Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | Apr. 21, 2017 | |
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 | 30,214,989 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash | $ 14,335 | $ 8,511 |
Accounts receivable, less allowance of $1,610 in 2017 and $1,714 in 2016 | 116,473 | 116,602 |
Other current assets | 8,394 | 11,157 |
Total current assets | 139,202 | 136,270 |
Property and equipment | 376,623 | 379,021 |
Less accumulated depreciation and amortization | 182,686 | 178,816 |
Total property and equipment, net | 193,937 | 200,205 |
Goodwill and other acquired intangibles: | ||
Goodwill | 184,675 | 184,675 |
Other acquired intangibles, net of accumulated amortization of $63,725 in 2017 and $61,334 in 2016 | 104,259 | 106,650 |
Total net goodwill and other acquired intangibles | 288,934 | 291,325 |
Other assets | 13,795 | 13,491 |
Total assets | 635,868 | 641,291 |
Current liabilities: | ||
Accounts payable | 15,800 | 18,012 |
Accrued expenses | 34,007 | 31,833 |
Income taxes payable | 8,326 | 70 |
Current portion of debt and capital lease obligations | 352 | 28,012 |
Total current liabilities | 58,485 | 77,927 |
Long-term debt and capital lease obligations, less current portion | 13,529 | 725 |
Other long-term liabilities | 21,440 | 21,699 |
Deferred income taxes | 41,786 | 41,871 |
Shareholders' equity: | ||
Preferred stock | 0 | 0 |
Common stock, $0.01 par value: Authorized shares - 50,000,000, Issued and outstanding shares - 29,999,920 in 2017 and 30,090,335 in 2016 | 300 | 301 |
Additional paid-in capital | 182,999 | 179,512 |
Retained earnings | 317,329 | 319,256 |
Total shareholders' equity | 500,628 | 499,069 |
Total liabilities and shareholders' equity | $ 635,868 | $ 641,291 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) Parenthetical - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Accounts receivable, allowance | $ 1,610 | $ 1,714 |
Other acquired intangibles, accumulated amortization | $ 63,725 | $ 61,334 |
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) | 29,999,920 | 30,090,335 |
Common stock, outstanding shares (in shares) | 29,999,920 | 30,090,335 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Operating revenue | $ 246,982 | $ 229,549 |
Operating expenses: | ||
Purchased transportation | 103,083 | 96,476 |
Salaries, wages and employee benefits | 61,998 | 58,678 |
Operating leases | 15,601 | 13,868 |
Depreciation and amortization | 10,033 | 9,668 |
Insurance and claims | 5,806 | 5,395 |
Fuel expense | 3,680 | 2,961 |
Other operating expenses | 23,592 | 21,098 |
Total operating expenses | 223,793 | 208,144 |
Income from operations | 23,189 | 21,405 |
Other income (expense): | ||
Interest expense | (282) | (553) |
Other, net | (26) | (29) |
Total other income (expense) | (308) | (582) |
Income before income taxes | 22,881 | 20,823 |
Income tax expense | 8,638 | 7,724 |
Net income and comprehensive income | $ 14,243 | $ 13,099 |
Net income per share: | ||
Basic (in dollars per share) | $ 0.47 | $ 0.43 |
Diluted (in dollars per share) | 0.47 | 0.43 |
Common Stock [Member] | ||
Dividends per share: | ||
Dividends per share (in dollars per share) | $ 0.15 | $ 0.12 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Operating activities: | ||
Net income | $ 14,243 | $ 13,099 |
Adjustments to reconcile net income to net cash provided by operating activities | ||
Depreciation and amortization | 10,033 | 9,668 |
Share-based compensation | 1,962 | 1,952 |
Loss on disposal of property and equipment | 488 | 93 |
Provision for loss (recovery) on receivables | 22 | (196) |
Provision for revenue adjustments | 718 | 799 |
Deferred income tax | (85) | 5,031 |
Excess tax benefit for stock options exercised | 0 | (38) |
Changes in operating assets and liabilities | ||
Accounts receivable | (611) | 4,245 |
Other current assets | 2,153 | 2,582 |
Accounts payable and accrued expenses | 8,137 | 206 |
Net cash provided by operating activities | 37,060 | 37,441 |
Investing activities: | ||
Proceeds from disposal of property and equipment | 790 | 155 |
Purchases of property and equipment | (2,652) | (2,688) |
Acquisition of business, net of cash acquired | 0 | (1,700) |
Other | 129 | 22 |
Net cash used in investing activities | (1,733) | (4,211) |
Financing activities: | ||
Payments of debt and capital lease obligations | (27,857) | (13,969) |
Proceeds from senior credit facility | 13,000 | 0 |
Proceeds from exercise of stock options | 1,524 | 881 |
Payments of cash dividends | (4,539) | (3,678) |
Repurchase of common stock (repurchase program) | (9,996) | (9,995) |
Excess tax benefit for stock options exercised | 0 | 38 |
Cash settlement of share-based awards for minimum tax withholdings | (1,635) | (1,782) |
Net cash used in financing activities | (29,503) | (28,505) |
Net increase in cash | 5,824 | 4,725 |
Cash at beginning of period | 8,511 | 33,312 |
