Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Jul. 23, 2019 | |
Cover page. | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2019 | |
Document Transition Report | false | |
Entity File Number | 000-22490 | |
Entity Registrant Name | FORWARD AIR CORP | |
Entity Incorporation, State or Country Code | TN | |
Entity Tax Identification Number | 62-1120025 | |
Entity Address, Address Line One | 1915 Snapps Ferry Road | |
Entity Address, Address Line Two | Building N | |
Entity Address, City or Town | Greeneville | |
Entity Address, State or Province | TN | |
Entity Address, Postal Zip Code | 37745 | |
City Area Code | 423 | |
Local Phone Number | 636-7000 | |
Title of 12(b) Security | Common Stock, $0.01 par value | |
Trading Symbol | FWRD | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 28,313,007 | |
Entity Central Index Key | 0000912728 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 14,777 | $ 25,657 |
Accounts receivable, less allowance of $2,329 in 2019 and $2,081 in 2018 | 154,715 | 156,359 |
Other current assets | 23,580 | 19,066 |
Total current assets | 193,072 | 201,082 |
Property and equipment | 422,968 | 413,900 |
Less accumulated depreciation and amortization | 214,126 | 204,005 |
Total property and equipment, net | 208,842 | 209,895 |
Operating Lease, Right-of-Use Asset | 149,544 | 0 |
Goodwill and other acquired intangibles: | ||
Goodwill | 218,373 | 199,092 |
Other acquired intangibles, net of accumulated amortization of $85,845 in 2019 and $80,666 in 2018 | 126,482 | 113,661 |
Total goodwill and other acquired intangibles, net | 344,855 | 312,753 |
Other assets | 40,244 | 36,485 |
Total assets | 936,557 | 760,215 |
Current liabilities: | ||
Accounts payable | 30,585 | 34,630 |
Accrued expenses | 50,414 | 39,784 |
Other current liabilities | 6,069 | 0 |
Current portion of debt and finance lease obligations | 197 | 309 |
Current portion of operating lease obligations | 49,370 | 0 |
Total current liabilities | 136,635 | 74,723 |
Debt and finance lease obligations, less current portion | 57,311 | 47,335 |
Operating lease obligations, less current portion | 100,752 | 0 |
Other long-term liabilities | 51,365 | 47,739 |
Deferred income taxes | 40,452 | 37,174 |
Shareholders' equity: | ||
Preferred stock | 0 | 0 |
Common stock, $0.01 par value: Authorized shares - 50,000,000, Issued and outstanding shares - 28,040,047 in 2019 and 28,534,935 in 2018 | 280 | 285 |
Additional paid-in capital | 218,080 | 210,296 |
Retained earnings | 331,682 | 342,663 |
Total shareholders' equity | 550,042 | 553,244 |
Total liabilities and shareholders' equity | $ 936,557 | $ 760,215 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) Parenthetical - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Accounts receivable, allowance | $ 2,329 | $ 2,081 |
Other acquired intangibles, accumulated amortization | $ 85,845 | $ 80,666 |
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) | 28,040,047 | 28,534,935 |
Common stock, outstanding shares (in shares) | 28,040,047 | 28,534,935 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Operating revenue | $ 345,756 | $ 330,343 | $ 667,227 | $ 632,951 |
Operating expenses: | ||||
Purchased transportation | 155,124 | 155,716 | 299,138 | 295,382 |
Salaries, wages and employee benefits | 80,278 | 72,073 | 156,640 | 141,655 |
Operating leases | 20,326 | 18,006 | 39,499 | 35,970 |
Depreciation and amortization | 10,681 | 10,362 | 21,508 | 21,052 |
Insurance and claims | 13,229 | 10,086 | 22,601 | 17,238 |
Fuel expense | 5,929 | 5,598 | 11,537 | 11,152 |
Other operating expenses | 29,639 | 25,632 | 61,020 | 53,397 |
Total operating expenses | 315,206 | 297,473 | 611,943 | 575,846 |
Income from operations | 30,550 | 32,870 | 55,284 | 57,105 |
Other expense: | ||||
Interest expense | (581) | (483) | (1,156) | (854) |
Other, net | (1) | (1) | (2) | (1) |
Total other expense | (582) | (484) | (1,158) | (855) |
Income before income taxes | 29,968 | 32,386 | 54,126 | 56,250 |
Income tax expense | 7,638 | 8,088 | 13,389 | 14,212 |
Net income and comprehensive income | $ 22,330 | $ 24,298 | $ 40,737 | $ 42,038 |
Net income per share: | ||||
Basic (in dollars per share) | $ 0.78 | $ 0.83 | $ 1.42 | $ 1.42 |
Diluted (in dollars per share) | 0.78 | 0.82 | 1.41 | 1.42 |
Dividends per share: | ||||
Dividends per share (in dollars per share) | $ 0.18 | $ 0.15 | $ 0.36 | $ 0.30 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Operating activities: | ||
Net income | $ 40,737 | $ 42,038 |
Adjustments to reconcile net income to net cash provided by operating activities | ||
Depreciation and amortization | 21,508 | 21,052 |
Share-based compensation | 6,244 | 4,678 |
Gain on disposal of property and equipment | (88) | (134) |
Provision for loss on receivables | 631 | 457 |
Provision for revenue adjustments | 1,280 | 1,829 |
Deferred income tax expense | 3,278 | 4,494 |
Changes in operating assets and liabilities | ||
Accounts receivable | (267) | (6,732) |
Prepaid expenses and other current assets | (4,984) | (3,639) |
Income taxes | (2,182) | (1,428) |
Accounts payable and accrued expenses | 5,607 | 4,375 |
Net cash provided by operating activities | 71,764 | 66,990 |
Investing activities: | ||
Proceeds from disposal of property and equipment | 1,272 | 4,839 |
Purchases of property and equipment | (16,598) | (17,606) |
Acquisition of business, net of cash acquired | (27,000) | 0 |
Other | 0 | (347) |
Net cash used in investing activities | (42,326) | (13,114) |
Financing activities: | ||
Payments of finance lease obligations | (137) | (151) |
Proceeds from senior credit facility | 10,000 | 0 |
Proceeds from exercise of stock options | 1,278 | 1,112 |
Payments of cash dividends | (10,333) | (8,828) |
Repurchase of common stock (repurchase program) | (38,617) | (28,165) |
Proceeds from common stock issued under employee stock purchase plan | 261 | 237 |
Cash settlement of share-based awards for tax withholdings | (2,770) | (1,872) |
Net cash used in financing activities | (40,318) | (37,667) |
Net (decrease) increase in cash | (10,880) | 16,209 |
Cash at beginning of period | 25,657 | 3,893 |
Cash at end of period | $ 14,777 | $ 20,102 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] |
Balance at Dec. 31, 2017 | $ 532,699 | $ 295 | $ 195,346 | $ 337,058 |
Balance, shares (in shares) at Dec. 31, 2017 | 29,454,000 | |||
Net income and comprehensive income | 17,741 | 17,741 | ||
Other | (29) | $ (2) | (27) | |
Share-based compensation | 2,261 | 2,261 | ||
Dividends | (4,413) | 1 | (4,414) | |
Cash settlement of share-based awards for tax withholdings | (1,823) | (1,823) | ||
Cash settlement of share-based awards for tax withholdings (in shares) | (33,000) | |||
Share repurchases | (19,993) | $ (4) | (19,989) | |
Share repurchases, shares | (364,000) | |||
Vesting of previously non-vested shares | $ 1 | (1) | ||
Vesting of previously non-vested shares (in shares) | 105,000 | |||
Balance at Mar. 31, 2018 | 526,443 | $ 290 | 197,607 | 328,546 |
Balance, shares (in shares) at Mar. 31, 2018 | 29,162,000 | |||
Balance at Dec. 31, 2017 | $ 532,699 | $ 295 | 195,346 | 337,058 |
Balance, shares (in shares) at Dec. 31, 2017 | 29,454,000 | |||
Share repurchases, shares | (497,000) | |||
Balance at Jun. 30, 2018 | $ 541,870 | $ 291 | 201,373 | 340,206 |
Balance, shares (in shares) at Jun. 30, 2018 | 29,074,000 | |||
Balance at Mar. 31, 2018 | 526,443 | $ 290 | 197,607 | 328,546 |
Balance, shares (in shares) at Mar. 31, 2018 | 29,162,000 | |||
Net income and comprehensive income | 24,298 | 24,298 | ||
Other | (2) | (2) | ||
Exercise of stock options | 1,112 | $ 1 | 1,111 | |
Exercise of stock options (in shares) | 26,000 | |||
Common stock issued under employee stock purchase plan | 237 | 237 | ||
Common stock issued under employee stock purchase plan (in shares) | 5,000 | |||
Share-based compensation | 2,418 | 2,418 | ||
Dividends | (4,415) | 1 | (4,416) | |
Cash settlement of share-based awards for tax withholdings | (49) | (49) | ||
Cash settlement of share-based awards for tax withholdings (in shares) | (1,000) | |||
Share repurchases | $ (8,172) | $ (1) | (8,171) | |
Share repurchases, shares | (133,000) | (133,000) | ||
Vesting of previously non-vested shares | $ 1 | (1) | ||
Vesting of previously non-vested shares (in shares) | 15,000 | |||
Balance at Jun. 30, 2018 | $ 541,870 | $ 291 | 201,373 | 340,206 |
Balance, shares (in shares) at Jun. 30, 2018 | 29,074,000 | |||
Balance at Dec. 31, 2018 | $ 553,244 | $ 285 | 210,296 | 342,663 |
Balance, shares (in shares) at Dec. 31, 2018 | 28,534,935 | 28,535,000 | ||
Net income and comprehensive income | $ 18,407 | 18,407 | ||
Other | 2 | $ 2 | ||
Exercise of stock options | 830 | 830 | ||
Exercise of stock options (in shares) | 18,000 | |||
Share-based compensation | 3,047 | 3,047 | ||
Dividends | (5,189) | 1 | (5,190) | |
Cash settlement of share-based awards for tax withholdings | (2,721) | $ (1) | (2,720) | |
Cash settlement of share-based awards for tax withholdings (in shares) | (44,000) | |||
Share repurchases | (14,181) | $ (2) | (14,179) | |
Share repurchases, shares | (230,000) | |||
Vesting of previously non-vested shares (in shares) | 136,000 | |||
Balance at Mar. 31, 2019 | 553,439 | $ 284 | 214,174 | 338,981 |
Balance, shares (in shares) at Mar. 31, 2019 | 28,415,000 | |||
Balance at Dec. 31, 2018 | $ 553,244 | $ 285 | 210,296 | 342,663 |
Balance, shares (in shares) at Dec. 31, 2018 | 28,534,935 | 28,535,000 | ||
Share repurchases, shares | (637,000) | |||
Balance at Jun. 30, 2019 | $ 550,042 | $ 280 | 218,080 | 331,682 |
Balance, shares (in shares) at Jun. 30, 2019 | 28,040,047 | 28,040,000 | ||
Balance at Mar. 31, 2019 | $ 553,439 | $ 284 | 214,174 | 338,981 |
Balance, shares (in shares) at Mar. 31, 2019 | 28,415,000 | |||
Net income and comprehensive income | 22,330 | 22,330 | ||
Other | (4) | (2) | (2) | |
Exercise of stock options | 448 | 448 | ||
Exercise of stock options (in shares) | 10,000 | |||
Common stock issued under employee stock purchase plan | 261 | 261 | ||
Common stock issued under employee stock purchase plan (in shares) | 5,000 | |||
Share-based compensation | 3,197 | 3,197 | ||
Dividends | (5,144) | 2 | (5,146) | |
