Part I. Financial Information [Item 1. Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) Unaudited Q2 2020 financials show significant net income decline, driven by COVID-19 and Pool Distribution reclassification [Consolidated Balance Sheets](index=3&type=section&id=Consolidated%20Balance%20Sheets) By June 30, 2020, total assets increased to $1.07 billion, liabilities grew, and shareholders' equity slightly decreased Consolidated Balance Sheet Highlights (in thousands) | Balance Sheet Item | June 30, 2020 | December 31, 2019 | | :--- | :--- | :--- | | **Total Assets** | **$1,072,499** | **$990,878** | | Total current assets | $247,291 | $236,318 | | Goodwill and other acquired intangibles, net | $389,385 | $340,556 | | Assets held for sale (Current & Noncurrent) | $86,464 | $91,656 | | **Total Liabilities** | **$506,207** | **$413,696** | | Total current liabilities | $146,852 | $137,164 | | Debt and finance lease obligations, less current portion | $136,549 | $72,249 | | Liabilities held for sale (Current & Noncurrent) | $60,117 | $61,917 | | **Total Shareholders' Equity** | **$566,292** | **$577,182** | [Consolidated Statements of Comprehensive Income](index=5&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income) Q2 2020 operating revenue decreased 7.0% to $281.7 million, with net income plummeting to $3.2 million due to discontinued operations Q2 Financial Performance (in thousands, except per share data) | Metric | Q2 2020 | Q2 2019 | Change | | :--- | :--- | :--- | :--- | | Operating Revenue | $281,678 | $302,887 | -7.0% | | Income from Continuing Operations | $13,914 | $29,070 | -52.1% | | Net Income from Continuing Operations | $9,225 | $21,244 | -56.6% | | (Loss) from Discontinued Operations | $(6,071) | $1,086 | N/A | | **Net Income** | **$3,154** | **$22,330** | **-85.9%** | | Diluted EPS | $0.11 | $0.78 | -85.9% | Six-Month Financial Performance (in thousands, except per share data) | Metric | H1 2020 | H1 2019 | Change | | :--- | :--- | :--- | :--- | | Operating Revenue | $587,235 | $581,848 | +0.9% | | Income from Continuing Operations | $29,687 | $52,772 | -43.7% | | Net Income from Continuing Operations | $20,641 | $38,931 | -47.0% | | (Loss) from Discontinued Operations | $(9,112) | $1,806 | N/A | | **Net Income** | **$11,529** | **$40,737** | **-71.7%** | | Diluted EPS | $0.40 | $1.41 | -71.6% | [Consolidated Statements of Cash Flows](index=6&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) H1 2020 operating cash flow was $59.9 million, investing activities used $69.2 million for acquisitions, and financing provided $25.4 million Cash Flow Summary - Six Months Ended June 30 (in thousands) | Cash Flow Activity | 2020 | 2019 | | :--- | :--- | :--- | | **Continuing Operations** | | | | Net cash provided by operating activities | $59,929 | $64,270 | | Net cash used in investing activities | $(69,157) | $(40,206) | | Net cash provided by (used in) financing activities | $25,395 | $(34,944) | | **Discontinued Operations** | | | | Cash (used in) provided by operating activities | $(4,672) | $7,494 | | **Net Increase (Decrease) in Cash** | **$16,167** | **$(10,880)** | [Notes to Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Notes detail Pool Distribution divestiture, Linn Star acquisition, no goodwill impairment, and $132.5 million outstanding on the credit facility - On April **23, 2020**, the Board approved a strategy to divest the Pool Distribution business, which is now classified as a discontinued operation and held for sale[21](index=21&type=chunk)[27](index=27&type=chunk)[36](index=36&type=chunk) - In January **2020**, the company acquired Linn Star for **$57.2 million** to expand its Final Mile services within the Expedited Freight segment[44](index=44&type=chunk) - Annual goodwill impairment testing as of June **30, 2020**, indicated no impairment, with the fair value of each reporting unit exceeding its carrying value by at least **49.4%**[54](index=54&type=chunk) - As of June **30, 2020**, the company had **$132.5 million** in borrowings outstanding under its revolving credit facility, with **$77.1 million** of available capacity[92](index=92&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=34&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses COVID-19's impact on volumes, strategic LTL and Final Mile growth, operating income decline, and liquidity enhancement measures [Trends and Developments](index=34&type=section&id=Trends%20and%20Developments) COVID-19 significantly impacted the business, leading to strategic LTL and Final Mile investments, Pool business divestiture, and increased ESG focus - The COVID-19 pandemic presents a meaningful challenge due to the company's exposure to air freight, ocean freight, and physical retail, impacting volumes in both Expedited Freight and Intermodal segments[139](index=139&type=chunk) - The company is making key investments to emerge as a stronger LTL competitor, integrating Final Mile operations, and growing its truckload brokerage[142](index=142&type=chunk) - To improve financial flexibility during the pandemic, the company increased its revolving credit facility by **$75 million** and deferred approximately **$12 million** in **2020** tax payments under the CARES Act[147](index=147&type=chunk) - The company is enhancing its ESG focus, appointing a head of Corporate ESG in Q1 **2020** and partnering with programs like EPA SmartWay and Hope for the Warriors[151](index=151&type=chunk)[153](index=153&type=chunk)[156](index=156&type=chunk) [Results of Operations](index=37&type=section&id=Results%20of%20Operations) Q2 2020 consolidated revenue fell 7.0% to $281.7 million, with operating income down 52.2%, impacted by declines in Expedited Freight Network and Intermodal Q2 2020 vs Q2 2019 Segment Performance (in millions) | Segment | Revenue Q2 