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8-K - FORM 8-K - FORWARD AIR CORPform8-kq32015earningsrelea.htm
EX-99.2 - EXHIBIT 99.2 - FORWARD AIR CORPexhibit992q32015fahistoric.htm


NEWS RELEASE
FORWARD AIR CORPORATION REPORTS
THIRD QUARTER 2015 RESULTS
TOWNE AIR INTEGRATION SUBSTANTIALLY COMPLETE


GREENEVILLE, Tenn.- (BUSINESS WIRE) - October 21, 2015 - Forward Air Corporation (NASDAQ:FWRD) today reported operating revenue, income from operations, net income and diluted earnings per share for the three and nine months ended September 30, 2015.

Operating revenue for the quarter ended September 30, 2015 increased 22.6% to $247.1 million from $201.5 million for the same quarter in 2014. Income from operations was $24.6 million, compared to $26.9 million in the prior-year quarter. Net income during the period was $15.7 million compared to $16.7 million in the third quarter of 2014. Net income per diluted share for the third quarter of 2015 was $0.50 compared to $0.54 in the prior-year quarter.

There are approximately $3.9 million in Towne Air related integration costs included in our third quarter 2015 results. Excluding these costs, our adjusted income from operations would have been $28.5 million, compared with $26.7 million in the prior-year quarter, adjusted net income for the period would have been $18.1 million compared to $16.7 million in the prior year quarter and our adjusted income per diluted share would have been $0.58 compared to $0.54 a year ago. A reconciliation of these adjusted amounts to the most directly comparable GAAP amounts appears at the end of this press release. On an adjusted basis this is the highest quarterly adjusted income from operations, net income and income per diluted share in the Company’s history.

Operating revenue for the nine months ended September 30, 2015 increased 24.0% to $702.7 million from $566.9 million for the same period in 2014. Income from operations was $52.7 million, compared with $70.8 million in the prior-year period. As a percent of operating revenue, income from operations was 7.5%, compared with 12.5% in the same period last year. Net income during the period was $32.3 million compared to $44.1 million in the prior-year period. Income per diluted share for the nine months ended September 30, 2015 was $1.03 compared with $1.41 in the prior-year period.
 
There are approximately $22.9 million in Towne Air related deal and integration costs included in our results for the nine months ended September 30, 2015. Excluding these costs, our adjusted income from operations was $75.6 million compared with $71.5 million for the same period of 2014, adjusted net income for the period was $46.3 million compared to $44.7 million in 2014, and adjusted income per diluted share was $1.49 compared to $1.43 a year ago.

Bruce A. Campbell, Chairman, President, and CEO, commenting on the third quarter said, “We are happy to report that we exited the third quarter with the integration of Towne Air Freight substantially behind us. Our yield improvement initiatives implemented in September should drive increased profitability in the fourth quarter and throughout next year. These yield improvements should drive approximately $3.0 million in increased profitability in the fourth quarter of 2015 compared to the same period of 2014. Also, during September, we made additional headcount reductions, closed duplicate facilities, reduced dock labor costs and drove more efficient network routing which should produce approximately $1.5 million in additional cost savings in the fourth quarter of 2015 compared to the same period of 2014.”






Commenting further, Mr. Campbell said, “Central States Trucking Company (CST) is our first and final mile intermodal operation and its results are reported within our Forward Air, Inc. segment. Once again, CST delivered an outstanding quarter growing revenues 37%, posting an 87.5% operating ratio and increasing earnings 44%. Also, the CST team has started some very promising green-field operations in select targeted markets and is closing in on some additional tuck-in acquisition opportunities. We continue to be pleased with not only the CST team and their operating results but also CST as an accelerated growth platform.”

Commenting on the Forward Air Solutions (Solutions) operating segment Mr. Campbell said, “Going into peak season, Solutions typically doesn’t have the opportunity to take on new business.  Yet, late in the third quarter, we were awarded $4 million of new business. Also, a large competitor went out of business. As a result, we have at least $5 million of additional business that started coming on board in the third quarter. Preparing for these new volumes was costly as well as time consuming and drove our lower than expected profitability in the third quarter. On a positive note, this new business should have substantial operating leverage for Solutions as it will be layered across our existing route structures.”

Commenting on our Total Quality, Inc. (TQI) segment Mr. Campbell said, “TQI’s struggles continued into the third quarter as our quarterly revenues declined approximately 15% year over year. Recognizing our lack of top line growth and the reasons for it, we identified and hired a new leader for this business, Steve Gilmore. Steve brings a wealth of life science, cold chain and transportation experience with him. We are committed to this business and to our customers and look forward to putting TQI back on a revenue growth trajectory.”
In closing Mr. Campbell said, “Especially given the Towne integration, 2015 has been a very challenging year. More than ever, I appreciate all the hard work on the part of our employees and independent contractors. We should finally realize the full benefit of all of that hard work in the fourth quarter. We fully expect to end 2015 on a high note and continue into 2016 driving the kind of enhanced shareholder value everyone has come to expect of Forward Air.”
Commenting further on the third quarter results was Rodney Bell, Senior Vice President and CFO, “After adding back Towne-related deal costs, we posted $0.58 for the quarter against a guidance midpoint of $0.60. Not included in our guidance was the benefit of approximately $0.03 that resulted from amending prior year tax returns for a technology-related permanent tax deduction. This deduction should result in an additional $3.0 million of tax benefit in the fourth quarter as we amend additional prior year returns. In 2016 and subsequent years, we expect the full year benefit of this credit to be approximately $1.0 million.”
Continuing, Mr. Bell said, “Backing out the $0.03 tax benefit, we posted a $0.05 shortfall to the midpoint of our guidance. Approximately $0.03 and $0.01 per share of that shortfall was due to the lower than expected profitability of Solutions and TQI, respectively. Additionally, we assumed that our Towne integration cost reduction and pricing initiatives would take place earlier in the quarter. Had they taken place as modeled, we would have earned approximately $0.02 per share more on the quarter. Also, the continued decline in the benefit of net fuel surcharges (FSC) was approximately an additional $0.01 drag than we modeled in our guidance. In order to simplify analysis of the quarterly results, we have included an actual to mid-point guidance earnings per share (EPS) bridge within this release.”
Closing with comments on the Company’s fourth quarter guidance Mr. Bell said, “We anticipate our fourth quarter 2015 revenues to increase in a range of 18% to 21% over the comparable 2014 period. Without regard to additional costs of integration, the above described technology tax deduction, or additional declines in our net fuel surcharge we expect income per diluted share to be between $0.62 and $0.66 per share. This compares to $0.55 per share in the fourth quarter of 2014.”






