Back to GetFilings.com



Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2004
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   (I.R.S. Employer Identification No.)
incorporation or organization)    
     
430 Airport Road    
Greeneville, Tennessee   37745
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (423) 636-7000

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES   X      NO

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

YES   X      NO

The number of shares outstanding of the registrant’s common stock, $.01 par value, as of July 29, 2004 was 21,525,809.

 


Table of Contents

Table of Contents

Forward Air Corporation

             
        Page
        Number
  Financial Information        
  Financial Statements (unaudited)        
  Condensed Consolidated Balance Sheets - June 30, 2004 and December 31, 2003     3  
  Condensed Consolidated Statements of Income - Three and six months ended June 30, 2004 and 2003     4  
  Condensed Consolidated Statements of Cash Flows - Six months ended June 30, 2004 and 2003     5  
  Notes to Condensed Consolidated Financial Statements - June 30, 2004     6  
  Management’s Discussion and Analysis of Financial Condition and Results of Operations     10  
  Quantitative and Qualitative Disclosures About Market Risk     16  
  Controls and Procedures     16  
  Other Information        
  Legal Proceedings     17  
  Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities     17  
  Defaults Upon Senior Securities     17  
  Submission of Matters to a Vote of Security Holders     17  
  Other Information     19  
  Exhibits and Reports on Form 8-K     19  
Signatures     21  
 EX-10.1 AMENDMENT TO 1999 STOCK OPTION AND INCENTIVE PLAN
 EX-31.1 SECTION 302 CERTIFICATION OF THE CEO
 EX-31.2 SECTION 302 CERTIFICATION OF THE CFO
 EX-32.1 SECTION 906 CERTIFICATION OF THE CEO
 EX-32.2 SECTION 906 CERTIFICATION OF THE CFO

 


Table of Contents

Part I. Financial Information

Item 1. Financial Statements (Unaudited)

Forward Air Corporation

Condensed Consolidated Balance Sheets
                 
    June 30, 2004
  December 31, 2003
    (Unaudited)
  (Note 1)
    (In thousands, except share data)
Assets
               
Current assets:
               
Cash and cash equivalents
  $ 93,866     $ 83,539  
Short-term investments
    6,000       3,000  
Accounts receivable, less allowance of $1,107 in 2004 and $1,263 in 2003
    33,829       31,457  
Other current assets
    6,570       5,170  
 
   
 
     
 
 
Total current assets
    140,265       123,166  
Property and equipment
    73,381       70,231  
Less accumulated depreciation and amortization
    40,611       37,319  
 
   
 
     
 
 
 
    32,770       32,912  
Other assets
    19,093       19,009  
 
   
 
     
 
 
Total assets
  $ 192,128     $ 175,087  
 
   
 
     
 
 
Liabilities and Shareholders’ Equity
               
Current liabilities:
               
Accounts payable
  $ 6,906     $ 7,379  
Accrued expenses
    13,984       12,882  
Current portion of capital lease obligations
    29       29  
 
   
 
     
 
 
Total current liabilities
    20,919       20,290  
Capital lease obligations, less current portion
    892       907  
Deferred income taxes
    8,022       6,182  
Shareholders’ equity:
               
Preferred stock
           
Common stock, $.01 par value:
               
Authorized shares - 50,000,000
               
Issued and outstanding shares – 21,478,384 in 2004 and 21,496,885 in 2003
    215       215  
Additional paid-in capital
    36,788       37,517  
Accumulated other comprehensive income
    2       1  
Retained earnings
    125,290       109,975  
 
   
 
     
 
 
Total shareholders’ equity
    162,295       147,708  
 
   
 
     
 
 
Total liabilities and shareholders’ equity
  $ 192,128     $ 175,087  
 
   
 
     
 
 

The accompanying notes are an integral part of the financial statements.