2020 | Revenue Q2 2019 | % Change | Income from Ops Q2 2020 | Income from Ops Q2 2019 | % Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Expedited Freight | $235.7 | $253.3 | -6.9% | $11.8 | $28.2 | -58.2% | | Intermodal | $46.4 | $50.5 | -8.1% | $4.4 | $5.2 | -15.4% | | **Total Continuing Ops** | **$281.7** | **$302.9** | **-7.0%** | **$13.9** | **$29.1** | **-52.2%** | H1 2020 vs H1 2019 Segment Performance (in millions) | Segment | Revenue H1 2020 | Revenue H1 2019 | % Change | Income from Ops H1 2020 | Income from Ops H1 2019 | % Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Expedited Freight | $489.3 | $478.9 | +2.2% | $26.9 | $49.1 | -45.2% | | Intermodal | $98.9 | $104.6 | -5.4% | $8.1 | $11.4 | -28.9% | | **Total Continuing Ops** | **$587.2** | **$581.8** | **+0.9%** | **$29.7** | **$52.8** | **-43.8%** | - In Q2 **2020**, Expedited Freight's Network revenue fell **$38.3 million** (**-22.2%**) due to a **16.7%** decrease in tonnage, while Final Mile revenue grew **$28.4 million** (**+113.6%**) driven by acquisitions[168](index=168&type=chunk)[173](index=173&type=chunk) - Intermodal drayage shipments decreased **9.3%** in Q2 **2020** compared to the prior year, contributing to the segment's revenue decline[186](index=186&type=chunk)[187](index=187&type=chunk) [Liquidity and Capital Resources](index=55&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains strong liquidity with $80.9 million cash, H1 2020 operating cash flow of $59.9 million, $69.2 million used in investing, and $25.4 million from financing - As of June **30, 2020**, the company had **$80.9 million** in cash and was in compliance with all debt covenants[242](index=242&type=chunk) - Net cash from continuing operating activities was **$59.9 million** for H1 **2020**, a decrease of **$4.3 million** from H1 **2019**[243](index=243&type=chunk) - Net cash used in continuing investing activities was **$69.2 million** in H1 **2020**, including **$55.9 million** for the Linn Star acquisition and **$9.8 million** for the Columbus, OH hub expansion[244](index=244&type=chunk) - Net cash provided by continuing financing activities was **$25.4 million** in H1 **2020**, reflecting a **$55.0 million** increase in borrowings and a **$23.4 million** decrease in share repurchases compared to H1 **2019**[245](index=245&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=57&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's market risk exposure from outstanding debt is not significant and remains unchanged from its 2019 Form 10-K disclosures - Exposure to market risk from outstanding debt is not significant and has not materially changed since the **2019** year-end report[253](index=253&type=chunk) [Item 4. Controls and Procedures](index=57&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were effective as of June 30, 2020, with internal control changes for discontinued operations reporting - The CEO and CFO concluded that disclosure controls and procedures are effective[254](index=254&type=chunk) - Changes to internal controls were made during Q2 **2020** to address the reporting requirements for discontinued operations and held-for-sale assets[255](index=255&type=chunk) Part II. Other Information [Item 1. Legal Proceedings](index=57&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in routine litigation, but no pending actions are expected to materially affect its financial condition or operations - The company is not involved in any legal proceedings that are expected to have a material adverse effect on its business[256](index=256&type=chunk) [Item 1A. Risk Factors](index=57&type=section&id=Item%201A.%20Risk%20Factors) Updated risk factors highlight COVID-19's material adverse effects, including reduced demand, operational disruptions, and financial market volatility - The COVID-19 pandemic is highlighted as a significant risk factor that has adversely impacted economic activity, disrupted supply chains, and reduced demand for the company's services[259](index=259&type=chunk) - A key vulnerability is that much of the freight moved by the company is not considered "essential," leading to volume deterioration during stay-at-home orders and business closures[260](index=260&type=chunk) - The long-term impact of the pandemic on results, financial condition, and liquidity remains highly uncertain and depends on future developments[261](index=261&type=chunk)[262](index=262&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=59&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No equity securities were repurchased in Q2 2020, with approximately 3.9 million shares remaining available under the repurchase program - No shares were repurchased during the three months ended June **30, 2020**[265](index=265&type=chunk) - As of the end of Q2 **2020**, **3,886,950** shares were available for purchase under the existing share repurchase program[265](index=265&type=chunk) [Item 5. Other Information](index=59&type=section&id=Item%205.%20Other%20Information) The company entered an amended consulting agreement with former executive Matthew J. Jewell, effective July 1, 2020, for a monthly fee of $20,000 - The company entered into an amended consulting agreement with former executive officer Matthew J. Jewell, effective July **1, 2020**[268](index=268&type=chunk)

Forward Air Corporation (NASDAQ:FWRD) Q1 2020 Earnings Conference Call May 1, 2020 9:00 AM ET Company Participants Thomas Schmitt - CEO Michael Morris - CFO Conference Call Participants Jack Atkins - Stephens Ben Hartford - Robert W. Baird & Co. Todd Fowler - KeyBanc Capital Markets Scott Group - Wolfe Research Operator Ladies and gentlemen, thank you for standing by, and welcome to the First Quarter Earnings Call 2020. [Operator Instructions] As a reminder, this conference is being recorded. Thank you for ...