Cash settlement of share-based awards for tax withholdings | (49) | (49) | ||
Cash settlement of share-based awards for tax withholdings (in shares) | (1,000) | |||
Share repurchases | $ (24,436) | $ (4) | (24,432) | |
Share repurchases, shares | (407,000) | (407,000) | ||
Vesting of previously non-vested shares (in shares) | 18,000 | |||
Balance at Jun. 30, 2019 | $ 550,042 | $ 280 | $ 218,080 | $ 331,682 |
Balance, shares (in shares) at Jun. 30, 2019 | 28,040,047 | 28,040,000 |
Consolidated Statements of Sh_2
Consolidated Statements of Shareholders' Equity (Unaudited) Parenthetical - $ / shares | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Common Stock, Dividends, Per Share, Declared | $ 0.18 | $ 0.18 | $ 0.15 | $ 0.15 | $ 0.36 | $ 0.30 |
Description of Business and Bas
Description of Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | Description of Business and Basis of Presentation Forward Air Corporation ("the Company", "We", "Our") is a leading asset-light freight and logistics company. Forward Air Corporation's services can be classified into four reportable segments: Expedited LTL, Intermodal, Truckload Premium Services ("TLS") and Pool Distribution ("Pool") (See Note 13). 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, final mile solutions, customs brokerage and other handling. Because of our roots in serving the deferred air freight market, our terminal network is located at or near airports 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 container freight station ("CFS") warehouse and handling services. Today, Intermodal operates primarily in the Midwest and Southeast, with a smaller operational presence in the Southwest United States. 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. In our Pool 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 (as described in our 2018 Form 10-K) when measured on a quarterly basis; therefore operating results for the six months ended June 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019 . 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, 2018 . The accompanying unaudited condensed consolidated financial statements of the Company include Forward Air Corporation and its subsidiaries. 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 | 6 Months Ended |
Jun. 30, 2019 | |
Recent Accounting Pronouncements [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), which replaces the incurred loss methodology previously employed to measure credit losses for most financial assets and requires the use of a forward-looking expected loss model. Under current accounting guidance, credit losses are recognized when it is probable a loss has been incurred. The updated guidance will require financial assets to be measured at amortized costs less a reserve, equal to the net amount expected to be collected. This standard will be effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted. The Company is evaluating the effects that the adoption of this guidance will have on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases, which requires lessees to recognize a right-of-use asset with a corresponding lease liability on their balance sheet for most leases classified as operating leases under previous guidance. Lessors are required to recognize a net lease investment for most leases. Additional qualitative and quantitative disclosures are also required. The Company applied the transition requirements as of January 1, 2019, which resulted in recording right-of-use lease assets and corresponding lease liabilities of $149,544 and $150,122 , respectively, as of June 30, 2019. There was no impact to the Company's Statements of Comprehensive Income or Statements of Cash Flows. In addition, comparative financial statements have not been presented as allowed per the guidance. Changes to processes and internal controls to meet the standard’s reporting and disclosure requirements have also been implemented. See Note 9, Leases, for additional discussion over this new standard, including the impact on the Company's financial statements. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2019 | |
Revenue [Abstract] | |
Revenue | Revenue The Company's revenue is generated from providing transportation and related services to customers in accordance with contractual agreements, bill of lading ("BOL") contracts and general tariff provisions. Related services include accessorial charges such as terminal handling, storage, equipment rentals and customs brokerage. These services are distinct and are accounted for as separate performance obligations. Generally, the Company's performance obligations begin when a customer's BOL is received and are satisfied when the delivery of a shipment and related services are completed. The Company generally recognizes revenue for its services over time to coincide with when its customers simultaneously receive and consume the benefits of these services. Performance obligations are short-term with transit days typically less than a week. Upon delivery of a shipment or related service, customers are billed and remit payment according to payment terms. Our revenue from contracts with customers is disclosed within our four reportable segments: Expedited LTL, Intermodal, TLS and Pool. This is consistent with our disclosures in earnings releases and annual reports and with the information regularly reviewed by the chief operating decision maker for evaluating financial performance. See additional discussion in Note 13, Segment Reporting. |
Acquisitions and Goodwill
Acquisitions and Goodwill | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Acquisitions and Goodwill | Acquisitions and Goodwill Expedited LTL Acquisitions As part of our strategy to expand our final mile pickup and delivery operations, in April 2019, we acquired certain assets of FSA Network, Inc. doing business as FSA Logistix (“FSA”) for $27,000 and a potential earnout of up to $15,000 . This acquisition provides an opportunity for our Expedited LTL segment to expand its final mile service offering into additional geographic markets, form relationships with new customers, and add volumes to our existing locations. The assets, liabilities, and operating results of this acquisition have been included in the Company's consolidated financial statements from the date of acquisition and have been assigned to the Expedited LTL reportable segment. The acquisition agreement provides the sellers an earnout opportunity of up to $15,000 based on the achievement of certain revenue milestones over a two year period, beginning May 1, 2019. As of June 30, 2019, the fair value of the earn-out liability was $10,321 and is included in other current and long-term liabilities in the condensed consolidated balance sheet. The earn-out liability was classified as 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”) and the value was determined based on estimated revenues and the probability of achieving them. The fair value was based on the two-year performance of FSA's acquired customer revenue and was estimated using a Monte Carlo simulation. The weighted average assumptions used in the Monte Carlo simulation are summarized in the following table: FSA Earn-out Risk-free rate 2.4% Revenue discount rate 8.5% Revenue volatility 9.0% Allocations of Purchase Price The following table presents the allocation of the FSA purchase price to the assets acquired and liabilities assumed based on their estimated fair values and resulting residual goodwill (in thousands): FSA April 21, 2019 Tangible assets: Cash $ 202 Other receivables 1,491 Property and equipment 40 Total tangible assets 1,733 Intangible assets: Non-compete agreements 900 Customer relationships 17,100 Goodwill 19,281 Total intangible assets 37,281 Total assets acquired 39,014 Liabilities assumed: Current liabilities 7,664 Other liabilities 4,350 Total liabilities assumed 12,014 Net assets acquired $ 27,000 The above purchase price allocation for FSA is preliminary, as the Company is still in the process of finalizing the valuation of the acquired assets and liabilities assumed. The above estimated fair values of assets acquired and liabilities assumed for FSA are based on the information that was available as of the acquisition date through the date of this filing. The acquired definite-lived intangible assets have the following useful lives: FSA Useful Lives Non-compete agreements 5 years Customer relationships 15 years The fair value of the non-compete agreements and customer relationships assets were estimated using an income approach. The Company's inputs into fair value estimates are classified within level 3 of the fair value hierarchy. 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. Intermodal Acquisitions As part of the Company's strategy to expand its Intermodal operations, in July 2018, the Company acquired certain assets of Multi-Modal Transport Inc. ("MMT") for $3,737 , and in October 2018, the Company acquired certain assets of Southwest Freight Distributors (“Southwest”) for $16,250 . The MMT acquisition provides Intermodal with an expanded footprint in the Minnesota, North Dakota, South Dakota, Iowa and Wisconsin markets, and the Southwest acquisition provides an expanded footprint in Texas. Both MMT and Southwest also provide access to several strategic customer relationships. The assets, liabilities, and operating results of these collective acquisitions have been included in the Company's consolidated financial statements from their dates of acquisition and have been included in the Intermodal reportable segment. Goodwill The Company conducted its annual impairment assessments and test of goodwill for each reporting unit as of June 30, 2019 and no impairment charges were required at that time. 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 (level 3). 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. During the six months ended June 30, 2019, no indicators of impairment were identified. The following is a summary of the Company's goodwill as of June 30, 2019 . Approximately $139,229 of goodwill is deductible for tax purposes. Beginning balance, December 31, 2018 FSA Acquisition Ending balance, June 30, 2019 Expedited LTL Goodwill $ 97,593 $ 19,281 $ 116,874 Accumulated Impairment — — — Intermodal Goodwill 76,615 — 76,615 Accumulated Impairment — — — TLS Goodwill 45,164 — 45,164 Accumulated Impairment (25,686 ) — (25,686 ) Pool Distribution Goodwill 12,359 — 12,359 Accumulated Impairment (6,953 ) — (6,953 ) Total $ 199,092 $ 19,281 $ 218,373 |
