||||||
Business Acquisition, Pro Forma Revenue | $ 249,694 | $ 252,109 | $ 489,839 | 483,473 | |||||||
Business Acquisition, Pro Forma Income from Operations | 19,908 | 25,897 | 25,850 | 37,426 | |||||||
Business Acquisition, Pro Forma Net Income (Loss) | $ 11,824 | $ 15,869 | $ 14,181 | $ 22,854 | |||||||
Business Acquisition, Pro Forma Earnings Per Share, Basic | $ / shares | $ 0.38 | $ 0.51 | $ 0.46 | $ 0.74 | |||||||
Business Acquisition, Pro Forma Earnings Per Share, Diluted | $ / shares | $ 0.38 | $ 0.51 | $ 0.46 | $ 0.73 | |||||||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | $ 99,248 | $ 99,248 | |||||||||
Carrying value of goodwill | 206,530 | 206,530 | $ 144,412 | ||||||||
Goodwill, Acquired During Period | $ 62,118 | ||||||||||
Towne [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Business Acquisition, Cash Paid | $ 62,375 | ||||||||||
Escrow Deposit | 16,500 | ||||||||||
Number of service points | 61 | ||||||||||
Number of independent contractor tractors | 525 | ||||||||||
Towne revenue | 230,000 | ||||||||||
Severance Costs | $ 2,456 | ||||||||||
Restructuring Reserve | 8,717 | ||||||||||
Business Combination, Acquisition Related Costs | 7,504 | ||||||||||
Carrying value of goodwill | 62,118 | ||||||||||
Business Combination, Acquired Receivables, Gross Contractual Amount | 24,068 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 2,916 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 2,095 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 614 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Assets | 2,159 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Total Liabilities Assumed, Total Tangible Assets | 31,852 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 128,118 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 159,970 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities | 27,311 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | 3,847 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt | 59,544 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities | 6,893 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 97,595 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Total Liabilities Assumed, Net Total Assets | 62,375 | ||||||||||
CST [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Business Acquisition, Cash Paid | $ 82,997 | ||||||||||
Noncash or Part Noncash Acquisition, Debt Assumed | $ 11,215 | ||||||||||
Escrow Deposit | 10,000 | ||||||||||
Business Combination, Acquisition Related Costs | $ 900 | ||||||||||
Operating Revenue Since Acquisition Date | $ 18,072 | 28,875 | |||||||||
Operating Income Since Acquisition Date | 2,284 | 2,286 | |||||||||
Net Income Since Acquisition Date | $ 1,388 | $ 1,381 | |||||||||
Business Combination Information, Earnings Per Share of Acquiree since Acquisition Date, Basic | $ / shares | $ 0.04 | $ 0.04 | |||||||||
Business Combination Information, Earnings Per Share of Acquiree since Acquisition Date, Diluted | $ / shares | $ 0.04 | $ 0.04 | |||||||||
Carrying value of goodwill | 51,710 | ||||||||||
Business Combination, Acquired Receivables, Gross Contractual Amount | 9,339 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 101 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 2,132 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 35 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Total Liabilities Assumed, Total Tangible Assets | 11,607 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 89,140 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 100,747 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities | 6,535 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt | 11,215 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 17,750 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Total Liabilities Assumed, Net Total Assets | 82,997 | ||||||||||
RGL [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Business Acquisition, Cash Paid | $ 1,350 | ||||||||||
Carrying value of goodwill | $ 4,206 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 287 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Total Liabilities Assumed, Total Tangible Assets | 287 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 7,888 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 8,175 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities | 1,000 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 1,000 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Total Liabilities Assumed, Net Total Assets | 7,175 | ||||||||||