Review of Financial Results

Forward Air will hold a conference call to discuss third quarter 2015 results on Thursday, October 22, 2015 at 9:00 a.m. EDT. The Company's conference call will be available online at www.forwardair.com or by dialing (800) 230-1093. A replay of the conference call will be available at www.forwardair.com beginning shortly after the completion of the live call.

About Forward Air Corporation

Forward Air Corporation operates three business segments: Forward Air, Forward Air Solutions and Total Quality.

Through our Forward Air segment, we provide time-definite surface transportation and related logistics services to the North American expedited ground freight market. Our licensed property broker utilizes qualified motor carriers, including our own, and other third-party transportation companies, to offer our customers local pick-up and delivery (Forward Air Complete®) and scheduled surface transportation of cargo as a cost-effective, reliable alternative to air transportation. We transport cargo that must be delivered at a specific time but is less time-sensitive than traditional air freight. This type of cargo is frequently referred to in the transportation industry as deferred air freight. We also offer our customers an array of logistics and other services including: expedited full truckload (TLX); dedicated fleets; warehousing; customs brokerage; and shipment consolidation, deconsolidation and handling. Also included in the Forward Air segment are the services performed by Central States Trucking Co. and Central States Logistics, Inc. (“CST”), which we acquired in 2014. CST provides intermodal drayage, devanning, transloading and warehousing services.

Forward Air Solutions, which we formed in July 2007, provides pool distribution services throughout the Mid-Atlantic, Southeast, Midwest and Southwest continental United States. Pool distribution involves managing high-frequency, last mile handling and distribution of time-sensitive products to numerous destinations in specific geographic regions. Our primary customers for pool distribution are regional and nationwide distributors and specialty retailers, such as mall, strip mall and outlet-based retail chains.

Total Quality ("TQI"), which we acquired in March 2013, provides maximum security and temperature-controlled logistics services, primarily truckload services, to the life sciences sector (pharmaceutical and biotechnology products). In addition to core pharmaceutical services and other cold chain services, TQI provides truckload and less-than-truckload brokerage transportation services.





Forward Air Corporation
Consolidated Statements of Comprehensive Income
(In thousands, except per share data)
(Unaudited)
 
 
 
 
 
 
 
Three months ended
 
Nine months ended
 
September 30,
2015
 
September 30,
2014
 
September 30,
2015
 
September 30,
2014
Operating revenue
$
247,093

 
$
201,477

 
$
702,705

 
$
566,897

 
 
 
 
 
 
 
 
Operating expenses:
 

 
 

 
 

 
 

Purchased transportation
104,434

 
85,874

 
301,253

 
242,259

Salaries, wages and employee benefits
59,025

 
45,651

 
174,815

 
131,464

Operating leases
17,072

 
8,503

 
51,105

 
25,019

Depreciation and amortization
9,399

 
8,115

 
27,601

 
22,879

Insurance and claims
5,161

 
3,747

 
16,531

 
10,978

Fuel expense
3,826

 
5,012

 
12,034

 
14,990

Other operating expenses
23,575

 
17,669

 
66,608

 
48,537

Total operating expenses
222,492

 
174,571

 
649,947

 
496,126

Income from operations
24,601

 
26,906

 
52,758

 
70,771

 
 
 
 
 
 
 
 
Other income (expense):
 

 
 

 
 

 
 

Interest expense
(554
)
 
(172
)
 
(1,489
)
 
(355
)
Other, net
10

 
(55
)
 
(127
)
 
144

Total other income (expense)
(544
)
 
(227
)
 
(1,616
)
 
(211
)
Income before income taxes
24,057

 
26,679

 
51,142

 
70,560

Income taxes
8,370

 
9,935

 
18,795

 
26,437

Net income and comprehensive income
$
15,687

 
$
16,744

 
$
32,347

 
$
44,123

 
 
 
 
 
 
 
 
Net income per share:
 

 
 

 
 

 
 

Basic
$
0.51

 
$
0.55

 
$
1.04

 
$
1.44

Diluted
$
0.50

 
$
0.54

 
$
1.03

 
$
1.41

 
 
 
 
 
 
 
 
Dividends per share:
$
0.12

 
$
0.12

 
$
0.36

 
$
0.36







Forward Air Corporation
Components of Consolidated Revenue and Purchased Transportation
(In millions)
(Unaudited)
 
 
 
 
 
 
 
 
 
 
Three months ended
 
September 30,
Percent of
 
September 30,
Percent of
 
 
Percent
 
2015
Revenue
 
2014
Revenue
 
Change
Change
Operating Revenue
 
 
 