Share-Based Payments
Share-Based Payments | 6 Months Ended |
Jun. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-Based Payments | Share-Based Payments The Company’s general practice has been to make a single annual grant of share-based compensation in the first quarter 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 shares”), 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 historically used the Black-Scholes option-pricing model to estimate the grant-date fair value of options granted. The Company did not make any stock option grants in the six months ended June 30, 2019 . The following tables summarize the Company’s employee stock option activity and related information: Six months ended June 30, 2019 Weighted- Weighted- Average Average Aggregate Remaining Exercise Intrinsic Contractual Options Price Value Term Outstanding at December 31, 2018 538 $ 51 Exercised (27 ) 47 Outstanding at June 30, 2019 511 $ 52 $ 4,970 4.2 Exercisable at June 30, 2019 299 $ 46 $ 4,508 3.2 Six months ended June 30, June 30, Share-based compensation for options $ 850 $ 688 Tax benefit for option compensation $ 217 $ 172 Unrecognized compensation cost for options, net of estimated forfeitures $ 2,358 $ 2,243 Weighted average period over which unrecognized compensation will be recognized (years) 1.7 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: Six months ended June 30, 2019 Weighted- Average Aggregate Non-vested Grant Date Grant Date Shares Fair Value Fair Value Outstanding and non-vested at December 31, 2018 315 $ 55 Granted 111 59 Vested (116 ) 61 Forfeited (5 ) 55 Outstanding and non-vested at June 30, 2019 305 $ 58 $ 17,779 Six months ended June 30, June 30, Share-based compensation for non-vested shares $ 4,142 $ 2,965 Tax benefit for non-vested share compensation $ 1,056 $ 741 Unrecognized compensation cost for non-vested shares, net of estimated forfeitures $ 13,192 $ 13,371 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, following the end of a three-year performance period, the Company will issue to these employees a calculated number of common stock shares based on meeting certain performance targets. For shares granted during the six months ended June 30, 2019 , 50% of the performance share issuances will be based on meeting earnings before interest, taxes, depreciation and amortization ("EBITDA") per share targets and the remaining 50% of the performance share issuances will be based on the three year performance of the Company’s total shareholder return ("TSR") as compared to the TSR of a selected peer group. All performance shares granted during the six months ended June 30, 2018 were based on achieving total shareholder return targets. Depending upon the EBITDA per share targets met, 0% to 200% of the granted shares may ultimately be issued. For shares granted based on total shareholder return, 0% of the shares will be issued if the Company's total shareholder return outperforms 25% or less of the peer group, but 200% of the shares will be issued if the Company's total shareholder return performs better than 90% of the peer group. The fair value of the performance shares granted based on meeting EBITDA per share targets were estimated using the closing market prices on the day of grant and the probability of meeting these targets as of the measurement date. The fair value of the performance shares granted based on the three year performance of the Company’s total shareholder return was estimated using a Monte Carlo simulation. The weighted average assumptions used in the Monte Carlo estimate were as follows: Six months ended June 30, June 30, Expected stock price volatility 23.4 % 24.3 % Weighted average risk-free interest rate 2.5 % 2.2 % The following tables summarize the Company’s employee performance share activity, assuming median share awards, and related information: Six months ended June 30, 2019 Weighted- Average Aggregate Performance Grant Date Grant Date Shares Fair Value Fair Value Outstanding and non-vested at December 31, 2018 65 $ 58 Granted 27 61 Vested (23 ) 64 Outstanding and non-vested at June 30, 2019 69 $ 62 $ 4,318 Six months ended June 30, June 30, Share-based compensation for performance shares $ 717 $ 642 Tax benefit for performance share compensation $ 183 $ 161 Unrecognized compensation cost for performance shares, net of estimated forfeitures $ 2,436 $ 2,036 Weighted average period over which unrecognized compensation will be recognized (years) 2.0 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 357 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. The following table summarizes the Company’s employee stock purchase activity and related information: Six months ended June 30, June 30, Shares purchased by participants under plan 5 5 Average purchase price $ 49 $ 52 Weighted-average fair value of each purchase right under the ESPP granted ¹ $ 10 $ 7 Share-based compensation for ESPP shares $ 52 $ 32 ¹ Equal to the discount from the market value of the common stock at the end of each six month purchase period 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: Six months ended June 30, 2019 Weighted- Average Aggregate Non-vested Grant Date Grant Date Shares Fair Value Fair Value Outstanding and non-vested at December 31, 2018 15 $ 59 Granted 15 62 Vested (15 ) 59 Outstanding and non-vested at June 30, 2019 15 $ 62 $ 920 Six months ended June 30, June 30, Share-based compensation for non-vested shares $ 483 $ 351 Tax benefit for non-vested share compensation $ 123 $ 88 Unrecognized compensation cost for non-vested shares, net of estimated forfeitures $ 784 $ 703 Weighted average period over which unrecognized compensation will be recognized (years) 0.9 |
Senior Credit Facility
Senior Credit Facility | 6 Months Ended |
Jun. 30, 2019 | |
Senior Credit Facility [Abstract] | |
Senior Credit Facility | Senior Credit Facility On September 29, 2017, the Company entered into a five -year senior unsecured revolving credit facility (the “Facility”) with a maximum aggregate principal amount of $150,000 , with a sublimit of $30,000 for letters of credit and a sublimit of $30,000 for swing line loans. The Facility may be increased by up to $100,000 to a maximum aggregate principal amount of $250,000 pursuant to the terms of the credit agreement, subject to the lenders’ agreement to increase their commitments or the addition of new lenders extending such commitments. Such increases to the Facility may be in the form of additional revolving credit loans, term loans or a combination thereof, and are contingent upon there being no events of default under the Facility and satisfaction of other conditions precedent and are subject to the other limitations set forth in the credit agreement. The Facility is scheduled to mature in September 2022 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 is based on the highest of (a) the federal funds rate (not less than 0%) 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 0.3% to 0.8% with respect to the Facility depending on the Company’s ratio of consolidated funded indebtedness to earnings before interest, taxes, depreciation and amortization, as set forth in the credit agreement. Payments of interest for each loan that is based on the LIBOR Rate are due in arrears on the last day of the interest period applicable to such loan (with interest periods of one, two or three months being available, at the Company’s option). Payments of interest on loans that are not based on the LIBOR Rate are due on the last day of each quarter ended March 31, June 30, September 30 and December 31 of each year. All unpaid amounts of principal and interest are due at maturity. As of June 30, 2019 , the Company had $57,500 in borrowings outstanding under the revolving credit facility, $12,704 utilized for outstanding letters of credit and $79,796 of available borrowing capacity under the revolving credit facility. The interest rate on the outstanding borrowing under the revolving credit facility was 3.6% as of June 30, 2019. |
Net Income Per Share
Net Income Per Share | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | Net Income Per Share The following table sets forth the computation of basic and diluted net income per share: Three months ended Six months ended June 30, June 30, June 30, June 30, Numerator: Net income and comprehensive income $ 22,330 $ 24,298 $ 40,737 $ 42,038 Income allocated to participating securities (251 ) (209 ) (459 ) (359 ) Numerator for basic and diluted income per share - net income $ 22,079 $ 24,089 $ 40,278 $ 41,679 Denominator: Denominator for basic income per share - weighted-average shares 28,268 29,169 28,421 29,288 Effect of dilutive stock options 77 74 76 71 Effect of dilutive performance shares 28 29 34 32 Denominator for diluted income per share - adjusted weighted-average shares 28,373 29,272 28,531 29,391 Basic net income per share $ 0.78 $ 0.83 $ 1.42 $ 1.42 Diluted net income per share $ 0.78 $ 0.82 $ 1.41 $ 1.42 The number of instruments that could potentially dilute net income per basic share in the future, but that were not included in the computation of net income per diluted share because to do so would have been anti-dilutive for the periods presented, are as follows: June 30, 2019 June 30, 2018 Anti-dilutive stock options 194 82 Anti-dilutive performance shares — 15 Anti-dilutive non-vested shares and deferred stock units — 5 Total anti-dilutive shares 194 102 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2019 | |