MMT [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Business Acquisition, Cash Paid | $ 5,825 | ||||||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 1,000 | ||||||||||
Forward Air [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Carrying value of goodwill | 155,960 | 155,960 | 93,842 | ||||||||
Goodwill, Acquired During Period | 62,118 | ||||||||||
FASI [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Goodwill, Impaired, Accumulated Impairment Loss | (6,953) | (6,953) | (6,953) | ||||||||
Carrying value of goodwill | 12,359 | 12,359 | 12,359 | ||||||||
TQI [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Carrying value of goodwill | $ 45,164 | $ 45,164 | $ 45,164 | ||||||||
Trade Names [Member] | CST [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 2 years | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 500 | ||||||||||
Noncompete Agreements [Member] | CST [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 5 years | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 930 | ||||||||||
Noncompete Agreements [Member] | RGL [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 5 years | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 92 | ||||||||||
Customer Relationships [Member] | Towne [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 20 years | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 66,000 | ||||||||||
Customer Relationships [Member] | CST [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 15 years | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 36,000 | ||||||||||
Customer Relationships [Member] | RGL [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 15 years | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 3,590 | ||||||||||
Towne possible net working capital shortfall [Member] | Towne [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Escrow Deposit | 2,000 | ||||||||||
Towne potential claims [Member] | Towne [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Escrow Deposit | $ 14,500 |
Share-Based Payments - Stock Op
Share-Based Payments - Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 1,890 | $ 1,677 | $ 3,676 | $ 3,329 |
Employee Stock Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 342 | 331 | 678 | 646 |
Tax benefit related to share-based expense | 132 | 126 | 261 | 246 |
Unrecognized share-based compensation, net of estimated forfeitures | $ 2,266 | $ 2,314 | $ 2,266 | $ 2,314 |
Employee activity - stock options [Abstract] | ||||
Stock option grants expire (in years) | 7 years | |||
Grants, vesting period (in years) | 3 years | |||
Expected dividend yield (in hundredths) | 1.20% | 1.00% | 1.20% | |
Expected stock price volatility | 31.60% | 33.90% | 38.80% | |
Weighted Average Risk Free Interest Rate | 1.50% | 1.60% | 1.60% | |
Expected life of options (in years) | 4 years 6 months 11 days | 6 years 1 month 11 days | 5 years 3 months 11 days | |
Weighted-average fair value of options (dollars per share) | $ 11 | $ 16 | $ 14 | |
Outstanding, beginning of period (in shares) | 950 | 1,363 | ||
Granted (in shares) | 0 | 82 | ||
Exercised (in shares) | (48) | (529) | ||
Forfeited (in shares) | 0 | (14) | ||
Outstanding, end of period (in shares) | 902 | 902 | ||
Exercisable, end of period (in shares) | 712 | 712 | ||
Outstanding, beginning of period (in dollars per share) | $ 30 | $ 28 | ||
Grants in Period (in dollars per share) | 0 | 51 | ||
Exercises in Period (in dollars per share) | 25 | 27 | ||
Forfeited in period (in dollars per share) | 0 | 29 | ||
Outstanding, end of period (in dollars per share) | 31 | 31 | ||
Exercisable, end of period (in dollars per share) | $ 27 | $ 27 | ||
Aggregate Intrinsic Value Outstanding, end of period | $ 19,747 | $ 19,747 | ||
Aggregate Intrinsic Value Exercisable, end of period | $ 18,363 | $ 18,363 | ||
Weighted-average remaining contractual term Outstanding, end of period (in years) | 2 years 11 months 11 days | 2 years 11 months 11 days | ||
Weighted-average remaining contractual term Exercisable, end of period (in years) | 2 years 1 month 11 days | 2 years 1 month 11 days |
