Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Jul. 27, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2020 | |
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, $0.01 par value | |
Trading Symbol | FWRD | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 27,980,727 | |
Entity Central Index Key | 0000912728 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 80,916 | $ 64,749 |
Accounts receivable, less allowance of $2,637 in 2020 and $2,053 in 2019 | 130,759 | 136,214 |
Other current assets | 23,745 | 20,403 |
Current assets held for sale | 11,871 | 14,952 |
Total current assets | 247,291 | 236,318 |
Property and equipment | 381,834 | 373,571 |
Less accumulated depreciation and amortization | 187,239 | 180,815 |
Total property and equipment, net | 194,595 | 192,756 |
Operating lease, right-of-use asset | 123,925 | 105,170 |
Goodwill and other acquired intangibles: | ||
Goodwill | 240,933 | 215,699 |
Other acquired intangibles, net of accumulated amortization of $86,174 in 2020 and $79,250 in 2019 | 148,452 | 124,857 |
Total goodwill and other acquired intangibles, net | 389,385 | 340,556 |
Other assets | 42,710 | 39,374 |
Noncurrent assets held for sale | 74,593 | 76,704 |
Total assets | 1,072,499 | 990,878 |
Current liabilities: | ||
Accounts payable | 27,682 | 25,411 |
Accrued expenses | 48,041 | 44,154 |
Other current liabilities | 3,784 | 5,318 |
Current portion of debt and finance lease obligations | 1,445 | 1,421 |
Current portion of operating lease obligations | 42,108 | 35,886 |
Current liabilities held for sale | 23,792 | 24,974 |
Total current liabilities | 146,852 | 137,164 |
Debt and finance lease obligations, less current portion | 136,549 | 72,249 |
Operating lease obligations, less current portion | 82,404 | 69,678 |
Other long-term liabilities | 58,194 | 56,448 |
Deferred income taxes | 45,883 | 41,214 |
Noncurrent liabilities held for sale | 36,943 | |
Shareholders' equity: | ||
Preferred stock | 0 | 0 |
Common stock, $0.01 par value: Authorized shares - 50,000,000, Issued and outstanding shares - 27,729,013 in 2020 and 27,850,233 in 2019 | 277 | 279 |
Additional paid-in capital | 233,086 | 226,869 |
Retained earnings | 332,929 | 350,034 |
Total shareholders' equity | 566,292 | 577,182 |
Total liabilities and shareholders' equity | $ 1,072,499 | $ 990,878 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) Parenthetical - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Accounts receivable, allowance | $ 2,637 | $ 2,053 |
Other acquired intangibles, accumulated amortization | $ 86,174 | $ 79,250 |
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) | 27,729,013 | 27,850,233 |
Common stock, outstanding shares (in shares) | 27,729,013 | 27,850,233 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Operating revenue | $ 281,678 | $ 302,887 | $ 587,235 | $ 581,848 |
Operating expenses: | ||||
Purchased transportation | 142,069 | 143,436 | 292,667 | 275,987 |
Salaries, wages and employee benefits | 63,772 | 63,841 | 133,331 | 123,798 |
Operating leases | 17,387 | 16,124 | 35,271 | 31,001 |
Depreciation and amortization | 9,413 | 9,227 | 18,747 | 18,515 |
Insurance and claims | 7,722 | 11,757 | 17,766 | 19,745 |
Fuel expense | 2,519 | 4,467 | 6,532 | 8,582 |
Other operating expenses | 24,882 | 24,965 | 53,234 | 51,448 |
Total operating expenses | 267,764 | 273,817 | 557,548 | 529,076 |
Income from continuing operations | 13,914 | 29,070 | 29,687 | 52,772 |
Other expense: | ||||
Interest expense | (1,198) | (581) | (2,051) | (1,156) |
Other, net | 0 | (1) | 0 | (2) |
Total other expense | (1,198) | (582) | (2,051) | (1,158) |
Income before income taxes | 12,716 | 28,488 | 27,636 | 51,614 |
Income tax expense | 3,491 | 7,244 | 6,995 | 12,683 |
Net income from continuing operations | 9,225 | 21,244 | 20,641 | 38,931 |
(Loss) income from discontinued operations, net of tax | (6,071) | 1,086 | (9,112) | 1,806 |
Net income and comprehensive income | $ 3,154 | $ 22,330 | $ 11,529 | $ 40,737 |
Basic net income (loss) per share: | ||||
Continuing operations (in dollars per share) | $ 0.33 | $ 0.74 | $ 0.72 | $ 1.35 |
Discontinued operations (in dollars per share) | (0.22) | 0.04 | (0.31) | 0.07 |
Net income per share (in dollars per share) | 0.11 | 0.78 | 0.41 | 1.42 |
Diluted net income (loss) per share: | ||||
Continuing operations (in dollars per share) | 0.33 | 0.74 | 0.72 | 1.35 |
Discontinued operations (in dollars per share) | (0.22) | 0.04 | (0.32) | 0.06 |
Net income per share (in dollars per share) | 0.11 | 0.78 | 0.40 | 1.41 |
Dividends per share: | ||||
Dividends per share (in dollars per share) | $ 0.18 | $ 0.18 | $ 0.36 | $ 0.36 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Operating activities: | ||
Net income from continuing operations | $ 20,641 | $ 38,931 |
Adjustments to reconcile net income of continuing operations to net cash provided by operating activities of continuing operations | ||
Depreciation and amortization | 18,747 | 18,515 |
Change in fair value of earn-out liability | (2,702) | 0 |
Share-based compensation | 5,507 | 5,910 |
Loss (gain) on disposal of property and equipment, net | 9 | (218) |
Provision for loss on receivables | 688 | 635 |
Provision for revenue adjustments | 1,787 | 1,277 |
Deferred income tax expense | 4,668 | 3,290 |
Changes in operating assets and liabilities | ||
Accounts receivable | 2,979 | (3,922) |
Prepaid expenses and other current assets | 312 | (4,842) |
Income taxes | (341) | (2,182) |
Accounts payable and accrued expenses | 7,634 | 6,876 |
Net cash provided by operating activities of continuing operations | 59,929 | 64,270 |
Investing activities: | ||
Proceeds from disposal of property and equipment | 988 | 1,008 |
Purchases of property and equipment | (14,214) | (14,214) |
Acquisition of business, net of cash acquired | (55,931) | (27,000) |
Net cash used in investing activities of continuing operations | (69,157) | (40,206) |
Financing activities: | ||
Payments of finance lease obligations | (676) | (137) |
Proceeds from senior credit facility | 65,000 | 10,000 |
Payments on earn-out liability | (5,284) | 0 |
Proceeds from exercise of stock options | 0 | 1,278 |
Payments of cash dividends | (10,087) | (10,333) |
Repurchase of common stock (repurchase program) | (15,259) | (38,617) |
Proceeds from common stock issued under employee stock purchase plan | 294 | 261 |
Cash settlement of share-based awards for tax withholdings | (3,286) | (2,770) |
(Distributions to) contributions from subsidiary | 5,307 | 5,374 |
Net cash provided by (used in) financing activities from continuing operations | 25,395 | (34,944) |
Net increase (decrease) in cash of continuing operations | 16,167 | (10,880) |
Cash from discontinued operations: | ||
Cash (used in) provided by operating activities of discontinued operations, net | (4,672) | 7,494 |
Cash used in investing activities of discontinued operations, net | (635) | (2,120) |
Cash provided by (used in) financing activities of discontinued operations, net | 5,307 | (5,374) |
Net increase (decrease) in cash | 16,167 | (10,880) |
Cash at beginning of period of continuing operations | 64,749 | 25,657 |
Cash at beginning of period of discontinued operations/held for sale | 0 | 0 |
Cash at end of period of continuing operations | $ 80,916 | $ 14,777 |
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, 2018 | $ 553,244 | $ 285 | $ 210,296 | $ 342,663 |
Balance, shares (in shares) at Dec. 31, 2018 | 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 | 28,535,000 | |||
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 | 28,040,000 | |||
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 | 28,040,000 | |||
Balance at Dec. 31, 2019 | $ 577,182 | $ 279 | 226,869 | 350,034 |
Balance, shares (in shares) at Dec. 31, 2019 | 27,850,233 | 27,850,000 | ||
Net income and comprehensive income | $ 8,375 | 8,375 | ||
Share-based compensation | 3,266 | 3,266 | ||
Dividends | (5,050) | 2 | (5,052) | |
Cash settlement of share-based awards for tax withholdings | (2,672) | (2,672) | ||
Cash settlement of share-based awards for tax withholdings (in shares) | (42,000) | |||
Share repurchases | (15,259) | $ (3) | (15,256) | |
Share repurchases, shares | (268,000) | |||
Vesting of previously non-vested shares | (1) | $ 1 | (2) | |
Vesting of previously non-vested shares (in shares) | 139,000 | |||
Balance at Mar. 31, 2020 | 565,841 | $ 277 | 230,135 | 335,429 |
Balance, shares (in shares) at Mar. 31, 2020 | 27,679,000 | |||
Balance at Dec. 31, 2019 | $ 577,182 | $ 279 | 226,869 | 350,034 |
Balance, shares (in shares) at Dec. 31, 2019 | 27,850,233 | 27,850,000 | ||
Share repurchases, shares | (268,000) | |||
Balance at Jun. 30, 2020 | $ 566,292 | $ 277 | 233,086 | 332,929 |
Balance, shares (in shares) at Jun. 30, 2020 | 27,729,013 | 27,729,000 | ||
Balance at Mar. 31, 2020 | $ 565,841 | $ 277 | 230,135 | 335,429 |
Balance, shares (in shares) at Mar. 31, 2020 | 27,679,000 | |||
Net income and comprehensive income | 3,155 | 3,155 | ||
Common stock issued under employee stock purchase plan | 295 | 295 | ||
Common stock issued under employee stock purchase plan (in shares) | 7,000 | |||
Share-based compensation | 2,654 | 2,654 | ||
Dividends | (5,039) | 3 | (5,042) | |
Cash settlement of share-based awards for tax withholdings | (613) | (613) | ||
Cash settlement of share-based awards for tax withholdings (in shares) | (13,000) | |||
Vesting of previously non-vested shares | (1) | (1) | ||
Vesting of previously non-vested shares (in shares) | 56,000 | |||
Balance at Jun. 30, 2020 | $ 566,292 | $ 277 | $ 233,086 | $ 332,929 |
Balance, shares (in shares) at Jun. 30, 2020 | 27,729,013 | 27,729,000 |
Consolidated Statements of Sh_2
Consolidated Statements of Shareholders' Equity (Unaudited) Parenthetical - $ / shares | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Dividends per share (in dollars per share) | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.36 | $ 0.36 |
Description of Business and Bas
Description of Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | Description of Business and Basis of Presentation Basis of Presentation and Principles of Consolidation Forward Air Corporation ("the Company", "We", "Our") is a leading asset-light freight and logistics company. Prior to the Company’s Board of Directors’ (the "Board") approval of a strategy to divest the Company's Pool Distribution business (“Pool”), its services were classified into three principal reportable segments: Expedited Freight, Intermodal and Pool Distribution. As a result of the decision to divest of Pool, which has been classified as a discontinued operation, the Company now has two principal reportable segments: Expedited Freight and Intermodal (see Note 14, Segment Reporting ). See Note 4, Discontinued Operations and Held for Sale , for additional information regarding the decision to divest of Pool. Through the Expedited Freight segment, the Company operates a comprehensive national network to provide expedited regional, inter-regional and national less-than-truckload ("LTL") services. Expedited Freight offers customers local pick-up and delivery and other services including final mile, truckload, shipment consolidation and deconsolidation, warehousing, customs brokerage and other handling. The Company's 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. Pool, which has been classified as discontinued operations, provides high-frequency handling and distribution of time sensitive product to numerous destinations within a specific geographic region. Pool offers this service throughout the Mid-Atlantic, Southeast, Midwest and Southwest United States. The accompanying unaudited 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 the Company's 2019 Form 10-K) when measured on a quarterly basis; therefore operating results for the six months ended June 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020 . 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, 2019 . The accompanying unaudited 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. Discontinued Operations On April 23, 2020, the Board approved a strategy to divest Pool within the next year. Accordingly, Pool met the criteria for assets held for sale as of June 30, 2020. Pool assets and liabilities are reflected as “Assets and liabilities held for sale” on the Consolidated Balance Sheets in this report. In addition, the results of operations for Pool have been presented in this report as discontinued operations. Amounts for all periods discussed below reflect the results of operations, financial condition and cash flows from Forward Air’s continuing operations, unless otherwise noted. See Note 4, Discontinued Operations and Held for Sale . Use of Estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. In particular, management has made estimates and assumptions related to the impact of the novel coronavirus ("COVID-19") on its business. COVID-19 was characterized as a pandemic by the World Health Organization on March 11, 2020. To help lessen its spread, many countries have implemented travel restrictions and/or required companies to limit or suspend business operations. These actions have disrupted supply chains and company operations around the world. The current environment resulting from COVID-19 is unprecedented and comes with a great deal of uncertainty as discussed further throughout this document. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2020 | |