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 2011. For the three and six months ended June 30, 2019 and 2018, the effective income tax rates varied from the statutory federal income tax rate of 21.0% , primarily as a result of the effect of state income taxes, net of the federal benefit, and permanent differences between book and tax net income. The combined federal and state effective tax rate for the six months ended June 30, 2019 was 24.7% compared to a rate of 25.3% for the same period in 2018. The lower effective tax rate for the six months ended June 30, 2019 is the result of increased stock based compensation vesting and exercises when compared to the same period in 2018, which was impacted by forfeited performance shares. This was partly offset by increased executive compensation in 2019, which is not deductible for income tax purposes. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Leases | Leases As of January 1, 2019, the Company adopted ASU 2016-02, Leases, which required the Company to recognize a right-of-use asset and a corresponding lease liability on its balance sheet for most leases classified as operating leases under previous guidance. The Company adopted the standard using the modified retrospective approach as of January 1, 2019 and comparative financial statements have not been presented as allowed per the guidance. The Company elected several of the practical expedients permitted under the transition guidance within the new standard. The package of practical expedients elected allowed the Company to carryforward its conclusions over whether any existing contracts contain a lease, to carryforward historical lease classification, and to carryforward its evaluation of initial direct costs for any existing leases. In addition, the Company elected the practical expedients to combine lease and non-lease components and to keep leases with an initial term of 12 months or less, after the consideration of options, off the balance sheet. For leases with an initial term of 12 months or less, after the consideration of options, the Company recognized the corresponding lease expense on a straight-line basis over the lease term. These practical expedients have been elected for all leases and subleases and will be applied on a go-forward basis. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. An entity controls the use of the identified asset if both of the following are true: (1) the entity obtains the right to substantially all of the economic benefits from use of the identified asset and (2) the entity has the right to direct the use of the identified asset. For the three and six months ended June 30, 2019 , the Company leased facilities and equipment under operating and finance leases. The Company leases some of its facilities under noncancelable operating leases that expire in various years through 2026. Certain leases may be renewed for periods varying from 1 to 10 years. The Company has entered into or assumed through acquisition several equipment operating leases for assets including tractors, straight trucks and trailers with original lease terms between 2 and 6 years. These leases expire in various years through 2024 and certain leases may be renewed for periods varying from 1 to 3 years. Primarily through acquisitions, the Company assumed equipment leases that met the criteria for classification as a finance lease. The finance leased equipment is being amortized over the shorter of the lease term or useful life and are not considered material to the Company's financial statements for the three and six months ended June 30, 2019 . The Company also subleases certain facility leases to independent third parties; however, as the Company is not relieved of its primary obligation under these leases, these assets are included in the right-of-use lease assets and corresponding lease liabilities as of June 30, 2019 . For leases and subleases with terms greater than 12 months, the Company recorded the related right-of-use asset as the balance of the related lease liability, adjusted for any prepaid or accrued lease payments. Unamortized initial direct costs and lease incentives were not significant as of June 30, 2019 . The lease liability was recorded at the present value of the lease payments over the term. Many of the Company's leases include rental escalation clauses, renewal options and/or termination options that were contemplated in the determination of lease payments when appropriate. As of June 30, 2019 , the Company was not reasonably certain of exercising any renewal options. Further, as of June 30, 2019 , it was reasonably certain that all termination options would not be exercised. As such, there were no adjustments made to its right-of-use lease assets or corresponding liabilities as a result. In addition, the Company does not have any leases with residual value guarantees or material restrictions or covenants as of June 30, 2019 . The Company did not separate lease and nonlease components of contracts for purposes of determining the right-of use lease asset and corresponding liability. Additionally, variable lease and variable nonlease components were not contemplated in the calculation of the right-of-use asset and corresponding liability. For facility leases, variable lease costs include the costs of common area maintenance, taxes, and insurance for which the Company pays its lessors an estimate that is adjusted to actual expense on a quarterly or annual basis depending on the underlying contract terms. For equipment leases, variable lease costs may include additional fees for using equipment in excess of estimated annual mileage thresholds. In addition, the Company holds contracts with independent owner operators. These contracts explicitly identify the tractors to be operated by the independent owner operators and therefore, the Company concluded that these represent embedded leases. However, the contract compensation is variable based upon a rate per shipment and a rate per mile. As such, these amounts are excluded from the calculation of the right-of-use lease asset and corresponding liability and are instead disclosed as part of variable lease costs below. Costs incurred for independent owner operators in accordance with these embedded leases are included in purchased transportation on the Company's Statements of Comprehensive Income, totaling $86,430 and $163,873 for the three and six months ended June 30, 2019 . When available, the Company uses the rate implicit in the lease or sublease to discount lease payments to present value; however, most of our leases do not provide a readily determinable implicit rate. Therefore, the Company must estimate its incremental borrowing rate to discount the lease payments based on information available at lease commencement. The incremental borrowing rate is defined as the rate of interest that the Company would have to pay to borrow, on a collateralized basis and over a similar term, an amount equal to the lease payments in a similar economic environment. If using the Company’s incremental borrowing rate, management has elected to utilize a portfolio approach and applies the rates to a portfolio of leases with similar underlying assets and terms. Upon adoption of the new lease standard, discount rates used for existing leases were established at January 1, 2019. The following table summarizes the Company's lease costs for the three and six months ended June 30, 2019 and related information: Three months ended Six months ended June 30, 2019 June 30, 2019 Lease cost Operating lease cost $ 13,971 $ 26,788 Short-term lease cost 2,656 5,505 Variable lease cost 91,261 173,349 Sublease income (559 ) (1,094 ) Total lease cost $ 107,329 $ 204,548 Other information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 13,776 $ 26,329 Right-of-use assets obtained in exchange for new operating lease liabilities $ 26,674 $ 173,496 Weighted-average remaining lease term - operating leases (in years) 3.9 3.9 Weighted-average discount rate - operating leases 4.3 % 4.3 % The table below reconciles the undiscounted cash flows for each of the first five years and total of the remaining years to the operating lease liabilities recorded on the balance sheet as of June 30, 2019 : Payment Due Period Operating Leases 2019 $ 28,742 2020 47,828 2021 33,959 2022 22,459 2023 15,560 Thereafter 14,966 Total minimum lease payments 163,514 Less: amount of lease payments representing interest (13,392 ) Present value of future minimum lease payments 150,122 Less: current obligations under leases (49,370 ) Long-term lease obligations $ 100,752 As of June 30, 2019 , the Company has certain obligations to lease tractors, which will be delivered throughout the remainder of 2019. These leases are expected to have terms of approximately 3 to 4 years and are not expected to materially impact the Company's right-of-use lease assets or liabilities as of June 30, 2019 |
Financial Instruments
Financial Instruments | 6 Months Ended |
Jun. 30, 2019 | |
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. Revolving credit facility: The Company’s revolving credit facility bears variable interest rates plus additional basis points based upon covenants related to total indebtedness to earnings. As the revolving credit facility bears a variable interest rate, the carrying value approximates fair value. |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended |
Jun. 30, 2019 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | Shareholders' Equity During the first, second and third quarter of 2018, the Company's Board of Directors declared a cash dividend of $0.15 per share of common stock. During the fourth quarter of 2018 and the first and second quarter of 2019, the Company's Board of Directors declared a cash dividend of $0.18 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, the Company's Board of Directors approved a stock repurchase authorization for up to 3,000 shares of the Company’s common stock (the "2016 Repurchase Plan"). On February 5, 2019, our Board of Directors cancelled the Company’s 2016 Repurchase Plan and approved a new stock repurchase plan authorizing up to 5,000 shares of the Company’s common stock (the “2019 Repurchase Plan”) that shall remain in effect until such time as the shares authorized for repurchase are exhausted or the plan is cancelled. The Company is not obligated to repurchase any specific number of shares and may suspend or cancel the plan at any time. The following tables summarize our share repurchases for the three and six months ended June 30, 2019 and 2018. Three months ended June 30, 2019 June 30, 2018 Shares repurchased Cost of shares repurchased Average cost per share Shares repurchased Cost of shares repurchased Average cost per share 2016 Repurchase Plan — $ — $ — 133 $ 8,172 $ 61.50 2019 Repurchase Plan 407 24,436 60.05 — — — Total 407 $ 24,436 $ 60.05 133 $ 8,172 $ 61.50 Six months ended June 30, 2019 June 30, 2018 Shares repurchased Cost of shares repurchased Average cost per share Shares repurchased Cost of shares repurchased Average cost per share 2016 Repurchase Plan 68 $ 3,850 $ 56.97 497 $ 28,165 $ 56.65 2019 Repurchase Plan 569 34,767 61.08 — — — Total 637 $ 38,617 $ 60.65 497 $ 28,165 $ 56.65 As of June 30, 2019, 4,431 shares were available to be purchased under the 2019 Plan. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2019 | |
