Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Oct. 20, 2016 | |
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 | 30,523,021 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash | $ 11,312 | $ 33,312 |
Accounts receivable, less allowance of $1,924 in 2016 and $2,405 in 2015 | 115,327 | 109,165 |
Other current assets | 17,321 | 30,980 |
Total current assets | 143,960 | 173,457 |
Property and equipment | 369,582 | 343,147 |
Less accumulated depreciation and amortization | 172,348 | 155,859 |
Total property and equipment, net | 197,234 | 187,288 |
Goodwill and other acquired intangibles: | ||
Goodwill | 184,675 | 205,609 |
Other acquired intangibles, net of accumulated amortization of $58,943 in 2016 and $51,212 in 2015 | 109,041 | 127,800 |
Total net goodwill and other acquired intangibles | 293,716 | 333,409 |
Other assets | 6,603 | 5,778 |
Total assets | 641,513 | 699,932 |
Current liabilities: | ||
Accounts payable | 18,415 | 23,334 |
Accrued expenses | 30,843 | 29,823 |
Current portion of debt and capital lease obligations | 41,866 | 55,887 |
Total current liabilities | 91,124 | 109,044 |
Long-term debt and capital lease obligations, less current portion | 814 | 28,617 |
Other long-term liabilities | 14,726 | 12,340 |
Deferred income taxes | 39,007 | 39,876 |
Shareholders' equity: | ||
Preferred stock | 0 | 0 |
Common stock, $0.01 par value: Authorized shares - 50,000,000, Issued and outstanding shares - 30,283,518 in 2016 and 30,543,864 in 2015 | 303 | 305 |
Additional paid-in capital | 174,450 | 160,855 |
Retained earnings | 321,089 | 348,895 |
Total shareholders' equity | 495,842 | 510,055 |
Total liabilities and shareholders' equity | $ 641,513 | $ 699,932 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) Parenthetical - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Accounts receivable, allowance | $ 1,924 | $ 2,405 |
Other acquired intangibles, accumulated amortization | $ 58,943 | $ 51,212 |
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) | 30,283,518 | 30,543,864 |
Common stock, outstanding shares (in shares) | 30,283,518 | 30,543,864 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Operating revenue | $ 249,552 | $ 247,093 | $ 717,737 | $ 702,705 |
Operating expenses: | ||||
Purchased transportation | 105,039 | 104,434 | 300,783 | 301,253 |
Salaries, wages and employee benefits | 60,161 | 59,025 | 175,857 | 174,815 |
Operating leases | 16,215 | 17,072 | 44,684 | 51,105 |
Depreciation and amortization | 9,399 | 9,399 | 28,409 | 27,601 |
Insurance and claims | 7,170 | 5,161 | 19,213 | 16,531 |
Fuel expense | 3,416 | 3,826 | 9,375 | 12,034 |
Other operating expenses | 23,452 | 23,575 | 65,218 | 66,608 |
Impairment of goodwill, intangibles and other assets | 0 | 0 | 42,442 | 0 |
Total operating expenses | 224,852 | 222,492 | 685,981 | 649,947 |
Income from operations | 24,700 | 24,601 | 31,756 | 52,758 |
Other income (expense): | ||||
Interest expense | (216) | (554) | (1,230) | (1,489) |
Other, net | (4) | 10 | (149) | (127) |
Total other income (expense) | (220) | (544) | (1,379) | (1,616) |
Income before income taxes | 24,480 | 24,057 | 30,377 | 51,142 |
Income tax expense | 12,549 | 8,370 | 15,413 | 18,795 |
Net income and comprehensive income | $ 11,931 | $ 15,687 | $ 14,964 | $ 32,347 |
Net income per share: | ||||
Basic (in dollars per share) | $ 0.39 | $ 0.51 | $ 0.49 | $ 1.04 |
Diluted (in dollars per share) | 0.39 | 0.50 | 0.49 | 1.03 |
Common Stock [Member] | ||||
Dividends per share: | ||||
Dividends per share (in dollars per share) | $ 0.12 | $ 0.12 | $ 0.36 | $ 0.36 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Operating activities: | ||
Net income | $ 14,964 | $ 32,347 |
Adjustments to reconcile net income to net cash provided by operating activities | ||
Depreciation and amortization | 28,409 | 27,601 |
Impairment of goodwill, intangibles and other assets | 42,442 | 0 |
Share-based compensation | 6,204 | 5,562 |
Loss (gain) on disposal of property and equipment | 201 | (3) |
Provision for loss on receivables | 268 | 463 |
Provision for revenue adjustments | 1,570 | 3,391 |
Deferred income tax | 661 | 5,546 |
Excess tax benefit for stock options exercised | (137) | (2,365) |
Changes in operating assets and liabilities | ||
Accounts receivable | (8,000) | 866 |
Other current assets | 13,083 | (1,531) |
Accounts payable and accrued expenses | (5,057) | (14,562) |
Net cash provided by operating activities | 94,608 | 57,315 |
Investing activities: | ||
Proceeds from disposal of property and equipment | 1,795 | 1,200 |
Purchases of property and equipment | (28,725) | (18,541) |
Acquisition of business, net of cash acquired | (11,800) | (61,878) |
Other | (673) | (598) |
Net cash used in investing activities | (39,403) | (79,817) |
Financing activities: | ||
Proceeds from term loan | 0 | 125,000 |
Payments of debt and capital lease obligations | (41,825) | (87,367) |
Proceeds from exercise of stock options | 7,041 | 11,351 |
Payments of cash dividends | (10,987) | (11,133) |
Repurchase of common stock (repurchase program) | (29,986) | (9,996) |
Common stock issued under employee stock purchase plan | 215 | 228 |
Excess tax benefit for stock options exercised | 137 | 2,365 |
Cash settlement of share-based awards for minimum tax withholdings | (1,800) | (1,931) |
Net cash (used in) provided by financing activities | (77,205) | 28,517 |
Net (decrease) increase in cash | (22,000) | 6,015 |
Cash at beginning of period | 33,312 | 41,429 |
Cash at end of period | $ 11,312 | $ 47,444 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2016 | |
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”, “We”, “Our”) services can be classified into four principal reportable segments: Expedited LTL, Expedited Truckload Services (“TLX”), Intermodal and Pool Distribution (See note 11). In our Expedited LTL segment, we provide time-definite transportation services to the North American deferred air freight market. Our Expedited LTL service operates a comprehensive national network for the time-definite surface transportation of expedited ground freight. The Expedited LTL service offers customers local pick-up and delivery and scheduled surface transportation of cargo as a cost effective, reliable alternative to air transportation. Expedited LTL’s other services include shipment consolidation and deconsolidation, warehousing, customs brokerage, and other handling. The Expedited LTL segment primarily provides its transportation services through a network of terminals located at or near airports in the United States and Canada. In our TLX segment, we provide expedited truckload brokerage, dedicated fleet services and maximum security and temperature-controlled logistics services. We are able to expedite this service by utilizing a dedicated fleet of team owner operators, some team company drivers as well as third party transportation providers. The TLX segment provides full truckload service in the United States and Canada. In our Intermodal segment, we provide container and intermodal drayage services primarily within the Midwest region of the United States. Drayage is essentially the first and last mile of the movement of an intermodal container. We are providing this service both to and from ports and rail heads. Our Intermodal segment also provides dedicated contract and Container Freight Station (“CFS”) warehouse and handling services. Today Intermodal operates primarily in the Midwest but through acquisition as well as green-field start-ups we anticipate moving into other geographies within the United States. In our Pool Distribution segment, we provide 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. Our primary customers for this service are regional and nationwide distributors and retailers, such as mall, strip mall and outlet based retail chains. 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 nine months ended September 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016 . 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, 2015 . 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 | 9 Months Ended |
Sep. 30, 2016 | |
Recent Accounting Pronouncements [Abstract] | |