Share-Based Payments - Employee
Share-Based Payments - Employee Activity Non-vested Shares (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 1,890 | $ 1,677 | $ 3,676 | $ 3,329 |
Employee Non-vested Shares [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Grants, vesting period (in years) | 3 years | |||
Outstanding and non-vested, beginning of period (in shares) | 197 | 190 | ||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 0 | 100 | ||
Shares Vested in Period | 0 | (92) | ||
Shares Forfeited in Period | (3) | (4) | ||
Outstanding and non-vested, end of period (in shares) | 194 | 194 | ||
Outstanding and non-vested, weighted-average grant date fair value, beginning of period | $ 46 | $ 40 | ||
Grants in Period, Weighted Average Grant Date Fair Value | 0 | 51 | ||
Vested in Period, Weighed-average grant date fair value | 0 | 39 | ||
Forfeited in period (in dollars per share) | 46 | 44 | ||
Outstanding and non-vested, weighted-average grant date fair value, end of period | $ 46 | $ 46 | ||
Outstanding and non-vested, aggregate grant date fair value | $ 8,872 | $ 8,872 | ||
Share-based compensation expense | 1,022 | 895 | 2,010 | 1,820 |
Tax benefit related to share-based expense | 393 | 341 | 772 | 693 |
Unrecognized share-based compensation, net of estimated forfeitures | $ 7,231 | $ 6,087 | $ 7,231 | $ 6,087 |
Share-Based Payments - Employ26
Share-Based Payments - Employee Activity Performance Shares (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 1,890 | $ 1,677 | $ 3,676 | $ 3,329 |
Key Employee Performance Share Based Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Period of Share Price Performance Comparison to Peer Group | 3 years | |||
Minimum percentage of peer group by which Company share price must outperform before incremental performance shares are issued | 30.00% | |||
Percentage of Peer Group By Which Company Share Price Must Outperform Before Maximum Incremental Shares Are Issued | 90.00% | |||
Expected Stock Price Volatility Rate | 23.50% | 32.50% | ||
Weighted Average Risk Free Interest Rate | 1.00% | 0.70% | ||
Outstanding and non-vested, beginning of period (in shares) | 77 | 74 | ||
Grants in Period | 0 | 27 | ||
Additional Shares Awarded Based on Performance, Shares Issued in Period | 0 | 0 | ||
Shares Vested in Period | 0 | (24) | ||
Outstanding and non-vested, end of period (in shares) | 77 | 77 | ||
Outstanding and non-vested, weighted-average grant date fair value, beginning of period | $ 52 | $ 44 | ||
Grants in Period, Weighted Average Grant Date Fair Value | 0 | 67 | ||
Stock Issued During Period, Weighted Average Grant Date Fair Value | 0 | 0 | ||
Vested in Period, Weighed-average grant date fair value | 0 | 45 | ||
Outstanding and non-vested, weighted-average grant date fair value, end of period | $ 52 | $ 52 | ||
Outstanding and non-vested, aggregate grant date fair value | $ 4,016 | $ 4,016 | ||
Share-based compensation expense | 333 | 272 | 635 | $ 547 |
Tax benefit related to share-based expense | 128 | 104 | 244 | 209 |
Unrecognized share-based compensation, net of estimated forfeitures | $ 2,399 | $ 1,775 | $ 2,399 | $ 1,775 |
Share-Based Payments Share-Base
Share-Based Payments Share-Based Payments - Employee Stock Purchase Plan (Details) $ / shares in Units, $ in Thousands | 6 Months Ended | |
Jun. 30, 2015USD ($)$ / sharesshares | Jun. 30, 2014USD ($)$ / sharesshares | |
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | ||
Share-based compensation | $ 3,676 | $ 3,329 |
Employee Stock Purchase Plan [Member] | ||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in shares) | shares | 398,705 | |
Share-based Compensation Arrangement by Share-based Payment Award, Discount from Market Price, Purchase Date | 90.00% | |
Number of Large Lump Sum Contributions Related to ESPP Stock Purchases | 2 | |
Stock Issued During Period, Shares, Employee Stock Purchase Plans (in shares) | shares | 5,087 | 3,814 |
Share-based Compensation Arrangement by Share-based Payment Award, Per Share Weighted Average Price of Shares Purchased (in dollars per share) | $ / shares | $ 44.74 | $ 38.88 |
Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares | $ 7.52 | $ 8.97 |
Share-based compensation | $ 37 | $ 35 |
Share-Based Payments - Non-empl