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 is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted. The Company adopted this standard as of January 1, 2020, which resulted in the Company revising its allowance for doubtful accounts policy on a prospective basis. The adoption of this standard did not have a material impact on the Company's financial statements. The Company has a broad range of customers, including freight forwarders, third-party logistics (“3PL”) companies, passenger and cargo airlines, steamship lines, and retailers, located across a diverse geography. In addition, the Company does not have a significant concentration of credit risk; no single customer accounts for more than 10% |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2020 | |
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. Excluding Pool, the Company's revenue from contracts with customers is disclosed within two reportable segments: Expedited Freight and Intermodal. This is consistent with 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 14, Segment Reporting . |
Discontinued Operations and Hel
Discontinued Operations and Held for Sale (Notes) | 6 Months Ended |
Jun. 30, 2020 | |
Discontinued Operations and Held for Sale [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | Discontinued Operations and Held for Sale On April 23, 2020, the Board approved a strategy to divest Pool within the next year. Accordingly, Pool met the criteria for assets held for sale as of June 30, 2020. Pool assets and liabilities are reflected as “Assets and liabilities held for sale” on the Consolidated Balance Sheets in this report. In addition, the results of operations for Pool have been presented in this report as discontinued operations. Upon meeting the assets held for sale criteria and during its annual impairment analysis, the Company evaluated whether Pool's estimated fair value, less costs to sell, exceeded the carrying value of its assets and liabilities. As a result of that assessment, we determined that the fair value of Pool exceeded its carrying value by approximately 5% . The results of Pool were previously included in its own segment. The Company will continue to have two reporting segments: Expedited Freight and Intermodal, which is consistent with the way the Chief Operating Decision Maker reviews operating results and makes resource decisions (See Note 14, Segment Reporting ). Certain corporate overhead and other costs previously allocated to Pool for segment reporting purposes did not qualify for classification within discontinued operations and have been reallocated to continuing operations. These costs have been reclassified to the eliminations and other column in the segment reconciliation that appears in Note 14, Segment Reporting . Summarized Held for Sale and Discontinued Operations Financial Information The following table provides a reconciliation of the carrying amounts of major classes of assets and liabilities which are included in assets and liabilities held for sale in the accompanying Consolidated Balance Sheets as of each of the periods presented below: June 30, December 31, Assets Current assets: Cash and cash equivalents $ — $ — Accounts receivable, less allowance of $124 in 2020 and $49 in 2019 11,224 13,983 Other current assets 647 969 Total current assets held for sale $ 11,871 $ 14,952 Property and equipment $ 52,046 $ 53,166 Less accumulated depreciation and amortization 32,443 32,891 Total property and equipment, net 19,603 20,275 Operating lease right-of-use assets 44,110 46,487 Goodwill and other acquired intangibles: Goodwill 5,406 5,406 Other acquired intangibles, net of accumulated amortization of $12,679 in 2020 and $12,359 in 2019 2,621 2,941 Total goodwill and other acquired intangibles, net 8,027 8,347 Other assets 2,853 1,595 Total noncurrent assets held for sale $ 74,593 $ 76,704 Liabilities Current liabilities: Accounts payable $ 2,732 $ 4,575 Accrued expenses 5,163 5,668 Other current liabilities — 2 Current portion of operating lease obligations 15,897 14,729 Total current liabilities held for sale $ 23,792 $ 24,974 Operating lease obligations, less current portion $ 28,385 $ 31,847 Other long-term liabilities 3,989 2,368 Deferred income taxes 3,951 2,728 Total noncurrent liabilities held for sale $ 36,325 $ 36,943 The following table summarizes the results of operations classified as discontinued operations, net of tax, in the Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2020 and 2019: Three months ended Six months ended June 30, June 30, June 30, June 30, Operating revenue $ 13,974 $ 42,869 $ 50,926 $ 85,379 Operating expenses: Purchased transportation 3,147 11,688 12,683 23,151 Salaries, wages and employee benefits 8,394 16,437 25,507 32,842 Operating leases 4,966 4,202 10,646 8,498 Depreciation and amortization 362 1,454 1,657 2,993 Insurance and claims 1,287 1,472 3,013 2,856 Fuel expense 413 1,462 1,740 2,955 Other operating expenses 3,495 4,674 7,841 9,572 Total operating expenses 22,064 41,389 63,087 82,867 (Loss) income from discontinued operations before income taxes (8,090 ) 1,480 (12,161 ) 2,512 Income tax (benefit) expense (2,019 ) 394 (3,049 ) 706 (Loss) income from discontinued operations, net of tax $ (6,071 ) $ 1,086 $ (9,112 ) $ 1,806 |
Acquisitions and Long-Lived Ass
Acquisitions and Long-Lived Assets | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Acquisitions and Long-Lived Assets | Acquisitions and Long-Lived Assets Expedited Freight Acquisitions As part of the Company's strategy to expand final mile pickup and delivery operations, in January 2020, the Company acquired certain assets and liabilities of Linn Star Holdings, Inc., Linn Star Transfer, Inc. and Linn Star Logistics, LLC (collectively, “Linn Star”) for $57,239 . This acquisition increased the Company's Final Mile capabilities with an additional 20 locations. In addition, in April 2019, the Company acquired certain assets and liabilities of FSA Network, Inc., doing business as FSA Logistix (“FSA”), for $27,000 and a potential earnout of up to $15,000 . Both transactions were funded using cash flows from operations. The assets, liabilities, and operating results of these acquisitions have been included in the Company's consolidated financial statements from the date of acquisition and have been assigned to the Expedited Freight reportable segment. The FSA acquisition agreement provides the sellers an earnout opportunity of up to $15,000 based on the achievement of certain revenue milestones over two one-year periods, beginning May 1, 2019. Upon acquisition, the fair value of the earn-out liability was $11,803 and was included in other current and long-term liabilities in the opening 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 initial weighted average assumptions used in the Monte Carlo simulation are summarized in the following table: FSA Earn-out April 21, 2019 December 31, 2019 June 30, 2020 Risk-free rate 2.9% 2.2% 2.2% Revenue discount rate 4.4% 4.4% 3.2% Revenue volatility 3.0% 5.0% 6.0% In June 2020, the Company paid the first period's earn-out payment of $5,284 ; the second and final payment is expected to be paid in the second quarter of 2021. Excluding the impact from this payment, during the three months ended June 30, 2020 , the earn-out fair value decreased $2,108 to $3,784 , which is classified as a current liability. The change in fair value is included in other operating expenses and is based on changes in expected cash flows and expected new business wins. Intermodal Acquisitions As part of the Company's strategy to expand its Intermodal operations, in July 2019, the Company acquired certain assets and liabilities of O.S.T. Logistics, Inc. and O.S.T. Trucking Co., Inc. (together referred to as “OST”) for $12,000 . OST is a drayage company and expanded the Company's intermodal footprint on the East Coast, primarily in Baltimore, Maryland, with additional locations in Pennsylvania, Virginia, South Carolina and Georgia. This transaction was funded using cash flows from operations. The assets, liabilities, and operating results of the acquisition have been included in the Company's consolidated financial statements from the date of acquisition and have been included in the Intermodal reportable segment. Allocations of Purchase Price The following table presents the allocations of the previously discussed acquisition purchase prices to the assets acquired and liabilities assumed based on their estimated fair values and resulting residual goodwill (in thousands): FSA OST Linn Star April 21, 2019 July 14, 2019 January 12, 2020 Tangible assets: Cash $ 202 $ — $ 1,308 Other receivables 1,491 — — Prepaid expenses and other current assets — — 1,182 Property and equipment 40 10,371 605 Operating lease right-of-use assets 3,209 1,672 10,011 Total tangible assets 4,942 12,043 13,106 Intangible assets: Non-compete agreements 900 850 450 Customer relationships 17,900 5,700 29,800 Goodwill 19,963 2,050 25,234 Total intangible assets 38,763 8,600 55,484 Total assets acquired 43,705 20,643 68,590 Liabilities assumed: Current liabilities 8,466 — 1,340 Other liabilities 5,030 — — Debt and finance lease obligations — 6,971 — Operating lease obligations 3,209 1,672 10,011 Total liabilities assumed 16,705 8,643 11,351 Net assets acquired $ 27,000 $ 12,000 $ 57,239 The above purchase price allocation for Linn Star 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 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: Useful Lives FSA OST Linn Star Non-compete agreements 5 years 3 years 1 year Customer relationships 15 years 10 years 15 years The fair value of the non-compete agreements and customer relationships were estimated using an income approach (level 3). Under this method, an intangible asset's fair value is equal to the present value of the incremental after-tax cash flows (excess earnings) attributable solely to the intangible asset over its remaining useful life. To estimate fair value, the Company used cash flows discounted at rates considered appropriate given the inherent risks associated with each type of asset. The Company believed the level and timing of cash flows appropriately reflected market participant assumptions. Cash flows were assumed to extend through the remaining economic useful life of each class of intangible asset. Goodwill Goodwill is allocated to reporting units that are expected to benefit from the business combinations generating the goodwill. Excluding Pool, the Company has four reporting units - Expedited LTL, Truckload, Final Mile and Intermodal. As discussed in Note 4, Discontinued Operations and Held for Sale , the carrying amounts of Pool's assets and liabilities, including goodwill, are classified as held for sale in the accompanying Consolidated Balance Sheets and its operating results are not part of the continuing operations of the Company. The Company conducted its annual impairment assessments and tests of goodwill for each reporting unit as of June 30, 2020 and no impairment charges were required. The Company estimated 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). Goodwill impairment exists when the estimated fair value of goodwill is less than its carrying value. Our calculations for Expedited LTL, Truckload, Final Mile and Intermodal indicated the fair value of each reporting unit exceeded their carrying value by 421.6% , 65.7% , 118.5% and 49.4% , respectively, as of June 30, 2020 . This discounted projected cash flow analysis required the Company to calculate the present value of its projected future cash flows using each reporting unit's applicable discount rate. The Company used a ten-year projection period to derive operating cash flow projections. Certain assumptions were made regarding future revenue and operating income growth based on industry market data and historical and expected performance. The Company's projected operating income was combined with expected working capital and capital expenditure requirements to determine operating cash flows. The significant assumptions used in this analysis were as follows: Expedited LTL Truckload Final Mile Intermodal Discount rate 10.5 % 13.5 % 13.5 % 13.5 % Terminal growth rate 4.0 % 4.0 % 4.0 % 4.0 % Market valuations for comparable companies employ valuation multiples derived from market stock prices of companies that are engaged in the same or similar lines of business as the reporting units and that are actively traded on a free and open market. The estimates used to calculate the fair value of each reporting unit change over time based on operating results, market conditions, and other factors. Changes in these estimates and assumptions could materially affect the determination of the reporting unit's fair value and goodwill impairment for the reporting unit. The following is a summary of the Company's goodwill as of June 30, 2020 . Approximately $161,789 of goodwill is deductible for tax purposes. Beginning balance, December 31, 2019 Linn Star Acquisition Ending balance, June 30, 2020 Expedited LTL Goodwill $ 97,593 $ — $ 97,593 Accumulated Impairment — — — Truckload Goodwill 45,164 — 45,164 Accumulated Impairment (25,686 ) — (25,686 ) Final Mile Goodwill 19,963 25,234 45,197 Accumulated Impairment — — — Intermodal Goodwill 78,665 — 78,665 Accumulated Impairment — — — Total Goodwill 241,385 25,234 266,619 Accumulated Impairment (25,686 ) — (25,686 ) $ 215,699 $ 25,234 $ 240,933 Other Long-Lived Assets The Company tests its long-lived assets (asset groups) for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. Management evaluates long-lived assets for impairment at the lowest level for which cashflows are identifiable. In general, these assets are reviewed at the reporting unit level, discussed above, by significant asset category. Examples of significant asset categories include land, buildings, tractors, trailers, other equipment, leasehold improvements, right-of-use lease assets, customer relationships, non-compete agreements, software and inventory. As part of the Company's annual goodwill impairment analysis, management compared the undiscounted cash flows of each reporting unit to the carrying value of its long-lived assets, noting no impairment charges were required during the three and six months ended June 30, 2020 |