3


Table of Contents

Forward Air Corporation

Condensed Consolidated Statements of Income

(Unaudited)
                                 
    Three months ended
  Six months ended
    June 30, 2004
  June 30, 2003
  June 30, 2004
  June 30, 2003
    (In thousands, except per share data)
Operating revenue
  $ 68,410     $ 59,174     $ 132,713     $ 115,820  
Operating expenses:
                               
Purchased transportation
    27,925       24,698       54,919       48,655  
Salaries, wages and employee benefits
    15,110       13,424       29,783       26,422  
Operating leases
    3,191       3,289       6,453       6,375  
Depreciation and amortization
    1,696       1,775       3,395       3,552  
Insurance and claims
    1,827       1,308       3,249       2,632  
Other operating expenses
    5,257       4,663       10,776       9,596  
 
   
 
     
 
     
 
     
 
 
 
    55,006       49,157       108,575       97,232  
 
   
 
     
 
     
 
     
 
 
Income from operations
    13,404       10,017       24,138       18,588  
Other income (expense):
                               
Interest expense
    (14 )     (18 )     (28 )     (39 )
Other, net
    222       161       399       307  
 
   
 
     
 
     
 
     
 
 
 
    208       143       371       268  
 
   
 
     
 
     
 
     
 
 
Income before income taxes
    13,612       10,160       24,509       18,856  
Income taxes
    5,104       3,811       9,194       7,072  
 
   
 
     
 
     
 
     
 
 
Net income
  $ 8,508     $ 6,349     $ 15,315     $ 11,784  
 
   
 
     
 
     
 
     
 
 
Income per share:
                               
Basic
  $ 0.40     $ 0.30     $ 0.71     $ 0.55  
 
   
 
     
 
     
 
     
 
 
Diluted
  $ 0.39     $ 0.29     $ 0.70     $ 0.54  
 
   
 
     
 
     
 
     
 
 

The accompanying notes are an integral part of the financial statements.

4


Table of Contents

Forward Air Corporation

Condensed Consolidated Statements of Cash Flows

(Unaudited)
                 
    Six months ended
    June 30, 2004
  June 30, 2003
    (In thousands)
Operating activities:
               
Net income
  $ 15,315     $ 11,784  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation and amortization
    3,395       3,552  
Loss on sale of property and equipment
    34       38  
Deferred income taxes
    1,840       1,089  
Changes in operating assets and liabilities:
               
Accounts receivable
    (2,372 )     1,022  
Inventories
    52       19  
Prepaid expenses and other assets
    (1,452 )     (1,513 )
Accounts payable and accrued expenses
    1,149       (1,177 )
Income taxes
    (520 )     (701 )
Tax benefit of stock options exercised
    92       337  
 
   
 
     
 
 
Net cash provided by operating activities
    17,533       14,450  
Investing activities:
               
Proceeds from disposal of property and equipment
    8        
Purchases of property and equipment
    (3,294 )     (2,040 )
Proceeds from sales or maturities of available-for-sale securities
          17,260  
Purchases of available-for-sale securities
    (3,000 )     (2,999 )
Other
    (84 )     40  
 
   
 
     
 
 
Net cash (used in) provided by investing activities
    (6,370 )     12,261  
Financing activities:
               
Payments of long-term debt
          (238 )
Payments of capital lease obligations
    (15 )     (13 )
Proceeds from exercise of stock options
    859       508  
Common stock issued under employee stock purchase plan
    130       95  
Repurchase of common stock
    (1,810 )      
 
   
 
     
 
 
Net cash (used in) provided by financing activities
    (836 )     352  
 
   
 
     
 
 
Net increase in cash and cash equivalents
    10,327       27,063  
Cash and cash equivalents at beginning of period
    83,539       33,642  
 
   
 
     
 
 
Cash and cash equivalents at end of period
  $ 93,866     $ 60,705  
 
   
 
     
 
 

The accompanying notes are an integral part of the financial statements.

5


Table of Contents

Forward Air Corporation

Notes to Condensed Consolidated Financial Statements

(Unaudited)
June 30, 2004

1. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six month periods ended June 30, 2004 are not necessarily indicative of the results that may be expected for the year ending December 31, 2004. For further information, refer to the consolidated financial statements and footnotes thereto included in the Forward Air Corporation Annual Report on Form 10-K for the year ended December 31, 2003.

The balance sheet at December 31, 2003 has been derived from the audited financial statements at that date, but does not include all of the financial information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.

2. Employee Stock Options

The Company grants options for a fixed number of shares to employees with an exercise price equal to the fair value of the shares at the grant date. The Company accounts for employee stock option grants using the intrinsic value method in accordance with Accounting Principles Board (“APB”) Opinion No. 25, Accounting for Stock Issued to Employees, and, accordingly, recognizes no compensation expense for the stock option grants. The Company follows the disclosure option of Statement of Financial Accounting Standards (“SFAS”) No. 123, Accounting for Stock Based Compensation, as amended by SFAS No. 148, Accounting for Stock-Based Compensation-Transition and Disclosure, which requires that the information be disclosed as if the Company accounted for its stock options granted subsequent to December 31, 1994 under the fair value method.