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. During the three months ended June 30, 2019, the Company recorded a $5,000 reserve for pending vehicular claims. The claims underlying this reserve are still developing and may further impact the Company’s results. The Company is responsible for the first $7,500 per claim until it meets the $6,000 aggregate deductible for claims between $3,000 and $5,000 and the $2,500 aggregate deductible for claims between $5,000 and $10,000 . Because of the uncertainty of the ultimate resolution of outstanding claims, as well as uncertainty regarding claims incurred but not reported, it is possible that management’s provision for these losses could change materially in the near term. However, no estimate can currently be made of the range of additional loss that is at least reasonably possible. |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 2019 | |
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 Intermodal segment primarily provides first- and last-mile high value intermodal container drayage services both to and from seaports and railheads. The TLS segment provides expedited truckload brokerage, dedicated fleet services and high security and temperature-controlled logistics services. 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, 2018 . For workers compensation and vehicle claims, each segment is charged an insurance premium and is also charged a deductible that corresponds with each segment's individual self-retention limit. However, any losses beyond our deductibles and any loss development factors applied to our outstanding claims as a result of actuarial analysis are not passed to the segments, but reported at the corporate level ("Eliminations & other"). 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 cost basis of shared assets are not allocated. The basis for the majority of shared assets, such as trailers, are included in Expedited LTL. 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 six months ended June 30, 2019 and 2018. Three months ended June 30, 2019 Expedited LTL Intermodal Truckload Premium Pool Distribution Eliminations & other Consolidated External revenues $ 203,989 $ 50,522 $ 45,543 $ 45,702 $ — $ 345,756 Intersegment revenues 1,733 17 570 103 (2,423 ) — Depreciation 4,848 463 1,478 1,224 — 8,013 Amortization 1,060 1,330 21 257 — 2,668 Share-based compensation expense 2,272 443 118 153 211 3,197 Interest expense — — 2 — 579 581 Income (loss) from operations 26,889 5,245 689 1,567 (3,840 ) 30,550 Total assets 608,716 187,815 74,822 103,720 (38,516 ) 936,557 Capital expenditures 11,589 142 172 605 — 12,508 Three months ended June 30, 2018 Expedited LTL Intermodal Truckload Premium Pool Distribution Eliminations & other Consolidated External revenues $ 191,159 $ 49,084 $ 46,903 $ 43,197 $ — $ 330,343 Intersegment revenues 1,732 78 2,044 108 (3,962 ) — Depreciation 4,732 444 1,541 1,448 1 8,166 Amortization 825 1,093 21 257 — 2,196 Share-based compensation expense 1,877 210 166 113 51 2,417 Interest expense — 24 2 — 457 483 Income (loss) from operations 26,526 5,543 1,717 1,589 (2,505 ) 32,870 Total assets 466,329 151,962 69,082 58,695 (34,776 ) 711,292 Capital expenditures 10,648 125 36 576 — 11,385 Six months ended June 30, 2019 Expedited LTL Intermodal Truckload Premium Pool Distribution Eliminations & other Consolidated External revenues $ 381,343 $ 104,619 $ 90,467 $ 90,798 $ — $ 667,227 Intersegment revenues 2,932 35 1,313 192 (4,472 ) — Depreciation 9,817 932 3,043 2,538 (1 ) 16,329 Amortization 1,884 2,737 43 515 — 5,179 Share-based compensation expense 4,294 974 266 334 376 6,244 Interest expense — 2 4 — 1,150 1,156 Income (loss) from operations 46,436 11,426 1,530 2,818 (6,926 ) 55,284 Total assets 608,716 187,815 74,822 103,720 (38,516 ) 936,557 Capital expenditures 13,670 215 328 2,385 — 16,598 Six months ended June 30, 2018 Expedited LTL Intermodal Truckload Premium Pool Distribution Eliminations & other Consolidated External revenues $ 359,521 $ 97,562 $ 90,064 $ 85,804 $ — $ 632,951 Intersegment revenues 3,314 169 4,976 172 (8,631 ) — Depreciation 9,355 953 3,244 2,994 — 16,546 Amortization 1,730 2,185 76 515 — 4,506 Share-based compensation expense 3,553 500 345 229 51 4,678 Interest expense 1 37 3 — 813 854 Income (loss) from operations 47,298 9,012 1,674 2,960 (3,839 ) 57,105 Total assets 466,329 151,962 69,082 58,695 (34,776 ) 711,292 Capital expenditures 16,705 207 40 654 — 17,606 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On July 14, 2019, the Company acquired substantially all of the assets of O.S.T. Logistics, Inc. and O.S.T. Trucking Co., Inc.(together referred to as “OST” in this note) for $12,000 . This transaction was funded using cash flows from operations. OST is a drayage company and provides the Intermodal segment with an expanded footprint on the east coast, with locations in the Pennsylvania, Maryland, Virginia, South Carolina and Georgia markets. The Company anticipates OST will contribute approximately $32,000 of revenue and $2,500 |
Acquisitions and Goodwill (Tabl
Acquisitions and Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill [Line Items] | |
Schedule of Business Acquisitions by Acquisition, Contingent Consideration [Table Text Block] | The weighted average assumptions used in the Monte Carlo simulation are summarized in the following table: FSA Earn-out Risk-free rate 2.4% Revenue discount rate 8.5% Revenue volatility 9.0% |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The following table presents the allocation of the FSA purchase price to the assets acquired and liabilities assumed based on their estimated fair values and resulting residual goodwill (in thousands): FSA April 21, 2019 Tangible assets: Cash $ 202 Other receivables 1,491 Property and equipment 40 Total tangible assets 1,733 Intangible assets: Non-compete agreements 900 Customer relationships 17,100 Goodwill 19,281 Total intangible assets 37,281 Total assets acquired 39,014 Liabilities assumed: Current liabilities 7,664 Other liabilities 4,350 Total liabilities assumed 12,014 Net assets acquired $ 27,000 |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class [Table Text Block] | The acquired definite-lived intangible assets have the following useful lives: FSA Useful Lives Non-compete agreements 5 years Customer relationships 15 years |
Schedule of Goodwill [Table Text Block] | The following is a summary of the Company's goodwill as of June 30, 2019 . Approximately $139,229 of goodwill is deductible for tax purposes. Beginning balance, December 31, 2018 FSA Acquisition Ending balance, June 30, 2019 Expedited LTL Goodwill $ 97,593 $ 19,281 $ 116,874 Accumulated Impairment — — — Intermodal Goodwill 76,615 — 76,615 Accumulated Impairment — — — TLS Goodwill 45,164 — 45,164 Accumulated Impairment (25,686 ) — (25,686 ) Pool Distribution Goodwill 12,359 — 12,359 Accumulated Impairment (6,953 ) — (6,953 ) Total $ 199,092 $ 19,281 $ 218,373 |
Share-Based Payments (Tables)
Share-Based Payments (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Employee Stock Option [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation, Activity [Table Text Block] | The following tables summarize the Company’s employee stock option activity and related information: Six months ended June 30, 2019 Weighted- Weighted- Average Average Aggregate Remaining Exercise Intrinsic Contractual Options Price Value Term Outstanding at December 31, 2018 538 $ 51 Exercised (27 ) 47 Outstanding at June 30, 2019 511 $ 52 $ 4,970 4.2 Exercisable at June 30, 2019 299 $ 46 $ 4,508 3.2 Six months ended June 30, June 30, Share-based compensation for options $ 850 $ 688 Tax benefit for option compensation $ 217 $ 172 Unrecognized compensation cost for options, net of estimated forfeitures $ 2,358 $ 2,243 Weighted average period over which unrecognized compensation will be recognized (years) 1.7 |
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: Six months ended June 30, 2019 Weighted- Average Aggregate Non-vested Grant Date Grant Date Shares Fair Value Fair Value Outstanding and non-vested at December 31, 2018 315 $ 55 Granted 111 59 Vested (116 ) 61 Forfeited (5 ) 55 Outstanding and non-vested at June 30, 2019 305 $ 58 $ 17,779 Six months ended June 30, June 30, Share-based compensation for non-vested shares $ 4,142 $ 2,965 Tax benefit for non-vested share compensation $ 1,056 $ 741 Unrecognized compensation cost for non-vested shares, net of estimated forfeitures $ 13,192 $ 13,371 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] | |
Share-based Compensation Arrangements by Share-based Payment Award, Performance-Based Units, Vested and Expected to Vest [Table Text Block] | The fair value of the performance shares granted based on the three year performance of the Company’s total shareholder return was estimated using a Monte Carlo simulation. The weighted average assumptions used in the Monte Carlo estimate were as follows: Six months ended June 30, June 30, Expected stock price volatility 23.4 % 24.3 % Weighted average risk-free interest rate 2.5 % 2.2 % The following tables summarize the Company’s employee performance share activity, assuming median share awards, and related information: Six months ended June 30, 2019 Weighted- Average Aggregate Performance Grant Date Grant Date Shares Fair Value Fair Value Outstanding and non-vested at December 31, 2018 65 $ 58 Granted 27 61 Vested (23 ) 64 Outstanding and non-vested at June 30, 2019 69 $ 62 $ 4,318 Six months ended June 30, June 30, Share-based compensation for performance shares $ 717 $ 642 Tax benefit for performance share compensation $ 183 $ 161 Unrecognized compensation cost for performance shares, net of estimated forfeitures $ 2,436 $ 2,036 Weighted average period over which unrecognized compensation will be recognized (years) 2.0 |