Recent Accounting Pronouncements [Text Block] | Recent Accounting Pronouncements In March 2016, the Financial Accounting Standards Board (FASB) issued guidance that changes the accounting for certain aspects of share-based payments to employees. The guidance requires the recognition of the income tax effects of awards in the income statement when the awards vest or are settled, thus eliminating additional paid in capital (APIC) pools. The guidance also allows for the employer to repurchase more of an employee’s shares for tax withholding purposes without triggering liability accounting. In addition, the guidance allows for a policy election to account for forfeitures as they occur rather than on an estimated basis. The guidance is effective in 2017 with early adoption permitted. We plan to adopt this guidance in January 2017 and while the elimination of APIC pools will result in increased volatility of our effective tax rate, the overall impact is expected to be minimal. In February 2016, the FASB, issued ASU 2016-02, Leases, which introduces the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous guidance. The guidance will be effective for annual reporting periods beginning after December 15, 2018 and interim periods within those fiscal years with early adoption permitted. We are evaluating the impact of the future adoption of this standard on our consolidated financial statements. In November 2015, the FASB issued Accounting Standard Update No. 2015-17, "Balance Sheet Classification of Deferred Taxes", an update to ASC 740, Income Taxes (“Update”). Current GAAP requires an entity to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified statement of financial position. To simplify the presentation of deferred income taxes, the amendments in this Update require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by the amendments in this Update. For public business entities, the amendments in this Update are effective for financial statements issued for annual periods beginning after December 15, 2017, and interim periods within those annual periods. The FASB also decided to permit earlier application by all entities as of the beginning of any interim or annual reporting period. The FASB further provides that this Update may be applied to all deferred tax liabilities and assets retrospectively to all periods presented. We adopted the Update retrospectively for the year ended December 31, 2015. 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. The guidance permits the use of either a retrospective or cumulative effect transition method. We have not yet selected a transition method and are 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 | 9 Months Ended |
Sep. 30, 2016 | |
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 $61,878 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 Expedited LTL and TLX segments with opportunities to expand their 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 the Company. 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 Expedited LTL and TLX reportable segments. As the operations of Towne were fully integrated into the Company's existing networks 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 nine months ended September 30, 2015 the Company recognized expense and recorded liabilities of $2,588 and $11,290 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. During the nine months ended September 30, 2015, the Company also incurred expense of $9,059 for various other integration and transaction related costs which are largely included in other operating expenses. In conjunction with the Towne acquisition, the Company vacated certain duplicate facilities under long-term non-cancelable leases and recorded contract termination costs. As of September 30, 2016, the Company's reserve for remaining payments on vacated facilities was $4,775 . During the three and nine months ended September 30, 2016, we paid $700 and $3,862 respectively in recurring payments on these non-cancelable leases. Acquisition of Triumph and Ace As part of the Company's strategy to expand its Intermodal operations, in August 2016, we acquired certain assets of Triumph Transport, Inc. and Triumph Repair Service, Inc. (together referred to as “Triumph”) for $10,100 and a potential earnout of $1,250 . The assets, liabilities, and operating results of Triumph have been included in the Company's consolidated financial statements from the date of acquisition and have been assigned to the Intermodal reportable segment. In January 2016, the Company also acquired certain assets of Ace Cargo, LLC ("Ace") for $1,700 . The assets, liabilities, and operating results of Ace have been included in the Company's consolidated financial statements from the date of acquisition and have been assigned to the Intermodal reportable segment. Allocations of Purchase Prices The following table presents the allocations of the Towne, Triumph and Ace purchase prices to the assets acquired and liabilities assumed based on their estimated fair values and resulting residual goodwill (in thousands): Triumph & Ace Towne 2016 March 9, 2015 Tangible assets: Accounts receivable $ — $ 24,068 Prepaid expenses and other current assets — 2,916 Property and equipment 1,294 2,095 Other assets — 614 Total tangible assets 1,294 29,693 Intangible assets: Non-compete agreements 139 — Customer relationships 5,335 66,000 Goodwill 6,282 59,666 Total intangible assets 11,756 125,666 Total assets acquired 13,050 155,359 Liabilities assumed: Current liabilities — 28,920 Other liabilities 1,250 3,886 Debt and capital lease obligations — 59,544 Deferred income taxes — 1,131 Total liabilities assumed 1,250 93,481 Net assets acquired $ 11,800 $ 61,878 The acquired definite-live intangible assets have the following useful lives: Useful Lives Triumph & Ace Towne Customer relationships 15 years 20 years Non-compete agreements 5 years - The fair value of the non-compete agreements and customer relationships assets were estimated using an income approach (level 3). Under this method, an intangible asset's fair value is equal to the present value of the incremental after-tax cash flows (excess earnings) attributable solely to the intangible asset over its remaining useful life. To estimate fair value, the Company used cash flows discounted at rates considered appropriate given the inherent risks associated with each type of asset. The Company believes that the level and timing of cash flows appropriately reflect market participant assumptions. Cash flows were assumed to extend through the remaining economic useful life of each class of intangible asset. Pro forma The following unaudited pro forma information presents a summary of the Company's consolidated results of operations as if the Towne acquisition occurred as of January 1, 2015 (in thousands, except per share data). Nine months ended September 30, 2016 September 30, 2015 Operating revenue $ 717,737 $ 736,932 Income from operations 31,756 50,451 Net income 14,964 29,868 Net income per share Basic $ 0.49 $ 0.97 Diluted $ 0.49 $ 0.96 The unaudited pro forma consolidated results for the nine month periods are based on the historical financial information of Towne. The unaudited pro forma consolidated results incorporate historical financial information since January 1, 2015. 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, 2015. Goodwill The Company conducted its annual impairment assessments and tests of goodwill for each reporting unit as of June 30, 2016. The first step of the goodwill impairment test is the Company's assessment of qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than the reporting unit's carrying amount, including goodwill. When performing the qualitative assessment, the Company considers the impact of factors including, but not limited to, macroeconomic and industry conditions, overall financial performance of each reporting unit, litigation and new legislation. If based on the qualitative assessments, the Company believes it more likely than not that the fair value of a reporting unit is less than the reporting unit's carrying amount, or periodically as deemed appropriate by management, the Company will prepare an estimation of the respective reporting unit's fair value utilizing a quantitative approach. If a quantitative fair value estimation is required, the Company estimates 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 estimates for goodwill are classified within level 3 of the fair value hierarchy as defined in the FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles (“the FASB Codification”). If this estimation of fair value indicates that impairment potentially exists, the Company will then measure the amount of the impairment, if any. Goodwill impairment exists when the estimated implied fair value of goodwill is less than its carrying value. Changes in strategy or market conditions could significantly impact these fair value estimates and require adjustments to recorded asset balances. Our 2016 assessments and calculations for LTL, Intermodal and Pool Distribution indicated that, as of June 30, 2016, the fair value of each reporting unit exceeded their carrying value. However, due to the financial performance of the Total Quality, Inc. ("TQI") reporting unit falling notably short of previous projections, declining revenue from significant customers and strategic initiatives not having the required impact on