6


Table of Contents

Forward Air Corporation

Notes to Condensed Consolidated Financial Statements

2. Employee Stock Options (continued)

For purposes of pro forma disclosures, the estimated fair value of the stock options is amortized to expense over the options’ vesting period. The Company’s pro forma information follows (in thousands, except per share data):

                                 
    Three months ended
  Six months ended
    June 30, 2004
  June 30, 2003
  June 30, 2004
  June 30, 2003
Net income, as reported
  $ 8,508     $ 6,349     $ 15,315     $ 11,784  
Pro forma compensation expense, net of tax
    (655 )     (676 )     (1,312 )     (1,755 )
 
   
 
     
 
     
 
     
 
 
Pro forma net income
  $ 7,853     $ 5,673     $ 14,003     $ 10,029  
 
   
 
     
 
     
 
     
 
 
As reported net income per share:
                               
Basic
  $ 0.40     $ 0.30     $ 0.71     $ 0.55  
Diluted
  $ 0.39     $ 0.29     $ 0.70     $ 0.54  
Pro forma net income per share:
                               
Basic
  $ 0.37     $ 0.27     $ 0.65     $ 0.47  
Diluted
  $ 0.36     $ 0.26     $ 0.64     $ 0.46  

3. Comprehensive Income

Comprehensive income includes any changes in the equity of the Company from transactions and other events and circumstances from non-owner sources. Comprehensive income for the quarter and six months ended June 30, 2004 was $8.5 million and $15.3 million, respectively, which includes $1,000 and $1,000 in unrealized gains, respectively, on available-for-sale securities. Comprehensive income for the quarter and six months ended June 30, 2003 was $6.4 million and $11.8 million, respectively, which includes $37,000 and $47,000 in unrealized gains, respectively, on available-for-sale securities.

7


Table of Contents

Forward Air Corporation

Notes to Condensed Consolidated Financial Statements

4. Net Income Per Share

The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share data):

                                 
    Three months ended
  Six months ended
    June 30, 2004
  June 30, 2003
  June 30, 2004
  June 30, 2003
Numerator:
                               
Numerator for basic and diluted income per share - net income
  $ 8,508     $ 6,349     $ 15,315     $ 11,784  
Denominator:
                               
Denominator for basic income per share - weighted-average shares
    21,497       21,276       21,503       21,251  
Effect of dilutive stock options
    301       388       276       378  
 
   
 
     
 
     
 
     
 
 
Denominator for diluted income per share - - adjusted weighted-average shares
    21,798       21,664       21,779       21,629  
 
   
 
     
 
     
 
     
 
 
Basic income per share
  $ 0.40     $ 0.30     $ 0.71     $ 0.55  
 
   
 
     
 
     
 
     
 
 
Diluted income per share
  $ 0.39     $ 0.29     $ 0.70     $ 0.54  
 
   
 
     
 
     
 
     
 
 

5. Income Taxes

For the three and six months ended June 30, 2004 and 2003, the effective income tax rate varied from the statutory federal income tax rate of 35% primarily as a result of the effect of state income taxes, net of the federal benefit, and permanent differences.

6. Commitments and Contingencies

The primary claims in the Company’s business are workers’ compensation, property damage, auto liability and medical benefits. Most of the Company’s insurance coverage provides for self-insurance levels with primary and excess coverage which management believes is sufficient to adequately protect the Company from catastrophic claims. In the opinion of management, adequate provision has been made for all incurred claims up to the self-insured limits, including provision for estimated claims incurred but not reported.

The Company estimates its self-insurance loss exposure by evaluating the merits and circumstances surrounding individual known claims, and by performing hindsight analysis to determine an estimate of probable losses on claims incurred but not reported. Such losses could be realized immediately as the events underlying the claims have already occurred as of the balance sheet dates.

8


Table of Contents

Forward Air Corporation

Notes to Condensed Consolidated Financial Statements

6. Commitments and Contingencies (continued)

Because of the uncertainty of the ultimate resolution of outstanding claims, as well as uncertainty regarding claims incurred but not reported, it is possible that management’s provision for these losses could change materially in the near term. However, no estimate can currently be made of the range of additional loss that is at least reasonably possible.