Share-Based Payments
Share-Based Payments | 6 Months Ended |
Jun. 30, 2020 | |
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. Share-based compensation amounts below are disclosed on both a continuing and discontinuing basis. 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. All forfeitures were recognized as they occurred. The Company used the Black-Scholes option-pricing model to estimate the grant-date fair value of options granted. There were no options granted during the six months ended June 30, 2019. Further, there were no options granted to employees of the Company's discontinued operations during the six months ended June 30, 2020 or 2019. The weighted-average fair value of options granted and assumptions used to estimate their fair value during the six months ended June 30, 2020 were as follows (on a continuing basis): Six months ended June 30, 2020 Expected dividend yield 1.1 % Expected stock price volatility 24.1 % Weighted average risk-free interest rate 1.5 % Expected life of options (years) 5.9 Weighted average grant date fair value $ 14.79 The following tables summarize the Company’s employee stock option activity and related information on a continuing basis: Six months ended June 30, 2020 Weighted- Weighted- Average Average Aggregate Remaining Exercise Intrinsic Contractual Options Price Value Term Outstanding at December 31, 2019 417 $ 53 Granted 36 66 Exercised — — Forfeited (4 ) 60 Outstanding at June 30, 2020 449 $ 54 $ 247 3.9 Exercisable at June 30, 2020 317 $ 51 $ 1,379 3.3 Six months ended June 30, June 30, Share-based compensation for options $ 600 $ 829 Tax benefit for option compensation $ 153 $ 212 Unrecognized compensation cost for options $ 1,348 $ 2,316 Weighted average period over which unrecognized compensation will be recognized (years) 1.6 The following tables summarize the Company’s employee stock option activity and related information on a discontinued basis: Six months ended June 30, 2020 Weighted- Weighted- Average Average Aggregate Remaining Exercise Intrinsic Contractual Options Price Value Term Outstanding at December 31, 2019 14 $ 52 Granted — — Exercised — — Forfeited — — Outstanding at June 30, 2020 14 $ 52 $ 37 3.3 Exercisable at June 30, 2020 12 $ 52 $ 41 3.2 Six months ended June 30, June 30, Share-based compensation for options $ 11 $ 21 Tax benefit for option compensation $ 3 $ 5 Unrecognized compensation cost for options $ 11 $ 42 Weighted average period over which unrecognized compensation will be recognized (years) 0.6 Employee Activity - Non-vested Shares The fair value of non-vested shares issued was estimated using the closing market prices for the business day of the grant. The share-based compensation for the nonvested shares is recognized ratably over the requisite service period or vesting period, which is a three -year period. All forfeitures were recognized as they occurred. The following tables summarize the Company’s employee non-vested share activity and related information on a continuing basis: Six months ended June 30, 2020 Weighted- Average Aggregate Non-vested Grant Date Grant Date Shares Fair Value Fair Value Outstanding and non-vested at December 31, 2019 264 $ 58 Granted 111 66 Vested (140 ) 57 Forfeited (13 ) 62 Outstanding and non-vested at June 30, 2020 222 $ 63 $ 13,964 Six months ended June 30, June 30, Share-based compensation for non-vested shares $ 3,727 $ 3,960 Tax benefit for non-vested share compensation $ 950 $ 1,010 Unrecognized compensation cost for non-vested shares $ 11,019 $ 12,635 Weighted average period over which unrecognized compensation will be recognized (years) 2.0 The following tables summarize the Company’s employee non-vested share activity and related information on a discontinued basis: Six months ended June 30, 2020 Weighted- Average Aggregate Non-vested Grant Date Grant Date Shares Fair Value Fair Value Outstanding and non-vested at December 31, 2019 13 $ 58 Granted 6 63 Vested (8 ) 58 Forfeited — — Outstanding and non-vested at June 30, 2020 11 $ 61 $ 678 Six months ended June 30, June 30, Share-based compensation for non-vested shares $ 201 $ 182 Tax benefit for non-vested share compensation $ 51 $ 46 Unrecognized compensation cost for non-vested shares $ 552 $ 557 Weighted average period over which unrecognized compensation will be recognized (years) 2.1 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 may issue to these employees a calculated number of common stock shares if certain performance targets are met. For shares granted during the three and six months ended June 30, 2020 and 2019 , 50% of the performance share issuances will be based on meeting three-year 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 forfeitures were recognized as they occurred. 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 following table contains the weighted-average assumptions, on both a continuing and discontinued basis, used to estimate the fair value of performance shares granted using the Monte Carlo simulation. These assumptions are subjective and changes in these assumptions can materially affect the fair value estimate. Six months ended June 30, June 30, Expected stock price volatility 23.5 % 23.4 % Weighted average risk-free interest rate 1.4 % 2.5 % The following tables summarize the Company’s employee performance share activity, assuming median share awards, and related information on a continuing basis: Six months ended June 30, 2020 Weighted- Average Aggregate Performance Grant Date Grant Date Shares Fair Value Fair Value Outstanding and non-vested at December 31, 2019 58 $ 62 Granted 38 69 Additional shares awarded based on performance 13 51 Vested (33 ) 51 Forfeited (11 ) 66 Outstanding and non-vested at June 30, 2020 65 $ 68 $ 4,425 Six months ended June 30, June 30, Share-based compensation for performance shares $ 794 $ 682 Tax benefit for performance share compensation $ 202 $ 174 Unrecognized compensation cost for performance shares $ 2,837 $ 2,299 Weighted average period over which unrecognized compensation will be recognized (years) 2.3 The following tables summarize the Company’s employee performance share activity, assuming median share awards, and related information on a discontinued basis: Six months ended June 30, 2020 Weighted- Average Aggregate Performance Grant Date Grant Date Shares Fair Value Fair Value Outstanding and non-vested at December 31, 2019 4 $ 62 Granted 2 69 Additional shares awarded based on performance 1 51 Vested (2 ) 51 Forfeited — — Outstanding and non-vested at June 30, 2020 5 $ 66 $ 275 Six months ended June 30, June 30, Share-based compensation for performance shares $ 48 $ 35 Tax benefit for performance share compensation $ 12 $ 9 Unrecognized compensation cost for performance shares $ 165 $ 137 Weighted average period over which unrecognized compensation will be recognized (years) 2.1 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 350 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 on a continuing basis: Six months ended June 30, June 30, Shares purchased by participants under plan 6 4 Average purchase price $ 45 $ 49 Weighted-average fair value of each purchase right under the ESPP granted ¹ $ 5 $ 10 Share-based compensation for ESPP shares $ 30 $ 46 ¹ Equal to the discount from the market value of the common stock at the end of each six month purchase period The following table summarizes the Company's employee stock purchase activity and related information on a discontinued basis: Six months ended June 30, June 30, Shares purchased by participants under plan 1 1 Average purchase price $ 45 $ 49 Weighted-average fair value of each purchase right under the ESPP granted ¹ $ 5 $ 10 Share-based compensation for ESPP shares $ 3 $ 6 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 In May 2006, the Company’s shareholders approved the Company’s 2006 Non-Employee Director Stock Plan (the “2006 Plan”). The Company’s shareholders then approved the Company’s Amended and Restated Non-Employee Director Stock Plan (the “Amended Plan”) on May 22, 2007. The Amended Plan was then further amended and restated on December 17, 2008. Under the Amended Plan, on the first business day after each Annual Meeting of Shareholders, each non-employee director will automatically be granted an award (the “Annual Grant”), in such form and size as the Board determines from year to year. Unless otherwise determined by the Board, Annual Grants will become vested and nonforfeitable on the earlier of (a) the day immediately prior to the first Annual Meeting that occurs after the Grant Date or (b) the first anniversary of the Grant Date so long as the non-employee director’s service with the Company does not earlier terminate. Each director may elect to defer receipt of the shares under a non-vested share award until the director terminates service on the Board of Directors. If a director elects to defer receipt, the Company will issue deferred stock units to the director, which do not represent actual ownership in shares and the director will not have voting rights or other incidents of ownership until the shares are issued. However, the Company will credit the director with dividend equivalent payments in the form of additional deferred stock units for each cash dividend payment made by the Company. All forfeitures were recognized as they occurred. In May 2016, with the approval of shareholders, the Company further amended the Amended Plan to reserve for issuance an additional 160 common shares, increasing the total number of reserved common shares under the Amended Plan to 360 . As of June 30, 2020 , there were approximately 92 shares remaining available for grant. There were no shares granted to non-employee directors classified as discontinued operations in any period. The following tables summarize the Company’s non-employee non-vested share activity and related information on a continuing basis: Six months ended June 30, 2020 Weighted- Average Aggregate Non-vested Grant Date Grant Date Shares Fair Value Fair Value Outstanding and non-vested at December 31, 2019 16 $ 62 Granted 24 43 Vested (16 ) 62 Forfeited — — Outstanding and non-vested at June 30, 2020 24 $ 43 $ 1,035 Six months ended June 30, June 30, Share-based compensation for non-vested shares $ 506 $ 483 Tax benefit for non-vested share compensation $ 129 $ 123 Unrecognized compensation cost for non-vested shares $ 896 $ 784 Weighted average period over which unrecognized compensation will be recognized (years) 0.9 |
Senior Credit Facility
Senior Credit Facility | 6 Months Ended |
Jun. 30, 2020 | |
Senior Credit Facility [Abstract] | |
Senior Credit Facility | Senior Credit Facility The Company has a five -year senior unsecured revolving credit facility (the “Facility”) that was entered into on September 29, 2017 and amended on April 16, 2020. The Facility has a maximum aggregate principal amount of $225,000 , 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 $25,000 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. The Facility refinanced the Company’s obligations for its unsecured credit facility under the credit agreement dated as of February 4, 2015, as amended, which was terminated as of the date of the new Facility. Unless the Company elects otherwise under the credit agreement, interest on borrowings under the Facility will be at the base interest rate (which cannot be less than 3.00% ) and will be the highest of (a) the federal funds rate (which cannot be less than 0.00%) plus 0.50% , (b) the administrative agent's prime rate and (c) the LIBOR Rate (which cannot be less than 1.00%) plus 1.00% and, in each case, a margin that can range from 0.25% to 0.75% 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, 2020 , the Company had $132,500 in borrowings outstanding under the revolving credit facility, $15,367 utilized for outstanding letters of credit and $77,133 of available borrowing capacity under the revolving credit facility. The interest rate on the outstanding borrowing under the revolving credit facility was 3.25% as of June 30, 2020 . The Facility contains customary events of default including, among other things, payment defaults, breach of covenants, cross acceleration to material indebtedness, bankruptcy-related defaults, material judgment defaults, and the occurrence of certain change of control events. The occurrence of an event of default may result in, among other things, the termination of the Facilities, acceleration of repayment obligations and the exercise of remedies by the lenders with respect to the Company and its subsidiaries that are party to the Facility. The Facility also contains financial covenants and other covenants that, among other things, restrict the ability of the Company and its subsidiaries, without the approval of the required lenders, to engage in certain mergers, consolidations, asset sales, dividends and stock repurchases, investments, and other transactions or to incur liens or indebtedness in excess of agreed thresholds, as set forth in the credit agreement. As of June 30, 2020 |