financial results, the Company reduced TQI's projected cash flows and as a result the estimate of TQI's fair value no longer exceeded the respective carrying value. As a result of these assessments, the Company concluded that an impairment loss was probable and could be reasonably estimated for the TQI reporting unit, which is included in the TLX reportable segment. Consequently, the Company recorded a goodwill impairment charge of $25,686 for the TQI reporting unit during the three months ended June 30, 2016. The following is a summary of the changes in goodwill for the nine months ended September 30, 2016. Approximately $100,156 of goodwill, not including the goodwill acquired with the Towne acquisition, is deductible for tax purposes. Expedited LTL Expedited Truckload Pool Distribution Intermodal Total Accumulated Accumulated Accumulated Accumulated Goodwill Impairment Goodwill Impairment Goodwill Impairment Goodwill Impairment Net Beginning balance, December 31, 2015 $ 99,123 $ — $ 45,164 $ — $ 12,359 $ (6,953 ) $ 55,916 $ — $ 205,609 Triumph and Ace Acquisition — — — — — — 6,282 — 6,282 TQI impairment — — — (25,686 ) — — — — (25,686 ) Adjustment to Towne acquisition (1,530 ) — — — — — — — (1,530 ) Ending balance, September 30, 2016 $ 97,593 $ — $ 45,164 $ (25,686 ) $ 12,359 $ (6,953 ) $ 62,198 $ — $ 184,675 Additionally, the Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Impairment is recognized on assets classified as held and used when the sum of undiscounted estimated cash flows expected to result from the use of the asset is less than the carrying value. If such measurement indicates a possible impairment, the estimated fair value of the asset is compared to its net book value to measure the impairment charge, if any. In conjunction with the TQI goodwill impairment assessment the Company determined there were indicators that TQI's customer relationship and non-compete intangible assets were impaired as the undiscounted cash flows associated with the applicable assets no longer exceeded the related assets' net book values. The Company then estimated the current market values of the customer relationship and non-compete assets using an income approach (level 3). Under this method, an intangible asset's fair value is equal to the present value of the incremental after-tax cash flows (excess earnings) attributable solely to the intangible asset over its remaining useful life. To estimate fair value, the Company used cash flows discounted at rates considered appropriate given the inherent risks associated with each type of asset. The Company believes that the level and timing of cash flows appropriately reflect market participant assumptions. As a result of these estimates the Company recorded an impairment charge of $16,501 related to TQI customer relationships. The Company is still in the process of finalizing certain valuations related to the goodwill and customer relationship impairment analyses. Adjustments, if any, to its estimates as a result of completing its valuation analysis will be recorded during the three months ended December 31, 2016. In addition, during the three months ended June 30, 2016, the Company also discontinued use of an owned maintenance facility and began efforts to sell the property. In conjunction with these actions, the Company incurred a $255 impairment charge that was estimated using current offers received to sell the property less estimated cost to sell the facility. |
Share-Based Payments
Share-Based Payments | 9 Months Ended |
Sep. 30, 2016 | |
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 estimate their fair value during the three and nine months ended September 30, 2016 and 2015 were as follows: Three months ended September 30, September 30, Expected dividend yield — % 1.2 % Expected stock price volatility — % 29.8 % Weighted average risk-free interest rate — % 1.4 % Expected life of options (years) — 4.5 Weighted average grant date fair value $ — $ 12 Nine months ended September 30, September 30, Expected dividend yield 1.0 % 1.0 % Expected stock price volatility 29.0 % 33.7 % Weighted average risk-free interest rate 1.3 % 1.6 % Expected life of options (years) 6.0 6.0 Weighted average grant date fair value $ 12 $ 16 The following tables summarize the Company’s employee stock option activity and related information: Three months ended September 30, 2016 Weighted- Weighted- Aggregate Average Average Intrinsic Remaining Options Exercise Value Contractual (000) Price (000) Term Outstanding at June 30, 2016 855 $ 34 Granted — — Exercised (263 ) 23 Forfeited — — Outstanding at September 30, 2016 592 $ 40 $ 3,355 4.0 Exercisable at September 30, 2016 364 $ 36 $ 3,351 2.8 Three months ended September 30, September 30, Share-based compensation for options $ 377 $ 352 Tax benefit for option compensation $ 140 $ 137 Unrecognized compensation cost for options, net of estimated forfeitures $ 2,036 $ 1,977 Weighted average period over which unrecognized compensation will be recognized (years) 1.9 Nine months ended September 30, 2016 Weighted- Weighted- Aggregate Average Average Intrinsic Remaining Options Exercise Value Contractual (000) Price (000) Term Outstanding at December 31, 2015 786 $ 32 Granted 122 44 Exercised (311 ) 23 Forfeited (5 ) 38 Outstanding at September 30, 2016 592 $ 40 $ 3,355 4.0 Exercisable at September 30, 2016 364 $ 36 $ 3,351 2.8 Nine months ended September 30, September 30, Share-based compensation for options $ 1,101 $ 1,029 Tax benefit for option compensation $ 407 $ 403 Unrecognized compensation cost for options, net of estimated forfeitures $ 2,036 $ 1,977 Weighted average period over which unrecognized compensation will be recognized (years) 1.9 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 September 30, 2016 Weighted- Aggregate Non-vested Average Grant Date Shares Grant Date Fair Value (000) Fair Value (000) Outstanding and non-vested at June 30, 2016 228 $ 45 Granted — — Vested (1 ) 47 Forfeited (3 ) 45 Outstanding and non-vested at September 30, 2016 224 $ 45 $ 10,173 Three months ended September 30, September 30, Share-based compensation for non-vested shares $ 1,176 $ 1,031 Tax benefit for non-vested share compensation $ 434 $ 403 Unrecognized compensation cost for non-vested shares, net of estimated forfeitures $ 7,147 $ 6,148 Weighted average period over which unrecognized compensation will be recognized (years) 2.0 Nine months ended September 30, 2016 Weighted- Aggregate Non-vested Average Grant Date Shares Grant Date Fair Value (000) Fair Value (000) Outstanding and non-vested at December 31, 2015 191 $ 46 Granted 134 44 Vested (94 ) 44 Forfeited (7 ) 46 Outstanding and non-vested at September 30, 2016 224 $ 45 $ 10,173 Nine months ended September 30, September 30, Share-based compensation for non-vested shares $ 3,434 $ 3,042 Tax benefit for non-vested share compensation $ 1,270 $ 1,190 Unrecognized compensation cost for non-vested shares, net of estimated forfeitures $ 7,147 $ 6,148 Weighted average period over which unrecognized compensation will be recognized (years) 2.0 Employee Activity - Performance Shares The Company annually grants performance shares to key employees. Under the terms of the performance share agreements, 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 total shareholder return as compared to the total shareholder return of a selected peer group. No shares may be issued if the Company's total shareholder return outperforms 30% or less of the peer group, but the number of shares issued may be doubled if the Company's total shareholder return performs better than 90% of the peer group. The fair value of the performance shares was estimated using a Monte Carlo simulation. The weighted average assumptions used in the Monte Carlo estimate were as follows: Nine months ended September 30, September 30, Expected stock price volatility 22.3 % 23.5 % Weighted average risk-free interest rate 0.8 % 1.0 % The following tables summarize the Company’s employee performance share activity, assuming median share awards, and related information: Three months ended September 30, 2016 Weighted- Aggregate Performance Average Grant Date Shares Grant Date Fair Value (000) Fair Value (000) Outstanding and non-vested at June 30, 2016 80 $ 55 Granted — — Additional shares awarded based on performance — — Vested — — Outstanding and non-vested at September 30, 2016 80 $ 55 $ 4,373 Three months ended September 30, September 30, Share-based compensation for performance shares $ 367 $ 337 Tax benefit for performance share compensation $ 136 $ 132 Unrecognized compensation cost for performance shares, net of estimated forfeitures $ 2,076 $ 2,062 Weighted average period over which unrecognized compensation will be recognized (years) 1.8 Nine months ended September 30, 2016 Weighted- Aggregate