 
 
 
 
 
Forward Air
 
 
 
 
 
 
 
 
      Airport-to-airport
$
133.7

64.8
 %
 
$
111.4

69.6
 %
 
$
22.3

20.0
 %
      Logistics services
 
 
 
 
 
 
 
 
Expedited full truckload - TLX
28.3

13.7

 
20.0

12.5

 
8.3

41.5

Intermodal/drayage
22.9

11.1

 
15.8

9.9

 
7.1

44.9

Total Logistics services
51.2

24.8

 
35.8

22.4

 
15.4

43.0

      Other Forward Air services
21.4

10.4

 
12.9

8.0

 
8.5

65.9

Forward Air - Total revenue
206.3

83.5

 
160.1

79.4

 
46.2

28.9

TQI - Pharmaceutical services
10.2

4.1

 
12.0

6.0

 
(1.8
)
(15.0
)
Forward Air Solutions - Pool distribution
32.1

13.0

 
30.6

15.2

 
1.5

4.9

Intersegment eliminations
(1.5
)
(0.6
)
 
(1.2
)
(0.6
)
 
(0.3
)
25.0

Consolidated operating revenue
$
247.1

100.0
 %
 
$
201.5

100.0
 %
 
$
45.6

22.6
 %
 
 
 
 
 
 
 
 
 
 
Three months ended
 
September 30,
Percent of
 
September 30,
Percent of
 
 
Percent
 
2015
Revenue
 
2014
Revenue
 
Change
Change
Purchased Transportation
 
 
 
 
 
 
 
 
Forward Air
 
 
 
 
 
 
 
 
      Airport-to-airport
$
56.9

42.6
 %
 
$
47.7

42.8
 %
 
$
9.2

19.3
 %
      Logistics services
 
 
 
 
 
 
 
 
Expedited full truckload - TLX
20.7

73.1

 
15.0

75.0

 
5.7

38.0

Intermodal/drayage
8.3

36.2

 
6.0

38.0

 
2.3

38.3

Total Logistics services
29.0

56.6

 
21.0

58.7

 
8.0

38.1

      Other Forward Air services
6.1

28.5

 
3.2

24.8

 
2.9

90.6

Forward Air - Total purchased transportation
92.0

44.6

 
71.9

44.9

 
20.1

28.0

TQI - Pharmaceutical services
4.6

45.1

 
6.0

50.0

 
(1.4
)
(23.3
)
Forward Air Solutions - Pool distribution
8.8

27.4

 
8.8

28.8

 


Intersegment eliminations
(1.0
)
66.7

 
(0.8
)
66.7

 
(0.2
)
25.0

Consolidated purchased transportation
$
104.4

42.2
 %
 
$
85.9

42.6
 %
 
$
18.5

21.5
 %






Forward Air Corporation
Components of Consolidated Revenue and Purchased Transportation
(In millions)
(Unaudited)
 
 
 
 
 
 
 
 
 
 
Nine months ended

September 30,
Percent of

September 30,
Percent of


Percent

2015
Revenue

2014
Revenue

Change
Change
Operating Revenue








Forward Air








      Airport-to-airport
$
387.9

66.1
 %

$
317.1

70.7
 %

$
70.8

22.3
 %
      Logistics services








Expedited full truckload - TLX
79.1

13.5


56.6

12.6


22.5

39.8

Intermodal/drayage
62.6

10.7


39.1

8.7


23.5

60.1

Total Logistics services
141.7

24.2


95.7

21.3


46.0

48.1

      Other Forward Air services
56.8

9.7


35.7

8.0


21.1

59.1

Forward Air - Total revenue
586.4

83.5


448.5

79.1


137.9

30.7

TQI - Pharmaceutical services
33.3

4.7


36.8

6.5


(3.5
)
(9.5
)
Forward Air Solutions - Pool distribution
87.0

12.4


84.9

15.0


2.1

2.5

Intersegment eliminations
(4.0
)
(0.6
)

(3.3
)
(0.6
)

(0.7
)
21.2

Consolidated operating revenue
$
702.7

100.0
 %

$
566.9

100.0
 %

$
135.8

24.0
 %
 
 
 
 
 
 
 
 
 
 
Nine months ended

September 30,
Percent of

September 30,
Percent of


Percent

2015
Revenue

2014
Revenue

Change
Change
Purchased Transportation








Forward Air








      Airport-to-airport
$
168.1

43.3
 %

$
133.2

42.0
 %

$
34.9

26.2
 %
      Logistics services








Expedited full truckload - TLX
57.2

72.3


43.4

76.7


13.8

31.8

Intermodal/drayage
23.0

36.7


15.9

40.7


7.1

44.7

Total Logistics services
80.2

56.6


59.3

62.0


20.9

35.2

      Other Forward Air services
16.3

28.7


8.8

24.6


7.5

85.2

Forward Air - Total purchased transportation
264.6

45.1


201.3

44.9


63.3

31.4

TQI - Pharmaceutical services
15.7

47.1


18.7

50.8


(3.0
)
(16.0
)
Forward Air Solutions - Pool distribution
23.8

27.4


24.6

29.0


(0.8
)
(3.3
)
Intersegment eliminations
(2.8
)
70.0


(2.4
)
72.7


(0.4
)
16.7

Consolidated purchased transportation
$
301.3

42.9
 %

$
242.2

42.7
 %

$
59.1

24.4
 %







Forward Air Corporation
Consolidated Balance Sheets
(In thousands)
(Unaudited)
 
September 30,
2015
 
December 31, 2014 (a)
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
47,444