[Part I. Financial Information](index=3&type=section&id=Part%20I.%20Financial%20Information) [Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) Unaudited statements show a 6.5% revenue increase but a 54.3% net income drop due to COVID-19 impacts [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets grew to $1.07 billion, driven by acquisitions, while shareholders' equity slightly decreased Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | March 31, 2020 | December 31, 2019 | | :--- | :--- | :--- | | **Total current assets** | $241,189 | $236,318 | | **Total assets** | $1,066,236 | $990,878 | | **Total current liabilities** | $143,328 | $137,164 | | **Total liabilities** | $500,395 | $413,696 | | **Total shareholders' equity** | $565,841 | $577,182 | [Condensed Consolidated Statements of Comprehensive Income](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income) Q1 2020 revenue grew to $342.5 million, but net income fell sharply to $8.4 million year-over-year Q1 2020 vs Q1 2019 Income Statement (in thousands, except per share data) | Metric | Q1 2020 | Q1 2019 | | :--- | :--- | :--- | | **Operating revenue** | $342,509 | $321,471 | | **Income from operations** | $11,702 | $24,734 | | **Net income** | $8,375 | $18,407 | | **Diluted EPS** | $0.30 | $0.64 | | **Dividends per share** | $0.18 | $0.18 | [Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Operating cash flow decreased while investing cash use surged due to a major business acquisition Q1 2020 vs Q1 2019 Cash Flows (in thousands) | Cash Flow Activity | Q1 2020 | Q1 2019 | | :--- | :--- | :--- | | **Net cash provided by operating activities** | $29,166 | $41,526 | | **Net cash used in investing activities** | ($58,353) | ($3,689) | | **Net cash provided by (used in) financing activities** | $41,683 | ($21,329) | | **Net increase in cash** | $12,496 | $16,508 | [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail the impact of COVID-19, a key acquisition, and the subsequent decision to divest a business segment - The company operates in three principal reportable segments: Expedited Freight, Intermodal, and Pool Distribution[19](index=19&type=chunk) - In January 2020, the company acquired Linn Star for **$57.2 million** to expand its Final Mile capabilities within the Expedited Freight segment[33](index=33&type=chunk) - On April 23, 2020, the Board of Directors approved a strategy to **divest the Pool Distribution business**, which will be reported as a Discontinued Operation starting in Q2 2020[113](index=113&type=chunk) - On April 16, 2020, the company amended its credit facility, **increasing the revolving credit line from $150 million to $225 million**[109](index=109&type=chunk)[110](index=110&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the pandemic's negative impact, which drove an operating income decline despite revenue growth - The COVID-19 pandemic presented a **'meaningful challenge'** due to exposure to air freight, ocean freight, and physical retail, with much freight not classified as 'essential goods'[121](index=121&type=chunk)[122](index=122&type=chunk) - In response to a significant revenue reduction in the Pool Distribution segment, the company **furloughed roughly 90% of the segment's workforce** in April 2020[127](index=127&type=chunk) - The company improved its financial flexibility by **fully drawing down its $150 million revolving credit facility** and executing a $75 million amendment to increase the line[129](index=129&type=chunk) - The company projects a downturn in Q2 2020 with a slow sequential recovery and a **consolidated Q2 operating loss**, but anticipates profitability on a continuing operations basis[128](index=128&type=chunk) [Results from Operations](index=27&type=section&id=Results%20from%20Operations) Consolidated revenue increased 6.5% due to acquisitions, but operating income fell 52.6% from COVID-19 impacts Consolidated Results from Operations (in millions) | Metric | Q1 2020 | Q1 2019 | % Change | | :--- | :--- | :--- | :--- | | **Operating revenue** | $342.5 | $321.5 | 6.5% | | **Income from operations** | $11.7 | $24.7 | (52.6)% | | **Net income** | $8.4 | $18.4 | (54.3)% | Operating Income by Segment (in millions) | Segment | Q1 2020 | Q1 2019 | % Change | | :--- | :--- | :--- | :--- | | Expedited Freight | $14.7 | $20.4 | (27.9)% | | Intermodal | $3.7 | $6.2 | (40.3)% | | Pool Distribution | ($3.6) | $1.3 | (376.9)% | [Expedited Freight Segment Analysis](index=29&type=section&id=Expedited%20Freight%20Segment%20Analysis) Segment revenue grew 12.6% from acquisitions, but operating income fell 27.9% due to lower core network volume Expedited Freight Revenue Breakdown (in millions) | Revenue Stream | Q1 2020 | Q1 2019 | % Change | | :--- | :--- | :--- | :--- | | Network | $152.0 | $161.4 | (5.8)% | | Truckload | $45.1 | $45.0 | 0.2% | | Final Mile | $47.8 | $9.8 | 387.8% | | **Total Operating Revenue** | **$251.2** | **$223.0** | **12.6%** | - Network tonnage per day **decreased by 6.0%** year-over-year, with the decline accelerating in March 2020 to 11.3% due to the impact of COVID-19[152](index=152&type=chunk)[154](index=154&type=chunk) [Intermodal Segment Analysis](index=33&type=section&id=Intermodal%20Segment%20Analysis) Intermodal revenue decreased 3.1% and operating income fell 40.3% due to lower storage revenue and volumes - Drayage shipments **increased 9.1%** to 82,474, but this was tempered by a 7.9% decline in March 2020 compared to March 2019 due to COVID-19[166](index=166&type=chunk)[167](index=167&type=chunk) - The decrease in operating revenue was primarily attributable to a **$2.8 million decrease in storage