Net Income Per Share
Net Income Per Share | 6 Months Ended |
Jun. 30, 2020 | |
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 from continuing operations $ 9,225 $ 21,244 $ 20,641 $ 38,931 Net (loss) income and comprehensive (loss) income from discontinued operations (6,071 ) 1,086 (9,112 ) 1,806 Net income attributable to Forward Air shareholders $ 3,154 $ 22,330 $ 11,529 $ 40,737 Income allocated to participating securities (13 ) (251 ) (83 ) (459 ) Numerator for basic and diluted net income per share for continuing operations $ 9,212 $ 20,993 $ 20,558 $ 38,472 Numerator for basic and diluted net (loss) income per share for discontinued operations $ (6,071 ) $ 1,086 $ (9,112 ) $ 1,806 Denominator: Denominator for basic income per share - weighted-average shares 27,695 28,268 28,424 28,421 Effect of dilutive stock options 13 77 35 76 Effect of dilutive performance shares 18 28 32 34 Denominator for diluted income per share - adjusted weighted-average shares 27,726 28,373 28,491 28,531 Basic net income (loss) per share: Continuing operations $ 0.33 $ 0.74 $ 0.72 $ 1.35 Discontinued operations (0.22 ) 0.04 (0.31 ) 0.07 Net income per share $ 0.11 $ 0.78 $ 0.41 $ 1.42 Diluted net income (loss) per share: Continuing operations $ 0.33 $ 0.74 $ 0.72 $ 1.35 Discontinued operations (0.22 ) 0.04 (0.32 ) 0.06 Net income per share $ 0.11 $ 0.78 $ 0.40 $ 1.41 The number of instruments that could potentially dilute net income per basic share in the future, but that were not included in the computation of net income per diluted share because to do so would have been anti-dilutive for the periods presented, are as follows: June 30, June 30, Anti-dilutive stock options 218 194 Anti-dilutive performance shares 29 — Anti-dilutive non-vested shares and deferred stock units 95 — Total anti-dilutive shares 342 194 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2020 | |
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 2012. For the six months ended June 30, 2020 and 2019 , 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 continuing operations for the six months ended June 30, 2020 was 25.3% compared to a rate of 24.6% for the same period in 2019 . The higher effective tax rate for the six months ended June 30, 2020 was primarily due to decreased stock based compensation vesting and exercises when compared to the same period in 2019 and increased executive compensation as a percentage of income before income taxes, which was not deductible for income tax purposes. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Leases | Leases 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, 2020 , the Company leased facilities and equipment under operating and finance leases, which were accounted for in accordance with ASU 2016-02, Leases. The Company elected the practical expedients as allowed per this guidance 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. Additionally, variable lease and variable nonlease components were not contemplated in the calculation of the right-of-use asset and corresponding liability. For leases and subleases with terms greater than 12 months, the Company records 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, 2020 . 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, 2020 , the Company was not reasonably certain of exercising any renewal options. Further, as of June 30, 2020 , 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, 2020 . For these leases with an initial term of 12 months or less, after the consideration of options, the Company recognizes the corresponding lease expense on a straight-line basis over the lease term. Operating Leases The Company leases some of its facilities under noncancelable operating leases that expire in various years through 2028. Certain leases may be renewed for periods varying from 1 to 10 years. In conjunction with the acquisition of Linn Star in January 2020, discussed further in Note 5, Acquisitions and Long-Lived Assets , the Company assumed operating facility leases that expire in various years through 2025 and had a right-of-use asset and corresponding lease liability of approximately $10,011 at acquisition. The Company has also historically 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 2025 and certain leases may be renewed for periods varying from 1 to 3 years. The Company did not enter into any material equipment leases outside the normal course of business during the six months ended June 30, 2020 . As of June 30, 2020 , the Company has certain obligations to lease tractors, which will be delivered throughout 2020. 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, 2020 . Finance Leases Primarily through acquisitions, the Company assumes equipment leases that meet the criteria for classification as a finance lease with remaining lease terms between 2 and 7 years. These leases expire in various years through 2025 with no options to renew. The finance leased equipment is being amortized over the shorter of the lease term or useful life. The Company did not enter into any new finance leases during the six months ended June 30, 2020 . |
Financial Instruments
Financial Instruments | 6 Months Ended |
Jun. 30, 2020 | |
Financial Instruments, Financial Assets, Balance Sheet Groupings [Abstract] | |
Financial Instruments | Financial Instruments Off Balance Sheet Risk As of June 30, 2020 , the Company had letters of credit outstanding totaling $15,367 . 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. The fair value estimates of earn-outs are discussed in Note 5, Acquisitions and Long-Lived Assets . Using interest rate quotes and discounted cash flows, the Company estimated the fair value of its outstanding finance lease obligations as follows: June 30, 2020 Carrying Value Fair Value Finance leases $ 5,626 $ 5,945 The carrying value of the finance lease obligations are included within the Equipment section of Property and equipment on the Company’s Consolidated Balance Sheet. The Company's fair value estimates for the above financial instruments are classified within level 3 of the fair value hierarchy as defined in the FASB Codification. |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended |
Jun. 30, 2020 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | Shareholders' Equity During each quarter of 2019 and the first and second quarter of 2020, 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, the Company's Board of Directors canceled 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 canceled. The Company is not obligated to repurchase any specific number of shares and may suspend or cancel the plan at any time. The Company does not expect to repurchase any shares under this plan during the third quarter of 2020. The following tables summarize the Company's share repurchases for the three and six months ended June 30, 2020 and 2019 . Three months ended June 30, 2020 June 30, 2019 Shares repurchased Cost of shares repurchased Average cost per share Shares repurchased Cost of shares repurchased Average cost per share 2019 Repurchase Plan — $ — $ — 407 $ 24,436 $ 60.05 Total — $ — $ — 407 $ 24,436 $ 60.05 Six months ended June 30, 2020 June 30, 2019 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 2019 Repurchase Plan 268 15,259 56.93 569 34,767 61.08 Total 268 $ 15,259 $ 56.93 637 $ 38,617 $ 60.65 As of June 30, 2020 , 3,887 shares were available to be purchased under the 2019 Plan. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Self-Insurance Reserves 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, results of operations or cash flows. The primary claims in the Company’s business relate to workers’ compensation, property damage, vehicle liability and employee 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. Such insurance coverage above the applicable self-insurance levels continues to be an important part of the Company's risk management process. 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 is responsible for the first $7,500 per incident until it meets the $6,000 aggregate deductible for incidents resulting in claims between $3,000 and $5,000 and the $2,500 aggregate deductible for incidents resulting in claims between $5,000 and $10,000 . Due to 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. Purchase Commitments As of June 30, 2020 , the Company had commitments to purchase trailer rollerbeds for approximately $288 |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 2020 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting The Company operates in two reportable segments based on information available to and used by the chief operating decision maker ("CODM"). This classification is consistent with how the CODM makes decisions about resource allocation and assesses the Company's performance. 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. Expedited Freight operates a comprehensive national network to provide expedited regional, inter-regional and national LTL services and offers customers local pick-up and delivery and other services including final mile, truckload, shipment consolidation and deconsolidation, warehousing, customs brokerage and other handling. Intermodal primarily provides first- and last-mile high value intermodal container drayage services both to and from seaports and railheads. 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, Description of Business and Basis of Presentation, to the Forward Air Corporation Annual Report on Form 10-K for the year ended December 31, 2019 . 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 these deductibles and any loss development factors applied to outstanding claims as a result of actuary analysis are not passed to the segments, but recorded 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. Instead, the cost basis for the majority of shared assets, such as trailers, are included in Expedited Freight. The following tables summarize segment information from continuing operations for the three and six months ended June 30, 2020 and 2019 : Three months ended June 30, 2020 Expedited Freight Intermodal Eliminations & other Continuing Operations External revenues $ 235,417 $ 46,420 $ — $ 281,837 Intersegment revenues 241 8 (408 ) (159 ) Depreciation 5,009 1,081 25 6,115 Amortization 1,731 1,567 — 3,298 Share-based compensation expense 2,062 472 (105 ) 2,429 Interest expense 3 59 1,136 1,198 Income (loss) from operations 11,753 4,413 (2,252 ) 13,914 Total assets 912,814 212,923 (139,702 ) 986,035 Capital expenditures 11,545 18 — 11,563 Three months ended June 30, 2019 (As Adjusted) Expedited Freight Intermodal Eliminations & other Continuing Operations External revenues $ 252,468 $ 50,522 $ — $ 302,990 Intersegment revenues 818 17 (938 ) (103 ) Depreciation 6,399 463 (46 ) 6,816 Amortization 1,081 1,330 — 2,411 Share-based compensation expense 2,391 443 211 3,045 Interest expense 2 — 579 581 Income (loss) from operations 28,187 5,245 (4,362 ) 29,070 Total assets 687,570 187,815 (20,530 ) 854,855 Capital expenditures 11,761 142 — 11,903 Six months ended June 30, 2020 Expedited Freight Intermodal Eliminations & other Continuing Operations External revenues $ 488,560 $ 98,875 $ — $ 587,435 Intersegment revenues 727 13 (940 ) (200 ) Depreciation 9,916 2,134 43 12,093 Amortization 3,519 3,135 — 6,654 Share-based compensation expense 4,729 861 (83 ) 5,507 Interest expense 6 113 1,932 2,051 Income (loss) from operations 26,933 8,126 (5,372 ) 29,687 Total assets 912,814 212,923 (139,702 ) 986,035 Capital expenditures 13,950 264 — 14,214 Six months ended June 30, 2019 (As Adjusted) Expedited Freight Intermodal Eliminations & other Continuing Operations External revenues $ 477,421 $ 104,619 $ — $ 582,040 Intersegment revenues 1,523 35 (1,750 ) (192 ) Depreciation 13,005 932 (86 ) 13,851 Amortization 1,927 2,737 — 4,664 Share-based compensation expense 4,560 974 376 5,910 Interest expense 4 2 1,150 1,156 Income (loss) from operations 49,093 11,426 (7,747 ) 52,772 Total assets 687,570 187,815 (20,530 ) 854,855 Capital expenditures 13,999 215 — 14,214 The following table summarizes revenue from the defined services included within Expedited Freight revenue for the three and six months ended June 30, 2020 and 2019 : Three months ended Six months ended June 30, June 30, June 30, June 30, Expedited freight revenue: Network revenue $ 134,173 $ 172,491 $ 286,182 $ 333,841 Truckload revenue 41,857 48,624 89,384 96,309 Final mile revenue 53,427 24,957 101,229 34,714 Other revenue 6,201 7,214 12,492 14,080 Total revenue $ 235,658 $ 253,286 $ 489,287 $ 478,944 |
Discontinued Operations and H_2
Discontinued Operations and Held for Sale (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Discontinued Operations and Held for Sale [Abstract] | |