 
$
41,429

Accounts receivable, net
114,674

 
95,326

Other current assets
23,579

 
13,200

Total current assets
185,697

 
149,955

 
 
 
 
Property and equipment
322,681

 
305,188

Less accumulated depreciation and amortization
150,180

 
132,699

Net property and equipment
172,501

 
172,489

Goodwill and other acquired intangibles:
 

 
 

Goodwill
206,899

 
144,412

Other acquired intangibles, net of accumulated amortization
130,531

 
72,705

Total net goodwill and other acquired intangibles
337,430

 
217,117

Other assets
3,037

 
2,244

Total assets
$
698,665

 
$
541,805

 
 
 
 
Liabilities and Shareholders’ Equity
 

 
 

Current liabilities:
 

 
 

Accounts payable
$
27,435

 
$
20,572

Accrued expenses
29,691

 
22,583

Current portion of debt and capital lease obligations
55,898

 
276

Total current liabilities
113,024

 
43,431

 
 
 
 
Debt and capital lease obligations, less current portion
42,830

 
1,275

Other long-term liabilities
12,198

 
8,356

Deferred income taxes
38,257

 
25,180

 
 

 
 

Shareholders’ equity:
 

 
 

Common stock
306

 
303

Additional paid-in capital
152,700

 
130,107

Retained earnings
339,350

 
333,153

Total shareholders’ equity
492,356

 
463,563

Total liabilities and shareholders’ equity
$
698,665

 
$
541,805

 
 
 
 
(a) Taken from audited financial statements, which are not presented in their entirety.






Forward Air Corporation
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
 
 
 
Three months ended

September 30,
2015

September 30, 2014
Operating activities:



Net income
$
15,687


$
16,744

Adjustments to reconcile net income to net cash provided by operating activities





Depreciation and amortization
9,399


8,115

Share-based compensation
1,886


1,676

Loss (gain) on disposal of property and equipment
30


(329
)
Provision for loss on receivables
380


46

Provision for revenue adjustments
1,549


646

Deferred income tax
6,044


156

Excess tax benefit for stock options exercised


353

Changes in operating assets and liabilities





Accounts receivable
5,753


(3,148
)
Prepaid expenses and other current assets
1,679


1,032

Accounts payable and accrued expenses
(3,654
)

587

Net cash provided by operating activities
38,753


25,878







Investing activities:





Proceeds from disposal of property and equipment
577


1,120

Purchases of property and equipment
(6,579
)

(3,681
)
Acquisition of business, net of cash acquired


(1,350
)
Other
(33
)

246

Net cash used in investing activities
(6,035
)

(3,665
)






Financing activities:





Payments of debt and capital lease obligations
(14,104
)

(84
)
Proceeds from exercise of stock options


1,503

Payments of cash dividends
(3,700
)

(3,662
)
Repurchase of common stock (repurchase program)
(9,996
)
 
(19,987
)
Cash settlement of share-based awards for minimum tax withholdings
(5
)


Excess tax benefit for stock options exercised


(353
)
Net cash used in financing activities
(27,805
)

(22,583
)
Net increase (decrease) in cash
4,913


(370
)
Cash at beginning of period
42,531


24,943

Cash at end of period
$
47,444


$
24,573







Forward Air Corporation
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
 
 
 
Nine months ended
 
September 30,
2015
 
September 30,
2014
Operating activities:
 
 
 
Net income
$
32,347

 
$
44,123

Adjustments to reconcile net income to net cash provided by operating activities
 
 
 
Depreciation and amortization
27,601

 
22,879

Share-based compensation
5,562

 
5,005

Gain on disposal of property and equipment
(3
)
 
(441
)
Provision for loss (recovery) on receivables
463

 
(39
)
Provision for revenue adjustments
3,391

 
1,896

Deferred income tax
5,546

 
1,729

Excess tax benefit for stock options exercised
(2,365
)
 
(554
)
Changes in operating assets and liabilities
 
 
 
Accounts receivable
866

 
(15,875
)
Prepaid expenses and other current assets
(1,531
)
 
(1,397
)
Accounts payable and accrued expenses
(14,562
)
 
7,767

Net cash provided by operating activities
57,315

 
65,093

 
 
 
 
Investing activities:
 
 
 
Proceeds from disposal of property and equipment
1,200

 
1,582

Purchases of property and equipment
(18,541
)
 
(37,101
)
Acquisition of business, net of cash acquired
(62,375
)
 
(84,348
)
Other
(101
)
 
53

Net cash used in investing activities
(79,817
)
 
(119,814
)
 
 
 
 
Financing activities:
 
 
 
Proceeds from term loan
125,000

 

Payments of debt and capital lease obligations
(87,367
)
 
(9,662
)
Proceeds from exercise of stock options
11,351

 
13,083

Payments of cash dividends
(11,133
)
 
(11,141
)
Repurchase of common stock (repurchase program)
(9,996
)
 
(39,972
)
Common stock issued under employee stock purchase plan
228

 
148

Cash settlement of share-based awards for minimum tax withholdings
(1,931
)
 
(1,083
)
Excess tax benefit for stock options exercised
2,365

 
554

Net cash provided by (used in) financing activities
28,517

 
(48,073
)
Net increase (decrease) in cash
6,015

 
(102,794
)
Cash at beginning of period
41,429

 
127,367

Cash at end of period
$
47,444

 
$
24,573







Forward Air Corporation
Segment Information
(In millions)
(unaudited)
 
Three months ended
Forward Air
September 30,
 
Percent of
 
September 30,
 
Percent of
 
 
 