Cash at end of period | $ 14,335 | $ 38,037 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation Forward Air Corporation is a leading asset-light freight and logistics company. Forward Air Corporation's (“the Company”, “We”, “Our”) services can be classified into four principal reportable segments: Expedited LTL, Truckload Premium Services (“TLS”), Intermodal and Pool Distribution ("Pool") (See note 11). Through the Expedited LTL segment, we operate a comprehensive national network to provide expedited regional, inter-regional and national less-than-truckload ("LTL") services. Expedited LTL offers customers local pick-up and delivery and other services including shipment consolidation and deconsolidation, warehousing, customs brokerage and other handling. Through our TLS segment, we provide expedited truckload brokerage, dedicated fleet services, as well as high security and temperature-controlled logistics services in the United States and Canada. Our Intermodal segment provides first- and last-mile high value intermodal container drayage services both to and from seaports and railheads. Intermodal also offers dedicated contract and CFS warehouse and handling services. Today, Intermodal operates primarily in the Midwest, with a smaller operational presence in the Southwest and Southeast. In our Pool Distribution segment, we provide high-frequency handling and distribution of time sensitive product to numerous destinations within a specific geographic region. We offer this service throughout the Mid-Atlantic, Southeast, Midwest and Southwest United States. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by United States generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The Company’s operating results are subject to seasonal trends when measured on a quarterly basis; therefore operating results for the three months ended March 31, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017 . 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, 2016 . The accompanying unaudited condensed consolidated financial statements of the Company include Forward Air Corporation and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Certain reclassifications have been made to the prior period financial information to conform to the current year presentation. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2017 | |
Recent Accounting Pronouncements [Abstract] | |
Recent Accounting Pronouncements | 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, and we elected, to account for forfeitures as they occur rather than on an estimated basis. We adopted this guidance in January 2017 and the elimination of APIC pools resulted in approximately $300 of additional income tax expense during the first quarter of 2017. This guidance has been applied prospectively and no prior periods have been adjusted. In February 2016, the FASB, issued ASU 2016-02, Leases, which introduces the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous guidance. The guidance will be effective for annual reporting periods beginning after December 15, 2018 and interim periods within those fiscal years with early adoption permitted. We are evaluating the impact of the future adoption of this standard on our consolidated financial statements. In May 2014, the FASB issued guidance on revenue from contracts with customers that 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 full retrospective or modified retrospective adoption approach with a cumulative effect adjustment recorded in either scenario as necessary upon transition. Based on a review of our customer shipping arrangements, we currently believe the implementation of this standard will change our revenue recognition policy from recognizing revenue upon shipment completion to recognizing revenue over time based on the progress toward completion of shipments in transit as of each period end. While the timing of revenue recognition will be accelerated, due to the short duration of our transit times the anticipated impact on our consolidated financial position, revenue, results from operations and related disclosures is expected to be minor. At this time we have not determined our transition method. |
Acquisitions and Goodwill
Acquisitions and Goodwill | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Acquisitions and Goodwill | Acquisitions and Goodwill 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 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 2016 Tangible assets: Property and equipment $ 1,294 Total tangible assets 1,294 Intangible assets: Non-compete agreements 139 Customer relationships 5,335 Goodwill 6,282 Total intangible assets 11,756 Total assets acquired 13,050 Liabilities assumed: Other liabilities 1,250 Total liabilities assumed 1,250 Net assets acquired $ 11,800 The acquired definite-live intangible assets have the following useful lives: Useful Lives Triumph & Ace Customer relationships 15 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. Goodwill The Company conducts its annual impairment assessments and tests of goodwill for each reporting unit as of June 30. 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 reporting 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 TLS 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. During the three months ended March 31, 2017, there were no additional indicators of impairment. As of March 31, 2017, the carrying values of goodwill for each segment summarized in the table below. There were no changes in the carrying amount of goodwill during the three months ended March 31, 2017. Approximately $105,531 of goodwill is deductible for tax purposes. Expedited LTL TLS Pool Distribution Intermodal Total Accumulated Accumulated Accumulated Accumulated Goodwill Impairment Goodwill Impairment Goodwill Impairment Goodwill Impairment Net Ending balance, March 31, 2017 $ 97,593 $ — $ 45,164 $ (25,686 ) $ 12,359 $ (6,953 ) $ 62,198 $ — $ 184,675 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 June 30, 2016, 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 during the three months ended June 30, 2016. |