Performance Average Grant Date Shares Grant Date Fair Value (000) Fair Value (000) Outstanding and non-vested at December 31, 2015 77 $ 52 Granted 29 49 Additional shares awarded based on performance 7 40 Vested (33 ) 40 Outstanding and non-vested at September 30, 2016 80 $ 55 $ 4,373 Nine months ended September 30, September 30, Share-based compensation for performance shares $ 1,080 $ 972 Tax benefit for performance share compensation $ 400 $ 380 Unrecognized compensation cost for performance shares, net of estimated forfeitures $ 2,076 $ 2,062 Weighted average period over which unrecognized compensation will be recognized (years) 1.8 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 387,395 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 nine months ended September 30, 2016, participants under the plan purchased 5,592 shares at an average price of $38.50 per share. For the nine months ended September 30, 2015, participants under the plan purchased 5,087 shares at an average price of $44.74 per share. The weighted-average fair value of each purchase right under the ESPP granted for the nine months ended September 30, 2016, which is equal to the discount from the market value of the common stock at the end of each six month purchase period, was $6.03 per share. The weighted-average fair value of each purchase right under the ESPP granted for the nine months ended September 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. Share-based compensation expense of $34 and $37 was recognized during the nine months ended September 30, 2016 and 2015, 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 September 30, 2016 Weighted- Aggregate Non-vested Average Grant Date Shares Grant Date Fair Value (000) Fair Value (000) Outstanding and non-vested at June 30, 2016 16 $ 44 Granted — — Vested — — Outstanding and non-vested at September 30, 2016 16 $ 44 $ 688 Three months ended September 30, September 30, Share-based compensation for non-vested shares $ 173 $ 166 Tax benefit for non-vested share compensation $ 64 $ 65 Unrecognized compensation cost for non-vested shares, net of estimated forfeitures $ 419 $ 424 Weighted average period over which unrecognized compensation will be recognized (years) 0.6 Nine months ended September 30, 2016 Weighted- Aggregate Non-vested Average Grant Date Shares Grant Date Fair Value (000) Fair Value (000) Outstanding and non-vested at December 31, 2015 15 $ 51 Granted 16 44 Vested (15 ) 51 Outstanding and non-vested at September 30, 2016 16 $ 44 $ 688 Nine months ended September 30, September 30, Share-based compensation for non-vested shares $ 555 $ 482 Tax benefit for non-vested share compensation $ 198 $ 189 Unrecognized compensation cost for non-vested shares, net of estimated forfeitures $ 419 $ 424 Weighted average period over which unrecognized compensation will be recognized (years) 0.6 |
Senior Credit Facility
Senior Credit Facility | 9 Months Ended |
Sep. 30, 2016 | |
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 September 30, 2016 , the Company had no borrowings outstanding under the revolving credit facility. At September 30, 2016 , the Company had utilized $9,414 of availability for outstanding letters of credit and had $140,586 of available borrowing capacity outstanding under the revolving credit facility. In conjunction with the acquisition of Towne (see note 3), 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 1.8% at September 30, 2016. The remaining balance on the term loan was $41,675 as of September 30, 2016 and is a current liability. The balance on the term loan was $83,338 and the interest rate was 1.5% as of December 31, 2015. |
Net Income Per Share
Net Income Per Share | 9 Months Ended |
Sep. 30, 2016 | |
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 Nine months ended September 30, September 30, September 30, 2016 September 30, 2015 Numerator: Net income and comprehensive income $ 11,931 $ 15,687 $ 14,964 $ 32,347 Income allocated to participating securities (93 ) (104 ) (114 ) (215 ) Numerator for basic and diluted income per share - net income $ 11,838 $ 15,583 $ 14,850 $ 32,132 Denominator (in thousands): Denominator for basic income per share - weighted-average shares 30,191 30,715 30,316 30,750 Effect of dilutive stock options (in thousands) 117 250 151 300 Effect of dilutive performance shares (in thousands) 30 33 29 34 Denominator for diluted income per share - adjusted weighted-average shares 30,338 30,998 30,496 31,084 Basic net income per share $ 0.39 $ 0.51 $ 0.49 $ 1.04 Diluted net income per share $ 0.39 $ 0.50 $ 0.49 $ 1.03 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: September 30, September 30, Anti-dilutive stock options (in thousands) 309 176 Anti-dilutive performance shares (in thousands) — 23 Anti-dilutive non-vested shares and deferred stock units (in thousands) — — Total anti-dilutive shares (in thousands) 309 199 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2016 | |
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 nine months ended September 30, 2016 and 2015, 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 nine months ended September 30, 2016 was 50.7% compared to a rate of 36.8% for the same period in 2015. The increase in the 2016 effective tax rate was attributable to the TQI goodwill write off (Note 3) that is not deductible for tax purposes. |
Financial Instruments
Financial Instruments | 9 Months Ended |
Sep. 30, 2016 | |
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: September 30, 2016 Carrying Value Fair Value Capital leases $ 1,103 $ 1,220 The Company's fair value estimates for the above financial instruments are classified within level 3 of the fair value hierarchy. |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Sep. 30, 2016 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | Shareholders' Equity During each quarter of 2015 and the first, second and third quarters of 2016, the Company's Board of Directors declared a cash dividend of $0.12 per share of common stock. The Company expects to continue to pay regular quarterly cash dividends, though each subsequent quarterly dividend is subject to review and approval by the Board of Directors. On February 7, 2014, our Board of Directors approved a stock repurchase authorization for up to two million shares of our common stock. During the three months ended September 30, 2016, we repurchased 222,388 shares for $9,996, or an average of $44.95 per share. During the nine months ended September 30, 2016, we repurchased 676,773 shares for $29,986, or an average of $44.31 per share. During the three and nine months ended September 30, 2015, we repurchased 204,590 for $9,996, or $48.86 per share. On July 21, 2016, our Board of Directors canceled the Company’s remaining 2014 share repurchase authorization and approved a stock repurchase authorization for up to three million shares of the Company’s common stock. All shares remain for repurchase, as shares repurchased in the three months ended September 30, 2016 were made under the 2014 plan. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
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 should be realized immediately as the events underlying the claims have already occurred as of the balance sheet dates. Because of the uncertainty of the ultimate resolution of outstanding claims, as well as uncertainty regarding claims incurred but not reported, it is possible that management’s provision for these losses could change materially in the near term. However, no estimate can currently be made of the range of additional loss that is at least reasonably possible. |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting The Company operates in four reportable segments based on information available to and used by the chief operating decision maker. Expedited LTL provides time-definite transportation and logistics services to the deferred air freight market. The TLX segment provides expedited truckload brokerage, dedicated fleet services and maximum security and temperature-controlled logistics services. Our Intermodal segment provides container and intermodal drayage services. Pool Distribution provides pool distribution services primarily to regional and national distributors and retailers. During the first quarter of 2016, the Company changed its reportable segments to separate its truckload and intermodal businesses from our Expedited LTL service and to aggregate reporting for truckload services into a single segment. The Company previously reported three segments: Forward Air, Forward Air Solutions and Total Quality, Inc. Consequently, the Company now reports four segments: Expedited LTL, Expedited Truckload Services (“TLX”), Intermodal and Pool Distribution. All prior year segment amounts have been restated to reflect this new reporting structure. Except for certain insurance activity, the accounting policies of the segments are the same as those described in the summary of significant accounting policies disclosed in Note 1 to the Consolidated Financial Statements included in the Company’s 2015 Annual Report on Form 10-K. For workers compensation and vehicle claims each segment is charged an insurance premium and is also charged a deductible that corresponds with the our corporate deductibles disclosed in Note 1 to the Consolidated Financial Statements included in the Company’s 2015 Annual Report on Form 10-K. However, any losses beyond our deductibles and any loss development factors applied to our outstanding claims as a result of actuary analysis are not passed to the segments, but kept at the corporate level. 