Disposal Groups, Including Discontinued Operations [Table Text Block] | The following table provides a reconciliation of the carrying amounts of major classes of assets and liabilities which are included in assets and liabilities held for sale in the accompanying Consolidated Balance Sheets as of each of the periods presented below: June 30, December 31, Assets Current assets: Cash and cash equivalents $ — $ — Accounts receivable, less allowance of $124 in 2020 and $49 in 2019 11,224 13,983 Other current assets 647 969 Total current assets held for sale $ 11,871 $ 14,952 Property and equipment $ 52,046 $ 53,166 Less accumulated depreciation and amortization 32,443 32,891 Total property and equipment, net 19,603 20,275 Operating lease right-of-use assets 44,110 46,487 Goodwill and other acquired intangibles: Goodwill 5,406 5,406 Other acquired intangibles, net of accumulated amortization of $12,679 in 2020 and $12,359 in 2019 2,621 2,941 Total goodwill and other acquired intangibles, net 8,027 8,347 Other assets 2,853 1,595 Total noncurrent assets held for sale $ 74,593 $ 76,704 Liabilities Current liabilities: Accounts payable $ 2,732 $ 4,575 Accrued expenses 5,163 5,668 Other current liabilities — 2 Current portion of operating lease obligations 15,897 14,729 Total current liabilities held for sale $ 23,792 $ 24,974 Operating lease obligations, less current portion $ 28,385 $ 31,847 Other long-term liabilities 3,989 2,368 Deferred income taxes 3,951 2,728 Total noncurrent liabilities held for sale $ 36,325 $ 36,943 The following table summarizes the results of operations classified as discontinued operations, net of tax, in the Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2020 and 2019: Three months ended Six months ended June 30, June 30, June 30, June 30, Operating revenue $ 13,974 $ 42,869 $ 50,926 $ 85,379 Operating expenses: Purchased transportation 3,147 11,688 12,683 23,151 Salaries, wages and employee benefits 8,394 16,437 25,507 32,842 Operating leases 4,966 4,202 10,646 8,498 Depreciation and amortization 362 1,454 1,657 2,993 Insurance and claims 1,287 1,472 3,013 2,856 Fuel expense 413 1,462 1,740 2,955 Other operating expenses 3,495 4,674 7,841 9,572 Total operating expenses 22,064 41,389 63,087 82,867 (Loss) income from discontinued operations before income taxes (8,090 ) 1,480 (12,161 ) 2,512 Income tax (benefit) expense (2,019 ) 394 (3,049 ) 706 (Loss) income from discontinued operations, net of tax $ (6,071 ) $ 1,086 $ (9,112 ) $ 1,806 |
Acquisitions and Long-Lived A_2
Acquisitions and Long-Lived Assets (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill [Line Items] | |
Schedule of Business Acquisitions by Acquisition, Contingent Consideration [Table Text Block] | The initial weighted average assumptions used in the Monte Carlo simulation are summarized in the following table: FSA Earn-out April 21, 2019 December 31, 2019 June 30, 2020 Risk-free rate 2.9% 2.2% 2.2% Revenue discount rate 4.4% 4.4% 3.2% Revenue volatility 3.0% 5.0% 6.0% |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The following table presents the allocations of the previously discussed acquisition purchase prices to the assets acquired and liabilities assumed based on their estimated fair values and resulting residual goodwill (in thousands): FSA OST Linn Star April 21, 2019 July 14, 2019 January 12, 2020 Tangible assets: Cash $ 202 $ — $ 1,308 Other receivables 1,491 — — Prepaid expenses and other current assets — — 1,182 Property and equipment 40 10,371 605 Operating lease right-of-use assets 3,209 1,672 10,011 Total tangible assets 4,942 12,043 13,106 Intangible assets: Non-compete agreements 900 850 450 Customer relationships 17,900 5,700 29,800 Goodwill 19,963 2,050 25,234 Total intangible assets 38,763 8,600 55,484 Total assets acquired 43,705 20,643 68,590 Liabilities assumed: Current liabilities 8,466 — 1,340 Other liabilities 5,030 — — Debt and finance lease obligations — 6,971 — Operating lease obligations 3,209 1,672 10,011 Total liabilities assumed 16,705 8,643 11,351 Net assets acquired $ 27,000 $ 12,000 $ 57,239 |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class [Table Text Block] | The acquired definite-lived intangible assets have the following useful lives: Useful Lives FSA OST Linn Star Non-compete agreements 5 years 3 years 1 year Customer relationships 15 years 10 years 15 years |
Fair Value, Concentration of Risk [Table Text Block] | The significant assumptions used in this analysis were as follows: Expedited LTL Truckload Final Mile Intermodal Discount rate 10.5 % 13.5 % 13.5 % 13.5 % Terminal growth rate 4.0 % 4.0 % 4.0 % 4.0 % |
Schedule of Goodwill [Table Text Block] | The following is a summary of the Company's goodwill as of June 30, 2020 . Approximately $161,789 of goodwill is deductible for tax purposes. Beginning balance, December 31, 2019 Linn Star Acquisition Ending balance, June 30, 2020 Expedited LTL Goodwill $ 97,593 $ — $ 97,593 Accumulated Impairment — — — Truckload Goodwill 45,164 — 45,164 Accumulated Impairment (25,686 ) — (25,686 ) Final Mile Goodwill 19,963 25,234 45,197 Accumulated Impairment — — — Intermodal Goodwill 78,665 — 78,665 Accumulated Impairment — — — Total Goodwill 241,385 25,234 266,619 Accumulated Impairment (25,686 ) — (25,686 ) $ 215,699 $ 25,234 $ 240,933 |
Share-Based Payments (Tables)
Share-Based Payments (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Share-based Payment Arrangement, Option [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Payment Arrangement, Activity [Table Text Block] | The weighted-average fair value of options granted and assumptions used to estimate their fair value during the six months ended June 30, 2020 were as follows (on a continuing basis): Six months ended June 30, 2020 Expected dividend yield 1.1 % Expected stock price volatility 24.1 % Weighted average risk-free interest rate 1.5 % Expected life of options (years) 5.9 Weighted average grant date fair value $ 14.79 The following tables summarize the Company’s employee stock option activity and related information on a continuing basis: Six months ended June 30, 2020 Weighted- Weighted- Average Average Aggregate Remaining Exercise Intrinsic Contractual Options Price Value Term Outstanding at December 31, 2019 417 $ 53 Granted 36 66 Exercised — — Forfeited (4 ) 60 Outstanding at June 30, 2020 449 $ 54 $ 247 3.9 Exercisable at June 30, 2020 317 $ 51 $ 1,379 3.3 Six months ended June 30, June 30, Share-based compensation for options $ 600 $ 829 Tax benefit for option compensation $ 153 $ 212 Unrecognized compensation cost for options $ 1,348 $ 2,316 Weighted average period over which unrecognized compensation will be recognized (years) 1.6 The following tables summarize the Company’s employee stock option activity and related information on a discontinued basis: Six months ended June 30, 2020 Weighted- Weighted- Average Average Aggregate Remaining Exercise Intrinsic Contractual Options Price Value Term Outstanding at December 31, 2019 14 $ 52 Granted — — Exercised — — Forfeited — — Outstanding at June 30, 2020 14 $ 52 $ 37 3.3 Exercisable at June 30, 2020 12 $ 52 $ 41 3.2 Six months ended June 30, June 30, Share-based compensation for options $ 11 $ 21 Tax benefit for option compensation $ 3 $ 5 Unrecognized compensation cost for options $ 11 $ 42 Weighted average period over which unrecognized compensation will be recognized (years) 0.6 |
Employee Non-vested Shares [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity [Table Text Block] | The following tables summarize the Company’s employee non-vested share activity and related information on a continuing basis: Six months ended June 30, 2020 Weighted- Average Aggregate Non-vested Grant Date Grant Date Shares Fair Value Fair Value Outstanding and non-vested at December 31, 2019 264 $ 58 Granted 111 66 Vested (140 ) 57 Forfeited (13 ) 62 Outstanding and non-vested at June 30, 2020 222 $ 63 $ 13,964 Six months ended June 30, June 30, Share-based compensation for non-vested shares $ 3,727 $ 3,960 Tax benefit for non-vested share compensation $ 950 $ 1,010 Unrecognized compensation cost for non-vested shares $ 11,019 $ 12,635 Weighted average period over which unrecognized compensation will be recognized (years) 2.0 The following tables summarize the Company’s employee non-vested share activity and related information on a discontinued basis: Six months ended June 30, 2020 Weighted- Average Aggregate Non-vested Grant Date Grant Date Shares Fair Value Fair Value Outstanding and non-vested at December 31, 2019 13 $ 58 Granted 6 63 Vested (8 ) 58 Forfeited — — Outstanding and non-vested at June 30, 2020 11 $ 61 $ 678 Six months ended June 30, June 30, Share-based compensation for non-vested shares $ 201 $ 182 Tax benefit for non-vested share compensation $ 51 $ 46 Unrecognized compensation cost for non-vested shares $ 552 $ 557 Weighted average period over which unrecognized compensation will be recognized (years) 2.1 |
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 following table contains the weighted-average assumptions, on both a continuing and discontinued basis, used to estimate the fair value of performance shares granted using the Monte Carlo simulation. These assumptions are subjective and changes in these assumptions can materially affect the fair value estimate. Six months ended June 30, June 30, Expected stock price volatility 23.5 % 23.4 % Weighted average risk-free interest rate 1.4 % 2.5 % The following tables summarize the Company’s employee performance share activity, assuming median share awards, and related information on a continuing basis: Six months ended June 30, 2020 Weighted- Average Aggregate Performance Grant Date Grant Date Shares Fair Value Fair Value Outstanding and non-vested at December 31, 2019 58 $ 62 Granted 38 69 Additional shares awarded based on performance 13 51 Vested (33 ) 51 Forfeited (11 ) 66 Outstanding and non-vested at June 30, 2020 65 $ 68 $ 4,425 Six months ended June 30, June 30, Share-based compensation for performance shares $ 794 $ 682 Tax benefit for performance share compensation $ 202 $ 174 Unrecognized compensation cost for performance shares $ 2,837 $ 2,299 Weighted average period over which unrecognized compensation will be recognized (years) 2.3 The following tables summarize the Company’s employee performance share activity, assuming median share awards, and related information on a discontinued basis: Six months ended June 30, 2020 Weighted- Average Aggregate Performance Grant Date Grant Date Shares Fair Value Fair Value Outstanding and non-vested at December 31, 2019 4 $ 62 Granted 2 69 Additional shares awarded based on performance 1 51 Vested (2 ) 51 Forfeited — — Outstanding and non-vested at June 30, 2020 5 $ 66 $ 275 Six months ended June 30, June 30, Share-based compensation for performance shares $ 48 $ 35 Tax benefit for performance share compensation $ 12 $ 9 Unrecognized compensation cost for performance shares $ 165 $ 137 Weighted average period over which unrecognized compensation will be recognized (years) 2.1 |
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 on a continuing basis: Six months ended June 30, June 30, Shares purchased by participants under plan 6 4 Average purchase price $ 45 $ 49 Weighted-average fair value of each purchase right under the ESPP granted ¹ $ 5 $ 10 Share-based compensation for ESPP shares $ 30 $ 46 ¹ Equal to the discount from the market value of the common stock at the end of each six month purchase period The following table summarizes the Company's employee stock purchase activity and related information on a discontinued basis: Six months ended June 30, June 30, Shares purchased by participants under plan 1 1 Average purchase price $ 45 $ 49 Weighted-average fair value of each purchase right under the ESPP granted ¹ $ 5 $ 10 Share-based compensation for ESPP shares $ 3 $ 6 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] | |
Share-based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity [Table Text Block] | The following tables summarize the Company’s non-employee non-vested share activity and related information on a continuing basis: Six months ended June 30, 2020 Weighted- Average Aggregate Non-vested Grant Date Grant Date Shares Fair Value Fair Value Outstanding and non-vested at December 31, 2019 16 $ 62 Granted 24 43 Vested (16 ) 62 Forfeited — — Outstanding and non-vested at June 30, 2020 24 $ 43 $ 1,035 Six months ended June 30, June 30, Share-based compensation for non-vested shares $ 506 $ 483 Tax benefit for non-vested share compensation $ 129 $ 123 Unrecognized compensation cost for non-vested shares $ 896 $ 784 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, 2020 | |
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 from continuing operations $ 9,225 $ 21,244 $ 20,641 $ 38,931 Net (loss) income and comprehensive (loss) income from discontinued operations (6,071 ) 1,086 (9,112 ) 1,806 Net income attributable to Forward Air shareholders $ 3,154 $ 22,330 $ 11,529 $ 40,737 Income allocated to participating securities (13 ) (251 ) (83 ) (459 ) Numerator for basic and diluted net income per share for continuing operations $ 9,212 $ 20,993 $ 20,558 $ 38,472 Numerator for basic and diluted net (loss) income per share for discontinued operations $ (6,071 ) $ 1,086 $ (9,112 ) $ 1,806 Denominator: Denominator for basic income per share - weighted-average shares 27,695 28,268 28,424 28,421 Effect of dilutive stock options 13 77 35 76 Effect of dilutive performance shares 18 28 32 34 Denominator for diluted income per share - adjusted weighted-average shares 27,726 28,373 28,491 28,531 Basic net income (loss) per share: Continuing operations $ 0.33 $ 0.74 $ 0.72 $ 1.35 Discontinued operations (0.22 ) 0.04 (0.31 ) 0.07 Net income per share $ 0.11 $ 0.78 $ 0.41 $ 1.42 Diluted net income (loss) per share: Continuing operations $ 0.33 $ 0.74 $ 0.72 $ 1.35 Discontinued operations (0.22 ) 0.04 (0.32 ) 0.06 Net income per share $ 0.11 $ 0.78 $ 0.40 $ 1.41 The number of instruments that could potentially dilute net income per basic share in the future, but that were not included in the computation of net income per diluted share because to do so would have been anti-dilutive for the periods presented, are as follows: June 30, June 30, Anti-dilutive stock options 218 194 Anti-dilutive performance shares 29 — Anti-dilutive non-vested shares and deferred stock units 95 — Total anti-dilutive shares 342 194 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Financial Instruments [Abstract] | |