Employee Stock Purchase Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Share-based Compensation, Employee Stock Purchase Plan, Activity [Table Text Block] | The following table summarizes the Company’s employee stock purchase activity and related information: Six months ended June 30, June 30, Shares purchased by participants under plan 5 5 Average purchase price $ 49 $ 52 Weighted-average fair value of each purchase right under the ESPP granted ¹ $ 10 $ 7 Share-based compensation for ESPP shares $ 52 $ 32 ¹ Equal to the discount from the market value of the common stock at the end of each six month purchase period |
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: Six months ended June 30, 2019 Weighted- Average Aggregate Non-vested Grant Date Grant Date Shares Fair Value Fair Value Outstanding and non-vested at December 31, 2018 15 $ 59 Granted 15 62 Vested (15 ) 59 Outstanding and non-vested at June 30, 2019 15 $ 62 $ 920 Six months ended June 30, June 30, Share-based compensation for non-vested shares $ 483 $ 351 Tax benefit for non-vested share compensation $ 123 $ 88 Unrecognized compensation cost for non-vested shares, net of estimated forfeitures $ 784 $ 703 Weighted average period over which unrecognized compensation will be recognized (years) 0.9 |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | The following table sets forth the computation of basic and diluted net income per share: Three months ended Six months ended June 30, June 30, June 30, June 30, Numerator: Net income and comprehensive income $ 22,330 $ 24,298 $ 40,737 $ 42,038 Income allocated to participating securities (251 ) (209 ) (459 ) (359 ) Numerator for basic and diluted income per share - net income $ 22,079 $ 24,089 $ 40,278 $ 41,679 Denominator: Denominator for basic income per share - weighted-average shares 28,268 29,169 28,421 29,288 Effect of dilutive stock options 77 74 76 71 Effect of dilutive performance shares 28 29 34 32 Denominator for diluted income per share - adjusted weighted-average shares 28,373 29,272 28,531 29,391 Basic net income per share $ 0.78 $ 0.83 $ 1.42 $ 1.42 Diluted net income per share $ 0.78 $ 0.82 $ 1.41 $ 1.42 The number of instruments that could potentially dilute net income per basic share in the future, but that were not included in the computation of net income per diluted share because to do so would have been anti-dilutive for the periods presented, are as follows: June 30, 2019 June 30, 2018 Anti-dilutive stock options 194 82 Anti-dilutive performance shares — 15 Anti-dilutive non-vested shares and deferred stock units — 5 Total anti-dilutive shares 194 102 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Lease, Cost [Table Text Block] | The following table summarizes the Company's lease costs for the three and six months ended June 30, 2019 and related information: Three months ended Six months ended June 30, 2019 June 30, 2019 Lease cost Operating lease cost $ 13,971 $ 26,788 Short-term lease cost 2,656 5,505 Variable lease cost 91,261 173,349 Sublease income (559 ) (1,094 ) Total lease cost $ 107,329 $ 204,548 Other information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 13,776 $ 26,329 Right-of-use assets obtained in exchange for new operating lease liabilities $ 26,674 $ 173,496 Weighted-average remaining lease term - operating leases (in years) 3.9 3.9 Weighted-average discount rate - operating leases 4.3 % 4.3 % |
Contractual Obligation, Fiscal Year Maturity Schedule [Table Text Block] | The table below reconciles the undiscounted cash flows for each of the first five years and total of the remaining years to the operating lease liabilities recorded on the balance sheet as of June 30, 2019 : Payment Due Period Operating Leases 2019 $ 28,742 2020 47,828 2021 33,959 2022 22,459 2023 15,560 Thereafter 14,966 Total minimum lease payments 163,514 Less: amount of lease payments representing interest (13,392 ) Present value of future minimum lease payments 150,122 Less: current obligations under leases (49,370 ) Long-term lease obligations $ 100,752 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Schedule of Stockholders Equity [Table Text Block] | The following tables summarize our share repurchases for the three and six months ended June 30, 2019 and 2018. Three months ended June 30, 2019 June 30, 2018 Shares repurchased Cost of shares repurchased Average cost per share Shares repurchased Cost of shares repurchased Average cost per share 2016 Repurchase Plan — $ — $ — 133 $ 8,172 $ 61.50 2019 Repurchase Plan 407 24,436 60.05 — — — Total 407 $ 24,436 $ 60.05 133 $ 8,172 $ 61.50 Six months ended June 30, 2019 June 30, 2018 Shares repurchased Cost of shares repurchased Average cost per share Shares repurchased Cost of shares repurchased Average cost per share 2016 Repurchase Plan 68 $ 3,850 $ 56.97 497 $ 28,165 $ 56.65 2019 Repurchase Plan 569 34,767 61.08 — — — Total 637 $ 38,617 $ 60.65 497 $ 28,165 $ 56.65 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
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 six months ended June 30, 2019 and 2018. Three months ended June 30, 2019 Expedited LTL Intermodal Truckload Premium Pool Distribution Eliminations & other Consolidated External revenues $ 203,989 $ 50,522 $ 45,543 $ 45,702 $ — $ 345,756 Intersegment revenues 1,733 17 570 103 (2,423 ) — Depreciation 4,848 463 1,478 1,224 — 8,013 Amortization 1,060 1,330 21 257 — 2,668 Share-based compensation expense 2,272 443 118 153 211 3,197 Interest expense — — 2 — 579 581 Income (loss) from operations 26,889 5,245 689 1,567 (3,840 ) 30,550 Total assets 608,716 187,815 74,822 103,720 (38,516 ) 936,557 Capital expenditures 11,589 142 172 605 — 12,508 Three months ended June 30, 2018 Expedited LTL Intermodal Truckload Premium Pool Distribution Eliminations & other Consolidated External revenues $ 191,159 $ 49,084 $ 46,903 $ 43,197 $ — $ 330,343 Intersegment revenues 1,732 78 2,044 108 (3,962 ) — Depreciation 4,732 444 1,541 1,448 1 8,166 Amortization 825 1,093 21 257 — 2,196 Share-based compensation expense 1,877 210 166 113 51 2,417 Interest expense — 24 2 — 457 483 Income (loss) from operations 26,526 5,543 1,717 1,589 (2,505 ) 32,870 Total assets 466,329 151,962 69,082 58,695 (34,776 ) 711,292 Capital expenditures 10,648 125 36 576 — 11,385 Six months ended June 30, 2019 Expedited LTL Intermodal Truckload Premium Pool Distribution Eliminations & other Consolidated External revenues $ 381,343 $ 104,619 $ 90,467 $ 90,798 $ — $ 667,227 Intersegment revenues 2,932 35 1,313 192 (4,472 ) — Depreciation 9,817 932 3,043 2,538 (1 ) 16,329 Amortization 1,884 2,737 43 515 — 5,179 Share-based compensation expense 4,294 974 266 334 376 6,244 Interest expense — 2 4 — 1,150 1,156 Income (loss) from operations 46,436 11,426 1,530 2,818 (6,926 ) 55,284 Total assets 608,716 187,815 74,822 103,720 (38,516 ) 936,557 Capital expenditures 13,670 215 328 2,385 — 16,598 Six months ended June 30, 2018 Expedited LTL Intermodal Truckload Premium Pool Distribution Eliminations & other Consolidated External revenues $ 359,521 $ 97,562 $ 90,064 $ 85,804 $ — $ 632,951 Intersegment revenues 3,314 169 4,976 172 (8,631 ) — Depreciation 9,355 953 3,244 2,994 — 16,546 Amortization 1,730 2,185 76 515 — 4,506 Share-based compensation expense 3,553 500 345 229 51 4,678 Interest expense 1 37 3 — 813 854 Income (loss) from operations 47,298 9,012 1,674 2,960 (3,839 ) 57,105 Total assets 466,329 151,962 69,082 58,695 (34,776 ) 711,292 Capital expenditures 16,705 207 40 654 — 17,606 |
Description of Business and B_2
Description of Business and Basis of Presentation (Details) | 6 Months Ended |
Jun. 30, 2019 | |
Number of principal reporting segments | 4 |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating Lease, Right-of-Use Asset | $ 149,544 | $ 0 |
Operating Lease, Liability | $ 150,122 |
Revenue (Details)
Revenue (Details) | 6 Months Ended |
Jun. 30, 2019 | |
Revenue [Abstract] | |
Number of principal reporting segments | 4 |
Acquisitions and Goodwill (Deta
Acquisitions and Goodwill (Details) - USD ($) $ in Thousands | 6 Months Ended | ||||
Jun. 30, 2019 | Apr. 21, 2019 | Dec. 31, 2018 | Oct. 28, 2018 | Jul. 25, 2018 | |
Segment Reporting Information [Line Items] | |||||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | $ 139,229 | ||||
Carrying value of goodwill | 218,373 | $ 199,092 | |||
FSA [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Business Acquisition, Cash Paid | $ 27,000 | ||||
Business Combination, Contingent Consideration, Liability | 15,000 | ||||
Business Combination, Contingent Consideration, Liability, Current | 10,321 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 202 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 1,491 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 40 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Total Liabilities Assumed, Total Tangible Assets | 1,733 | ||||
Carrying value of goodwill | 19,281 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 37,281 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 39,014 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities | 7,664 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities | 4,350 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 12,014 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 27,000 | ||||
MMT [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Business Acquisition, Cash Paid | $ 3,737 | ||||
Southwest Freight Distributors [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Business Acquisition, Cash Paid | $ 16,250 | ||||