Share-Based Payments
Share-Based Payments | 3 Months Ended |
Mar. 31, 2017 | |
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 ratably over the requisite service period, or vesting period. 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 months ended March 31, 2017 and 2016 were as follows: Three months ended March 31, March 31, Expected dividend yield 1.3 % 1.0 % Expected stock price volatility 28.7 % 29.0 % Weighted average risk-free interest rate 2.0 % 1.3 % Expected life of options (years) 6.0 6.0 Weighted average grant date fair value $ 13 $ 12 The following tables summarize the Company’s employee stock option activity and related information: Three months ended March 31, 2017 Weighted- Weighted- Aggregate Average Average Intrinsic Remaining Options Exercise Value Contractual (000) Price (000) Term Outstanding at December 31, 2016 564 $ 41 Granted 118 48 Exercised (47 ) 32 Forfeited (13 ) 46 Outstanding at March 31, 2017 622 $ 42 $ 3,765 4.4 Exercisable at March 31, 2017 381 $ 40 $ 3,334 3.2 Three months ended March 31, March 31, Share-based compensation for options $ 363 $ 348 Tax benefit for option compensation $ 134 $ 129 Unrecognized compensation cost for options, net of estimated forfeitures $ 2,683 $ 2,789 Weighted average period over which unrecognized compensation will be recognized (years) 2.3 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 March 31, 2017 Weighted- Aggregate Non-vested Average Grant Date Shares Grant Date Fair Value (000) Fair Value (000) Outstanding and non-vested at December 31, 2016 222 $ 45 Granted 126 48 Vested (101 ) 45 Forfeited (5 ) 46 Outstanding and non-vested at March 31, 2017 242 $ 47 $ 11,320 Three months ended March 31, March 31, Share-based compensation for non-vested shares $ 1,246 $ 1,082 Tax benefit for non-vested share compensation $ 459 $ 403 Unrecognized compensation cost for non-vested shares, net of estimated forfeitures $ 10,470 $ 9,363 Weighted average period over which unrecognized compensation will be recognized (years) 2.3 Employee Activity - Performance Shares The Company annually grants performance shares to key employees. Under the terms of the performance share agreements, following the end of a three-year performance period, the Company will issue to the employees a calculated number of common stock shares based on the three year performance of the Company’s total shareholder return as compared to the total shareholder return of a selected peer group. No shares may be issued if the Company's total shareholder return outperforms 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: Three months ended March 31, March 31, Expected stock price volatility 24.7 % 22.3 % Weighted average risk-free interest rate 1.4 % 0.8 % The following tables summarize the Company’s employee performance share activity, assuming median share awards, and related information: Three months ended March 31, 2017 Weighted- Aggregate Performance Average Grant Date Shares Grant Date Fair Value (000) Fair Value (000) Outstanding and non-vested at December 31, 2016 80 $ 55 Granted 25 56 Forfeited (29 ) $ 50 Outstanding and non-vested at March 31, 2017 76 $ 57 $ 4,327 Three months ended March 31, March 31, Share-based compensation for performance shares $ 184 $ 351 Tax benefit for performance share compensation $ 68 $ 131 Unrecognized compensation cost for performance shares, net of estimated forfeitures $ 2,612 $ 2,805 Weighted average period over which unrecognized compensation will be recognized (years) 2.2 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 March 31, 2017 Weighted- Aggregate Non-vested Average Grant Date Shares Grant Date Fair Value (000) Fair Value (000) Outstanding and non-vested at December 31, 2016 16 $ 44 Granted — — Vested — — Outstanding and non-vested at March 31, 2017 16 $ 44 $ 688 Three months ended March 31, March 31, Share-based compensation for non-vested shares $ 169 $ 171 Tax benefit for non-vested share compensation $ 63 $ 64 Unrecognized compensation cost for non-vested shares, net of estimated forfeitures $ 77 $ 114 Weighted average period over which unrecognized compensation will be recognized (years) 0.1 |
Senior Credit Facility
Senior Credit Facility | 3 Months Ended |
Mar. 31, 2017 | |
Senior Credit Facility [Abstract] | |
Senior Credit Facility | 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 March 31, 2017 , we had $13,000 in borrowings outstanding under the revolving credit facility, $7,514 utilized for outstanding letters of credit and $129,486 of available borrowing capacity under the revolving credit facility. The interest rate on the outstanding borrowing under the revolving credit facility was 2.2% at March 31, 2017. In March 2015, the Company borrowed $125,000 on the available term loan. The term loan was payable in quarterly installments of 11.1% of the original principal amount of the term loan plus accrued and unpaid interest, and matured in March 2017. |
Net Income Per Share