Financial Instruments | Using interest rate quotes and discounted cash flows, the Company estimated the fair value of its outstanding finance lease obligations as follows: June 30, 2020 Carrying Value Fair Value Finance leases $ 5,626 $ 5,945 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Schedule of Stockholders Equity [Table Text Block] | The following tables summarize the Company's share repurchases for the three and six months ended June 30, 2020 and 2019 . Three months ended June 30, 2020 June 30, 2019 Shares repurchased Cost of shares repurchased Average cost per share Shares repurchased Cost of shares repurchased Average cost per share 2019 Repurchase Plan — $ — $ — 407 $ 24,436 $ 60.05 Total — $ — $ — 407 $ 24,436 $ 60.05 Six months ended June 30, 2020 June 30, 2019 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 2019 Repurchase Plan 268 15,259 56.93 569 34,767 61.08 Total 268 $ 15,259 $ 56.93 637 $ 38,617 $ 60.65 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Segment Reporting [Abstract] | |
Summary of segment information | t. The following tables summarize segment information from continuing operations for the three and six months ended June 30, 2020 and 2019 : Three months ended June 30, 2020 Expedited Freight Intermodal Eliminations & other Continuing Operations External revenues $ 235,417 $ 46,420 $ — $ 281,837 Intersegment revenues 241 8 (408 ) (159 ) Depreciation 5,009 1,081 25 6,115 Amortization 1,731 1,567 — 3,298 Share-based compensation expense 2,062 472 (105 ) 2,429 Interest expense 3 59 1,136 1,198 Income (loss) from operations 11,753 4,413 (2,252 ) 13,914 Total assets 912,814 212,923 (139,702 ) 986,035 Capital expenditures 11,545 18 — 11,563 Three months ended June 30, 2019 (As Adjusted) Expedited Freight Intermodal Eliminations & other Continuing Operations External revenues $ 252,468 $ 50,522 $ — $ 302,990 Intersegment revenues 818 17 (938 ) (103 ) Depreciation 6,399 463 (46 ) 6,816 Amortization 1,081 1,330 — 2,411 Share-based compensation expense 2,391 443 211 3,045 Interest expense 2 — 579 581 Income (loss) from operations 28,187 5,245 (4,362 ) 29,070 Total assets 687,570 187,815 (20,530 ) 854,855 Capital expenditures 11,761 142 — 11,903 Six months ended June 30, 2020 Expedited Freight Intermodal Eliminations & other Continuing Operations External revenues $ 488,560 $ 98,875 $ — $ 587,435 Intersegment revenues 727 13 (940 ) (200 ) Depreciation 9,916 2,134 43 12,093 Amortization 3,519 3,135 — 6,654 Share-based compensation expense 4,729 861 (83 ) 5,507 Interest expense 6 113 1,932 2,051 Income (loss) from operations 26,933 8,126 (5,372 ) 29,687 Total assets 912,814 212,923 (139,702 ) 986,035 Capital expenditures 13,950 264 — 14,214 Six months ended June 30, 2019 (As Adjusted) Expedited Freight Intermodal Eliminations & other Continuing Operations External revenues $ 477,421 $ 104,619 $ — $ 582,040 Intersegment revenues 1,523 35 (1,750 ) (192 ) Depreciation 13,005 932 (86 ) 13,851 Amortization 1,927 2,737 — 4,664 Share-based compensation expense 4,560 974 376 5,910 Interest expense 4 2 1,150 1,156 Income (loss) from operations 49,093 11,426 (7,747 ) 52,772 Total assets 687,570 187,815 (20,530 ) 854,855 Capital expenditures 13,999 215 — 14,214 The following table summarizes revenue from the defined services included within Expedited Freight revenue for the three and six months ended June 30, 2020 and 2019 : Three months ended Six months ended June 30, June 30, June 30, June 30, Expedited freight revenue: Network revenue $ 134,173 $ 172,491 $ 286,182 $ 333,841 Truckload revenue 41,857 48,624 89,384 96,309 Final mile revenue 53,427 24,957 101,229 34,714 Other revenue 6,201 7,214 12,492 14,080 Total revenue $ 235,658 $ 253,286 $ 489,287 $ 478,944 |
Description of Business and B_2
Description of Business and Basis of Presentation (Details) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2020 | |
Segment Reporting Information [Line Items] | |||
Number of principal reporting segments | 2 | 3 | 2 |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements (Details) | 6 Months Ended |
Jun. 30, 2020 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Concentration Risk, Percentage | 10.00% |
Revenue (Details)
Revenue (Details) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2020 | |
Revenue [Abstract] | |||
Number of principal reporting segments | 2 | 3 | 2 |
Discontinued Operations and H_3
Discontinued Operations and Held for Sale (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2020USD ($) | Mar. 31, 2020 | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Number of principal reporting segments | 2 | 3 | 2 | ||||
Balance Sheet Disclosures [Abstract] | |||||||
Cash and cash equivalents | $ 80,916 | $ 14,777 | $ 80,916 | $ 14,777 | $ 64,749 | $ 25,657 | |
Accounts receivable, less allowance of $124 in 2020 and $49 in 2019 | 130,759 | 130,759 | 136,214 | ||||
Other current assets | 23,745 | 23,745 | 20,403 | ||||
Total current assets held for sale | 11,871 | 11,871 | 14,952 | ||||
Property and equipment | 381,834 | 381,834 | 373,571 | ||||
Less accumulated depreciation and amortization | 187,239 | 187,239 | 180,815 | ||||
Total property and equipment, net | 194,595 | 194,595 | 192,756 | ||||
Operating lease, right-of-use asset | 123,925 | 123,925 | 105,170 | ||||
Goodwill | 240,933 | 240,933 | 215,699 | ||||
Other acquired intangibles, net of accumulated amortization of $12,679 in 2020 and $12,359 in 2019 | 148,452 | 148,452 | 124,857 | ||||
Total goodwill and other acquired intangibles, net | 389,385 | 389,385 | 340,556 | ||||
Other assets | 42,710 | 42,710 | 39,374 | ||||
Total noncurrent assets held for sale | 74,593 | 74,593 | 76,704 | ||||
Accounts payable | 27,682 | 27,682 | 25,411 | ||||
Accrued expenses | 48,041 | 48,041 | 44,154 | ||||
Other current liabilities | 3,784 | 3,784 | 5,318 | ||||
Current portion of operating lease obligations | 42,108 | 42,108 | 35,886 | ||||
Total current liabilities held for sale | 23,792 | 23,792 | 24,974 | ||||
Operating lease obligations, less current portion | 82,404 | 82,404 | 69,678 | ||||
Other long-term liabilities | 58,194 | 58,194 | 56,448 | ||||
Deferred income taxes | 45,883 | 45,883 | 41,214 | ||||
Total noncurrent liabilities held for sale | 36,943 | ||||||
Accounts receivable, allowance | 2,637 | 2,637 | 2,053 | ||||
Other acquired intangibles, accumulated amortization | 86,174 | 86,174 | 79,250 | ||||
Income Statement Disclosures [Abstract] | |||||||
Operating revenue | 281,678 | 302,887 | 587,235 | 581,848 | |||
Purchased transportation | 142,069 | 143,436 | 292,667 | 275,987 | |||
Salaries, wages and employee benefits | 63,772 | 63,841 | 133,331 | 123,798 | |||
Operating leases | 17,387 | 16,124 | 35,271 | 31,001 | |||
Depreciation and amortization | 9,413 | 9,227 | 18,747 | 18,515 | |||
Insurance and claims | 7,722 | 11,757 | 17,766 | 19,745 | |||
Fuel expense | 2,519 | 4,467 | 6,532 | 8,582 | |||
Other operating expenses | 24,882 | 24,965 | 53,234 | 51,448 | |||
Total operating expenses | 267,764 | 273,817 | 557,548 | 529,076 | |||
Income tax (benefit) expense | 3,491 | 7,244 | 6,995 | 12,683 | |||
(Loss) income from discontinued operations, net of tax | (6,071) | 1,086 | (9,112) | 1,806 | |||
Discontinued Operations [Member] | |||||||
Balance Sheet Disclosures [Abstract] | |||||||
Cash and cash equivalents | 0 | 0 | 0 | ||||
Accounts receivable, less allowance of $124 in 2020 and $49 in 2019 | 11,224 | 11,224 | 13,983 | ||||
Other current assets | 647 | 647 | 969 | ||||
Total current assets held for sale | 11,871 | 11,871 | 14,952 | ||||
Property and equipment | 52,046 | 52,046 | 53,166 | ||||
Less accumulated depreciation and amortization | 32,443 | 32,443 | 32,891 | ||||
Total property and equipment, net | 19,603 | 19,603 | 20,275 | ||||
Operating lease, right-of-use asset | 44,110 | 44,110 | 46,487 | ||||
Goodwill | 5,406 | 5,406 | 5,406 | ||||
Other acquired intangibles, net of accumulated amortization of $12,679 in 2020 and $12,359 in 2019 | 2,621 | 2,621 | 2,941 | ||||
Total goodwill and other acquired intangibles, net | 8,027 | 8,027 | 8,347 | ||||
Other assets | 2,853 | 2,853 | 1,595 | ||||
Total noncurrent assets held for sale | 76,704 | ||||||
Accounts payable | 2,732 | 2,732 | 4,575 | ||||
Accrued expenses | 5,163 | 5,163 | 5,668 | ||||
Other current liabilities | 0 | 0 | 2 | ||||
Current portion of operating lease obligations | 15,897 | 15,897 | 14,729 | ||||
Total current liabilities held for sale | 23,792 | 23,792 | 24,974 | ||||
Operating lease obligations, less current portion | 28,385 | 28,385 | 31,847 | ||||
Other long-term liabilities | 3,989 | 3,989 | 2,368 | ||||
Deferred income taxes | 3,951 | 3,951 | 2,728 | ||||
Total noncurrent liabilities held for sale | 36,325 | 36,325 | 36,943 | ||||
Accounts receivable, allowance | 124 | 124 | 49 | ||||
Other acquired intangibles, accumulated amortization | 12,679 | 12,679 | $ 12,359 | ||||
Income Statement Disclosures [Abstract] | |||||||
Operating revenue | 13,974 | 42,869 | 50,926 | 85,379 | |||
Purchased transportation | 3,147 | 11,688 | 12,683 | 23,151 | |||
Salaries, wages and employee benefits | 8,394 | 16,437 | 25,507 | 32,842 | |||
Operating leases | 4,966 | 4,202 | 10,646 | 8,498 | |||
Depreciation and amortization | 362 | 1,454 | 1,657 | 2,993 | |||
Insurance and claims | 1,287 | 1,472 | 3,013 | 2,856 | |||
Fuel expense | 413 | 1,462 | 1,740 | 2,955 | |||
Other operating expenses | 3,495 | 4,674 | 7,841 | 9,572 | |||
Total operating expenses | 22,064 | 41,389 | 63,087 | 82,867 | |||
(Loss) income from discontinued operations before income taxes | (8,090) | 1,480 | (12,161) | 2,512 | |||
Income tax (benefit) expense | (2,019) | 394 | (3,049) | 706 | |||
(Loss) income from discontinued operations, net of tax | $ (6,071) | $ 1,086 | $ (9,112) | $ 1,806 | |||
Discontinued Operations [Member] | Pool Distribution [Member] | |||||||
Reporting Unit, Percentage of Fair Value in Excess of Carrying Amount | 5.00% | 5.00% | |||||
Continuing Operations [Member] | |||||||
Number of principal reporting segments | 2 |
Acquisitions and Long-Lived A_3
Acquisitions and Long-Lived Assets - Expedited Freight Acquisitions (Details) $ in Thousands | Apr. 21, 2019USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Jan. 12, 2020USD ($) | Dec. 31, 2019 |
Segment Reporting Information [Line Items] | ||||||
Payments on earn-out liability | $ 5,284 | $ 0 | ||||
Change in fair value of earn-out liability | (2,702) | $ 0 | ||||
Linn Star [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Business Acquisition, Cash Paid | $ 57,239 | |||||
Number of additional locations | 20 | |||||
FSA [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Business Acquisition, Cash Paid | $ 27,000 | |||||
Business Combination, Contingent Consideration, Liability | $ 15,000 | $ 3,784 | 3,784 | |||
Period of years which earnout is calculated | 2 years | |||||
Business Combination, Contingent Consideration, Liability, Current | $ 11,803 | |||||
Payments on earn-out liability | $ 5,284 | |||||
Change in fair value of earn-out liability | $ 2,108 | |||||
Risk Free Interest Rate [Member] | FSA [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Business Combination, Contingent Consideration, Liability, Measurement Input Percentage | 2.90% | 2.20% | 2.20% | 2.20% | ||
Revenue Discount Rate [Member] | FSA [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Business Combination, Contingent Consideration, Liability, Measurement Input Percentage | 4.40% | 3.20% | 3.20% | 4.40% | ||
Revenue Volatility [Member] | FSA [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Business Combination, Contingent Consideration, Liability, Measurement Input Percentage | 3.00% | 6.00% | 6.00% | 5.00% |
Acquisitions and Long-Lived A_4
Acquisitions and Long-Lived Assets - Intermodal Acquisitions (Details) $ in Thousands | Jul. 14, 2019USD ($) |
OST [Member] | |
Business Acquisition, Cash Paid | $ 12,000 |
Acquisitions and Long-Lived A_5
Acquisitions and Long-Lived Assets - Allocations of Purchase Price (Details) - USD ($) $ in Thousands | Jan. 12, 2020 | Jul. 14, 2019 | Apr. 21, 2019 | Jun. 30, 2020 | Dec. 31, 2019 |
Operating lease, right-of-use asset | $ 123,925 | $ 105,170 | |||
Goodwill | 240,933 | $ 215,699 | |||
Finance Lease, Liability | 5,945 | ||||
FSA [Member] | |||||
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 | ||||
Operating lease, right-of-use asset | 3,209 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Total Liabilities Assumed, Total Tangible Assets | 4,942 | ||||
Goodwill | 19,963 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 38,763 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 43,705 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities | 8,466 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities | 5,030 | ||||