9


Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Introduction

We provide scheduled ground transportation of cargo on a time-definite basis. As a result of our established transportation schedule and network of terminals, our operating cost structure includes significant fixed costs. Our ability to improve our operating margins will depend on, among other things, our ability to increase the volume of freight moving through our network. Additional information regarding our business is described in our 2003 Annual Report on Form 10-K.

Critical Accounting Policies

A summary of significant accounting policies is disclosed in Note 1 to the Consolidated Financial Statements included in our 2003 Annual Report on Form 10-K. Our critical accounting policies are further described under the caption “Discussion of Critical Accounting Policies” in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2003 Annual Report on Form 10-K. There have been no changes in the nature of our critical accounting policies or the application of those policies since December 31, 2003.

Risk Factors

A summary of factors which could affect results and cause results to differ materially from those expressed in any forward-looking statements made by us, or on our behalf, are further described under the caption “Risk Factors” in the Business portion of our 2003 Annual Report on Form 10-K. There have been no changes in the nature of these factors since December 31, 2003.

10


Table of Contents

Results of Operations

The following table shows the percentage relationship of expense items to operating revenue for the periods indicated. In the accompanying discussion, all percentage figures are percent of operating revenue with the exception of revenue growth rates.

                                 
    Three months ended
  Six months ended
    June 30, 2004
  June 30, 2003
  June 30, 2004
  June 30, 2003
Operating revenue
    100.0 %     100.0 %     100.0 %     100.0 %
Operating expenses:
                               
Purchased transportation
    40.8       41.7       41.4       42.0  
Salaries, wages and employee benefits
    22.1       22.7       22.4       22.8  
Operating leases
    4.7       5.6       4.9       5.5  
Depreciation and amortization
    2.5       3.0       2.6       3.1  
Insurance and claims
    2.7       2.2       2.4       2.3  
Other operating expenses
    7.6       7.9       8.1       8.3  
 
   
 
     
 
     
 
     
 
 
 
    80.4       83.1       81.8       84.0  
Income from operations
    19.6       16.9       18.2       16.0  
Other income (expense):
                               
Other, net
    0.3       0.3       0.3       0.3  
 
   
 
     
 
     
 
     
 
 
 
    0.3       0.3       0.3       0.3  
 
   
 
     
 
     
 
     
 
 
Income before income taxes
    19.9       17.2       18.5       16.3  
Income taxes
    7.5       6.5       7.0       6.1  
 
   
 
     
 
     
 
     
 
 
Net income
    12.4 %     10.7 %     11.5 %     10.2 %
 
   
 
     
 
     
 
     
 
 

Three Months Ended June 30, 2004 compared to Three Months Ended June 30, 2003

Operating revenue increased by $9.2 million, or 15.5%, to $68.4 million in the second quarter of 2004 from $59.2 million in the same period of 2003. This increase resulted from an increase in traditional linehaul revenue of $7.3 million to $57.5 million, an increase in logistics revenue of $1.4 million to $6.1 million and an increase in other accessorial revenue of $0.5 million to $4.8 million. Traditional linehaul revenue was impacted by an increase in average weekly tonnage of 14.4% and a 0.2% increase in average revenue per pound, including the impact of fuel surcharge, versus the second quarter of 2003.

Purchased transportation represented 40.8% of operating revenue in the second quarter of 2004 compared to 41.7% in the same period of 2003. The decrease in purchased transportation as a percent of operating revenue was primarily the result of increases in volume, rates and efficiencies in the traditional linehaul and logistics business, which was offset, in part, by higher per mile costs. For the second quarter of 2004, traditional linehaul and logistics purchased transportation costs represented 39.5% and 65.7%, respectively, of operating revenue versus 40.5% and 70.3%, respectively, during the same period in 2003.

11


Table of Contents

Salaries, wages and employee benefits were 22.1% of operating revenue in the second quarter of 2004 compared to 22.7% for the same period of 2003. While we spent more on a dollar basis in this area, the increase in operating revenue was greater than the increase in the amount spent on salaries and wages. Salaries and wages, including incentives, decreased by 0.4% of operating revenue and workers’ compensation costs decreased by 0.2% versus last quarter. These decreases were offset, in part, by a 0.1% of operating revenue increase in health care costs during the quarter.