Share-Based Payments - Non-employee Director Non-vested Shares (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Non-Employee Director Shares, Vesting Period (in years) | 1 year | |||
Share-based compensation expense | $ 1,890 | $ 1,677 | $ 3,676 | $ 3,329 |
Nonemployee Director Nonvested Shares Granted Member | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Outstanding and non-vested, beginning of period (in shares) | 15 | 15 | ||
Grants in Period | 11 | 11 | ||
Shares Vested in Period | (14) | (14) | ||
Outstanding and non-vested, end of period (in shares) | 12 | 12 | ||
Outstanding and non-vested, weighted-average grant date fair value, beginning of period | $ 44 | $ 44 | ||
Grants in Period, Weighted Average Grant Date Fair Value | 52 | 52 | ||
Vested in Period, Weighed-average grant date fair value | 43 | 43 | ||
Outstanding and non-vested, weighted-average grant date fair value, end of period | $ 52 | $ 52 | ||
Outstanding and non-vested, aggregate grant date fair value | $ 650 | $ 650 | ||
Share-based compensation expense | 156 | 144 | 316 | 281 |
Tax benefit related to share-based expense | 60 | 55 | 122 | 107 |
Unrecognized share-based compensation, net of estimated forfeitures | $ 541 | $ 515 | $ 541 | $ 515 |
Senior Credit Facility (Details
Senior Credit Facility (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Feb. 04, 2015 | |
Debt Instrument [Line Items] | |||
Line of Credit Facility Term, In Years | 5 | ||
Senior credit facility amount | $ 275,000 | ||
Interest rate spread above LIBOR as of reporting period (in hundredths) | 1.00% | ||
Base reference rate of credit facilities | LIBOR | ||
Letters of Credit Outstanding, Amount | $ 13,653 | ||
Available borrowing capacity | 136,347 | ||
Proceeds from term loan | $ 125,000 | $ 0 | |
Term Loan, Quarterly Payment Percentage | 11.10% | ||
Interest Rate on Term Loan | 1.30% | ||
Letter of Credit [Member] | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Capacity Available for Specific Purpose Other than for Trade Purchases | 25,000 | ||
Swing line loan [Member] | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Capacity Available for Specific Purpose Other than for Trade Purchases | 15,000 | ||
Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Senior credit facility amount | $ 150,000 | ||
Debt Instrument, Basis Spread on Variable Rate, Minimum | 0.30% | ||
Debt Instrument, Basis Spread on Variable Rate, Maximum | 0.80% | ||
Federal funds [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate spread above LIBOR as of reporting period (in hundredths) | 0.50% | ||
Term loan [Member] | |||
Debt Instrument [Line Items] | |||
Senior credit facility amount | $ 125,000 | ||
Debt Instrument, Basis Spread on Variable Rate, Minimum | 0.10% | ||
Debt Instrument, Basis Spread on Variable Rate, Maximum | 0.60% |
Net Income Per Share (Details)
Net Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Numerator [Abstract] | ||||
Net income and comprehensive income | $ 11,824 | $ 17,178 | $ 16,660 | $ 27,379 |
Income allocated to participating securities | (79) | (111) | ||
Numerator for basic and diluted income per share - net income | $ 11,745 | $ 17,178 | $ 16,549 | $ 27,379 |
Denominator [Abstract] | ||||
Denominator for basic income per share - weighted-average shares | 30,783 | 30,925 | 30,726 | 30,834 |
Denominator for diluted income per share - adjusted weighted-average shares | 31,104 | 31,408 | 31,088 | 31,364 |
Basic income per share (dollars per share) | $ 0.38 | $ 0.56 | $ 0.54 | $ 0.89 |
Diluted income per share (dollars per share) | $ 0.38 | $ 0.55 | $ 0.53 | $ 0.87 |
Total number anti-dilutive options, non-vested shares, and performance shares excluded from income per diluted share computation | 118 | 201 | ||
Stock Option [Member] | ||||
Denominator [Abstract] | ||||
Effect of dilutive stock options and non-vested shares | 291 | 442 | 327 | 481 |
Total number anti-dilutive options, non-vested shares, and performance shares excluded from income per diluted share computation | 97 | 182 | ||
Key Employee Performance Share Based Plan [Member] | ||||
Denominator [Abstract] | ||||
Effect of dilutive stock options and non-vested shares | 30 | 41 | 35 | 49 |
Total number anti-dilutive options, non-vested shares, and performance shares excluded from income per diluted share computation | 21 | 19 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Effective statutory federal income tax rate | 35.00% | 35.00% | 35.00% | 35.00% |