Operating Lease, Liability | 3,209 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 16,705 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 27,000 | ||||
OST [Member] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | $ 10,371 | ||||
Operating lease, right-of-use asset | 1,672 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Total Liabilities Assumed, Total Tangible Assets | 12,043 | ||||
Goodwill | 2,050 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 8,600 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 20,643 | ||||
Finance Lease, Liability | 6,971 | ||||
Operating Lease, Liability | 1,672 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 8,643 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 12,000 | ||||
Linn Star [Member] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 1,308 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 1,182 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 605 | ||||
Operating lease, right-of-use asset | 10,011 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Total Liabilities Assumed, Total Tangible Assets | 13,106 | ||||
Goodwill | 25,234 | $ 25,234 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 55,484 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 68,590 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities | 1,340 | ||||
Operating Lease, Liability | 10,011 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 11,351 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 57,239 | ||||
Noncompete Agreements [Member] | FSA [Member] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 900 | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 5 years | ||||
Noncompete Agreements [Member] | OST [Member] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 850 | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 3 years | ||||
Noncompete Agreements [Member] | Linn Star [Member] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 450 | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 1 year | ||||
Customer Relationships [Member] | FSA [Member] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 17,900 | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 15 years | ||||
Customer Relationships [Member] | OST [Member] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 5,700 | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | ||||
Customer Relationships [Member] | Linn Star [Member] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 29,800 | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 15 years |
Acquisitions and Long-Lived A_6
Acquisitions and Long-Lived Assets - Goodwill and Other Long-Lived Assets (Details) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2020USD ($) | Jan. 12, 2020USD ($) | Dec. 31, 2019USD ($) | |
Number of Reporting Units | 4 | ||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | $ 161,789 | ||
Goodwill, Gross | 266,619 | $ 241,385 | |
Goodwill, Impaired, Accumulated Impairment Loss | (25,686) | (25,686) | |
Goodwill | $ 240,933 | 215,699 | |
Expedited LTL [Member] | |||
Reporting Unit, Percentage of Fair Value in Excess of Carrying Amount | 421.60% | ||
Discount Rate | 10.50% | ||
Terminal Growth Rate | 4.00% | ||
Goodwill, Gross | $ 97,593 | 97,593 | |
Truckload [Member] | |||
Reporting Unit, Percentage of Fair Value in Excess of Carrying Amount | 65.70% | ||
Discount Rate | 13.50% | ||
Terminal Growth Rate | 4.00% | ||
Goodwill, Gross | $ 45,164 | 45,164 | |
Goodwill, Impaired, Accumulated Impairment Loss | $ (25,686) | (25,686) | |
Final Mile [Member] | |||
Reporting Unit, Percentage of Fair Value in Excess of Carrying Amount | 118.50% | ||
Discount Rate | 13.50% | ||
Terminal Growth Rate | 4.00% | ||
Goodwill, Gross | $ 45,197 | 19,963 | |
Intermodal [Member] | |||
Reporting Unit, Percentage of Fair Value in Excess of Carrying Amount | 49.40% | ||
Discount Rate | 13.50% | ||
Terminal Growth Rate | 4.00% | ||
Goodwill, Gross | $ 78,665 | $ 78,665 | |
Linn Star [Member] | |||
Goodwill | $ 25,234 | $ 25,234 |
Share-Based Payments - Stock Op
Share-Based Payments - Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |
Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercised (in shares) | (18) | ||
Share-based compensation expense | $ 5,507 | $ 5,910 | |
Share-based Payment Arrangement, 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 | ||
Continuing Operations [Member] | Share-based Payment Arrangement, Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected dividend yield (in hundredths) | 1.10% | ||
Expected stock price volatility | 24.10% | ||
Weighted Average Risk Free Interest Rate | 1.50% | ||
Expected life of options (in years) | 5 years 10 months 24 days | ||
Weighted-average fair value of options (dollars per share) | $ 14.79 | ||
Outstanding, beginning of period (in shares) | 417 | ||
Granted (in shares) | 36 | ||
Forfeited (in shares) | (4) | ||
Outstanding, end of period (in shares) | 449 | ||
Exercisable, end of period (in shares) | 317 | ||
Outstanding, beginning of period (in dollars per share) | $ 53 | ||
Grants in Period (in dollars per share) | 66 | ||
Forfeited in period (in dollars per share) | 60 | ||
Outstanding, end of period (in dollars per share) | 54 | ||
Exercisable, end of period (in dollars per share) | $ 51 | ||
Aggregate Intrinsic Value Outstanding, end of period | $ 247 | ||
Aggregate Intrinsic Value Exercisable, end of period | $ 1,379 | ||
Weighted-average remaining contractual term Outstanding, end of period (in years) | 3 years 10 months 24 days | ||
Weighted-average remaining contractual term Exercisable, end of period (in years) | 3 years 3 months 18 days | ||
Share-based compensation expense | $ 600 | 829 | |
Tax benefit related to share-based expense | 153 | 212 | |
Unrecognized share-based compensation, net of estimated forfeitures | $ 1,348 | 2,316 | |
Weighted average period over which unrecognized compensation will be recognized (years) | 1 year 7 months 6 days | ||
Discontinued Operations [Member] | Share-based Payment Arrangement, Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding, beginning of period (in shares) | 14 | ||
Outstanding, end of period (in shares) | 14 | ||
Exercisable, end of period (in shares) | 12 | ||
Outstanding, beginning of period (in dollars per share) | $ 52 | ||
Outstanding, end of period (in dollars per share) | 52 | ||
Exercisable, end of period (in dollars per share) | $ 52 | ||
Aggregate Intrinsic Value Outstanding, end of period | $ 37 | ||
Aggregate Intrinsic Value Exercisable, end of period | $ 41 | ||
Weighted-average remaining contractual term Outstanding, end of period (in years) | 3 years 3 months 18 days | ||
Weighted-average remaining contractual term Exercisable, end of period (in years) | 3 years 2 months 12 days | ||
Share-based compensation expense | $ 11 | 21 | |
Tax benefit related to share-based expense | 3 | 5 | |
Unrecognized share-based compensation, net of estimated forfeitures | $ 11 | $ 42 | |
Weighted average period over which unrecognized compensation will be recognized (years) | 7 months 6 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, 2020USD ($)$ / sharesshares | Jun. 30, 2019USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ | $ 5,507 | $ 5,910 |
Employee Non-vested Shares [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grants, vesting period (in years) | 3 years | |
Continuing Operations [Member] | Employee Non-vested Shares [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding and non-vested, beginning of period (in shares) | shares | 264 | |
Stock Issued During Period, Shares, Restricted Stock Award, Gross | shares | 111 | |
Shares Vested in Period | shares | (140) | |
Shares Forfeited in Period | shares | (13) | |
Outstanding and non-vested, end of period (in shares) | shares | 222 | |
Outstanding and non-vested, weighted-average grant date fair value, beginning of period | $ / shares | $ 58 | |
Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | 66 | |
Vested in Period, Weighed-average grant date fair value | $ / shares | 57 | |
Forfeited in period (in dollars per share) | $ / shares | 62 | |
Outstanding and non-vested, weighted-average grant date fair value, end of period | $ / shares | $ 63 | |
Outstanding and non-vested, aggregate grant date fair value | $ | $ 13,964 | |
Share-based compensation expense | $ | 3,727 | 3,960 |
Tax benefit related to share-based expense | $ | 950 | 1,010 |
Unrecognized share-based compensation, net of estimated forfeitures | $ | $ 11,019 | 12,635 |
Weighted average period over which unrecognized compensation will be recognized (years) | 2 years | |
Discontinued Operations [Member] | Employee Non-vested Shares [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding and non-vested, beginning of period (in shares) | shares | 13 | |
Stock Issued During Period, Shares, Restricted Stock Award, Gross | shares | 6 | |
Shares Vested in Period | shares | (8) | |
Shares Forfeited in Period | shares | 0 | |
Outstanding and non-vested, end of period (in shares) | shares | 11 | |
Outstanding and non-vested, weighted-average grant date fair value, beginning of period | $ / shares | $ 58 | |
Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | 63 | |
Vested in Period, Weighed-average grant date fair value | $ / shares | 58 | |
Forfeited in period (in dollars per share) | $ / shares | 0 | |
Outstanding and non-vested, weighted-average grant date fair value, end of period | $ / shares | $ 61 | |
Outstanding and non-vested, aggregate grant date fair value | $ | $ 678 | |
Share-based compensation expense | $ | 201 | 182 |
Tax benefit related to share-based expense | $ | 51 | 46 |
Unrecognized share-based compensation, net of estimated forfeitures | $ | $ 552 | $ 557 |
Weighted average period over which unrecognized compensation will be recognized (years) | 2 years 1 month 6 days |
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, 2020 | Jun. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 5,507 | $ 5,910 |
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 shares attainable based on total shareholder return targets | 0.00% | |
Minimum percentage of peer group by which Company share price must outperform before incremental performance shares are issued | 25.00% | |
Maximum percentage of shares attainable based on total shareholder return targets | 200.00% | |
Percentage of Peer Group By Which Company Share Price Must Outperform Before Maximum Incremental Shares Are Issued | 90.00% | |
Expected Stock Price Volatility Rate | 23.50% | 23.40% |
Weighted Average Risk Free Interest Rate | 1.40% | 2.50% |
Continuing Operations [Member] | Key Employee Performance Share Based Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding and non-vested, beginning of period (in shares) | 58 | |
Grants in Period | 38 | |
Additional Shares Awarded Based on Performance, Shares Issued in Period | 13 | |
Shares Vested in Period | (33) | |
Shares Forfeited in Period | (11) | |
Outstanding and non-vested, end of period (in shares) | 65 | |
Outstanding and non-vested, weighted-average grant date fair value, beginning of period | $ 62 | |
Grants in Period, Weighted Average Grant Date Fair Value | 69 | |
Stock Issued During Period, Weighted Average Grant Date Fair Value | 51 | |
Vested in Period, Weighed-average grant date fair value | 51 | |
Forfeited in Period, Weighted Average Grant Date Fair Value | 66 | |
Outstanding and non-vested, weighted-average grant date fair value, end of period | $ 68 | |
Outstanding and non-vested, aggregate grant date fair value | $ 4,425 | |
Share-based compensation expense | 794 | $ 682 |
Tax benefit related to share-based expense | 202 | 174 |
Unrecognized share-based compensation, net of estimated forfeitures | $ 2,837 | 2,299 |
Weighted average period over which unrecognized compensation will be recognized (years) | 2 years 3 months 18 days | |
Discontinued Operations [Member] | Key Employee Performance Share Based Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding and non-vested, beginning of period (in shares) | 4 | |
Grants in Period | 2 | |
Additional Shares Awarded Based on Performance, Shares Issued in Period | 1 | |
Shares Vested in Period | (2) | |
Shares Forfeited in Period | 0 | |
Outstanding and non-vested, end of period (in shares) | 5 | |
Outstanding and non-vested, weighted-average grant date fair value, beginning of period | $ 62 | |
Grants in Period, Weighted Average Grant Date Fair Value | 69 | |
Stock Issued During Period, Weighted Average Grant Date Fair Value | 51 | |
Vested in Period, Weighed-average grant date fair value | 51 | |
Forfeited in Period, Weighted Average Grant Date Fair Value | 0 | |
Outstanding and non-vested, weighted-average grant date fair value, end of period | $ 66 | |
Outstanding and non-vested, aggregate grant date fair value | $ 275 | |
Share-based compensation expense | 48 | 35 |
Tax benefit related to share-based expense | 12 | 9 |
Unrecognized share-based compensation, net of estimated forfeitures | $ 165 | $ 137 |
Weighted average period over which unrecognized compensation will be recognized (years) | 2 years 1 month 6 days |
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, 2020USD ($)$ / sharesshares | Jun. 30, 2019USD ($)$ / sharesshares | |
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | ||
Share-based compensation expense | $ | $ 5,507 | $ 5,910 |