Percent
 
2015
 
Revenue
 
2014
 
Revenue
 
Change
 
Change
Operating revenue
$
206.3

 
83.5
 %
 
$
160.1

 
79.4
 %
 
$
46.2

 
28.9
 %
Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
   Purchased transportation
92.0

 
44.6

 
71.9

 
44.9

 
20.1

 
28.0

   Salaries, wages, and employee benefits
44.5

 
21.6

 
33.1

 
20.7

 
11.4

 
34.4

   Operating leases
14.5

 
7.0

 
6.5

 
4.1

 
8.0

 
123.1

   Depreciation and amortization
6.9

 
3.4

 
5.7

 
3.6

 
1.2

 
21.1

   Insurance and claims
4.0

 
1.9

 
3.1

 
1.9

 
0.9

 
29.0

   Fuel expense
1.7

 
0.8

 
2.1

 
1.3

 
(0.4
)
 
(19.0
)
   Other operating expenses
19.0

 
9.2

 
13.5

 
8.4

 
5.5

 
40.7

Income from operations
$
23.7

 
11.5
 %
 
$
24.2

 
15.1
 %
 
$
(0.5
)
 
(2.1
)%
 
 
 
 
 
 
 
 
 
 
 
 
FASI
September 30,
 
Percent of
 
September 30,
 
Percent of
 
 
 
Percent
 
2015
 
Revenue
 
2014
 
Revenue
 
Change
 
Change
Operating revenue
$
32.1

 
13.0
 %
 
$
30.6

 
15.2
 %
 
$
1.5

 
4.9
 %
Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
   Purchased transportation
8.8

 
27.4

 
8.8

 
28.8

 

 

   Salaries, wages, and employee benefits
12.2

 
38.0

 
10.4

 
34.0

 
1.8

 
17.3

   Operating leases
2.5

 
7.8

 
2.0

 
6.5

 
0.5

 
25.0

   Depreciation and amortization
1.5

 
4.7

 
1.5

 
4.9

 

 

   Insurance and claims
0.9

 
2.8

 
0.4

 
1.3

 
0.5

 
125.0

   Fuel expense
1.3

 
4.0

 
1.8

 
5.9

 
(0.5
)
 
(27.8
)
   Other operating expenses
4.4

 
13.7

 
3.9

 
12.7

 
0.5

 
12.8

Income from operations
$
0.5

 
1.6
 %
 
$
1.8

 
5.9
 %
 
$
(1.3
)
 
(72.2
)%
 
 
 
 
 
 
 
 
 
 
 
 
TQI
September 30,
 
Percent of
 
September 30,
 
Percent of
 
 
 
Percent
 
2015
 
Revenue
 
2014
 
Revenue
 
Change
 
Change
Operating revenue
$
10.2

 
4.1
 %
 
$
12.0

 
6.0
 %
 
$
(1.8
)
 
(15.0
)%
Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
   Purchased transportation
4.6

 
45.1

 
6.0

 
50.0

 
(1.4
)
 
(23.3
)
   Salaries, wages, and employee benefits
2.4

 
23.5

 
2.2

 
18.3

 
0.2

 
9.1

   Operating leases

 

 

 

 

 

   Depreciation and amortization
1.0

 
9.8

 
0.9

 
7.5

 
0.1

 
11.1

   Insurance and claims
0.3

 
2.9

 
0.2

 
1.7

 
0.1

 
50.0

   Fuel expense
0.8

 
7.9


1.1

 
9.2

 
(0.3
)
 
(27.3
)
   Other operating expenses
0.7

 
6.9

 
0.7

 
5.8

 

 

Income from operations
$
0.4

 
3.9
 %
 
$
0.9

 
7.5
 %
 
$
(0.5
)
 
(55.6
)%
 
 
 
 
 
 
 
 
 
 
 
 
Intercompany Eliminations
September 30,
 
Percent of
 
September 30,
 
Percent of
 
 
 
Percent
 
2015
 
Revenue
 
2014
 
Revenue
 
Change
 
Change
Operating revenue
$
(1.5
)
 
(0.6
)%
 
$
(1.2
)
 
(0.6
)%
 
$
(0.3
)
 
25.0
 %
Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
   Purchased transportation
(1.0
)
 
66.7

 
(0.8
)
 
66.7

 
(0.2
)
 
25.0

   Other operating expenses
(0.5
)
 
33.3

 
(0.4
)
 
33.3

 
(0.1
)
 
25.0

Income from operations
$

 
 %
 
$

 
 %
 
$

 
 %
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated
September 30,
 
Percent of
 
September 30,
 
Percent of
 
 
 
Percent
 
2015
 
Revenue
 
2014
 
Revenue
 
Change
 
Change
Operating revenue
$
247.1

 
100.0
 %
 
$
201.5

 
100.0
 %
 
$
45.6

 
22.6
 %
Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
   Purchased transportation
104.4

 
42.2

 
85.9

 
42.6

 
18.5

 
21.5

   Salaries, wages, and employee benefits
59.1

 
23.9

 
45.7

 
22.7

 
13.4

 
29.3

   Operating leases
17.0

 
6.9

 
8.5

 
4.2

 
8.5

 
100.0

   Depreciation and amortization
9.4

 
3.8

 
8.1

 
4.0

 
1.3

 
16.0

   Insurance and claims
5.2

 
2.1

 
3.7

 
1.9

 
1.5

 
40.5

   Fuel expense
3.8

 
1.5

 
5.0

 
2.5

 
(1.2
)
 