Effective Income Tax Rate, Continuing Operations | 38.50% | 37.60% |
Financial Instruments - Fair Va
Financial Instruments - Fair Value (Details) - Jun. 30, 2015 - USD ($) $ in Thousands | Total |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Base reference rate of credit facilities | LIBOR |
Interest rate spread above LIBOR as of reporting period (in hundredths) | 1.00% |
Other debt and capital leases | $ 1,810 |
Carrying Value | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Other debt and capital leases | $ 1,719 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||||
Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Feb. 07, 2014 | |
Shareholders' Equity [Line Items] | |||||||||
Dividends per share (in dollars per share) | $ 0.12 | $ 0.12 | $ 0.24 | $ 0.24 | |||||
Stock Repurchase Program, Number of Shares Authorized to be Repurchased | 2,000,000 | ||||||||
Stock Repurchase Program Number Of Shares Repurchased | 446,986 | ||||||||
Stock Repurchased and Retired During Period, Value | $ 19,985,000 | $ 0 | $ 19,985,000 | ||||||
Stock repurchased, common stock acquired, average cost per share | $ 44.71 | ||||||||
Stock Repurchase Program, Remaining Number of Shares Authorized to be Repurchased | 1,118,021 | 1,118,021 | |||||||
Common Stock [Member] | |||||||||
Shareholders' Equity [Line Items] | |||||||||
Dividends per share (in dollars per share) | $ 0.12 | $ 0.12 | $ 0.12 | $ 0.12 | $ 0.12 | $ 0.12 |
Segment Reporting (Details)
Segment Reporting (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Dec. 31, 2014USD ($) | |
Segment Reporting Information [Line Items] | |||||
External revenues | $ 249,694 | $ 193,852 | $ 455,612 | $ 365,420 | |
Depreciation and amortization | 9,519 | 7,751 | 18,202 | 14,764 | |
Allocated Share Based Compensation Expense | 1,890 | 1,677 | 3,676 | 3,329 | |
Interest expense | 570 | 101 | 934 | 183 | |
Interest income | 1 | 2 | 7 | ||
Income tax expense (benefit) | 7,425 | 10,428 | 10,425 | 16,502 | |
Net income (loss) | 11,824 | 17,178 | 16,660 | 27,379 | |
Total assets | 709,360 | 532,489 | 709,360 | 532,489 | $ 541,805 |
Capital expenditures | 6,733 | 13,872 | $ 11,962 | 33,420 | |
Number of reportable segments | 3 | ||||
Forward Air [Member] | |||||
Segment Reporting Information [Line Items] | |||||
External revenues | 210,529 | 153,457 | $ 378,180 | 286,849 | |
Intersegment revenues | 909 | 810 | 1,962 | 1,604 | |
Depreciation and amortization | 7,030 | 5,365 | 13,184 | 10,307 | |
Allocated Share Based Compensation Expense | 1,810 | 1,613 | 3,551 | 3,221 | |
Interest expense | 570 | 129 | 934 | 210 | |
Interest income | 1 | 2 | 7 | ||
Income tax expense (benefit) | 7,000 | 9,613 | 9,586 | 15,397 | |
Net income (loss) | 11,171 | 15,587 | 15,332 | 25,186 | |
Total assets | 773,689 | 601,430 | 773,689 | 601,430 | |
Capital expenditures | 2,840 | 11,707 | 5,637 | 22,702 | |
FASI [Member] | |||||
Segment Reporting Information [Line Items] | |||||
External revenues | 27,471 | 26,798 | 54,512 | 54,019 | |
Intersegment revenues | 213 | 137 | 396 | 238 | |
Depreciation and amortization | 1,504 | 1,449 | 3,086 | 2,727 | |
Allocated Share Based Compensation Expense | 64 | 43 | 96 | 81 | |
Interest expense | 1 | 2 | |||
Income tax expense (benefit) | 41 | 370 | 120 | 348 | |
Net income (loss) | 34 | 597 | 171 | 595 | |
Total assets | 45,334 | 41,154 | 45,334 | 41,154 | |
Capital expenditures | 2,046 | 874 | 2,236 | 4,555 | |
TQI [Member] | |||||
Segment Reporting Information [Line Items] | |||||
External revenues | 11,694 | 13,597 | 22,920 | 24,552 | |
Intersegment revenues | 126 | 84 | 163 | 191 | |
Depreciation and amortization | 985 | 937 | 1,932 | 1,730 | |
Allocated Share Based Compensation Expense | 16 | 21 | 29 | 27 | |
Interest expense | (29) | (29) | |||
Income tax expense (benefit) | 384 | 445 | 719 | 757 | |
Net income (loss) | 619 | 994 | 1,157 | 1,598 | |
Total assets | 89,930 | 88,286 | 89,930 | 88,286 | |
Capital expenditures | 1,847 | 1,291 | 4,089 | 6,163 | |
Elimination [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Intersegment revenues | (1,248) | (1,031) | (2,521) | (2,033) | |
Total assets | $ (199,593) | $ (198,381) | $ (199,593) | $ (198,381) |