Employee Stock Purchase Plan [Member] | ||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | ||
Number of Shares Authorized (in shares) | shares | 350 | |
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 | |
Continuing Operations [Member] | Employee Stock Purchase Plan [Member] | ||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | ||
Share-based compensation expense | $ | $ 30 | $ 46 |
Stock Issued During Period, Shares, Employee Stock Purchase Plans (in shares) | shares | 6 | 4 |
Share-based Compensation Arrangement by Share-based Payment Award, Per Share Weighted Average Price of Shares Purchased (in dollars per share) | $ 45 | $ 49 |
Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share) | $ 5 | $ 10 |
Discontinued Operations [Member] | Employee Stock Purchase Plan [Member] | ||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | ||
Share-based compensation expense | $ | $ 3 | $ 6 |
Stock Issued During Period, Shares, Employee Stock Purchase Plans (in shares) | shares | 1 | 1 |
Share-based Compensation Arrangement by Share-based Payment Award, Per Share Weighted Average Price of Shares Purchased (in dollars per share) | $ 45 | $ 49 |
Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share) | $ 5 | $ 10 |
Share-Based Payments - Non-empl
Share-Based Payments - Non-employee Director Non-vested Shares (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 1 Months Ended | 6 Months Ended | |
May 31, 2016 | Jun. 30, 2020 | Jun. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 5,507 | $ 5,910 | |
Nonemployee Director Nonvested Shares Granted Member | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Additional Shares Authorized | 160 | ||
Number of Shares Authorized | 360 | ||
Number of Shares Available for Grant | 92 | ||
Continuing Operations [Member] | Nonemployee Director Nonvested Shares Granted Member | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding and non-vested, beginning of period (in shares) | 16 | ||
Grants in Period | 24 | ||
Shares Vested in Period | (16) | ||
Outstanding and non-vested, end of period (in shares) | 24 | ||
Outstanding and non-vested, weighted-average grant date fair value, beginning of period | $ 62 | ||
Grants in Period, Weighted Average Grant Date Fair Value | 43 | ||
Vested in Period, Weighed-average grant date fair value | 62 | ||
Outstanding and non-vested, weighted-average grant date fair value, end of period | $ 43 | ||
Outstanding and non-vested, aggregate grant date fair value | $ 1,035 | ||
Share-based compensation expense | 506 | 483 | |
Tax benefit related to share-based expense | 129 | 123 | |
Unrecognized share-based compensation, net of estimated forfeitures | $ 896 | $ 784 | |
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, 2020USD ($) | Jun. 30, 2019USD ($) | Apr. 16, 2020USD ($) | |
Debt Instrument [Line Items] | |||
Proceeds from senior credit facility | $ 65,000 | $ 10,000 | |
Letters of Credit Outstanding, Amount | $ 15,367 | ||
Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility Term, In Years | 5 | ||
Line of Credit Facility, Current Borrowing Capacity | $ 225,000 | ||
Additional borrowing capacity of credit facility | 25,000 | ||
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 | 0.25% | ||
Debt Instrument, Basis Spread on Variable Rate, Maximum | 0.75% | ||
Proceeds from senior credit facility | $ 132,500 | ||
Available borrowing capacity | $ 77,133 | ||
Line of Credit Facility, Interest Rate at Period End | 3.25% | ||
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 | $ 15,367 | ||
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] | |||
Line of Credit Facility, Interest Rate, Minimum | 3.00% | ||
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, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Earnings Per Share, Basic, Two Class Method [Abstract] | ||||
Net income and comprehensive income from continuing operations | $ 9,225 | $ 21,244 | $ 20,641 | $ 38,931 |
Net (loss) income and comprehensive (loss) income from discontinued operations, Net of Tax, Attributable to Parent | (6,071) | 1,086 | (9,112) | 1,806 |
Net income attributable to Forward Air shareholders | 3,154 | 22,330 | 11,529 | 40,737 |
Income allocated to participating securities | (13) | (251) | (83) | (459) |
Numerator for basic and diluted net income per share for continuing operations | 9,212 | 20,993 | 20,558 | 38,472 |
Numerator for basic and diluted net (loss) income per share for discontinued operations | $ (6,071) | $ 1,086 | $ (9,112) | $ 1,806 |
Denominator for basic income per share - weighted-average shares | 27,695 | 28,268 | 28,424 | 28,421 |
Denominator for diluted income per share - adjusted weighted-average shares | 27,726 | 28,373 | 28,491 | 28,531 |
Basic net income (loss) per share: | ||||
Continuing operations (in dollars per share) | $ 0.33 | $ 0.74 | $ 0.72 | $ 1.35 |
Discontinued operations (in dollars per share) | (0.22) | 0.04 | (0.31) | 0.07 |
Net income per share (in dollars per share) | 0.11 | 0.78 | 0.41 | 1.42 |
Diluted net income (loss) per share: | ||||
Continuing operations (in dollars per share) | 0.33 | 0.74 | 0.72 | 1.35 |
Discontinued operations (in dollars per share) | (0.22) | 0.04 | (0.32) | 0.06 |
Net income per share (in dollars per share) | $ 0.11 | $ 0.78 | $ 0.40 | $ 1.41 |
Total number anti-dilutive options, non-vested shares, and performance shares excluded from income per diluted share computation | 342 | 194 | ||
Equity Option [Member] | ||||
Earnings Per Share, Basic, Two Class Method [Abstract] | ||||
Effect of dilutive stock options and non-vested shares | 13 | 77 | 35 | 76 |
Diluted net income (loss) per share: | ||||
Total number anti-dilutive options, non-vested shares, and performance shares excluded from income per diluted share computation | 218 | 194 | ||
Key Employee Performance Share Based Plan [Member] | ||||
Earnings Per Share, Basic, Two Class Method [Abstract] | ||||
Effect of dilutive stock options and non-vested shares | 18 | 28 | 32 | 34 |
Diluted net income (loss) per share: | ||||
Total number anti-dilutive options, non-vested shares, and performance shares excluded from income per diluted share computation | 29 | |||
Nonvested Shares and Deferred Stock Units [Member] | ||||
Diluted net income (loss) per share: | ||||
Total number anti-dilutive options, non-vested shares, and performance shares excluded from income per diluted share computation | 95 |
Income Taxes (Details)
Income Taxes (Details) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Effective statutory federal income tax rate | 21.00% | 21.00% |
Continuing Operations [Member] | ||
Effective Income Tax Rate, Continuing Operations | 25.30% | 24.60% |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jan. 12, 2020 | |
Finance lease, minimum remaining years in lease term | 2 years | |
Finance lease, maximum remaining years in lease term | 7 years | |
Linn Star [Member] | ||
Operating Lease, Liability | $ 10,011 | |
Facility Lease [Member] | ||
Operating lease, minimum years in renewal option | 1 year | |
Operating lease, maximum years in renewal option | 10 years | |
Equipment Lease [Member] | ||
Operating leases, minimum term of equipment leases | 2 years | |
Operating leases, maximum term of equipment leases | 6 years | |
Operating lease, minimum years in renewal option | 1 year | |
Operating lease, maximum years in renewal option | 3 years | |
Operating leases, minimum term of future equiment leases | 3 years | |
Operating leases, maximum term of future equiment leases | 4 years |
Financial Instruments (Details)
Financial Instruments (Details) $ in Thousands | Jun. 30, 2020USD ($) |
Concentration Risk [Line Items] | |
Letters of Credit Outstanding, Amount | $ 15,367 |
Financial Instruments - Fair Va
Financial Instruments - Fair Value (Details) $ in Thousands | Jun. 30, 2020USD ($) |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Finance Lease, Liability | $ 5,945 |
Carrying Value | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Finance Lease, Liability | $ 5,626 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||||
Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Feb. 05, 2019 | Jul. 21, 2016 | |
Shareholders' Equity [Line Items] | ||||||||||
Dividends per share (in dollars per share) | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.36 | $ 0.36 | ||||
Stock Repurchased and Retired During Period, Shares | 407,000 | 268,000 | 637,000 | |||||||
Stock Repurchased and Retired During Period, In Total Dollars | $ 24,436 | $ 15,259 | $ 38,617 | |||||||
Repurchase of Common Stock, Average Cost Per Share | $ 60.05 | $ 56.93 | $ 60.65 | |||||||
Common Stock [Member] | ||||||||||
Shareholders' Equity [Line Items] | ||||||||||
Dividends per share (in dollars per share) | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.18 | ||||
2016 Stock Repurchase Plan [Member] | ||||||||||
Shareholders' Equity [Line Items] | ||||||||||
Stock Repurchase Program, Number of Shares Authorized to be Repurchased | 3,000,000 | |||||||||
Stock Repurchased and Retired During Period, Shares | 68,000 | |||||||||
Stock Repurchased and Retired During Period, In Total Dollars | $ 3,850 | |||||||||
Repurchase of Common Stock, Average Cost Per Share | $ 56.97 | |||||||||
Stock Repurchase Program, Remaining Number of Shares Authorized to be Repurchased | 0 | 0 | ||||||||
2019 Stock Repurchase Plan [Member] | ||||||||||
Shareholders' Equity [Line Items] | ||||||||||
Stock Repurchase Program, Number of Shares Authorized to be Repurchased | 5,000,000 | |||||||||
Stock Repurchased and Retired During Period, Shares | 407,000 | 268,000 | 569,000 | |||||||
Stock Repurchased and Retired During Period, In Total Dollars | $ 24,436 | $ 15,259 | $ 34,767 | |||||||
Repurchase of Common Stock, Average Cost Per Share | $ 60.05 | $ 56.93 | $ 61.08 | |||||||
Stock Repurchase Program, Remaining Number of Shares Authorized to be Repurchased | 3,887,000 | 3,887,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | 3 Months Ended |
Jun. 30, 2020USD ($) | |
Loss Contingencies [Line Items] | |
Self-insurance retention liability | $ 7,500 |
Purchase Commitment, Remaining Minimum Amount Committed | 288 |
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, 2020USD ($) | Mar. 31, 2020 | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Dec. 31, 2019USD ($) | |
Segment Reporting Information [Line Items] | ||||||
Number of reportable segments | 2 | 3 | 2 | |||
Expedited Freight revenue | $ 235,658 | $ 253,286 | $ 489,287 | $ 478,944 | ||
Interest expense | 1,198 | 581 | 2,051 | 1,156 | ||
Income (loss) from operations | 13,914 | 29,070 | 29,687 | 52,772 | ||
Total assets | 1,072,499 | 1,072,499 | $ 990,878 | |||
Capital expenditures | 14,214 | 14,214 | ||||
Expedited Freight [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
External revenues | 235,417 | 252,468 | 488,560 | 477,421 | ||
Intersegment revenues | 241 | 818 | 727 | 1,523 | ||
Depreciation | 5,009 | 6,399 | 9,916 | 13,005 | ||
Amortization | 1,731 | 1,081 | 3,519 | 1,927 | ||
Share-based compensation expense | 2,062 | 2,391 | 4,729 | 4,560 | ||
Interest expense | 3 | 2 | 6 | 4 | ||
Income (loss) from operations | 11,753 | 28,187 | 26,933 | 49,093 | ||
Total assets | 912,814 | 687,570 | 912,814 | 687,570 | ||
Capital expenditures | 11,545 | 11,761 | 13,950 | 13,999 | ||
Intermodal [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
External revenues | 46,420 | 50,522 | 98,875 | 104,619 | ||
Intersegment revenues | 8 | 17 | 13 | 35 | ||
Depreciation | 1,081 | 463 | 2,134 | 932 | ||
Amortization | 1,567 | 1,330 | 3,135 | 2,737 | ||
Share-based compensation expense | 472 | 443 | 861 | 974 | ||
Interest expense | 59 | 113 | 2 | |||
Income (loss) from operations | 4,413 | 5,245 | 8,126 | 11,426 | ||
Total assets | 212,923 | 187,815 | 212,923 | 187,815 | ||
Capital expenditures | 18 | 142 | 264 | 215 | ||
Elimination [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Intersegment revenues | (408) | (938) | (940) | (1,750) | ||
Depreciation | 25 | (46) | 43 | (86) | ||
Share-based compensation expense | (105) | 211 | (83) | 376 | ||
Interest expense | 1,136 | 579 | 1,932 | 1,150 | ||
Income (loss) from operations | (2,252) | (4,362) | (5,372) | (7,747) | ||
Total assets | (139,702) | (20,530) | (139,702) | (20,530) | ||
Network revenue [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Expedited Freight revenue | 134,173 | 172,491 | 286,182 | 333,841 | ||
Truckload revenue [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Expedited Freight revenue | 41,857 | 48,624 | 89,384 | 96,309 | ||
Final Mile revenue [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Expedited Freight revenue | 53,427 | 24,957 | 101,229 | 34,714 | ||
Other revenue [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Expedited Freight revenue | 6,201 | 7,214 | $ 12,492 | 14,080 | ||
Continuing Operations [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Number of reportable segments | 2 | |||||
External revenues | 281,837 | 302,990 | $ 587,435 | 582,040 | ||
Intersegment revenues | (159) | (103) | (200) | (192) | ||
Depreciation | 6,115 | 6,816 | 12,093 | 13,851 | ||
Amortization | 3,298 | 2,411 | 6,654 | 4,664 | ||
Share-based compensation expense | 2,429 | 3,045 | 5,507 | 5,910 | ||
Interest expense | 1,198 | 581 | 2,051 | 1,156 | ||
Income (loss) from operations | 13,914 | 29,070 | 29,687 | 52,772 | ||
Total assets | 986,035 | 854,855 | 986,035 | 854,855 | ||
Capital expenditures | $ 11,563 | $ 11,903 | $ 14,214 | $ 14,214 |