revenue**[167](index=167&type=chunk) [Pool Distribution Segment Analysis](index=36&type=section&id=Pool%20Distribution%20Segment%20Analysis) The segment was severely impacted by COVID-19, with revenue falling 12.8% and swinging to a $3.6 million operating loss - Cartons handled **decreased 16.2%** year-over-year, with a severe 38.6% drop in March 2020 due to retail closures[178](index=178&type=chunk)[179](index=179&type=chunk) - The segment's operating margin **deteriorated from 2.9% in Q1 2019 to -9.1% in Q1 2020**[178](index=178&type=chunk)[187](index=187&type=chunk) [Liquidity and Capital Resources](index=39&type=section&id=Liquidity%20and%20Capital%20Resources) The company bolstered liquidity by drawing on and increasing its credit facility amid declining operating cash flow - To improve financial flexibility, the company **fully drew its $150 million revolving credit facility** and executed a $75 million amendment to increase this line[193](index=193&type=chunk) - The company deferred payroll and tax payments under the CARES Act, expecting an **approximate $12 million cash flow benefit** for 2020[193](index=193&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=42&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Market risk exposure related to debt has not materially changed from the prior year-end disclosure - Exposure to market risk **has not changed materially** from the 2019 Form 10-K[203](index=203&type=chunk) [Controls and Procedures](index=42&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective with no material changes in internal controls - The Chief Executive Officer and Chief Financial Officer believe that **disclosure controls and procedures are effective**[204](index=204&type=chunk) - **No changes in internal control over financial reporting** occurred during Q1 2020 that have materially affected, or are reasonably likely to materially affect, internal controls[205](index=205&type=chunk) [Part II. Other Information](index=42&type=section&id=Part%20II.%20Other%20Information) [Legal Proceedings](index=42&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in routine litigation not expected to have a material adverse effect on its business - The company is party to ordinary, routine litigation which is **not expected to have a material adverse effect** on its business, financial condition, or results of operations[206](index=206&type=chunk) [Risk Factors](index=42&type=section&id=Item%201A.%20Risk%20Factors) Risk factors are updated to focus on the significant and uncertain impacts of the COVID-19 pandemic - The COVID-19 pandemic is identified as a major risk factor that could continue to have a **material adverse effect** on business, results of operations, and financial condition[209](index=209&type=chunk) - A key vulnerability is that the company's freight is typically **not considered 'essential'**, making it susceptible to slowdowns from stay-at-home orders[211](index=211&type=chunk) - The company acknowledges the negative impact of COVID-19 may require it to record **charges for asset impairments**, including goodwill, in the future[215](index=215&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=44&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company repurchased 268,027 shares for approximately $15.3 million during the first quarter of 2020 Q1 2020 Share Repurchases | Period | Total Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | January 2020 | 3,791 | $69.65 | | February 2020 | 85,000 | $63.58 | | March 2020 | 179,236 | $54.60 | | **Total** | **268,027** | **$56.93** | - As of March 31, 2020, **3,886,950 shares remained available for repurchase** under the 2019 Repurchase Plan[217](index=217&type=chunk)[95](index=95&type=chunk) [Exhibits](index=45&type=section&id=Item%206.%20Exhibits) This section lists filed exhibits, including an amendment to the Credit Agreement and required CEO/CFO certifications - A key exhibit filed is the **First Amendment dated April 16, 2020**, to the Credit Agreement dated September 29, 2017[224](index=224&type=chunk) [Signatures](index=46&type=section&id=Signatures) The report was duly signed by the Chief Financial Officer and Chief Accounting Officer on May 1, 2020 - The report was signed by **Michael J. Morris (Chief Financial Officer)** and **Christina W. Bottomley (Chief Accounting Officer)** on behalf of the registrant[227](index=227&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-22490 FORWARD AIR CORPORATION (Exact name of Registrant as specified in its charter) Tennessee 62-1120025 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 1915 Snapps Ferry Road Building N Greeneville TN 37745 (Address of principal executiv ...

Forward Air Corp (NASDAQ:FWRD) Q4 2019 Earnings Conference Call February 7, 2020 9:00 AM ET Company Participants Thomas Schmitt - Chairman, President & CEO Michael Morris - CFO, SVP & Treasurer Conference Call Participants Todd Fowler - KeyBanc Capital Markets Jack Atkins - Stephens Inc. Benjamin Hartford - Robert W. Baird & Co. Operator Thank you for joining Forward Air Corporation's Fourth Quarter 2019 Earnings Release Conference. Before we begin, I'd like to point out that both the press release and the ...

When it's bigger than a box and it really matters, "Think Forward" Investor Presentation November 2019 NASDAQ:FWRD www.ForwardAirCorp.com Forward Looking Statements Disclosure Today's presentation and discussion will contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "expects," "anticipates," "intends," "estimates," or similar expressions are intended to identify these forward-looking statements. These statements, which include statem ...