Net Income Per Share | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31, March 31, Numerator: Net income and comprehensive income $ 14,243 $ 13,099 Income allocated to participating securities (119 ) (64 ) Numerator for basic and diluted income per share - net income $ 14,124 $ 13,035 Denominator (in thousands): Denominator for basic income per share - weighted-average shares 29,998 30,420 Effect of dilutive stock options (in thousands) 75 165 Effect of dilutive performance shares (in thousands) 33 40 Denominator for diluted income per share - adjusted weighted-average shares 30,106 30,625 Basic net income per share $ 0.47 $ 0.43 Diluted net income per share $ 0.47 $ 0.43 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: March 31, March 31, Anti-dilutive stock options (in thousands) 282 275 Anti-dilutive performance shares (in thousands) 15 44 Anti-dilutive non-vested shares and deferred stock units (in thousands) — 73 Total anti-dilutive shares (in thousands) 297 392 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2017 | |
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 months ended March 31, 2017 and 2016, 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 three months ended March 31, 2017 was 37.8% compared to a rate of 37.1% for the same period in 2016. The higher effective tax rate for the first quarter of 2017 is primarily the result of our implementation of new Financial Accounting Standards Board ("FASB") guidance that requires we recognize the income tax effects of awards when the awards vest or are settled. Previously any income tax effect was recognized in additional paid in capital. See further discussion in the "Impact of Recent Accounting Pronouncements" section of this document. |
Financial Instruments
Financial Instruments | 3 Months Ended |
Mar. 31, 2017 | |
Financial Instruments, Financial Assets, Balance Sheet Groupings [Abstract] | |
Financial Instruments | 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: March 31, 2017 Carrying Value Fair Value Capital leases $ 987 $ 1,058 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 | 3 Months Ended |
Mar. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | Shareholders' Equity During the fourth quarter of 2016 and the first quarter of 2017, our Board of Directors declared a cash dividend of $0.15 per share of common stock. During 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 July 21, 2016, our Board of Directors approved a stock repurchase authorization for up to three million shares of the Company’s common stock. During the three months ended March 31, 2017 , we repurchased 204,809 for $9,996 , or $48.81 per share. During the three months ended March 31, 2016, we repurchased 232,944 for $9,995 , or $42.91 per share. The repurchases made for the three months ended March 31, 2016 were made under a previous share repurchase plan approved by our Board of Directors on February 7, 2014. This plan was cancelled and replaced on July 21, 2016. As of March 31, 2017, 2,561,675 shares remain to be purchased under the 2016 Plan. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
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 | 3 Months Ended |
Mar. 31, 2017 | |
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 operates a comprehensive national network that provides expedited regional, inter-regional and national LTL services. The TLS segment provides expedited truckload brokerage, dedicated fleet services and high security and temperature-controlled logistics services. The Intermodal segment primarily provides first- and last-mile high value intermodal container drayage services both to and from seaports and railheads. Pool Distribution provides high-frequency handling and distribution of time sensitive product to numerous destinations. Except for certain insurance activity, the accounting policies of the segments are the same as those described in the summary of significant accounting policies disclosed in Note 1 of the Forward Air Corporation Annual Report on Form 10-K for the year ended December 31, 2016 . For workers compensation and vehicle claims each segment is charged an insurance premium and is also charged a deductible that corresponds with our corporate deductibles. 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 and shared costs. Costs of the corporate headquarters, shared services and shared assets, such as trailers, are allocated to the segments based on usage. The basis of shared assets are not allocated. Beginning in the first quarter of 2017, a trailer allocation was included in Pool's 2017 results from operations. 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 months ended March 31, 2017 and 2016. Three months ended March 31, 2017 Expedited LTL Truckload Premium Pool Distribution Intermodal Eliminations & other Consolidated External revenues $ 140,012 $ 40,937 $ 37,753 $ 28,280 $ — $ 246,982 Intersegment revenues 586 848 70 11 (1,515 ) — Depreciation and amortization 5,563 1,558 1,802 1,110 — 10,033 Share-based compensation expense 1,645 95 88 134 — 1,962 Interest expense 1 — — 11 270 282 Income (loss) from operations 18,400 1,704 1,367 2,580 (862 ) 23,189 Total assets 630,959 55,523 50,120 131,801 (232,535 ) 635,868 Capital expenditures 2,511 6 83 52 — 2,652 Three months ended March 31, 2016 Expedited LTL Truckload Premium Pool Distribution Intermodal Eliminations & other Consolidated External revenues $ 133,524 $ 38,415 $ 33,057 $ 24,553 $ — $ 229,549 Intersegment revenues 855 205 135 71 (1,266 ) — Depreciation and amortization 5,531 1,749 1,497 891 — 9,668 Share-based compensation expense 1,724 51 81 96 — 1,952 Interest expense — — — 36 517 553 Income (loss) from operations 17,084 1,565 114 2,372 270 21,405 Total assets 635,283 90,678 47,877 120,251 (205,036 ) 689,053 Capital expenditures 2,078 13 545 52 — 2,688 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On April 10, 2017, we announced