Expedited LTL [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Carrying value of goodwill | 116,874 | 97,593 | |||
Intermodal [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Carrying value of goodwill | 76,615 | 76,615 | |||
Truckload Expedited [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Carrying value of goodwill | 45,164 | 45,164 | |||
Goodwill, Impaired, Accumulated Impairment Loss | (25,686) | (25,686) | |||
Pool Distribution [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Carrying value of goodwill | 12,359 | 12,359 | |||
Goodwill, Impaired, Accumulated Impairment Loss | $ (6,953) | $ (6,953) | |||
Noncompete Agreements [Member] | FSA [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 | 900 | ||||
Customer Relationships [Member] | FSA [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 | $ 17,100 | ||||
Risk Free Interest Rate [Member] | FSA [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Business Combination, Contingent Consideration, Liability, Measurement Input Percentage | 2.40% | ||||
Revenue Discount Rate [Member] | FSA [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Business Combination, Contingent Consideration, Liability, Measurement Input Percentage | 8.50% | ||||
Revenue Volatility [Member] | FSA [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Business Combination, Contingent Consideration, Liability, Measurement Input Percentage | 9.00% |
Share-Based Payments - Stock Op
Share-Based Payments - Stock Option Activity (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended | |
Jun. 30, 2019USD ($)$ / sharesshares | Jun. 30, 2018USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 6,244 | $ 4,678 |
Employee Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock option grants expire (in years) | 7 years | |
Grants, vesting period (in years) | 3 years | |
Outstanding, beginning of period (in shares) | shares | 538 | |
Exercised (in shares) | shares | (27) | |
Outstanding, end of period (in shares) | shares | 511 | |
Exercisable, end of period (in shares) | shares | 299 | |
Outstanding, beginning of period (in dollars per share) | $ / shares | $ 51 | |
Exercises in Period (in dollars per share) | $ / shares | 47 | |
Outstanding, end of period (in dollars per share) | $ / shares | 52 | |
Exercisable, end of period (in dollars per share) | $ / shares | $ 46 | |
Aggregate Intrinsic Value Outstanding, end of period | $ 4,970 | |
Aggregate Intrinsic Value Exercisable, end of period | $ 4,508 | |
Weighted-average remaining contractual term Outstanding, end of period (in years) | 4 years 2 months 12 days | |
Weighted-average remaining contractual term Exercisable, end of period (in years) | 3 years 2 months 12 days | |
Share-based compensation expense | $ 850 | 688 |
Tax benefit related to share-based expense | 217 | 172 |
Unrecognized share-based compensation, net of estimated forfeitures | $ 2,358 | $ 2,243 |
Weighted average period over which unrecognized compensation will be recognized (years) | 1 year 8 months 12 days |
Share-Based Payments - Employee
Share-Based Payments - Employee Activity Non-vested Shares (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended | |
Jun. 30, 2019USD ($)$ / sharesshares | Jun. 30, 2018USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ | $ 6,244 | $ 4,678 |
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) | shares | 315 | |
Stock Issued During Period, Shares, Restricted Stock Award, Gross | shares | 111 | |
Shares Vested in Period | shares | (116) | |
Shares Forfeited in Period | shares | (5) | |
Outstanding and non-vested, end of period (in shares) | shares | 305 | |
Outstanding and non-vested, weighted-average grant date fair value, beginning of period | $ / shares | $ 55 | |
Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | 59 | |
Vested in Period, Weighed-average grant date fair value | $ / shares | 61 | |
Forfeited in period (in dollars per share) | $ / shares | 55 | |
Outstanding and non-vested, weighted-average grant date fair value, end of period | $ / shares | $ 58 | |
Outstanding and non-vested, aggregate grant date fair value | $ | $ 17,779 | |
Share-based compensation expense | $ | 4,142 | 2,965 |
Tax benefit related to share-based expense | $ | 1,056 | 741 |
Unrecognized share-based compensation, net of estimated forfeitures | $ | $ 13,192 | $ 13,371 |
Weighted average period over which unrecognized compensation will be recognized (years) | 2 years |
Share-Based Payments - Employ_2
Share-Based Payments - Employee Activity Performance Shares (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 6,244 | $ 4,678 |
Key Employee Performance Share Based Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Period of years over which performance is calculated | 3 years | |
Percentage of grant based on meeting EBITDA per share targets | 50.00% | |
Percentage of grant based on three year performance of Company's TSR as compared to TSR of peer group | 50.00% | |
Minimum percentage of shares attainable based on EBITDA per share targets | 0.00% | |
Maximum percentage of shares attainable based on EBITDA per share targets | 200.00% | |
Minimum percentage of peer group by which Company share price must outperform before incremental performance shares are issued | 25.00% | |
Percentage of Peer Group By Which Company Share Price Must Outperform Before Maximum Incremental Shares Are Issued | 90.00% | |
Expected Stock Price Volatility Rate | 23.40% | 24.30% |
Weighted Average Risk Free Interest Rate | 2.50% | 2.20% |
Outstanding and non-vested, beginning of period (in shares) | 65 | |
Grants in Period | 27 | |
Shares Vested in Period | (23) | |
Outstanding and non-vested, end of period (in shares) | 69 | |
Outstanding and non-vested, weighted-average grant date fair value, beginning of period | $ 58 | |
Grants in Period, Weighted Average Grant Date Fair Value | 61 | |
Vested in Period, Weighed-average grant date fair value | 64 | |
Outstanding and non-vested, weighted-average grant date fair value, end of period | $ 62 | |
Outstanding and non-vested, aggregate grant date fair value | $ 4,318 | |
Share-based compensation expense | 717 | $ 642 |
Tax benefit related to share-based expense | 183 | 161 |
Unrecognized share-based compensation, net of estimated forfeitures | $ 2,436 | $ 2,036 |
Weighted average period over which unrecognized compensation will be recognized (years) | 2 years |
Share-Based Payments - Employ_3
Share-Based Payments - Employee Stock Purchase Plan (Details) shares in Thousands, $ / shares in Thousands, $ in Thousands | 6 Months Ended | |
Jun. 30, 2019USD ($)$ / sharesshares | Jun. 30, 2018USD ($)$ / sharesshares | |
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in shares) | shares | 357 | |
Share-based Compensation Arrangement by Share-based Payment Award, Discount from Market Price, Purchase Date | 90.00% | |
Number of Large Lump Sum Contributions Related to ESPP Stock Purchases | 2 | |
Share-based compensation expense | $ | $ 6,244 | $ 4,678 |
Employee Stock Purchase Plan [Member] | ||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | ||
Stock Issued During Period, Shares, Employee Stock Purchase Plans (in shares) | shares | 5 | 5 |
Share-based Compensation Arrangement by Share-based Payment Award, Per Share Weighted Average Price of Shares Purchased (in dollars per share) | $ / shares | $ 49 | $ 52 |
Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares | $ 10 | $ 7 |
Share-based compensation expense | $ | $ 52 | $ 32 |
Share-Based Payments - Non-empl
Share-Based Payments - Non-employee Director Non-vested Shares (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 6,244 | $ 4,678 |
Nonemployee Director Nonvested Shares Granted Member | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Non-Employee Director Shares, Vesting Period (in years) | 1 year | |
Outstanding and non-vested, beginning of period (in shares) | 15 | |
Grants in Period | 15 | |
Shares Vested in Period | (15) | |
Outstanding and non-vested, end of period (in shares) | 15 | |
Outstanding and non-vested, weighted-average grant date fair value, beginning of period | $ 59 | |
Grants in Period, Weighted Average Grant Date Fair Value | 62 | |
Vested in Period, Weighed-average grant date fair value | 59 | |
Outstanding and non-vested, weighted-average grant date fair value, end of period | $ 62 | |
Outstanding and non-vested, aggregate grant date fair value | $ 920 | |
Share-based compensation expense | 483 | 351 |
Tax benefit related to share-based expense | 123 | 88 |
Unrecognized share-based compensation, net of estimated forfeitures | $ 784 | $ 703 |
Weighted average period over which unrecognized compensation will be recognized (years) | 10 months 24 days |
Senior Credit Facility (Details
Senior Credit Facility (Details) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Sep. 29, 2017USD ($) | |
Debt Instrument [Line Items] | |||
Document Period End Date | Jun. 30, 2019 | ||
Proceeds from senior credit facility | $ 10,000 | $ 0 | |
Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility Term, In Years | 5 | ||
Line of Credit Facility, Current Borrowing Capacity | $ 150,000 | ||
Additional borrowing capacity of credit facility | 100,000 | ||
Credit facility amount | $ 250,000 | ||
Base reference rate of credit facilities | LIBOR | ||
Interest rate spread above LIBOR as of reporting period (in hundredths) | 1.00% | ||
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 | $ 57,500 | ||
Available borrowing capacity | $ 79,796 | ||
Line of Credit Facility, Interest Rate at Period End | 3.60% | ||
Letter of Credit [Member] | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Capacity Available for Specific Purpose Other than for Trade Purchases | $ 30,000 | ||
Letters of Credit Outstanding, Amount | $ 12,704 | ||
Swing line loan [Member] | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Capacity Available for Specific Purpose Other than for Trade Purchases | $ 30,000 | ||
Federal funds [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate spread above LIBOR as of reporting period (in hundredths) | 0.50% |
Net Income Per Share (Details)
Net Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Earnings Per Share, Basic, Two Class Method [Abstract] | ||||