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 income from operations. The Company’s business is conducted in the U.S. and Canada. The following tables summarize segment information about results from operations and assets used by the chief operating decision maker of the Company in making decisions regarding allocation of assets and resources as of and for the three and nine months ended September 30, 2016 and 2015. Three months ended September 30, 2016 Expedited LTL Expedited Truckload Pool Distribution Intermodal Eliminations & other Consolidated External revenues $ 143,753 $ 41,927 $ 36,305 $ 27,567 $ — $ 249,552 Intersegment revenues 584 283 132 12 (1,011 ) — Depreciation and amortization 5,470 1,470 1,472 987 — 9,399 Share-based compensation expense 1,792 98 84 119 — 2,093 Interest expense 385 — — 12 (181 ) 216 Income (loss) from operations 21,014 2,038 66 3,041 (1,459 ) 24,700 Total assets 634,028 52,465 46,327 128,048 (219,355 ) 641,513 Capital expenditures 11,915 36 722 11 — 12,684 Three months ended September 30, 2015 Expedited LTL Expedited Truckload Pool Distribution Intermodal Eliminations & other Consolidated External revenues $ 148,647 $ 38,088 $ 31,949 $ 28,568 $ (159 ) $ 247,093 Intersegment revenues 565 440 184 322 (1,511 ) — Depreciation and amortization 5,403 1,590 1,451 939 16 9,399 Share-based compensation expense 1,514 219 69 84 — 1,886 Interest expense 535 — — 19 — 554 Income (loss) from operations 21,594 3,170 555 3,536 (4,254 ) 24,601 Total assets 652,946 89,659 45,017 118,035 (206,992 ) 698,665 Capital expenditures 3,484 1,879 1,108 108 — 6,579 Nine months ended September 30, 2016 Expedited LTL Expedited Truckload Pool Distribution Intermodal Eliminations & other Consolidated External revenues $ 421,194 $ 119,574 $ 100,726 $ 76,243 $ — $ 717,737 Intersegment revenues 2,216 696 427 148 (3,487 ) — Depreciation and amortization 16,278 4,944 4,434 2,753 — 28,409 Share-based compensation expense 5,353 260 251 340 — 6,204 Interest expense 1,345 — — 66 (181 ) 1,230 Income (loss) from operations 63,026 (36,679 ) (191 ) 8,170 (2,570 ) 31,756 Total assets 634,028 52,465 46,327 128,048 (219,355 ) 641,513 Capital expenditures 24,487 1,821 2,275 142 — 28,725 Nine months ended September 30, 2015 Expedited LTL Expedited Truckload Pool Distribution Intermodal Eliminations & other Consolidated External revenues $ 425,992 $ 110,935 $ 86,460 $ 78,705 $ 613 $ 702,705 Intersegment revenues 1,285 1,460 580 707 (4,032 ) — Depreciation and amortization 15,707 4,514 4,492 2,854 34 27,601 Share-based compensation expense 4,511 637 220 194 — 5,562 Interest expense 1,058 — — 65 366 1,489 Income (loss) from operations 57,275 10,521 758 8,843 (24,639 ) 52,758 Total assets 652,946 89,659 45,017 118,035 (206,992 ) 698,665 Capital expenditures 8,834 5,968 3,344 395 — 18,541 |
Acquisitions and Goodwill (Tabl
Acquisitions and Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill [Line Items] | |
Schedule of Purchase Price Allocation [Table Text Block] | The following table presents the allocations of the Towne, Triumph and Ace purchase prices to the assets acquired and liabilities assumed based on their estimated fair values and resulting residual goodwill (in thousands): Triumph & Ace Towne 2016 March 9, 2015 Tangible assets: Accounts receivable $ — $ 24,068 Prepaid expenses and other current assets — 2,916 Property and equipment 1,294 2,095 Other assets — 614 Total tangible assets 1,294 29,693 Intangible assets: Non-compete agreements 139 — Customer relationships 5,335 66,000 Goodwill 6,282 59,666 Total intangible assets 11,756 125,666 Total assets acquired 13,050 155,359 Liabilities assumed: Current liabilities — 28,920 Other liabilities 1,250 3,886 Debt and capital lease obligations — 59,544 Deferred income taxes — 1,131 Total liabilities assumed 1,250 93,481 Net assets acquired $ 11,800 $ 61,878 |
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 Triumph & Ace Towne Customer relationships 15 years 20 years Non-compete agreements 5 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 Towne acquisition occurred as of January 1, 2015 (in thousands, except per share data). Nine months ended September 30, 2016 September 30, 2015 Operating revenue $ 717,737 $ 736,932 Income from operations 31,756 50,451 Net income 14,964 29,868 Net income per share Basic $ 0.49 $ 0.97 Diluted $ 0.49 $ 0.96 |
Schedule of Goodwill [Table Text Block] | The following is a summary of the changes in goodwill for the nine months ended September 30, 2016. Approximately $100,156 of goodwill, not including the goodwill acquired with the Towne acquisition, is deductible for tax purposes. Expedited LTL Expedited Truckload Pool Distribution Intermodal Total Accumulated Accumulated Accumulated Accumulated Goodwill Impairment Goodwill Impairment Goodwill Impairment Goodwill Impairment Net Beginning balance, December 31, 2015 $ 99,123 $ — $ 45,164 $ — $ 12,359 $ (6,953 ) $ 55,916 $ — $ 205,609 Triumph and Ace Acquisition — — — — — — 6,282 — 6,282 TQI impairment — — — (25,686 ) — — — — (25,686 ) Adjustment to Towne acquisition (1,530 ) — — — — — — — (1,530 ) Ending balance, September 30, 2016 $ 97,593 $ — $ 45,164 $ (25,686 ) $ 12,359 $ (6,953 ) $ 62,198 $ — $ 184,675 |
Share-Based Payments (Tables)
Share-Based Payments (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
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 September 30, 2016 Weighted- Aggregate Non-vested Average Grant Date Shares Grant Date Fair Value (000) Fair Value (000) Outstanding and non-vested at June 30, 2016 228 $ 45 Granted — — Vested (1 ) 47 Forfeited (3 ) 45 Outstanding and non-vested at September 30, 2016 224 $ 45 $ 10,173 Three months ended September 30, September 30, Share-based compensation for non-vested shares $ 1,176 $ 1,031 Tax benefit for non-vested share compensation $ 434 $ 403 Unrecognized compensation cost for non-vested shares, net of estimated forfeitures $ 7,147 $ 6,148 Weighted average period over which unrecognized compensation will be recognized (years) 2.0 Nine months ended September 30, 2016 Weighted- Aggregate Non-vested Average Grant Date Shares Grant Date Fair Value (000) Fair Value (000) Outstanding and non-vested at December 31, 2015 191 $ 46 Granted 134 44 Vested (94 ) 44 Forfeited (7 ) 46 Outstanding and non-vested at September 30, 2016 224 $ 45 $ 10,173 Nine months ended September 30, September 30, Share-based compensation for non-vested shares $ 3,434 $ 3,042 Tax benefit for non-vested share compensation $ 1,270 $ 1,190 Unrecognized compensation cost for non-vested shares, net of estimated forfeitures $ 7,147 $ 6,148 Weighted average period over which unrecognized compensation will be recognized (years) 2.0 |
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 estimate were as follows: Nine months ended September 30, September 30, Expected stock price volatility 22.3 % 23.5 % Weighted average risk-free interest rate 0.8 % 1.0 % The following tables summarize the Company’s employee performance share activity, assuming median share awards, and related information: Three months ended September 30, 2016 Weighted- Aggregate Performance Average Grant Date Shares Grant Date Fair Value (000) Fair Value (000) Outstanding and non-vested at June 30, 2016 80 $ 55 Granted — — Additional shares awarded based on performance — — Vested — — Outstanding and non-vested at September 30, 2016 80 $ 55 $ 4,373 Three months ended September 30, September 30, Share-based compensation for performance shares $ 367 $ 337 Tax benefit for performance share compensation $ 136 $ 132 Unrecognized compensation cost for performance shares, net of estimated forfeitures $ 2,076 $ 2,062 Weighted average period over which unrecognized compensation will be recognized (years) 1.8 Nine months ended September 30, 2016 Weighted- Aggregate Performance Average Grant Date Shares Grant Date Fair Value (000) Fair Value (000) Outstanding and non-vested at December 31, 2015 77 $ 52 Granted 29 49 Additional shares awarded based on performance 7 40 Vested (33 ) 40 Outstanding and non-vested at September 30, 2016 80 $ 55 $ 4,373 Nine months ended September 30, September 30, Share-based compensation for performance shares $ 1,080 $ 972 Tax benefit for performance share compensation $ 400 $ 380 Unrecognized compensation cost for performance shares, net of estimated forfeitures $ 2,076 $ 2,062 Weighted average period over which unrecognized compensation will be recognized (years) 1.8 |