that our wholly-owned subsidiary, Central States Trucking Co. (“CST”), entered into an agreement to acquire substantially all of the assets of Atlantic Trucking Company, Inc., Heavy Duty Equipment Leasing, LLC, Atlantic Logistics, LLC and Transportation Holdings, Inc. (together referred to as “Atlantic” in this note). The closing of the transaction is subject to various customary conditions, including but not limited to, compliance with the covenants and agreements in the definitive agreement in all material respects. The Company will pay approximately $22,500 and provide an option for a $1,000 earn-out. The acquisition will be funded by a combination of cash on hand and funds from our revolving credit facility. Atlantic is a privately held provider of intermodal, drayage and related services headquartered in Charleston, South Carolina. It also has terminal operations in Atlanta, Charlotte, Houston, Jacksonville, Memphis, Nashville, Norfolk and Savannah. These locations allow Intermodal to significantly expand its footprint in the southeastern region. During calendar year 2016, Atlantic generated approximately $62,300 in revenue. CST is included in our Intermodal reportable segment. |
Acquisitions and Goodwill (Tabl
Acquisitions and Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill [Line Items] | |
Schedule of Purchase Price Allocation [Table Text Block] | The following table presents the allocations of the 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 2016 Tangible assets: Property and equipment $ 1,294 Total tangible assets 1,294 Intangible assets: Non-compete agreements 139 Customer relationships 5,335 Goodwill 6,282 Total intangible assets 11,756 Total assets acquired 13,050 Liabilities assumed: Other liabilities 1,250 Total liabilities assumed 1,250 Net assets acquired $ 11,800 |
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 Customer relationships 15 years Non-compete agreements 5 years |
Business Acquisition, Pro Forma Information [Table Text Block] | |
Schedule of Goodwill [Table Text Block] | As of March 31, 2017, the carrying values of goodwill for each segment summarized in the table below. There were no changes in the carrying amount of goodwill during the three months ended March 31, 2017. Approximately $105,531 of goodwill is deductible for tax purposes. Expedited LTL TLS Pool Distribution Intermodal Total Accumulated Accumulated Accumulated Accumulated Goodwill Impairment Goodwill Impairment Goodwill Impairment Goodwill Impairment Net Ending balance, March 31, 2017 $ 97,593 $ — $ 45,164 $ (25,686 ) $ 12,359 $ (6,953 ) $ 62,198 $ — $ 184,675 |
Share-Based Payments (Tables)
Share-Based Payments (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017 Weighted- Aggregate Non-vested Average Grant Date Shares Grant Date Fair Value (000) Fair Value (000) Outstanding and non-vested at December 31, 2016 222 $ 45 Granted 126 48 Vested (101 ) 45 Forfeited (5 ) 46 Outstanding and non-vested at March 31, 2017 242 $ 47 $ 11,320 Three months ended March 31, March 31, Share-based compensation for non-vested shares $ 1,246 $ 1,082 Tax benefit for non-vested share compensation $ 459 $ 403 Unrecognized compensation cost for non-vested shares, net of estimated forfeitures $ 10,470 $ 9,363 Weighted average period over which unrecognized compensation will be recognized (years) 2.3 |
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: Three months ended March 31, March 31, Expected stock price volatility 24.7 % 22.3 % Weighted average risk-free interest rate 1.4 % 0.8 % The following tables summarize the Company’s employee performance share activity, assuming median share awards, and related information: Three months ended March 31, 2017 Weighted- Aggregate Performance Average Grant Date Shares Grant Date Fair Value (000) Fair Value (000) Outstanding and non-vested at December 31, 2016 80 $ 55 Granted 25 56 Forfeited (29 ) $ 50 Outstanding and non-vested at March 31, 2017 76 $ 57 $ 4,327 Three months ended March 31, March 31, Share-based compensation for performance shares $ 184 $ 351 Tax benefit for performance share compensation $ 68 $ 131 Unrecognized compensation cost for performance shares, net of estimated forfeitures $ 2,612 $ 2,805 Weighted average period over which unrecognized compensation will be recognized (years) 2.2 |
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 March 31, 2017 Weighted- Aggregate Non-vested Average Grant Date Shares Grant Date Fair Value (000) Fair Value (000) Outstanding and non-vested at December 31, 2016 16 $ 44 Granted — — Vested — — Outstanding and non-vested at March 31, 2017 16 $ 44 $ 688 Three months ended March 31, March 31, Share-based compensation for non-vested shares $ 169 $ 171 Tax benefit for non-vested share compensation $ 63 $ 64 Unrecognized compensation cost for non-vested shares, net of estimated forfeitures $ 77 $ 114 Weighted average period over which unrecognized compensation will be recognized (years) 0.1 |