Operating leases, the largest component of which is facility rent, were 4.7% of operating revenue in the second quarter of 2004 compared to 5.6% in the same period of 2003. The decrease in operating leases as a percentage of operating revenue between periods was primarily attributable to an increase in operating revenue as the actual dollar amount for operating leases remained essentially flat during the period. We had the same number of leased facilities in the second quarter 2004, although we expanded the square footage in several markets, when compared to the prior-year period.

Depreciation and amortization expense as a percentage of operating revenue was 2.5% in the second quarter of 2004, compared to 3.0% in the same period of 2003. The decrease in depreciation and amortization expense as a percentage of operating revenue was primarily attributable to an increase in operating revenue. The actual dollar amount for depreciation and amortization decreased during the quarter as the result of the completion of the amortization of non-compete agreements. This decrease was offset by an increase in depreciation expense associated with new equipment we put into service since the second quarter of 2003.

Insurance and claims were 2.7% of operating revenue in the second quarter of 2004, compared to 2.2% in the same period of 2003. The increase in insurance and claims as a percentage of operating revenue resulted from an increase in the severity of claims during the quarter. Amounts paid for insurance decreased by 0.3% of operating revenue while claims expense increased by 0.8%.

Other operating expenses were 7.6% of operating revenue in the second quarter of 2004 compared to 7.9% in the same period of 2003. The decrease in other operating expenses as a percentage of operating revenue was attributable to an increase in operating revenue. Taxes and license fees and operating expenses decreased by 0.2% and 0.2% of operating revenue, respectively. These decreases were offset by increases in miscellaneous corporate expenses of 0.1% of operating revenue during the quarter.

Income from operations increased by $3.4 million, or 34.0%, to $13.4 million for the second quarter of 2004 compared with $10.0 million for the same period in 2003. The increase in income from operations was primarily a result of the increase in operating revenue which was offset by an increase in operating costs associated with operating the network.

Interest expense was $14,000, or less than 0.1% of operating revenue, in the second quarter of 2004, compared with $18,000, or less than 0.1% of operating revenue, for the same period in 2003. The decrease in interest expense was attributed to lower average net borrowings during the period.

12


Table of Contents

Other income, net was $222,000, or 0.3% of operating revenue, in the second quarter of 2004, compared to $161,000, or 0.3%, for the same period in 2003. The increase in other income, net resulted from flat yields on higher balances in both cash and cash equivalents and available-for-sale securities during the second quarter of 2004.

The combined federal and state effective tax rate for the second quarter of 2004 was 37.5% compared to a rate of 37.5% for the same period in 2003.

As a result of the foregoing factors, net income increased by $2.2 million, or 34.9%, to $8.5 million for the second quarter of 2004, compared to $6.3 million for the same period in 2003.

Six Months Ended June 30, 2004 compared to Six Months Ended June 30, 2003

Operating revenue increased by $16.9 million, or 14.6%, to $132.7 million in the first six months of 2004 from $115.8 million in the same period of 2003. This increase resulted from an increase in traditional linehaul revenue of $13.1 million to $111.9 million, an increase in logistics revenue of $2.0 million to $11.2 million and an increase in other accessorial revenue of $1.8 million to $9.6 million. Traditional linehaul revenue was impacted by an increase in average weekly tonnage of 11.3% and a 0.9% increase in average revenue per pound, including the effect of fuel surcharge, versus the first six months of 2003.

Purchased transportation represented 41.4% of operating revenue in the first six months of 2004 compared to 42.0% in the same period of 2003. The decrease in purchased transportation costs as a percent of operating revenue was primarily the result of increases in volume, rates and efficiencies in the traditional linehaul and logistics business, which was offset, in part, by higher per mile costs. For the first six months of 2004, traditional linehaul and logistics purchased transportation costs represented 40.4% and 66.4%, respectively, of operating revenue versus 40.4% and 71.0%, respectively, during the same period in 2003.

Salaries, wages and employee benefits were 22.4% of operating revenue in the first six months of 2004 compared to 22.8% for the same period of 2003. While we spent more on a dollar basis in this area, the increase in operating revenue was greater than the increase in the amount spent on salaries, wages and employee benefits. Salaries and wages, including incentives, decreased by 0.3% of operating revenue and workers’ compensation costs decreased by 0.1% of operating revenue versus last year. These decreases were offset, in part, by a 0.1% of operating revenue increase in health care costs during the first six months of this year versus last.

