Forward Air Corporation Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Income Taxes (Notes)

Income Taxes (Notes)

12 Months Ended

Dec. 31, 2017

Tax Reform

On December 22, 2017, President Trump signed into law H.R. 1, “An Act to provide for reconciliation pursuant to titles II and V of the concurrent resolution on the budget for fiscal year 2018” (this legislation was formerly called the “Tax Cuts and Jobs Act” and is referred to herein as the “U.S. Tax Act”). The U.S. Tax Act provides for significant changes in the U.S. Internal Revenue Code of 1986, as amended. The U.S. Tax Act contains provisions with separate effective dates but is generally effective for taxable years beginning after December 31, 2017.

Beginning on January 1, 2018, the U.S. Tax Act lowers the U.S. corporate income tax rate from 35% to 21% on our U.S. earnings from that date and beyond. The revaluation of our U.S. deferred tax assets and liabilities to the 21% corporate tax rate reduced our net U.S. deferred income tax liability by approximately $15,901 which is reflected as a reduction in our income tax expense in our results for the quarter and year ended December 31, 2017.

The ultimate impact of the U.S. Tax Act on our reported results in 2018 may differ from the estimates provided herein, possibly materially, due to, among other things, changes in interpretations and assumptions we have made, guidance that may be issued, and other actions we may take as a result of the U.S. Tax Act different from that presently contemplated. On December 22, 2017, the SEC staff issued SAB 118 that allows us to record provisional amounts during a measurement period not to extend beyond one year of the enactment date. We currently are analyzing the 2017 Tax Act, and in certain areas, have made reasonable estimates of the effects on our consolidated financial statements and tax disclosures, including the changes to our existing deferred tax balances.

Income Taxes

The provision for income taxes consists of the following:



	2017			2016		2015
Current:
Federal	$	28,556		$	24,139	$	8,319
State	4,043			3,052		1,242
	32,599			27,191		9,561
Deferred:
Federal	(12,011		)	3,256		12,477
State	(457		)	269		2,054
	(12,468		)	3,525		14,531
	$	20,131		$	30,716	$	24,092

The tax benefit associated with the exercise of stock options and the vesting of non-vested shares recorded to additional paid in capital during the years ended December 31, 2016 and 2015 were $1,732 and $5,413, respectively, and are reflected as an increase in additional paid-in capital in the accompanying consolidated statements of shareholders’ equity. For 2017, FASB guidance required the recognition of the income tax effects of awards in the income statement when the awards vest or are settled thus eliminating additional paid in capital ("APIC") pools.

The historical income tax expense differs from the amounts computed by applying the federal statutory rate of 35.0% to income before income taxes as follows:



	2017			2016			2015
Tax expense at the statutory rate	$	37,608		$	20,435		$	27,883
State income taxes, net of federal benefit	2,339			2,229			2,178
Non-deductible transaction costs	—			—			394
Share based compensation	(366		)	—			—
Incentive stock options	32			(88		)	(120		)
Other permanent differences	252			474			216
TQI goodwill impairment	—			8,990			—
Deferred tax asset valuation allowance	78			(2		)	(11		)
Federal qualified property deductions	(2,075		)	(1,311		)	(6,066		)
Federal income tax credits	(58		)	—			(732		)
Non-taxable acquisitions	(568		)	—			—
Rate impact on deferred tax liabilities	(15,901		)	—			—
Other	(1,210		)	(11		)	350
	$	20,131		$	30,716		$	24,092

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax liabilities and assets are as follows:



	December 31, 2017			December 31, 2016
Deferred tax assets:
Accrued expenses	$	7,905		$	9,647
Allowance for doubtful accounts	777			662
Share-based compensation	3,002			5,005
Accruals for income tax contingencies	251			252
Net operating loss carryforwards	4,733			10,231
Total deferred tax assets	16,668			25,797
Valuation allowance	(360		)	(282		)
Total deferred tax assets, net of valuation allowance	16,308			25,515
Deferred tax liabilities:
Tax over book depreciation	19,402			29,416
Intangible assets	11,108			17,588
Prepaid expenses deductible when paid	3,460			4,862
Goodwill	11,741			15,520
Total deferred tax liabilities	45,711			67,386
Net deferred tax liabilities	$	(29,403	)	$	(41,871	)

Total income tax payments, net of refunds, during fiscal years 2017, 2016 and 2015 were $36,110, $10,628 and $25,264, respectively.

As a result of the Towne acquisition the Company has approximately $18,586, $27,050 and $36,034 of federal net operating losses as of December 31, 2017, 2016 and 2015 respectively, that will expire between 2020 and 2030. The Company expects to be able to fully utilize these federal net operating losses before they expire.

At December 31, 2017 and 2016, the Company had state net operating loss carryforwards of $18,126 and $18,155, respectively, that will expire between 2017 and 2030. Also, the use of these state net operating losses is limited to the future taxable income of separate legal entities. Based on expectations of future taxable income, management believes that it is more likely than not that the results of operations for certain separate legal entities will not generate sufficient taxable income to realize portions of these net operating loss benefits for state loss carryforwards. As a result, a valuation allowance has been provided for the state loss carryforwards for these specific legal entities. The valuation allowance on these state loss carryforwards increased $78 during 2017, but the valuation allowance decreased $2 during 2016.

Income Tax Contingencies

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.

A reconciliation of the beginning and ending amount of unrecognized tax benefit is as follows:



	Liability for
	Unrecognized Tax
	Benefits
Balance at December 31, 2014	771
Reductions for settlement with state taxing authorities	(64		)
Additions for tax positions of current year	66
Balance at December 31, 2015	773
Reductions for settlement with state taxing authorities	(247		)
Additions for tax positions of current year	56
Balance at December 31, 2016	$	582
Reductions for settlement with state taxing authorities	$	(14	)
Additions for tax positions of prior years	$	400
Additions for tax positions of current year	$	366
Balance at December 31, 2017	$	1,334

Included in the liability for unrecognized tax benefits at December 31, 2017 and December 31, 2016 are tax positions of $1,334 and $582, respectively, which represents tax positions where the realization of the ultimate benefit is uncertain and the disallowance of which would affect the Company’s annual effective income tax rate.

Included in the liability for unrecognized tax benefits at December 31, 2017 and December 31, 2016, are accrued penalties of $105 and $103, respectively. The liability for unrecognized tax benefits at December 31, 2017 and December 31, 2016 also included accrued interest of $201 and $184, respectively.