Financial Data and Key Metrics Changes - The company reported a 9% year-over-year revenue growth for Q3 2019, with a 10% growth in operating income when excluding reserve impacts [10][26] - Purchase transportation accounted for 45.5% of LTL revenue, with a 160 basis point dilution from the FSA acquisition [26] Business Line Data and Key Metrics Changes - The core LTL business saw a significant shift, with 40% of network revenue now coming from door-to-door services [11] - The 3PL segment experienced a 75% year-over-year growth, with the rate per shipment increasing by 60% [13] - Final mile business added $10 million in run rate new business, with a growing pipeline [15] Market Data and Key Metrics Changes - Tonnage per day for Q3 was down 5.1%, with a slight improvement to down 1.9% in October [34][38] - The company is experiencing pricing discipline while winning back business, indicating a positive trend in market positioning [40] Company Strategy and Development Direction - The company aims for double-digit annual revenue growth and margins, focusing on organic growth in LTL and targeted M&A in intermodal and final mile [7][8] - There is an ongoing evaluation of synergies between LTL and truckload operations to drive organic growth and lower costs [27][28] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about Q4 and 2020, highlighting the importance of operational efficiencies and strategic initiatives [67] - The potential impact of macroeconomic headwinds was acknowledged, but management remains focused on winning back business and expanding into new segments [61][62] Other Important Information - The company is committed to social responsibility initiatives, including support for military veterans and anti-trafficking efforts [21][22] - A shift in capital expenditures towards technology and IT is planned for 2020, with a focus on enhancing customer experiences and operational efficiencies [80][81] Q&A Session Summary Question: Monthly tonnage trends and fourth quarter revenue guidance - Tonnage per day was down 5.1% in Q3, with a slight improvement in October to down 1.9% [34][38] Question: Impact of accident costs on segments - The initial impact was felt in the LTL business, with subsequent effects in corporate [41][42] Question: Synergies between truckload and LTL - Positive effects from combined operations are expected, but the exact impact on segment results is hard to predict [46][50] Question: Revenue per 100-weight outlook for 2020 - Revenue per 100-weight is expected to remain positive despite industry pressures [68][69] Question: Pool business growth and expectations for 2020 - Continued growth and pricing discipline are anticipated in the pool business, with strong financial outcomes expected [76][77] Question: 2020 CapEx expectations - CapEx is expected to be around $30 million to $35 million, with a shift towards technology investments [80][81]

[Part I. Financial Information](index=3&type=section&id=Part%20I.%20Financial%20Information) [Item 1. Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) Unaudited Q3 2019 financial statements show total assets at $980.6 million, operating revenue at $1.03 billion, and net income at $62.9 million, reflecting growth and new accounting impacts Condensed Consolidated Balance Sheets (Unaudited) | | September 30, 2019 (in thousands) | December 31, 2018 (in thousands) | | :--- | :--- | :--- | | **Assets** | | | | Total current assets | $215,711 | $201,082 | | Total property and equipment, net | $220,843 | $209,895 | | Operating lease right-of-use assets | $158,977 | — | | Total goodwill and other acquired intangibles, net | $350,461 | $312,753 | | **Total assets** | **$980,633** | **$760,215** | | **Liabilities and Shareholders' Equity** | | | | Total current liabilities | $139,775 | $74,723 | | Debt and finance lease obligations, less current portion | $72,738 | $47,335 | | Operating lease obligations, less current portion | $112,553 | — | | Total shareholders' equity | $561,145 | $553,244 | | **Total liabilities and shareholders' equity** | **$980,633** | **$760,215** | Condensed Consolidated Statements of Comprehensive Income (Unaudited, in millions) | | Three months ended Sep 30, 2019 | Three months ended Sep 30, 2018 | Nine months ended Sep 30, 2019 | Nine months ended Sep 30, 2018 | | :--- | :--- | :--- | :--- | :--- | | Operating revenue | $361,663 | $331,375 | $1,028,891 | $964,325 | | Income from operations | $30,689 | $29,879 | $85,973 | $86,984 | | Net income | $22,195 | $22,329 | $62,932 | $64,366 | | Diluted EPS | $0.78 | $0.76 | $2.19 | $2.18 | Condensed Consolidated Statements of Cash Flows (Unaudited, in millions) | | Nine months ended Sep 30, 2019 | Nine months ended Sep 30, 2018 | | :--- | :--- | :--- | | Net cash provided by operating activities | $117,731 | $113,845 | | Net cash used in investing activities | ($64,001) | ($32,448) | | Net cash used in financing activities | ($44,563) | ($56,379) | | Net increase in cash | $9,167 | $25,018 | | Cash at end of period | $34,824 | $28,911 | [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail four segments, the adoption of new lease accounting standards, two strategic acquisitions, a change in depreciation estimates, and ongoing share repurchases - The company operates in **four reportable segments**: Expedited LTL, Intermodal, Truckload Premium Services (TLS), and Pool Distribution[22](index=22&type=chunk) - Adopted new lease standard ASU 2016-02 on January 1, 2019, recording right-of-use lease assets of **$158,977 thousand** and lease liabilities of **$159,690 thousand** as of September 30, 2019[29](index=29&type=chunk)[76](index=76&type=chunk) - In April 2019, acquired FSA Logistix for **$27.0 million** plus a potential earnout to expand final mile operations in the Expedited LTL segment[34](index=34&type=chunk)[38](index=38&type=chunk) - In July 2019, acquired O.S.T. Logistics for **$12.0 million** to expand the Intermodal segment's East Coast footprint[34](index=34&type=chunk)[38](index=38&type=chunk) - A study on asset useful lives led to extending the average life of trailers from 7 to 10 years and tractors from 5 to 10 years, effective July 1, 2019, which reduced depreciation by **$1.0 million** for the three and nine months ended September 30, 2019[50](index=50&type=chunk) - On February 5, 2019, a new stock repurchase plan was approved authorizing up to **5 million shares**, with **789,000 shares** repurchased for **$47.9 million** in the first nine months of 2019[98](index=98&type=chunk)[100](index=100&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=31&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management's discussion highlights Q3 2019 revenue growth to $361.7 million, driven by acquisitions, alongside increased operating expenses and a slight decline in nine-month operating income [Results from Operations - Three Months Ended September 30, 2019](index=33&type=section&id=Results%20from%20Operations%20-%20Three%20Months%20Ended%20September%2030%2C%202019) Q3 2019 operating revenue increased 9.1% to $361.7 million, driven by acquisitions, while expenses rose 9.8%, resulting in a modest 2.7% increase in operating income Consolidated Results - Three Months Ended September 30 (in millions) | (in millions) | 2019 | 2018 | % Change | | :--- | :--- | :--- | :--- | | Operating revenue | $361.7 | $331.4 | 9.1% | | Total operating expenses | $331.0 | $301.5 | 9.8% | | Income from operations | $30.7 | $29.9 | 2.7% | | Net income | $22.2 | $22.3 | (0.4)% | - Revenue growth was driven by the Expedited LTL segment, which increased by **$21.6 million**, mainly from the final mile revenue of the acquired FSA business[133](index=133&type=chunk) - Operating expenses increased by **$29.5 million**, with salaries, wages, and benefits rising by **$11.3 million** and purchased transportation by **$8.1 million**[134](index=134&type=chunk) [Segment Analysis - Three Months Ended September 30, 2019](index=36&type=section&id=Segment%20Analysis%20-%20Three%20Months%20Ended%20September%2030%2C%202019) Q3 2019 segment analysis shows Expedited LTL and Pool Distribution growth, Intermodal margin pressure, and a significant decline in Truckload Premium Services operating income Segment Income from Operations - Q3 2019 vs Q3 2018 (in millions) | Segment | Q3 2019 | Q3 2018 | % Change | | :--- | :--- | :--- | :--- | | Expedited LTL | $25.9 | $23.7 | 9.3% | | Intermodal | $6.9 | $7.3 | (5.5)% | | Truckload Premium Services | $0.6 | $1.7 | (64.7)% | | Pool Distribution | $1.9 | $0.7 | 171.4% | - Expedited LTL's revenue increase was primarily due to a **$21.7 million** rise in final mile revenue from the FSA acquisition, though tonnage from traditional linehaul decreased by **3.6%**[144](index=144&type=chunk) - Intermodal's operating income margin deteriorated from **14.5% to 11.8%** due to losing leverage on fixed costs and a decrease in high-margin storage revenue[163](index=163&type=chunk) - TLS revenue per mile decreased by **6.8%** due to rate pressures from both spot and contract markets, leading to a significant drop in operating income[166](index=166&type=chunk)[167](index=167&type=chunk) [Results from Operations - Nine Months Ended September 30, 2019](index=49&type=section&id=Results%20from%20Operations%20-%20Nine%20Months%20Ended%20September%2030%2C%202019) Nine-month 2019 consolidated revenue grew 6.7% to $1.03 billion, but operating expenses increased faster, leading to a 1.1% decline in operating income to $86.0 million Consolidated Results - Nine Months Ended September 30 (in millions) | (in millions) | 2019 | 2018 | % Change | | :--- | :--- | :--- | :--- | | Operating revenue | $1,028.9 | $964.3 | 6.7% | | Total operating expenses | $942.9 | $877.3 | 7.5% | | Income from operations | $86.0 | $87.0 | (1.1)% | | Net income | $62.9 | $64.4 | (2.3)% | - Revenue growth was led by a **$43.0 million** increase in the Expedited LTL segment, mainly from the FSA acquisition[191](index=191&type=chunk) - Operating income decreased by **$1.0 million**, driven by increased insurance reserves and a decline in the TLS segment, which offset gains in other segments[194](index=194&type=chunk) [Segment Analysis - Nine Months Ended September 30, 2019](index=51&type=section&id=Segment%20Analysis%20-%20Nine%20Months%20Ended%20September%2030%2C%202019) Nine-month segment analysis shows Expedited LTL and Intermodal growth, continued decline in Truckload Premium Services, and increased losses in Other Operations due to higher reserves Segment Income from Operations - Nine Months Ended Sep 30 (in millions) | Segment | 2019 | 2018 | % Change | | :--- | :--- | :--- | :--- | | Expedited LTL | $72.4 | $71.0 | 2.0% | | Intermodal | $18.3 | $16.3 | 12.3% | | Truckload Premium Services | $2.1 | $3.4 | (38.2)% | | Pool Distribution | $4.7 | $3.7 | 27.0% | | Other operations | ($11.5) | ($7.4) | 55.4% | - Expedited LTL's operating margin compressed from **12.9% to 12.2%** due to lower linehaul tonnage and costs associated with the FSA acquisition and integration[209](index=209&type=chunk) - Intermodal's operating income increased due to revenue rate increases and contributions from the Southwest and MMT acquisitions[221](index=221&type=chunk) - The operating loss in 'Other Operations' widened significantly to **$11.5 million**, primarily due to **$6.5 million** in vehicular reserves for unfavorable claim development and **$2.9 million** in CEO transition costs[249](index=249&type=chunk) [Liquidity and Capital Resources](index=65&type=section&id=Liquidity%20and%20Capital%20Resources) Liquidity analysis shows $117.7 million cash from operations, increased investing activities due to acquisitions, and reduced financing outflows, with $68.5 million available credit capacity - Net cash from operating activities increased by **$3.9 million** YoY to **$117.7 million** for the first nine months of 2019[254](index=254&type=chunk) - Investing activities included **$39.0 million** for the acquisitions of FSA and OST, and **$25.0 million** in net capital expenditures[255](index=255&type=chunk) - Financing activities included **$20.0 million** in proceeds from the senior credit facility, **$47.9 million** in share repurchases, and **$15.4 million** in dividend payments[15](index=15&type=chunk)[257](index=257&type=chunk) - As of September 30, 2019, the company had **$67.5 million** in borrowings outstanding under its revolving credit facility and **$68.5 million** of available capacity[67](index=67&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=67&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company reports no significant or material changes in market risk exposure related to outstanding debt since its 2018 Form 10-K - Exposure to market risk from outstanding debt is not significant and has not changed materially since the 2018 Form 10-K[262](index=262&type=chunk) [Item 4. Controls and Procedures](index=67&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were effective as of September 30, 2019, with internal control changes implemented for the new lease accounting standard - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of the end of the reporting period[263](index=263&type=chunk) - Changes to internal controls were implemented to meet the reporting and disclosure requirements of the new lease accounting standard, ASU 2016-02[264](index=264&type=chunk) [Part II. Other Information](index=67&type=section&id=Part%20II.