Forward Air Corporation Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Goodwill and Long-Lived Assets Acquisitions and Goodwill (Tables)

Goodwill and Long-Lived Assets Acquisitions and Goodwill (Tables)

3 Months Ended

Mar. 31, 2014

Business Acquisition, Pro Forma Information [Table Text Block]

The results of CST reflected in the Company's consolidated statements of comprehensive income for the quarter ended March 31, 2014 from the date of acquisition (February 2, 2014) is as follows (in thousands, except per share data):



	February 2, 2014 to March 31, 2014
Operating revenue	$	10,803
Operating income	4
Net loss	(5		)
Net income per share
Basic	$	—
Diluted	$	—

The results of TQI reflected in the Company's consolidated statements of comprehensive income for the quarter ended March 31, 2013 from the date of acquisition (March 4, 2013) is as follows (in thousands, except per share data):



	March 4, 2013 to March 31, 2013
Operating revenue	$	3,918
Operating income	195
Net income	128
Net income per share
Basic	$	—
Diluted	$	—

Pro forma

The following unaudited pro forma information presents a summary of the Company's consolidated results of operations as if the CST and TQI acquisitions occurred as of January 1, 2013 (in thousands, except per share data).



	Three months ended
	March 31, 2014		March 31, 2013
Operating revenue	$	176,658	$	164,720
Income from operations	16,429		17,776
Net income	10,300		12,084
Net income per share
Basic	$	0.34	$	0.41
Diluted	$	0.33	$	0.40

Schedule of Purchase Price Allocation [Table Text Block]

The following table presents the allocations of the CST and TQI purchase prices to the assets acquired and liabilities assumed based on their estimated fair values and resulting residual goodwill (in thousands):



	CST		TQI
	February 2, 2014		March 4, 2013
Tangible assets:
Accounts receivable	$	9,343	$	5,639
Prepaid expenses and other current assets	101		1,093
Property and equipment	1,932		5,103
Other assets	35		728
Deferred income taxes	—		947
Total tangible assets	11,411		13,510
Intangible assets:
Non-compete agreements	1,240		470
Trade name	500		1,000
Customer relationships	44,700		22,300
Goodwill	42,721		45,164
Total intangible assets	89,161		68,934
Total assets acquired	100,572		82,444

Liabilities assumed:
Current liabilities	6,359		4,725
Other liabilities	—		1,735
Debt and capital lease obligations	11,215		20,113
Deferred income taxes	—		10,543
Total liabilities assumed	17,574		37,116
Net assets acquired	$	82,998	$	45,328

Schedule of Acquired Finite-Lived Intangible Assets by Major Class [Table Text Block]

The acquired definite-live intangible assets have the following useful lives:



	Useful Lives
	CST	TQI
Customer relationships	15 years	15 years
Non-competes	5 years	5 years
Trade names	2 years	5 years

Schedule of Goodwill [Table Text Block]

The following is a summary of the changes in goodwill for the three months ended March 31, 2014. All goodwill, except the goodwill assigned to TQI, is deductible for tax purposes.



	Forward Air				FASI					TQI				Total
			Accumulated				Accumulated					Accumulated
	Goodwill		Impairment		Goodwill		Impairment			Goodwill		Impairment		Net
Beginning balance, December 31, 2013	$	37,926	$	—	$	12,359	$	(6,953	)	$	45,164	$	—	$	88,496
CST acquisition	42,721		—		—		—			—		—		42,721
Ending balance, March 31, 2014	$	80,647	$	—	$	12,359	$	(6,953	)	$	45,164	$	—	$	131,217