(24.0
)
   Other operating expenses
23.6

 
9.6

 
17.7

 
8.8

 
5.9

 
33.3

Income from operations
$
24.6

 
10.0
 %
 
$
26.9

 
13.3
 %
 
$
(2.3
)
 
(8.6
)%





Forward Air Corporation
Segment Information
(In millions)
(unaudited)
 
Nine months ended
Forward Air
September 30,
 
Percent of
 
September 30,
 
Percent of
 
 
 
Percent
 
2015
 
Revenue
 
2014
 
Revenue
 
Change
 
Change
Operating revenue
$
586.4

 
83.5
 %
 
$
448.5

 
79.1
 %
 
$
137.9

 
30.7
 %
Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
   Purchased transportation
264.6

 
45.1

 
201.3

 
44.9

 
63.3

 
31.4

   Salaries, wages, and employee benefits
134.8

 
23.0

 
96.1

 
21.4

 
38.7

 
40.3

   Operating leases
44.3

 
7.5

 
18.4

 
4.1

 
25.9

 
140.8

   Depreciation and amortization
20.1

 
3.4

 
16.0

 
3.6

 
4.1

 
25.6

   Insurance and claims
13.1

 
2.2

 
8.7

 
1.9

 
4.4

 
50.6

   Fuel expense
5.6

 
1.0

 
6.2

 
1.4

 
(0.6
)
 
(9.7
)
   Other operating expenses
54.3

 
9.3

 
37.0

 
8.3

 
17.3

 
46.8

Income from operations
$
49.6

 
8.5
 %
 
$
64.8

 
14.4
 %
 
$
(15.2
)
 
(23.5
)%
 
 
 
 
 
 
 
 
 
 
 
 
FASI
September 30,
 
Percent of
 
September 30,
 
Percent of
 
 
 
Percent
 
2015
 
Revenue
 
2014
 
Revenue
 
Change
 
Change
Operating revenue
$
87.0

 
12.4
 %
 
$
84.9

 
15.0
 %
 
$
2.1

 
2.5
 %
Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
   Purchased transportation
23.8

 
27.4

 
24.6

 
29.0

 
(0.8
)
 
(3.3
)
   Salaries, wages, and employee benefits
32.8

 
37.7

 
29.0

 
34.2

 
3.8

 
13.1

   Operating leases
6.8

 
7.8

 
6.5

 
7.7

 
0.3

 
4.6

   Depreciation and amortization
4.6

 
5.3

 
4.2

 
4.9

 
0.4

 
9.5

   Insurance and claims
2.7

 
3.1

 
1.8

 
2.1

 
0.9

 
50.0

   Fuel expense
3.9

 
4.5

 
5.3

 
6.2

 
(1.4
)
 
(26.4
)
   Other operating expenses
11.6

 
13.3

 
10.7

 
12.6

 
0.9

 
8.4

Income from operations
$
0.8

 
0.9
 %
 
$
2.8

 
3.3
 %
 
$
(2.0
)
 
(71.4
)%
 
 
 
 
 
 
 
 
 
 
 
 
TQI
September 30,
 
Percent of
 
September 30,
 
Percent of
 
 
 
Percent
 
2015
 
Revenue
 
2014
 
Revenue
 
Change
 
Change
Operating revenue
$
33.3

 
4.7
 %
 
$
36.8

 
6.5
 %
 
$
(3.5
)
 
(9.5
)%
Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
   Purchased transportation
15.7

 
47.2

 
18.7

 
50.8

 
(3.0
)
 
(16.0
)
   Salaries, wages, and employee benefits
7.2

 
21.6

 
6.4

 
17.4

 
0.8

 
12.5

   Operating leases
0.1

 
0.3

 
0.1

 
0.3

 

 

   Depreciation and amortization
2.9

 
8.7

 
2.7

 
7.3

 
0.2

 
7.4

   Insurance and claims
0.7

 
2.1

 
0.5

 
1.4

 
0.2

 
40.0

   Fuel expense
2.6

 
7.8

 
3.5

 
9.5

 
(0.9
)
 
(25.7
)
   Other operating expenses
1.8

 
5.4

 
1.7

 
4.6

 
0.1

 
5.9

Income from operations
$
2.3

 
6.9
 %
 
$
3.2

 
8.7
 %
 
$
(0.9
)
 
(28.1
)%
 
 
 
 
 
 
 
 
 
 
 
 
Intercompany Eliminations
September 30,
 
Percent of
 
September 30,
 
Percent of
 
 
 
Percent
 
2015
 
Revenue
 
2014
 
Revenue
 
Change
 
Change
Operating revenue
$
(4.0
)
 
(0.6
)%
 
$
(3.3
)
 
(0.6
)%
 
$
(0.7
)
 
21.2
 %
Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
   Purchased transportation
(2.8
)
 
70.0

 
(2.4
)
 
72.7

 
(0.4
)
 
16.7

   Other operating expenses
(1.2
)
 
30.0

 
(0.9
)
 
27.3

 
(0.3
)
 
33.3

Income from operations
$

 
 %
 
$

 
 %
 
$

 
 %
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated
September 30,
 
Percent of
 
September 30,
 
Percent of
 
 
 
Percent
 
2015
 
Revenue
 
2014
 
Revenue
 
Change
 
Change
Operating revenue
$
702.7

 
100.0
 %
 
$
566.9

 
100.0
 %
 
$
135.8

 
24.0
 %
Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
   Purchased transportation
301.3