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 months ended March 31, 2017 and 2016 were as follows: Three months ended March 31, March 31, Expected dividend yield 1.3 % 1.0 % Expected stock price volatility 28.7 % 29.0 % Weighted average risk-free interest rate 2.0 % 1.3 % Expected life of options (years) 6.0 6.0 Weighted average grant date fair value $ 13 $ 12 The following tables summarize the Company’s employee stock option activity and related information: Three months ended March 31, 2017 Weighted- Weighted- Aggregate Average Average Intrinsic Remaining Options Exercise Value Contractual (000) Price (000) Term Outstanding at December 31, 2016 564 $ 41 Granted 118 48 Exercised (47 ) 32 Forfeited (13 ) 46 Outstanding at March 31, 2017 622 $ 42 $ 3,765 4.4 Exercisable at March 31, 2017 381 $ 40 $ 3,334 3.2 Three months ended March 31, March 31, Share-based compensation for options $ 363 $ 348 Tax benefit for option compensation $ 134 $ 129 Unrecognized compensation cost for options, net of estimated forfeitures $ 2,683 $ 2,789 Weighted average period over which unrecognized compensation will be recognized (years) 2.3 |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31, March 31, Numerator: Net income and comprehensive income $ 14,243 $ 13,099 Income allocated to participating securities (119 ) (64 ) Numerator for basic and diluted income per share - net income $ 14,124 $ 13,035 Denominator (in thousands): Denominator for basic income per share - weighted-average shares 29,998 30,420 Effect of dilutive stock options (in thousands) 75 165 Effect of dilutive performance shares (in thousands) 33 40 Denominator for diluted income per share - adjusted weighted-average shares 30,106 30,625 Basic net income per share $ 0.47 $ 0.43 Diluted net income per share $ 0.47 $ 0.43 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: March 31, March 31, Anti-dilutive stock options (in thousands) 282 275 Anti-dilutive performance shares (in thousands) 15 44 Anti-dilutive non-vested shares and deferred stock units (in thousands) — 73 Total anti-dilutive shares (in thousands) 297 392 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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: March 31, 2017 Carrying Value Fair Value Capital leases $ 987 $ 1,058 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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 months ended March 31, 2017 and 2016. Three months ended March 31, 2017 Expedited LTL Truckload Premium Pool Distribution Intermodal Eliminations & other Consolidated External revenues $ 140,012 $ 40,937 $ 37,753 $ 28,280 $ — $ 246,982 Intersegment revenues 586 848 70 11 (1,515 ) — Depreciation and amortization 5,563 1,558 1,802 1,110 — 10,033 Share-based compensation expense 1,645 95 88 134 — 1,962 Interest expense 1 — — 11 270 282 Income (loss) from operations 18,400 1,704 1,367 2,580 (862 ) 23,189 Total assets 630,959 55,523 50,120 131,801 (232,535 ) 635,868 Capital expenditures 2,511 6 83 52 — 2,652 Three months ended March 31, 2016 Expedited LTL Truckload Premium Pool Distribution Intermodal Eliminations & other Consolidated External revenues $ 133,524 $ 38,415 $ 33,057 $ 24,553 $ — $ 229,549 Intersegment revenues 855 205 135 71 (1,266 ) — Depreciation and amortization 5,531 1,749 1,497 891 — 9,668 Share-based compensation expense 1,724 51 81 96 — 1,952 Interest expense — — — 36 517 553 Income (loss) from operations 17,084 1,565 114 2,372 270 21,405 Total assets 635,283 90,678 47,877 120,251 (205,036 ) 689,053 Capital expenditures 2,078 13 545 52 — 2,688 |
Basis of Presentation (Details)
Basis of Presentation (Details) | 3 Months Ended |
Mar. 31, 2017 | |
Number of principal reporting segments | 4 |
Recent Accounting Pronounceme24
Recent Accounting Pronouncements (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | $ 300 |
Acquisitions and Goodwill (Deta
Acquisitions and Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Dec. 31, 2016 | Aug. 29, 2016 | Jan. 25, 2016 | |
Segment Reporting Information [Line Items] | ||||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | $ 105,531 | |||
Carrying value of goodwill | 184,675 | $ 184,675 | ||
Impairment of Intangible Assets, Finite-lived | $ 16,501 | |||
Triumph & Ace [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Carrying value of goodwill | $ 6,282 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 1,294 | |||
Business Combination, Recognized Identifiable Assets Acquired and Total Liabilities Assumed, Total Tangible Assets | 1,294 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 11,756 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 13,050 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | 1,250 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 1,250 | |||
Business Combination, Recognized Identifiable Assets Acquired and Total Liabilities Assumed, Net Total Assets | 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 | |||
Truckload Expedited [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Carrying value of goodwill | 45,164 | |||
Goodwill, Impaired, Accumulated Impairment Loss | (25,686) | |||
Pool Distribution [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Carrying value of goodwill | 12,359 | |||
Goodwill, Impaired, Accumulated Impairment Loss | (6,953) | |||
Intermodal [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Carrying value of goodwill | $ 62,198 | |||
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 | |||
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 |
Share-Based Payments - Stock Op
Share-Based Payments - Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 1,962 | $ 1,952 |
Employee Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 363 | 348 |
Tax benefit related to share-based expense | 134 | 129 |
Unrecognized share-based compensation, net of estimated forfeitures | $ 2,683 | $ 2,789 |
Weighted average period over which unrecognized compensation will be recognized (years) | 2 years 3 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) | 1.30% | 1.00% |