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 September 30, 2016 Weighted- Aggregate Non-vested Average Grant Date Shares Grant Date Fair Value (000) Fair Value (000) Outstanding and non-vested at June 30, 2016 16 $ 44 Granted — — Vested — — Outstanding and non-vested at September 30, 2016 16 $ 44 $ 688 Three months ended September 30, September 30, Share-based compensation for non-vested shares $ 173 $ 166 Tax benefit for non-vested share compensation $ 64 $ 65 Unrecognized compensation cost for non-vested shares, net of estimated forfeitures $ 419 $ 424 Weighted average period over which unrecognized compensation will be recognized (years) 0.6 Nine months ended September 30, 2016 Weighted- Aggregate Non-vested Average Grant Date Shares Grant Date Fair Value (000) Fair Value (000) Outstanding and non-vested at December 31, 2015 15 $ 51 Granted 16 44 Vested (15 ) 51 Outstanding and non-vested at September 30, 2016 16 $ 44 $ 688 Nine months ended September 30, September 30, Share-based compensation for non-vested shares $ 555 $ 482 Tax benefit for non-vested share compensation $ 198 $ 189 Unrecognized compensation cost for non-vested shares, net of estimated forfeitures $ 419 $ 424 Weighted average period over which unrecognized compensation will be recognized (years) 0.6 |
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 estimate their fair value during the three and nine months ended September 30, 2016 and 2015 were as follows: Three months ended September 30, September 30, Expected dividend yield — % 1.2 % Expected stock price volatility — % 29.8 % Weighted average risk-free interest rate — % 1.4 % Expected life of options (years) — 4.5 Weighted average grant date fair value $ — $ 12 Nine months ended September 30, September 30, Expected dividend yield 1.0 % 1.0 % Expected stock price volatility 29.0 % 33.7 % Weighted average risk-free interest rate 1.3 % 1.6 % Expected life of options (years) 6.0 6.0 Weighted average grant date fair value $ 12 $ 16 The following tables summarize the Company’s employee stock option activity and related information: Three months ended September 30, 2016 Weighted- Weighted- Aggregate Average Average Intrinsic Remaining Options Exercise Value Contractual (000) Price (000) Term Outstanding at June 30, 2016 855 $ 34 Granted — — Exercised (263 ) 23 Forfeited — — Outstanding at September 30, 2016 592 $ 40 $ 3,355 4.0 Exercisable at September 30, 2016 364 $ 36 $ 3,351 2.8 Three months ended September 30, September 30, Share-based compensation for options $ 377 $ 352 Tax benefit for option compensation $ 140 $ 137 Unrecognized compensation cost for options, net of estimated forfeitures $ 2,036 $ 1,977 Weighted average period over which unrecognized compensation will be recognized (years) 1.9 Nine months ended September 30, 2016 Weighted- Weighted- Aggregate Average Average Intrinsic Remaining Options Exercise Value Contractual (000) Price (000) Term Outstanding at December 31, 2015 786 $ 32 Granted 122 44 Exercised (311 ) 23 Forfeited (5 ) 38 Outstanding at September 30, 2016 592 $ 40 $ 3,355 4.0 Exercisable at September 30, 2016 364 $ 36 $ 3,351 2.8 Nine months ended September 30, September 30, Share-based compensation for options $ 1,101 $ 1,029 Tax benefit for option compensation $ 407 $ 403 Unrecognized compensation cost for options, net of estimated forfeitures $ 2,036 $ 1,977 Weighted average period over which unrecognized compensation will be recognized (years) 1.9 |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
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 Nine months ended September 30, September 30, September 30, 2016 September 30, 2015 Numerator: Net income and comprehensive income $ 11,931 $ 15,687 $ 14,964 $ 32,347 Income allocated to participating securities (93 ) (104 ) (114 ) (215 ) Numerator for basic and diluted income per share - net income $ 11,838 $ 15,583 $ 14,850 $ 32,132 Denominator (in thousands): Denominator for basic income per share - weighted-average shares 30,191 30,715 30,316 30,750 Effect of dilutive stock options (in thousands) 117 250 151 300 Effect of dilutive performance shares (in thousands) 30 33 29 34 Denominator for diluted income per share - adjusted weighted-average shares 30,338 30,998 30,496 31,084 Basic net income per share $ 0.39 $ 0.51 $ 0.49 $ 1.04 Diluted net income per share $ 0.39 $ 0.50 $ 0.49 $ 1.03 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: September 30, September 30, Anti-dilutive stock options (in thousands) 309 176 Anti-dilutive performance shares (in thousands) — 23 Anti-dilutive non-vested shares and deferred stock units (in thousands) — — Total anti-dilutive shares (in thousands) 309 199 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
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: September 30, 2016 Carrying Value Fair Value Capital leases $ 1,103 $ 1,220 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Summary of segment information | The following tables summarize segment information about results from operations and assets used by the chief operating decision maker of the Company in making decisions regarding allocation of assets and resources as of and for the three and nine months ended September 30, 2016 and 2015. Three months ended September 30, 2016 Expedited LTL Expedited Truckload Pool Distribution Intermodal Eliminations & other Consolidated External revenues $ 143,753 $ 41,927 $ 36,305 $ 27,567 $ — $ 249,552 Intersegment revenues 584 283 132 12 (1,011 ) — Depreciation and amortization 5,470 1,470 1,472 987 — 9,399 Share-based compensation expense 1,792 98 84 119 — 2,093 Interest expense 385 — — 12 (181 ) 216 Income (loss) from operations 21,014 2,038 66 3,041 (1,459 ) 24,700 Total assets 634,028 52,465 46,327 128,048 (219,355 ) 641,513 Capital expenditures 11,915 36 722 11 — 12,684 Three months ended September 30, 2015 Expedited LTL Expedited Truckload Pool Distribution Intermodal Eliminations & other Consolidated External revenues $ 148,647 $ 38,088 $ 31,949 $ 28,568 $ (159 ) $ 247,093 Intersegment revenues 565 440 184 322 (1,511 ) — Depreciation and amortization 5,403 1,590 1,451 939 16 9,399 Share-based compensation expense 1,514 219 69 84 — 1,886 Interest expense 535 — — 19 — 554 Income (loss) from operations 21,594 3,170 555 3,536 (4,254 ) 24,601 Total assets 652,946 89,659 45,017 118,035 (206,992 ) 698,665 Capital expenditures 3,484 1,879 1,108 108 — 6,579 Nine months ended September 30, 2016 Expedited LTL Expedited Truckload Pool Distribution Intermodal Eliminations & other Consolidated External revenues $ 421,194 $ 119,574 $ 100,726 $ 76,243 $ — $ 717,737 Intersegment revenues 2,216 696 427 148 (3,487 ) — Depreciation and amortization 16,278 4,944 4,434 2,753 — 28,409 Share-based compensation expense 5,353 260 251 340 — 6,204 Interest expense 1,345 — — 66 (181 ) 1,230 Income (loss) from operations 63,026 (36,679 ) (191 ) 8,170 (2,570 ) 31,756 Total assets 634,028 52,465 46,327 128,048 (219,355 ) 641,513 Capital expenditures 24,487 1,821 2,275 142 — 28,725 Nine months ended September 30, 2015 Expedited LTL Expedited Truckload Pool Distribution Intermodal Eliminations & other Consolidated External revenues $ 425,992 $ 110,935 $ 86,460 $ 78,705 $ 613 $ 702,705 Intersegment revenues 1,285 1,460 580 707 (4,032 ) — Depreciation and amortization 15,707 4,514 4,492 2,854 34 27,601 Share-based compensation expense 4,511 637 220 194 — 5,562 Interest expense 1,058 — — 65 366 1,489 Income (loss) from operations 57,275 10,521 758 8,843 (24,639 ) 52,758 Total assets 652,946 89,659 45,017 118,035 (206,992 ) 698,665 Capital expenditures 8,834 5,968 3,344 395 — 18,541 |
Basis of Presentation (Details)
Basis of Presentation (Details) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Number of principal reporting segments | 4 | 3 |
Acquisitions and Goodwill (Deta
Acquisitions and Goodwill (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2016USD ($) | Sep. 30, 2016USD ($)$ / shares | Sep. 30, 2015USD ($)$ / shares | Aug. 29, 2016USD ($) | Jan. 25, 2016USD ($) | Dec. 31, 2015USD ($) | Mar. 09, 2015USD ($) | |
Segment Reporting Information [Line Items] | |||||||
Proceeds from term loan | $ 0 | $ 125,000 | |||||
Long-term Debt, Term | 2 year | ||||||
Business Acquisition, Pro Forma Revenue | 717,737 | $ 736,932 | |||||
Business Acquisition, Pro Forma Income from Operations | 31,756 | 50,451 | |||||