 
42.9

 
242.2

 
42.7

 
59.1

 
24.4

   Salaries, wages, and employee benefits
174.8

 
24.9

 
131.5

 
23.2

 
43.3

 
32.9

   Operating leases
51.2

 
7.3

 
25.0

 
4.4

 
26.2

 
104.8

   Depreciation and amortization
27.6

 
3.9

 
22.9

 
4.0

 
4.7

 
20.5

   Insurance and claims
16.5

 
2.3

 
11.0

 
2.0

 
5.5

 
50.0

   Fuel expense
12.1

 
1.7

 
15.0

 
2.6

 
(2.9
)
 
(19.3
)
   Other operating expenses
66.5

 
9.5

 
48.5

 
8.6

 
18.0

 
37.1

Income from operations
$
52.7

 
7.5
 %
 
$
70.8

 
12.5
 %
 
$
(18.1
)
 
(25.6
)%






Forward Air Corporation
Forward Air Inc. Operating Statistics
 
 
 
 
 
 
 
Three months ended
 
September 30,
 
September 30,
 
Percent
 
2015
 
2014
 
Change
 
 
 
 
 
 
Operating ratio
88.5
%
 
84.9
%
 
4.2
 %
 
 
 
 
 
 
Business days
64.0

 
64.0

 

Business weeks
12.8

 
12.8

 

 
 
 
 
 
 
 
 
 
 
 
 
Airport-to-airport:
 
 
 
 
 
Tonnage
 
 
 
 
 
    Total pounds ¹
617,066

 
484,827

 
27.3

    Average weekly pounds ¹
48,208

 
37,877

 
27.3

 
 
 
 
 
 
Linehaul shipments
 
 
 
 
 
    Total linehaul
920,493

 
734,163

 
25.4

    Average weekly
71,914

 
57,356

 
25.4

 
 
 
 
 
 
Forward Air Complete shipments
223,143

 
146,024

 
52.8

As a percentage of linehaul shipments
24.2
%
 
19.9
%
 
21.6

 
 
 
 
 
 
Average linehaul shipment size
670

 
660

 
1.5

 
 
 
 
 
 
Revenue per pound ²
 
 
 
 
 
    Linehaul yield
$
17.07

 
$
17.69

 
(2.7
)
    Fuel surcharge impact
1.16

 
1.94

 
(3.4
)
    Forward Air Complete impact
3.44

 
3.35

 
0.4

Total airport-to-airport yield
$
21.67

 
$
22.98

 
(5.7
)
 
 
 
 
 
 
 
 
 
 
 
 
Expedited full truckload - TLX:
 
 
 
 
 
Miles
 
 
 
 
 
    Owner operator ¹
9,933

 
6,391

 
55.4

    Third party ¹
5,822

 
4,895

 
18.9

Total Miles
15,755

 
11,286

 
39.6

 
 
 
 
 
 
Revenue per mile
$
1.80

 
$
1.77

 
1.7

 
 
 
 
 
 
Cost per mile
$
1.31

 
$
1.33

 
(1.5
)%
 
 
 
 
 
 
 
 
 
 
 
 
¹ - In thousands
 
 
 
 
 
² - In dollars per hundred pound; percentage change is expressed as a percent of total yield.






Forward Air Corporation
Forward Air Inc. Operating Statistics
 
 
 
 
 
 
 
Nine months ended
 
September 30,
 
September 30,
 
Percent
 
2015
 
2014
 
Change
 
 
 
 
 
 
Operating ratio
91.5
%
 
85.6
%
 
6.9
 %
 
 
 
 
 
 
Business days
191.0

 
191.0

 

Business weeks
38.2

 
38.2

 

 
 
 
 
 
 
 
 
 
 
 
 
Airport-to-airport:
 
 
 
 
 
Tonnage
 
 
 
 
 
    Total pounds ¹
1,787,262

 
1,399,687

 
27.7

    Average weekly pounds ¹
46,787

 
36,641

 
27.7

 
 
 
 
 
 
Linehaul shipments
 
 
 
 
 
    Total linehaul
2,717,100

 
2,127,645

 
27.7

    Average weekly
71,128

 
55,698

 
27.7

 
 
 
 
 
 
Forward Air Complete shipments
649,431

 
393,170

 
65.2

As a percentage of linehaul shipments
23.9
%
 
18.5
%
 
29.2

 
 
 
 
 
 
Average linehaul shipment size
658

 
658

 

 
 
 
 
 
 
Revenue per pound ²
 
 
 
 
 
    Linehaul yield
$
17.28

 
$
17.56

 
(1.2
)
    Fuel surcharge impact
1.20

 
2.00

 
(3.5
)
    Forward Air Complete impact
3.22

 
3.10

 
0.5

Total airport-to-airport yield
$
21.70

 
$
22.66

 
(4.2
)
 
 
 
 
 
 
 
 
 
 
 
 
Expedited full truckload - TLX:
 
 
 
 
 
Miles
 
 
 
 
 
    Owner operator ¹
24,011

 
20,288

 
18.4

    Third party ¹
18,128

 
13,547

 
33.8

Total Miles
42,139

 
33,835

 
24.5

 
 
 
 
 
 
Revenue per mile
$
1.88

 
$
1.67

 
12.6

 
 
 
 
 
 
Cost per mile
$
1.36

 
$
1.28

 
6.3
 %
 
 
 
 
 
 
 
 
 
 
 
 
¹ - In thousands
 
 
 
 
 
² - In dollars per hundred pound; percentage change is expressed as a percent of total yield.






Forward Air Corporation Reconciliation to U.S. GAAP

The Company believes that meaningful analysis of our financial performance requires an understanding of the factors underlying that performance, including an understanding of items that are non-recurring in nature. We believe that excluding integration costs related to Towne Air from our results for the three and nine months ended September 30, 2015 will assist investors in understanding our core operating performance and allow for more accurate comparisons of results. As required by SEC rules, the tables below present, for the periods indicated, a reconciliation of our presented adjusted non-GAAP measures to the most directly comparable GAAP measures.