Operating leases, the largest component of which is facility rent, were 4.9% of operating revenue in the first six months of 2004 compared to 5.5% in the same period of 2003. The decrease in operating leases as a percentage of operating revenue between periods was primarily attributable to an increase in operating revenue as the actual dollar amount for operating leases remained essentially flat during the period. We had the same number of leased facilities in the first six months of 2004, although we expanded the square footage in several markets, when compared to the prior-year period.

Depreciation and amortization expense as a percentage of operating revenue was 2.6% in the first six months of 2004, compared to 3.1% in the same period of 2003. The decrease in depreciation and amortization expense as a percentage of operating revenue was primarily attributable to an

13


Table of Contents

increase in operating revenue. The actual dollar amount for depreciation and amortization decreased during the quarter as the result of the completion of the amortization of non-compete agreements. This decrease was offset by an increase in depreciation expense associated with new equipment we put into service during the period.

Insurance and claims were 2.4% of operating revenue in the first six months of 2004, compared to 2.3% in the same period of 2003. The increase in insurance and claims as a percentage of operating revenue resulted, in part, from an increase in the severity of claims during the period. Amounts paid for insurance decreased by 0.3% of operating revenue while claims expense increased by 0.5% of operating revenue during the period.

Other operating expenses were 8.1% of operating revenue in the first six months of 2004 compared to 8.3% in the same period of 2003. The decrease in other operating expenses as a percentage of operating revenue was attributable to an increase in operating revenue as the actual dollar amount increased. Taxes and licenses fees and operating expenses, including general supplies, decreased by 0.2% and 0.2% of operating revenue, respectively, during the first six months of 2004 versus 2003. These decreases, however, were offset, in part, by a 0.1% of operating revenue increase in miscellaneous corporate expenses.

Income from operations increased by $5.5 million, or 29.6%, to $24.1 million for the first six months of 2004 compared with $18.6 million for the same period in 2003. The increase in income from operations was primarily a result of the increase in operating revenue, including fuel surcharge, which was offset by an increase in operating costs associated with operating the network.

Interest expense was $28,000, or less than 0.1% of operating revenue, in the first six months of 2004, compared with $39,000, or less than 0.1%, for the same period in 2003. The decrease in interest expense was attributed to lower average net borrowings during the period.

Other income, net was $399,000, or 0.3% of operating revenue, in the first six months of 2004, compared to $307,000, or 0.3%, for the same period in 2003. The increase in other income, net resulted from higher interest income attributed to lower yields on higher balances in both cash and cash equivalents and available-for-sale securities during the first six months of 2004.

The combined federal and state effective tax rate for the first six months of 2004 was 37.5% compared to a rate of 37.5% for the same period in 2003.

As a result of the foregoing factors, net income increased by $3.5 million, or 29.7%, to $15.3 million for the first six months of 2004, compared to $11.8 million for the same period in 2003.

Liquidity and Capital Resources

We have historically financed our working capital needs, including capital purchases, with cash flows from operations and borrowings under our bank lines of credit. Net cash provided by operating activities totaled approximately $17.5 million for the six months ended June 30, 2004, compared with $14.5 million in the same period of 2003.

14


Table of Contents

Net cash used in investing activities was approximately $6.4 million for the six months ended June 30, 2004 compared with net cash provided by investing activities of $12.3 million in the same period of 2003. Investing activities consisted primarily of the purchase and sale or maturities of available-for-sale securities and the purchase of operating equipment and management information systems.

Net cash used in financing activities totaled approximately $0.8 million for the six months ended June 30, 2004 compared with net cash provided by financing activities of $0.4 million for the same period of 2003. Financing activities included the repayment of long-term debt and capital leases, proceeds received from the exercise of stock options and repurchases of our common stock.

Our credit facility consists of a working capital line of credit. As long as we comply with the financial covenants and ratios, the credit facility permits us to borrow up to $20.0 million less the amount of any outstanding letters of credit. Interest rates for advances under the facility vary based on how our performance measures against covenants related to total indebtedness, cash flows, results of operations and other ratios. The facility bears interest at LIBOR plus 1.0% to 1.9%, expires in April 2005 and is unsecured. At June 30, 2004, we had $-0- outstanding under the line of credit facility and had utilized $3.7 million of availability for outstanding letters of credit. We were in compliance with the financial covenants and ratios under the credit facility at June 30, 2004.