Business Acquisition, Pro Forma Net Income (Loss) | $ 14,964 | $ 29,868 | |||||
Business Acquisition, Pro Forma Earnings Per Share, Basic | $ / shares | $ 0.49 | $ 0.97 | |||||
Business Acquisition, Pro Forma Earnings Per Share, Diluted | $ / shares | $ 0.49 | $ 0.96 | |||||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | $ 100,156 | $ 100,156 | |||||
Carrying value of goodwill | 184,675 | 184,675 | $ 205,609 | ||||
Goodwill, Acquired During Period | 6,282 | ||||||
Goodwill, Impairment Loss | 25,686 | ||||||
Goodwill, Purchase Accounting Adjustments | $ (1,530) | ||||||
Towne [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Business Acquisition, Cash Paid | $ 61,878 | ||||||
Escrow Deposit | 16,500 | ||||||
Number of service points | 61 | ||||||
Number of independent contractor tractors | 525 | ||||||
Severance Costs | $ 2,588 | ||||||
Restructuring and Related Cost, Incurred Cost | 11,290 | ||||||
Business Combination, Acquisition Related Costs | $ 9,059 | ||||||
Restructuring Reserve | 4,775 | $ 4,775 | |||||
Restructuring Reserve, Period Decrease | 700 | 3,862 | |||||
Carrying value of goodwill | 59,666 | ||||||
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 Total Liabilities Assumed, Total Tangible Assets | 29,693 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 125,666 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 155,359 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities | 28,920 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | 3,886 | ||||||
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 | 1,131 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 93,481 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Total Liabilities Assumed, Net Total Assets | 61,878 | ||||||
Triumph & Ace [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Carrying value of goodwill | 6,282 | 6,282 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 1,294 | 1,294 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Total Liabilities Assumed, Total Tangible Assets | 1,294 | 1,294 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 11,756 | 11,756 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 13,050 | 13,050 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | 1,250 | 1,250 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 1,250 | 1,250 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Total Liabilities Assumed, Net Total Assets | 11,800 | 11,800 | |||||
Triumph [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Business Acquisition, Cash Paid | $ 10,100 | ||||||
Business Combination, Contingent Consideration, Liability | $ 1,250 | ||||||
Expedited LTL [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Carrying value of goodwill | 97,593 | 97,593 | 99,123 | ||||
Goodwill, Purchase Accounting Adjustments | (1,530) | ||||||
Truckload Expedited [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Carrying value of goodwill | 45,164 | 45,164 | 45,164 | ||||
Goodwill, Impaired, Accumulated Impairment Loss | (25,686) | (25,686) | |||||
Goodwill, Impairment Loss | 25,686 | ||||||
Impairment of Intangible Assets, Finite-lived | 16,501 | ||||||
Other Asset Impairment Charges | 255 | ||||||
Pool Distribution [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Carrying value of goodwill | 12,359 | 12,359 | 12,359 | ||||
Goodwill, Impaired, Accumulated Impairment Loss | (6,953) | (6,953) | (6,953) | ||||
Intermodal [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Carrying value of goodwill | 62,198 | 62,198 | $ 55,916 | ||||
Goodwill, Acquired During Period | $ 6,282 | ||||||
Ace [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Business Acquisition, Cash Paid | $ 1,700 | ||||||
Noncompete Agreements [Member] | Triumph & Ace [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 | 139 | $ 139 | |||||
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] | Triumph & Ace [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 | $ 5,335 | $ 5,335 | |||||
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 | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 2,093 | $ 1,886 | $ 6,204 | $ 5,562 |
Employee Stock Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 377 | 352 | 1,101 | 1,029 |
Tax benefit related to share-based expense | 140 | 137 | 407 | 403 |
Unrecognized share-based compensation, net of estimated forfeitures | $ 2,036 | $ 1,977 | $ 2,036 | $ 1,977 |
Weighted average period over which unrecognized compensation will be recognized (years) | 1 year 10 months 11 days | 1 year 10 months 11 days | ||
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% | 1.00% | |
Expected stock price volatility | 29.80% | 29.00% | 33.70% | |
Weighted Average Risk Free Interest Rate | 1.40% | 1.30% | 1.60% | |
Expected life of options (in years) | 4 years 6 months 11 days | 6 years 11 days | 6 years 11 days | |
Weighted-average fair value of options (dollars per share) | $ 12 | $ 12 | $ 16 | |
Outstanding, beginning of period (in shares) | 855 | 786 | ||
Granted (in shares) | 122 | |||
Exercised (in shares) | (263) | (311) | ||
Forfeited (in shares) | (5) | |||
Outstanding, end of period (in shares) | 592 | 592 | ||
Exercisable, end of period (in shares) | 364 | 364 | ||
Outstanding, beginning of period (in dollars per share) | $ 34 | $ 32 | ||
Grants in Period (in dollars per share) | 44 | |||
Exercises in Period (in dollars per share) | 23 | 23 | ||
Forfeited in period (in dollars per share) | 38 | |||
Outstanding, end of period (in dollars per share) | 40 | 40 | ||
Exercisable, end of period (in dollars per share) | $ 36 | $ 36 | ||
Aggregate Intrinsic Value Outstanding, end of period | $ 3,355 | $ 3,355 | ||
Aggregate Intrinsic Value Exercisable, end of period | $ 3,351 | $ 3,351 | ||
Weighted-average remaining contractual term Outstanding, end of period (in years) | 4 years 11 days | 4 years 11 days | ||
Weighted-average remaining contractual term Exercisable, end of period (in years) | 2 years 9 months 11 days | 2 years 9 months 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 | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 2,093 | $ 1,886 | $ 6,204 | $ 5,562 |
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) | 228 | 191 | ||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 134 | |||
Shares Vested in Period | (1) | (94) | ||
Shares Forfeited in Period | (3) | (7) | ||
Outstanding and non-vested, end of period (in shares) | 224 | 224 | ||
Outstanding and non-vested, weighted-average grant date fair value, beginning of period | $ 45 | $ 46 | ||
Grants in Period, Weighted Average Grant Date Fair Value | 44 | |||
Vested in Period, Weighed-average grant date fair value | 47 | 44 | ||
Forfeited in period (in dollars per share) | 45 | 46 | ||
Outstanding and non-vested, weighted-average grant date fair value, end of period | $ 45 | $ 45 | ||
Outstanding and non-vested, aggregate grant date fair value | $ 10,173 | $ 10,173 | ||
Share-based compensation expense | 1,176 | 1,031 | 3,434 | 3,042 |
Tax benefit related to share-based expense | 434 | 403 | 1,270 | 1,190 |
Unrecognized share-based compensation, net of estimated forfeitures | $ 7,147 | $ 6,148 | $ 7,147 | $ 6,148 |
Weighted average period over which unrecognized compensation will be recognized (years) | 2 years 11 days | 2 years 11 days |
Share-Based Payments - Employ26
Share-Based Payments - Employee Activity Performance Shares (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 2,093 | $ 1,886 | $ 6,204 | $ 5,562 |
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 | 22.30% | 23.50% | ||
Weighted Average Risk Free Interest Rate | 0.80% | 1.00% | ||
Outstanding and non-vested, beginning of period (in shares) | 80 | 77 | ||
Grants in Period | 29 | |||
Additional Shares Awarded Based on Performance, Shares Issued in Period | 7 | |||
Shares Vested in Period | (33) | |||
Outstanding and non-vested, end of period (in shares) | 80 | 80 | ||
Outstanding and non-vested, weighted-average grant date fair value, beginning of period | $ 55 | $ 52 | ||
Grants in Period, Weighted Average Grant Date Fair Value | 49 | |||
Stock Issued During Period, Weighted Average Grant Date Fair Value | 40 | |||
Vested in Period, Weighed-average grant date fair value | 40 | |||
Outstanding and non-vested, weighted-average grant date fair value, end of period | $ 55 | $ 55 | ||
Outstanding and non-vested, aggregate grant date fair value | $ 4,373 | $ 4,373 | ||
Share-based compensation expense | 367 | 337 | 1,080 | $ 972 |
Tax benefit related to share-based expense | 136 | 132 | 400 | 380 |
Unrecognized share-based compensation, net of estimated forfeitures | $ 2,076 | $ 2,062 | $ 2,076 | $ 2,062 |
Weighted average period over which unrecognized compensation will be recognized (years) | 1 year 9 months 11 days | 1 year 9 months 11 days |