(In millions, except per share data)
(Unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three months ended
 
 
 
 

 
Adjusted
 
 
September 30, 2015 (1)
 
Integration and
Deal Costs
 
September 30, 2015
Income from operations
 
$
24.6

 
$
3.9

 
$
28.5

 
 
 
 
 
 
 
Net income
 
$
15.7

 
$
2.4

 
$
18.1

 
 
 
 
 
 
 
Weighted average diluted shares outstanding
 
30,998

 
30,998

 
30,998

 
 
 
 
 
 
 
Net income per share:
 
$
0.50

 
$
0.08

 
$
0.58

 
 
 
 
 
 
 
(1) - As reported in accordance with United States generally accepted accounting principles.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three months ended
 
 
 
 

 
Adjusted
 
 
September 30, 2014 (1)
 
Integration and
Deal Costs
 
September 30, 2014
Income from operations
 
$
26.7

 
$

 
$
26.7

 
 
 
 
 
 
 
Net income
 
$
16.7

 
$

 
$
16.7

 
 
 
 
 
 
 
Weighted average diluted shares outstanding
 
30,932

 

 
30,932

 
 
 
 
 
 
 
Net income per share:
 
$
0.54

 
$

 
$
0.54

 
 
 
 
 
 
 
(1) - As reported in accordance with United States generally accepted accounting principles.






Forward Air Corporation
Reconciliation to U.S. GAAP
(In millions, except per share data)
(Unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Nine months ended
 
 
 
 

 
Adjusted
 
 
September 30, 2015 (1)
 
Integration and
Deal Costs
 
September 30, 2015
Income from operations
 
$
52.7

 
$
22.9

 
$
75.6

 
 
 
 
 
 
 
Net income
 
$
32.3

 
$
14.0

 
$
46.3

 
 
 
 
 
 
 
Weighted average diluted shares outstanding
 
31,084

 
31,084

 
31,084

 
 
 
 
 
 
 
Net income per share:
 
$
1.03

 
$
0.45

 
$
1.49

 
 
 
 
 
 
 
(1) - As reported in accordance with United States generally accepted accounting principles.

 
 
Nine months ended
 
 
 
 

 
Adjusted
 
 
September 30, 2014 (1)
 
Integration and
Deal Costs
 
September 30, 2014
Income from operations
 
$
70.6

 
$
0.9

 
$
71.5

 
 
 
 
 
 
 
Net income
 
$
44.1

 
$
0.6

 
$
44.7

 
 
 
 
 
 
 
Weighted average diluted shares outstanding
 
31,234

 
31,234

 
31,234

 
 
 
 
 
 
 
Net income per share:
 
$
1.41

 
$
0.02

 
$
1.43

 
 
 
 
 
 
 
(1) - As reported in accordance with United States generally accepted accounting principles.






Forward Air Corporation
Actual to Guidance EPS Bridge
Three months ended September 30, 2015
(All EPS is diluted earnings per share)
 
 
 
Third quarter EPS as reported
 
$
0.500

Towne Air acquisition and integration costs
 
0.080

Adjusted EPS
 
0.580

Variances from guidance assumptions:
 
 
Technology tax deduction
(0.030
)
 
FASI EPS contribution shortfall
0.025

 
TQI EPS contribution shortfall
0.010

 
Timing of cost reductions and pricing adjustments related to Towne
0.015

 
Detrimental difference in net fuel surcharge
0.010

 
Total variances from guidance assumptions
 
0.030

Adjusted EPS with variances added back
 
0.610

Mid-point of original third quarter guidance
 
0.600

Remaining positive EPS variance
 
$
0.010







Important Information
This press release may contain statements that might be considered as forward-looking statements or predictions of future operations. Such statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are based on management’s belief or interpretation of information currently available. These statements and assumptions involve certain risks and uncertainties. Actual events may differ from these expectations as specified from time to time in filings with the Securities and Exchange Commission. We assume no duty to update these statements as of any future date.

This press release contains “forward-looking statements,” as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are statements other than historical information or statements of current condition and relate to future events or our future financial performance, including, without limitation, statements as to Towne or the anticipated benefits of the transaction. Some forward-looking statements may be identified by use of such terms as “believes,” “anticipates,” “intends,” “plans,” “estimates,” “projects” or “expects.” Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The following is a list of factors, among others, that could cause actual results to differ materially from those contemplated by the forward-looking statements: economic factors such as recessions, inflation, higher interest rates and downturns in customer business cycles, our inability to maintain our historical growth rate because of a decreased volume of freight moving through our network or decreased average revenue per pound of freight moving through our network, increasing competition and pricing pressure, surplus inventories, loss of a major customer, the creditworthiness of our customers and their ability to pay for services rendered, our ability to secure terminal facilities in desirable locations at reasonable rates, the inability of our information systems to handle an increased volume of freight moving through our network, changes in fuel prices, claims for property damage, personal injuries or workers' compensation, employment matters including rising health care costs, enforcement of and changes in governmental regulations, environmental and tax matters, the handling of hazardous materials, the availability and compensation of qualified independent owner-operators and freight handlers needed to serve our transportation needs and our inability to successfully integrate Towne. As a result of the foregoing, no assurance can be given as to future financial condition, cash flows or results of operations. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

SOURCE: Forward Air Corporation

Forward Air Corporation
Rodney L. Bell, 432-636-7000
rbell@forwardair.com