Expected stock price volatility | 28.70% | 29.00% |
Weighted Average Risk Free Interest Rate | 2.00% | 1.30% |
Expected life of options (in years) | 6 years 11 days | 6 years 11 days |
Weighted-average fair value of options (dollars per share) | $ 13 | $ 12 |
Outstanding, beginning of period (in shares) | 564 | |
Granted (in shares) | 118 | |
Exercised (in shares) | (47) | |
Forfeited (in shares) | (13) | |
Outstanding, end of period (in shares) | 622 | |
Exercisable, end of period (in shares) | 381 | |
Outstanding, beginning of period (in dollars per share) | $ 41 | |
Grants in Period (in dollars per share) | 48 | |
Exercises in Period (in dollars per share) | 32 | |
Forfeited in period (in dollars per share) | 46 | |
Outstanding, end of period (in dollars per share) | 42 | |
Exercisable, end of period (in dollars per share) | $ 40 | |
Aggregate Intrinsic Value Outstanding, end of period | $ 3,765 | |
Aggregate Intrinsic Value Exercisable, end of period | $ 3,334 | |
Weighted-average remaining contractual term Outstanding, end of period (in years) | 4 years 4 months 11 days | |
Weighted-average remaining contractual term Exercisable, end of period (in years) | 3 years 2 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 | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 1,962 | $ 1,952 |
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) | 222 | |
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 126 | |
Shares Vested in Period | (101) | |
Shares Forfeited in Period | (5) | |
Outstanding and non-vested, end of period (in shares) | 242 | |
Outstanding and non-vested, weighted-average grant date fair value, beginning of period | $ 45 | |
Grants in Period, Weighted Average Grant Date Fair Value | 48 | |
Vested in Period, Weighed-average grant date fair value | 45 | |
Forfeited in period (in dollars per share) | 46 | |
Outstanding and non-vested, weighted-average grant date fair value, end of period | $ 47 | |
Outstanding and non-vested, aggregate grant date fair value | $ 11,320 | |
Share-based compensation expense | 1,246 | 1,082 |
Tax benefit related to share-based expense | 459 | 403 |
Unrecognized share-based compensation, net of estimated forfeitures | $ 10,470 | $ 9,363 |
Weighted average period over which unrecognized compensation will be recognized (years) | 2 years 3 months 11 days |
Share-Based Payments - Employ28
Share-Based Payments - Employee Activity Performance Shares (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 1,962 | $ 1,952 |
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 | 24.70% | 22.30% |
Weighted Average Risk Free Interest Rate | 1.40% | 0.80% |
Outstanding and non-vested, beginning of period (in shares) | 80 | |
Grants in Period | 25 | |
Shares Forfeited in Period | (29) | |
Outstanding and non-vested, end of period (in shares) | 76 | |
Outstanding and non-vested, weighted-average grant date fair value, beginning of period | $ 55 | |
Grants in Period, Weighted Average Grant Date Fair Value | 56 | |
Forfeited in Period, Weighted Average Grant Date Fair Value | 50 | |
Outstanding and non-vested, weighted-average grant date fair value, end of period | $ 57 | |
Outstanding and non-vested, aggregate grant date fair value | $ 4,327 | |
Share-based compensation expense | 184 | $ 351 |
Tax benefit related to share-based expense | 68 | 131 |
Unrecognized share-based compensation, net of estimated forfeitures | $ 2,612 | $ 2,805 |
Weighted average period over which unrecognized compensation will be recognized (years) | 2 years 2 months 11 days |
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 | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Non-Employee Director Shares, Vesting Period (in years) | 1 year | |
Share-based compensation expense | $ 1,962 | $ 1,952 |
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 | |
Outstanding and non-vested, end of period (in shares) | 16 | |
Outstanding and non-vested, weighted-average grant date fair value, beginning of period | $ 44 | |
Outstanding and non-vested, weighted-average grant date fair value, end of period | $ 44 | |
Outstanding and non-vested, aggregate grant date fair value | $ 688 | |
Share-based compensation expense | 169 | 171 |
Tax benefit related to share-based expense | 63 | 64 |
Unrecognized share-based compensation, net of estimated forfeitures | $ 77 | $ 114 |
Weighted average period over which unrecognized compensation will be recognized (years) | 1 month 11 days |
Senior Credit Facility (Details
Senior Credit Facility (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | Feb. 04, 2015 | |
Debt Instrument [Line Items] | ||||
Line of Credit Facility Term, In Years | 5 | |||
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% | |||
Proceeds from senior credit facility | $ 13,000 | $ 0 | ||
Letters of Credit Outstanding, Amount | 7,514 | |||
Available borrowing capacity | 129,486 | |||
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] | ||||
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% | |||
Proceeds from senior credit facility | $ 13,000 | |||
Line of Credit Facility, Interest Rate at Period End | 2.20% | |||
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] | ||||
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% |
Net Income Per Share (Details)
Net Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Earnings Per Share, Basic, Two Class Method [Abstract] | ||