Share-Based Payments Share-Base
Share-Based Payments Share-Based Payments - Employee Stock Purchase Plan (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Sep. 30, 2016USD ($)Days$ / sharesshares | Sep. 30, 2015USD ($)$ / sharesshares | |
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | ||
Share-based compensation | $ | $ 6,204 | $ 5,562 |
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 | 387,395 | |
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 | Days | 2 | |
Stock Issued During Period, Shares, Employee Stock Purchase Plans (in shares) | shares | 5,592 | 5,087 |
Share-based Compensation Arrangement by Share-based Payment Award, Per Share Weighted Average Price of Shares Purchased (in dollars per share) | $ / shares | $ 38.50 | $ 44.74 |
Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares | $ 6.03 | $ 7.52 |
Share-based compensation | $ | $ 34 | $ 37 |
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 | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
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 | $ 2,093 | $ 1,886 | $ 6,204 | $ 5,562 |
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) | 16 | 15 | ||
Grants in Period | 16 | |||
Shares Vested in Period | (15) | |||
Outstanding and non-vested, end of period (in shares) | 16 | 16 | ||
Outstanding and non-vested, weighted-average grant date fair value, beginning of period | $ 44 | $ 51 | ||
Grants in Period, Weighted Average Grant Date Fair Value | 44 | |||
Vested in Period, Weighed-average grant date fair value | 51 | |||
Outstanding and non-vested, weighted-average grant date fair value, end of period | $ 44 | $ 44 | ||
Outstanding and non-vested, aggregate grant date fair value | $ 688 | $ 688 | ||
Share-based compensation expense | 173 | 166 | 555 | 482 |
Tax benefit related to share-based expense | 64 | 65 | 198 | 189 |
Unrecognized share-based compensation, net of estimated forfeitures | $ 419 | $ 424 | $ 419 | $ 424 |
Weighted average period over which unrecognized compensation will be recognized (years) | 7 months 11 days | 7 months 11 days |
Senior Credit Facility (Details
Senior Credit Facility (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Feb. 04, 2015 | |
Debt Instrument [Line Items] | |||
Line of Credit Facility Term, In Years | 5 | ||
Senior credit facility amount | $ 275,000 | ||
Base reference rate of credit facilities | LIBOR | ||
Interest rate spread above LIBOR as of reporting period (in hundredths) | 1.00% | ||
Letters of Credit Outstanding, Amount | $ 9,414 | ||
Available borrowing capacity | 140,586 | ||
Proceeds from term loan | $ 0 | $ 125,000 | |
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% | ||
Proceeds from term loan | $ 125,000 | ||
Term Loan, Quarterly Payment Percentage | 11.10% | ||
Interest Rate on Term Loan | 1.80% | ||
Other Long-term Debt | $ 41,675 |
Net Income Per Share (Details)
Net Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Earnings Per Share, Basic, Two Class Method [Abstract] | ||||
Net income and comprehensive income | $ 11,931 | $ 15,687 | $ 14,964 | $ 32,347 |
Income allocated to participating securities | (93) | (104) | (114) | (215) |
Numerator for basic and diluted income per share - net income | $ 11,838 | $ 15,583 | $ 14,850 | $ 32,132 |
Denominator for basic income per share - weighted-average shares | 30,191 | 30,715 | 30,316 | 30,750 |
Denominator for diluted income per share - adjusted weighted-average shares | 30,338 | 30,998 | 30,496 | 31,084 |
Basic income per share (dollars per share) | $ 0.39 | $ 0.51 | $ 0.49 | $ 1.04 |
Diluted income per share (dollars per share) | $ 0.39 | $ 0.50 | $ 0.49 | $ 1.03 |
Total number anti-dilutive options, non-vested shares, and performance shares excluded from income per diluted share computation | 309 | 199 | ||
Key Employee Performance Share Based Plan [Member] | ||||
Earnings Per Share, Basic, Two Class Method [Abstract] | ||||
Effect of dilutive stock options and non-vested shares | 30 | 33 | 29 | 34 |
Total number anti-dilutive options, non-vested shares, and performance shares excluded from income per diluted share computation | 23 | |||
Equity Option [Member] | ||||
Earnings Per Share, Basic, Two Class Method [Abstract] | ||||
Effect of dilutive stock options and non-vested shares | 117 | 250 | 151 | 300 |
Total number anti-dilutive options, non-vested shares, and performance shares excluded from income per diluted share computation | 309 | 176 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Effective statutory federal income tax rate | 35.00% | 35.00% | 35.00% | 35.00% |
Effective Income Tax Rate, Continuing Operations | 50.70% | 36.80% |
Financial Instruments - Fair Va
Financial Instruments - Fair Value (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2016USD ($) | |
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 | $ 1,220 |
Carrying Value | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Other debt and capital leases | $ 1,103 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||||
Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Jul. 21, 2016 | Feb. 07, 2014 | |
Shareholders' Equity [Line Items] | |||||||||||
Stock Repurchase Program, Number of Shares Authorized to be Repurchased | 3,000,000 | 2,000,000 | |||||||||
Stock Repurchase Program Number Of Shares Repurchased | 222,388 | 204,590 | 676,773 | 204,590 | |||||||
Stock Repurchased and Retired During Period, In Total Dollars | $ 9,996,000 | $ 9,996,000 | $ 29,986,000 | $ 9,996,000 | |||||||
Stock repurchased, common stock acquired, average cost per share | $ 44.95 | $ 48.86 | $ 44.31 | $ 48.86 | |||||||
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 | $ 0.12 | $ 0.36 | $ 0.36 |
Segment Reporting (Details)
Segment Reporting (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($) | |
Segment Reporting Information [Line Items] | |||||
External revenues | $ 249,552 | $ 247,093 | $ 717,737 | $ 702,705 | |
Depreciation and amortization | 9,399 | 9,399 | 28,409 | 27,601 | |
Share-based compensation expense | 2,093 | 1,886 | 6,204 | 5,562 | |
Interest expense | 216 | 554 | 1,230 | 1,489 | |
Operating Income (Loss) | 24,700 | 24,601 | 31,756 | 52,758 | |
Total assets | 641,513 | 698,665 | 641,513 | 698,665 | $ 699,932 |
Capital expenditures | 12,684 | 6,579 | $ 28,725 | $ 18,541 | |
Number of reportable segments | 4 | 3 | |||
Expedited LTL [Member] | |||||
Segment Reporting Information [Line Items] | |||||
External revenues | 143,753 | 148,647 | $ 421,194 | $ 425,992 | |
Intersegment revenues | 584 | 565 | 2,216 | 1,285 | |
Depreciation and amortization | 5,470 | 5,403 | 16,278 | 15,707 | |
Share-based compensation expense | 1,792 | 1,514 | 5,353 | 4,511 | |
Interest expense | 385 | 535 | 1,345 | 1,058 | |
Operating Income (Loss) | 21,014 | 21,594 | 63,026 | 57,275 | |
Total assets | 634,028 | 652,946 | 634,028 | 652,946 | |
Capital expenditures | 11,915 | 3,484 | 24,487 | 8,834 | |
Truckload Expedited [Member] | |||||
Segment Reporting Information [Line Items] | |||||
External revenues | 41,927 | 38,088 | 119,574 | 110,935 | |
Intersegment revenues | 283 | 440 | 696 | 1,460 | |
Depreciation and amortization | 1,470 | 1,590 | 4,944 | 4,514 | |
Share-based compensation expense | 98 | 219 | 260 | 637 | |
Operating Income (Loss) | 2,038 | 3,170 | (36,679) | 10,521 | |
Total assets | 52,465 | 89,659 | 52,465 | 89,659 | |
Capital expenditures | 36 | 1,879 | 1,821 | 5,968 | |
Pool Distribution [Member] | |||||
Segment Reporting Information [Line Items] | |||||
External revenues | 36,305 | 31,949 | 100,726 | 86,460 | |
Intersegment revenues | 132 | 184 | 427 | 580 | |
Depreciation and amortization | 1,472 | 1,451 | 4,434 | 4,492 | |
Share-based compensation expense | 84 | 69 | 251 | 220 | |
Operating Income (Loss) | 66 | 555 | (191) | 758 | |
Total assets | 46,327 | 45,017 | 46,327 | 45,017 | |
Capital expenditures | 722 | 1,108 | 2,275 | 3,344 | |
Intermodal [Member] | |||||
Segment Reporting Information [Line Items] | |||||
External revenues | 27,567 | 28,568 | 76,243 | 78,705 | |
Intersegment revenues | 12 | 322 | 148 | 707 | |
Depreciation and amortization | 987 | 939 | 2,753 | 2,854 | |
Share-based compensation expense | 119 | 84 | 340 | 194 | |
Interest expense | 12 | 19 | 66 | 65 | |
Operating Income (Loss) | 3,041 | 3,536 | 8,170 | 8,843 | |
Total assets | 128,048 | 118,035 | 128,048 | 118,035 | |
Capital expenditures | 11 | 108 | 142 | 395 | |
Elimination [Member] | |||||
Segment Reporting Information [Line Items] | |||||
External revenues | (159) | 613 | |||
Intersegment revenues | (1,011) | (1,511) | (3,487) | (4,032) | |
Depreciation and amortization | 16 | 34 | |||
Interest expense | (181) | (181) | 366 | ||
Operating Income (Loss) | (1,459) | (4,254) | (2,570) | (24,639) | |
Total assets | $ (219,355) | $ (206,992) | $ (219,355) | $ (206,992) |