%20Other%20Information) [Item 1. Legal Proceedings](index=67&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in routine litigation incidental to its business, with no expected material adverse effect on financial condition or operations - The company is party to routine litigation incidental to its business, which is not expected to have a material adverse effect[265](index=265&type=chunk) [Item 1A. Risk Factors](index=67&type=section&id=Item%201A.%20Risk%20Factors) No material changes in the nature of risk factors have occurred since the 2018 Annual Report on Form 10-K - There have been no changes in the nature of risk factors since the 2018 Annual Report on Form 10-K[266](index=266&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=68&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During Q3 2019, the company repurchased 152,250 shares at an average price of $61.01, with 4,278,556 shares remaining under the current authorization Issuer Purchases of Equity Securities (Q3 2019) | Period | Total Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | July 2019 | 54,918 | $59.54 | | August 2019 | 51,332 | $60.56 | | September 2019 | 46,000 | $63.28 | | **Total** | **152,250** | **$61.01** | - As of September 30, 2019, **4,278,556 shares** were available for repurchase under the plan authorized in February 2019[268](index=268&type=chunk)[269](index=269&type=chunk) [Item 6. Exhibits](index=69&type=section&id=Item%206.%20Exhibits) This section lists filed exhibits, including corporate documents, CEO/CFO certifications, and Interactive Data Files (XBRL) - Lists filed exhibits, including CEO/CFO certifications (31.1, 31.2, 32.1, 32.2) and XBRL data files[275](index=275&type=chunk)

Forward Air Corporation (NASDAQ:FWRD) Q2 2019 Results Conference Call July 26, 2019 10:00 AM ET Company Participants Tom Schmitt - CEO Mike Morris - CFO Conference Call Participants Wayne Thomas - Stephens Scott Group - Wolfe Research Todd Fowler - KeyBanc Seldon Clarke - Deutsche Bank Kevin Sterling - Seaport Global Securities Bruce Chan - Stifel Operator Ladies and gentlemen, thank you for joining Forward Air Corporation's Second Quarter 2019 Earnings Release Conference Call. Before we begin, I'd like to ...

Part I. Financial Information [Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) For H1 2019, revenues increased to $667.2 million, assets grew to $936.6 million primarily due to new lease accounting, while net income slightly decreased [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets increased to $936.6 million, driven by $149.5 million in lease assets, with liabilities rising to $426.5 million due to lease obligations Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2019 | December 31, 2018 | Change | | :--- | :--- | :--- | :--- | | **Total Assets** | **$936,557** | **$760,215** | **+$176,342** | | Cash and cash equivalents | $14,777 | $25,657 | -$10,880 | | Operating lease right-of-use assets | $149,544 | $— | +$149,544 | | Goodwill and other acquired intangibles, net | $344,855 | $312,753 | +$32,102 | | **Total Liabilities** | **$386,515** | **$206,971** | **+$179,544** | | Operating lease obligations (Current & Long-term) | $150,122 | $— | +$150,122 | | Debt and finance lease obligations | $57,508 | $47,644 | +$9,864 | | **Total Shareholders' Equity** | **$550,042** | **$553,244** | **-$3,202** | [Condensed Consolidated Statements of Comprehensive Income](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income) Q2 2019 operating revenue grew 4.7% to $345.8 million, but income from operations declined 7.0% to $30.6 million, leading to an 8.2% drop in net income Q2 and YTD Financial Performance (in thousands, except per share data) | Metric | Q2 2019 | Q2 2018 | % Change | YTD 2019 | YTD 2018 | % Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | $345,756 | $330,343 | 4.7% | $667,227 | $632,951 | 5.4% | | Income from Operations | $30,550 | $32,870 | -7.0% | $55,284 | $57,105 | -3.2% | | Net Income | $22,330 | $24,298 | -8.2% | $40,737 | $42,038 | -3.1% | | Diluted EPS | $0.78 | $0.82 | -4.9% | $1.41 | $1.42 | -0.7% | | Dividends per share | $0.18 | $0.15 | 20.0% | $0.36 | $0.30 | 20.0% | [Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash from operations increased to $71.8 million, while investing activities used $42.3 million due to acquisitions, and financing used $40.3 million for repurchases and dividends Six Months Ended June 30 Cash Flow Summary (in thousands) | Activity | 2019 | 2018 | | :--- | :--- | :--- | | Net cash provided by operating activities | $71,764 | $66,990 | | Net cash used in investing activities | ($42,326) | ($13,114) | | *Acquisition of business, net of cash* | *($27,000)* | *$-* | | Net cash used in financing activities | ($40,318) | ($37,667) | | *Repurchase of common stock* | *($38,617)* | *($28,165)* | | **Net (decrease) increase in cash** | **($10,880)** | **$16,209** | [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Key disclosures include the FSA Logistix acquisition, adoption of new lease accounting (ASU 2016-02), a new share repurchase program, and a $5 million vehicular claims reserve - The company operates in four reportable segments: Expedited LTL, Intermodal, Truckload Premium Services (TLS), and Pool Distribution[23](index=23&type=chunk) - In April 2019, the company acquired FSA Logistix for **$27 million** in cash plus a potential earnout of up to **$15 million**, expanding final mile pickup and delivery operations within the Expedited LTL segment[35](index=35&type=chunk) - On January 1, 2019, the company adopted the new lease standard ASU 2016-02, resulting in the recognition of right-of-use lease assets of **$149.5 million** and lease liabilities of **$150.1 million** as of June 30, 2019[30](index=30&type=chunk)[73](index=73&type=chunk) - In February 2019, the Board