Net income and comprehensive income | $ 14,243 | $ 13,099 |
Income allocated to participating securities | (119) | (64) |
Numerator for basic and diluted income per share - net income | $ 14,124 | $ 13,035 |
Denominator for basic income per share - weighted-average shares | 29,998 | 30,420 |
Denominator for diluted income per share - adjusted weighted-average shares | 30,106 | 30,625 |
Basic income per share (dollars per share) | $ 0.47 | $ 0.43 |
Diluted income per share (dollars per share) | $ 0.47 | $ 0.43 |
Total number anti-dilutive options, non-vested shares, and performance shares excluded from income per diluted share computation | 297 | 392 |
Equity Option [Member] | ||
Earnings Per Share, Basic, Two Class Method [Abstract] | ||
Effect of dilutive stock options and non-vested shares | 75 | 165 |
Total number anti-dilutive options, non-vested shares, and performance shares excluded from income per diluted share computation | 282 | 275 |
Key Employee Performance Share Based Plan [Member] | ||
Earnings Per Share, Basic, Two Class Method [Abstract] | ||
Effect of dilutive stock options and non-vested shares | 33 | 40 |
Total number anti-dilutive options, non-vested shares, and performance shares excluded from income per diluted share computation | 15 | 44 |
Nonvested Shares and Deferred Stock Units [Member] | ||
Earnings Per Share, Basic, Two Class Method [Abstract] | ||
Total number anti-dilutive options, non-vested shares, and performance shares excluded from income per diluted share computation | 73 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Effective statutory federal income tax rate | 35.00% | 35.00% |
Effective Income Tax Rate, Continuing Operations | 37.80% | 37.10% |
Financial Instruments - Fair Va
Financial Instruments - Fair Value (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
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 | $ 1,058 |
Carrying Value | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Other debt and capital leases | $ 987 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - USD ($) | 3 Months Ended | |||||
Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Jul. 21, 2016 | |
Shareholders' Equity [Line Items] | ||||||
Stock Repurchase Program, Number of Shares Authorized to be Repurchased | 3,000,000 | |||||
Stock Repurchased and Retired During Period, Shares | 204,809 | 232,944 | ||||
Stock Repurchased and Retired During Period, In Total Dollars | $ 9,996,000 | $ 9,995,000 | ||||
Stock repurchased, common stock acquired, average cost per share | $ 48.81 | $ 42.91 | ||||
Stock Repurchase Program, Remaining Number of Shares Authorized to be Repurchased | 2,561,675 | |||||
Common Stock [Member] | ||||||
Shareholders' Equity [Line Items] | ||||||
Dividends per share (in dollars per share) | $ 0.15 | $ 0.15 | $ 0.12 | $ 0.12 | $ 0.12 |
Segment Reporting (Details)
Segment Reporting (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | |
Segment Reporting Information [Line Items] | |||
External revenues | $ 246,982 | $ 229,549 | |
Depreciation and amortization | 10,033 | 9,668 | |
Share-based compensation expense | 1,962 | 1,952 | |
Interest expense | 282 | 553 | |
Operating Income (Loss) | 23,189 | 21,405 | |
Total assets | 635,868 | 689,053 | $ 641,291 |
Capital expenditures | $ 2,652 | 2,688 | |
Number of reportable segments | 4 | ||
Expedited LTL [Member] | |||
Segment Reporting Information [Line Items] | |||
External revenues | $ 140,012 | 133,524 | |
Intersegment revenues | 586 | 855 | |
Depreciation and amortization | 5,563 | 5,531 | |
Share-based compensation expense | 1,645 | 1,724 | |
Interest expense | 1 | ||
Operating Income (Loss) | 18,400 | 17,084 | |
Total assets | 630,959 | 635,283 | |
Capital expenditures | 2,511 | 2,078 | |
Truckload Expedited [Member] | |||
Segment Reporting Information [Line Items] | |||
External revenues | 40,937 | 38,415 | |
Intersegment revenues | 848 | 205 | |
Depreciation and amortization | 1,558 | 1,749 | |
Share-based compensation expense | 95 | 51 | |
Interest expense | 0 | ||
Operating Income (Loss) | 1,704 | 1,565 | |
Total assets | 55,523 | 90,678 | |
Capital expenditures | 6 | 13 | |
Pool Distribution [Member] | |||
Segment Reporting Information [Line Items] | |||
External revenues | 37,753 | 33,057 | |
Intersegment revenues | 70 | 135 | |
Depreciation and amortization | 1,802 | 1,497 | |
Share-based compensation expense | 88 | 81 | |
Operating Income (Loss) | 1,367 | 114 | |
Total assets | 50,120 | 47,877 | |
Capital expenditures | 83 | 545 | |
Intermodal [Member] | |||
Segment Reporting Information [Line Items] | |||
External revenues | 28,280 | 24,553 | |
Intersegment revenues | 11 | 71 | |
Depreciation and amortization | 1,110 | 891 | |
Share-based compensation expense | 134 | 96 | |
Interest expense | 36 | ||
Operating Income (Loss) | 2,580 | 2,372 | |
Total assets | 131,801 | 120,251 | |
Capital expenditures | 52 | 52 | |
Elimination [Member] | |||
Segment Reporting Information [Line Items] | |||
Intersegment revenues | (1,515) | (1,266) | |
Interest expense | 270 | 517 | |
Operating Income (Loss) | (862) | 270 | |
Total assets | $ (232,535) | $ (205,036) |
Subsequent Events (Details)
Subsequent Events (Details) - Atlantic [Member] - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Subsequent Event [Line Items] | ||
Other Revenue, Net | $ 62,300 | |
Business Combination, Consideration Transferred | $ 22,500 | |
Business Combination, Contingent Consideration, Liability | $ 1,000 |