Net income and comprehensive income | $ 22,330 | $ 24,298 | $ 40,737 | $ 42,038 |
Income allocated to participating securities | (251) | (209) | (459) | (359) |
Numerator for basic and diluted income per share - net income | $ 22,079 | $ 24,089 | $ 40,278 | $ 41,679 |
Denominator for basic income per share - weighted-average shares | 28,268 | 29,169 | 28,421 | 29,288 |
Denominator for diluted income per share - adjusted weighted-average shares | 28,373 | 29,272 | 28,531 | 29,391 |
Basic income per share (dollars per share) | $ 0.78 | $ 0.83 | $ 1.42 | $ 1.42 |
Diluted income per share (dollars per share) | $ 0.78 | $ 0.82 | $ 1.41 | $ 1.42 |
Total number anti-dilutive options, non-vested shares, and performance shares excluded from income per diluted share computation | 194 | 102 | ||
Equity Option [Member] | ||||
Earnings Per Share, Basic, Two Class Method [Abstract] | ||||
Effect of dilutive stock options and non-vested shares | 77 | 74 | 76 | 71 |
Total number anti-dilutive options, non-vested shares, and performance shares excluded from income per diluted share computation | 194 | 82 | ||
Key Employee Performance Share Based Plan [Member] | ||||
Earnings Per Share, Basic, Two Class Method [Abstract] | ||||
Effect of dilutive stock options and non-vested shares | 28 | 29 | 34 | 32 |
Total number anti-dilutive options, non-vested shares, and performance shares excluded from income per diluted share computation | 15 | |||
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 | 5 |
Income Taxes (Details)
Income Taxes (Details) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Effective statutory federal income tax rate | 21.00% | 21.00% |
Effective Income Tax Rate, Continuing Operations | 24.70% | 25.30% |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | |
Leases [Abstract] | |||
Operating lease, minimum years in renewal option | 1 year | ||
Operating lease, maximum years in renewal option | 10 years | ||
Operating leases, minimum term of equipment leases | 2 years | ||
Operating leases, maximum term of equipment leases | 6 years | ||
Costs incurred for independent owner operators | $ 86,430 | $ 163,873 | |
Operating leases, minimum term of future equiment leases | 3 years | ||
Operating leases, maximum term of future equiment leases | 4 years | ||
Lease, Cost | |||
Operating Lease, Cost | $ 13,971 | 26,788 | |
Short-term Lease, Cost | 2,656 | 5,505 | |
Variable Lease, Cost | 91,261 | 173,349 | |
Sublease Income | (559) | (1,094) | |
Lease, Cost | 107,329 | 204,548 | |
Operating Lease, Payments | 13,776 | 26,329 | |
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | $ 26,674 | $ 173,496 | |
Operating Lease, Weighted Average Remaining Lease Term | 3 years 10 months 24 days | 3 years 10 months 24 days | |
Operating Lease, Weighted Average Discount Rate, Percent | 4.30% | 4.30% | |
Operating Lease Liabilities, Payments Due | |||
2019 | $ 28,742 | $ 28,742 | |
2020 | 47,828 | 47,828 | |
2021 | 33,959 | 33,959 | |
2022 | 22,459 | 22,459 | |
2023 | 15,560 | 15,560 | |
Thereafter | 14,966 | 14,966 | |
Total minimum lease payments | 163,514 | 163,514 | |
Less: amount of lease payments representing interest | (13,392) | ||
Present value of future minimum lease payments | 150,122 | 150,122 | |
Less: current obligations under leases | (49,370) | (49,370) | $ 0 |
Long-term lease obligations | $ 100,752 | $ 100,752 | $ 0 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||||
Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Feb. 05, 2019 | Jul. 21, 2016 | |
Shareholders' Equity [Line Items] | ||||||||||
Dividends per share (in dollars per share) | $ 0.18 | $ 0.18 | $ 0.15 | $ 0.15 | $ 0.36 | $ 0.30 | ||||
Stock Repurchased and Retired During Period, Shares | 407 | 133 | 637 | 497 | ||||||
Stock Repurchased and Retired During Period, In Total Dollars | $ 24,436 | $ 8,172 | $ 38,617 | $ 28,165 | ||||||
Repurchase of Common Stock, Average Cost Per Share | $ 60.05 | $ 61.50 | $ 60.65 | $ 56.65 | ||||||
Stock Repurchase Program, Remaining Number of Shares Authorized to be Repurchased | 4,431 | 4,431 | ||||||||
Common Stock [Member] | ||||||||||
Shareholders' Equity [Line Items] | ||||||||||
Dividends per share (in dollars per share) | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.15 | $ 0.15 | $ 0.15 | ||||
2016 Stock Repurchase Plan [Member] | ||||||||||
Shareholders' Equity [Line Items] | ||||||||||
Stock Repurchase Program, Number of Shares Authorized to be Repurchased | 3,000 | |||||||||
Stock Repurchased and Retired During Period, Shares | 133 | 68 | 497 | |||||||
Stock Repurchased and Retired During Period, In Total Dollars | $ 8,172 | $ 3,850 | $ 28,165 | |||||||
Repurchase of Common Stock, Average Cost Per Share | $ 61.50 | $ 56.97 | $ 56.65 | |||||||
2019 Stock Repurchase Plan [Member] | ||||||||||
Shareholders' Equity [Line Items] | ||||||||||
Stock Repurchase Program, Number of Shares Authorized to be Repurchased | 5,000 | |||||||||
Stock Repurchased and Retired During Period, Shares | 407 | 569 | ||||||||
Stock Repurchased and Retired During Period, In Total Dollars | $ 24,436 | $ 34,767 | ||||||||
Repurchase of Common Stock, Average Cost Per Share | $ 60.05 | $ 61.08 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | 3 Months Ended |
Jun. 30, 2019USD ($) | |
Loss Contingencies [Line Items] | |
Self Insurance Reserve | $ 5,000 |
Self-insurance retention liability | 7,500 |
Aggregate deductible for claims between $3,000 and $5,000 [Member] | |
Loss Contingencies [Line Items] | |
Self-insurance retention liability additional deductible | 6,000 |
Aggregate deductible for claims between $3,000 and $5,000 [Member] | Minimum [Member] | |
Loss Contingencies [Line Items] | |
Self-insurance retention liability additonal deductible applicable range | 3,000 |
Aggregate deductible for claims between $3,000 and $5,000 [Member] | Maximum [Member] | |
Loss Contingencies [Line Items] | |
Self-insurance retention liability additonal deductible applicable range | 5,000 |
Aggregate deductible for claims between $5,000 and $10,000 [Member] | |
Loss Contingencies [Line Items] | |
Self-insurance retention liability additional deductible | 2,500 |
Aggregate deductible for claims between $5,000 and $10,000 [Member] | Minimum [Member] | |
Loss Contingencies [Line Items] | |
Self-insurance retention liability additonal deductible applicable range | 5,000 |
Aggregate deductible for claims between $5,000 and $10,000 [Member] | Maximum [Member] | |
Loss Contingencies [Line Items] | |
Self-insurance retention liability additonal deductible applicable range | $ 10,000 |
Segment Reporting (Details)
Segment Reporting (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($) | |
Segment Reporting Information [Line Items] | |||||
External revenues | $ 345,756 | $ 330,343 | $ 667,227 | $ 632,951 | |
Depreciation | 8,013 | 8,166 | 16,329 | 16,546 | |
Amortization | 2,668 | 2,196 | 5,179 | 4,506 | |
Share-based compensation expense | 3,197 | 2,417 | 6,244 | 4,678 | |
Interest expense | 581 | 483 | 1,156 | 854 | |
Operating Income (Loss) | 30,550 | 32,870 | 55,284 | 57,105 | |
Total assets | 936,557 | 711,292 | 936,557 | 711,292 | $ 760,215 |
Capital expenditures | 12,508 | 11,385 | $ 16,598 | 17,606 | |
Number of reportable segments | 4 | ||||
Expedited LTL [Member] | |||||
Segment Reporting Information [Line Items] | |||||
External revenues | 203,989 | 191,159 | $ 381,343 | 359,521 | |
Intersegment revenues | 1,733 | 1,732 | 2,932 | 3,314 | |
Depreciation | 4,848 | 4,732 | 9,817 | 9,355 | |
Amortization | 1,060 | 825 | 1,884 | 1,730 | |
Share-based compensation expense | 2,272 | 1,877 | 4,294 | 3,553 | |
Interest expense | 1 | ||||
Operating Income (Loss) | 26,889 | 26,526 | 46,436 | 47,298 | |
Total assets | 608,716 | 466,329 | 608,716 | 466,329 | |
Capital expenditures | 11,589 | 10,648 | 13,670 | 16,705 | |
Intermodal [Member] | |||||
Segment Reporting Information [Line Items] | |||||
External revenues | 50,522 | 49,084 | 104,619 | 97,562 | |
Intersegment revenues | 17 | 78 | 35 | 169 | |
Depreciation | 463 | 444 | 932 | 953 | |
Amortization | 1,330 | 1,093 | 2,737 | 2,185 | |
Share-based compensation expense | 443 | 210 | 974 | 500 | |
Interest expense | 24 | 2 | 37 | ||
Operating Income (Loss) | 5,245 | 5,543 | 11,426 | 9,012 | |
Total assets | 187,815 | 151,962 | 187,815 | 151,962 | |
Capital expenditures | 142 | 125 | 215 | 207 | |
Truckload Expedited [Member] | |||||
Segment Reporting Information [Line Items] | |||||
External revenues | 45,543 | 46,903 | 90,467 | 90,064 | |
Intersegment revenues | 570 | 2,044 | 1,313 | 4,976 | |
Depreciation | 1,478 | 1,541 | 3,043 | 3,244 | |
Amortization | 21 | 21 | 43 | 76 | |
Share-based compensation expense | 118 | 166 | 266 | 345 | |
Interest expense | 2 | 2 | 4 | 3 | |
Operating Income (Loss) | 689 | 1,717 | 1,530 | 1,674 | |
Total assets | 74,822 | 69,082 | 74,822 | 69,082 | |
Capital expenditures | 172 | 36 | 328 | 40 | |
Pool Distribution [Member] | |||||
Segment Reporting Information [Line Items] | |||||
External revenues | 45,702 | 43,197 | 90,798 | 85,804 | |
Intersegment revenues | 103 | 108 | 192 | 172 | |
Depreciation | 1,224 | 1,448 | 2,538 | 2,994 | |
Amortization | 257 | 257 | 515 | 515 | |
Share-based compensation expense | 153 | 113 | 334 | 229 | |
Operating Income (Loss) | 1,567 | 1,589 | 2,818 | 2,960 | |
Total assets | 103,720 | 58,695 | 103,720 | 58,695 | |
Capital expenditures | 605 | 576 | 2,385 | 654 | |
Elimination [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Intersegment revenues | (2,423) | (3,962) | (4,472) | (8,631) | |
Depreciation | 1 | (1) | |||
Share-based compensation expense | 211 | 51 | 376 | 51 | |
Interest expense | 579 | 457 | 1,150 | 813 | |
Operating Income (Loss) | (3,840) | (2,505) | (6,926) | (3,839) | |
Total assets | $ (38,516) | $ (34,776) | $ (38,516) | $ (34,776) |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event $ in Thousands | Jul. 14, 2019USD ($) |
Subsequent Event [Line Items] | |
Business Combination, Consideration Transferred | $ 12,000 |
Subsequent events, acquisition expected annualized revenue | 32,000 |
Subsequent events, acquisition expected annualized operating income | $ 2,500 |