approved a new stock repurchase plan for up to **5 million shares**, with **637,000 shares** repurchased for **$38.6 million** during the first six months of 2019[89](index=89&type=chunk)[91](index=91&type=chunk) - During Q2 2019, the company recorded a **$5 million** reserve for pending vehicular claims[96](index=96&type=chunk) - Subsequent to the quarter's end, on July 14, 2019, the company acquired OST Logistics for **$12 million** to expand its Intermodal segment's footprint on the east coast[107](index=107&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=27&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Q2 2019 revenue grew 4.7% driven by acquisitions, but operating income declined 7.0% due to increased expenses, including a $5.0 million vehicular claims reserve and CEO transition costs [Results from Operations - Three Months Ended June 30, 2019](index=29&type=section&id=Results%20from%20Operations%20-%20Three%20Months%20Ended%20June%2030,%202019) Q2 2019 consolidated revenue rose 4.7% to $345.7 million, but operating income fell 7.0% to $30.6 million, impacted by a $4.0 million vehicle claim reserve and CEO transition costs Q2 2019 Segment Performance (in millions) | Segment | Operating Revenue | % Change YoY | Income from Operations | % Change YoY | | :--- | :--- | :--- | :--- | :--- | | Expedited LTL | $205.7 | 6.6% | $26.9 | 1.5% | | Intermodal | $50.5 | 2.6% | $5.2 | -7.1% | | Truckload Premium Services | $46.1 | -5.7% | $0.7 | -58.8% | | Pool Distribution | $45.8 | 5.8% | $1.6 | 0.0% | | **Total** | **$345.7** | **4.7%** | **$30.6** | **-7.0%** | - Operating expenses increased by **$17.7 million**, driven by an **$8.2 million** increase in salaries (partly from acquisitions) and a **$3.1 million** increase in insurance and claims, which included a **$5.0 million** reserve for pending vehicular claims[123](index=123&type=chunk) - The operating loss from 'Other Operations' increased to **$3.8 million**, primarily due to a **$4.0 million** vehicle claim reserve and **$0.6 million** in costs related to the CEO transition[175](index=175&type=chunk) [Results from Operations - Six Months Ended June 30, 2019](index=42&type=section&id=Results%20from%20Operations%20-%20Six%20Months%20Ended%20June%2030,%202019) H1 2019 consolidated revenue grew 5.4% to $667.2 million, but operating income decreased 3.2% to $55.3 million, impacted by a $5.0 million vehicle claim reserve and CEO transition costs YTD 2019 Segment Performance (in millions) | Segment | Operating Revenue | % Change YoY | Income from Operations | % Change YoY | | :--- | :--- | :--- | :--- | :--- | | Expedited LTL | $384.3 | 5.9% | $46.5 | -1.7% | | Intermodal | $104.6 | 7.1% | $11.4 | 26.7% | | Truckload Premium Services | $91.8 | -3.4% | $1.5 | -11.8% | | Pool Distribution | $91.0 | 5.8% | $2.8 | -6.7% | | **Total** | **$667.2** | **5.4%** | **$55.3** | **-3.2%** | - The operating loss from 'Other Operations' widened to **$6.9 million** from **$3.9 million** in the prior year, driven by a **$4.0 million** vehicle claim reserve, **$1.6 million** in loss development factors, and **$1.3 million** in CEO transition costs[235](index=235&type=chunk) [Liquidity and Capital Resources](index=55&type=section&id=Liquidity%20and%20Capital%20Resources) Cash from operations increased to $71.8 million, while major uses included $27.0 million for acquisitions, $38.6 million for share repurchases, and $10.3 million for dividends - Net cash from operating activities increased to **$71.8 million** for the first six months of 2019, compared to **$67.0 million** in 2018[240](index=240&type=chunk) - Investing activities used **$42.3 million**, primarily consisting of **$27.0 million** for the acquisition of FSA and **$15.3 million** in net capital expenditures[241](index=241&type=chunk) - Financing activities used **$40.3 million**, which included **$38.6 million** in share repurchases and **$10.3 million** in dividend payments, partially offset by **$10.0 million** in proceeds from the senior credit facility[242](index=242&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=56&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company states that its exposure to market risk related to its outstanding debt is not significant and has not materially changed from the disclosures in its 2018 Form 10-K - Exposure to market risk from outstanding debt is not significant and has not changed materially since the 2018 Form 10-K[246](index=246&type=chunk) [Controls and Procedures](index=56&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective, with changes implemented for the new lease accounting standard (ASU 2016-02) - The CEO and CFO believe the company's disclosure controls and procedures are effective[248](index=248&type=chunk) - Changes to internal controls were implemented to meet the reporting and disclosure requirements of the new lease standard, ASU 2016-02[249](index=249&type=chunk) Part II. Other Information [Legal Proceedings](index=57&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in ordinary, routine litigation incidental to its business, primarily related to personal injury, property damage, and workers' compensation claims - The company is party to ordinary, routine litigation which is not expected to have a material adverse effect on its business[250](index=250&type=chunk) [Risk Factors](index=57&type=section&id=Item%201A.%20Risk%20Factors) There have been no changes in the nature of the company's risk factors since the filing of its 2018 Annual Report on Form 10-K - There have been no changes in the nature of risk factors since December 31, 2018[251](index=251&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=58&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) In Q2 2019, the company repurchased **406,894** shares at an average price of **$60.05** under a new **5.0 million** share authorization plan Q2 2019 Share Repurchases | Period | Total Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | April 2019 | 53,284 | $65.73 | | May 2019 | 150,200 | $60.77 | | June 2019 | 203,410 | $58.04 | | **Total Q2** | **406,894** | **$60.05** | - On February 5, 2019, the Board approved a new share repurchase authorization for up to **5.0 million shares**[254](index=254&type=chunk) [Exhibits](index=59&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including corporate governance documents, material contracts, and certifications by the CEO and CFO