On July 25, 2002, we announced that our Board of Directors approved a stock repurchase program for up to 2,000,000 shares of our common stock. We expect to fund the repurchases of our common stock from cash and cash equivalents and available-for-sale securities and cash generated from operating activities. We repurchased 47,700 of our shares during the second quarter of 2004 and a total of 59,700 for the six months ended June 30, 2004. Since inception, we have repurchased 688,700 shares of our common stock for $13.9 million for an average purchase price of $20.18 per share.

Management believes that our available cash, investments, expected cash generated from future operations and borrowings under available credit facilities will be sufficient to satisfy our anticipated cash needs for at least the next twelve months.

Forward-Looking Statements

This report 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 (the “Exchange Act”). Forward-looking statements are statements other than historical information or statements of current condition and relate to future events or our future financial performance. 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

15


Table of Contents

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 acquisitions. 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.

Item 3. Quantitative and Qualitative Disclosure of Market Risk

Our exposure to market risk related to our remaining outstanding debt and available-for-sale securities is not significant and has not changed materially since December 31, 2003.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of June 30, 2004, our principal executive officer and principal financial officer, under the supervision and with the participation of management, have evaluated our disclosure controls and procedures as defined in Exchange Act Rules 13(a)-15(e) and 15(d)-15(e) and have determined that such controls and procedures are effective.

Changes in Internal Controls

The evaluation referred to above did not identify any change in our internal control over financial reporting that occurred in the period covered by this report that has materially affected or is reasonably likely to materially affect our internal controls over financial reporting.

16


Table of Contents

Part II. Other Information

Item 1. Legal Proceedings

We are, from time to time, a party to litigation arising in the normal course of our business, most of which involve claims for personal injury and property damage incurred in connection with the transportation of freight. Management believes that none of these actions, individually or in the aggregate, will have a material adverse effect on our financial condition or results of operations.

Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities

The following table provides information with respect to purchases we made of shares of our common stock during each month in the quarter ended June 30, 2004:

                                 
                    Total Number   Maximum
                    of Shares   Number of
                    Purchased as   Shares that
    Total   Average   Part of   May Yet Be
    Number of   Price   Publicly   Purchased
    Shares   Paid per   Announced   Under the
Period
  Purchased
  Share
  Program
  Program (1)
April 1-30, 2004
                641,000       1,359,000  
May 1-31, 2004
    32,700     $ 30.08       673,700       1,326,300  
June 1-30, 2004
    15,000     $ 30.98       688,700       1,311,300  
 
   
 
     
 
     
 
     
 
 
Total
    47,700     $ 30.36       688,700       1,311,300  
 
   
 
     
 
     
 
     
 
 

(1)   On July 25, 2002, we announced that our Board of Directors approved a stock repurchase program for up to 2,000,000 shares of our common stock.

Item 3. Defaults Upon Senior Securities

Not Applicable

Item 4. Submission of Matters to a Vote of Security Holders

Our annual meeting of shareholders was held on May 18, 2004 for the purposes of (i) electing eight directors; (ii) ratifying appointment of our independent auditors for 2004; (iii) approving an amendment to the 1999 Stock Option and Incentive Plan; (iv) approving an amendment to the Non-Employee Director Stock Option Plan; and (v) approval of an option award to a non-employee director in 2000.

17


Table of Contents

(i)   Shareholders elected each director nominee for a one-year term expiring at the 2005 annual meeting of shareholders. The vote for each director was as follows:

                 
    For
  Withheld
Bruce A. Campbell
    19,380,659       627,047  
Andrew C. Clarke
    17,007,975       2,999,731  
Hon. Robert K. Gray
    19,078,651       929,055  
Richard W. Hanselman
    19,430,364       577,342  
C. John Langley, Jr.
    19,348,367       659,339  
Ray A. Mundy
    19,666,097       341,609  
Scott M. Niswonger
    17,006,905       3,000,801  
B. Clyde Preslar
    19,699,446       308,260  

(ii)   The proposal to ratify the appointment of Ernst & Young LLP as our independent auditors for 2004 was approved as follows:

                 
For
  Against
  Abstain
19,722,549
    246,450       38,707  

(iii)   The Amendment to the 1999 Stock Option and Incentive Plan was approved and adopted by the shareholders as follows:

                         
For
  Against
  Abstain
  Broker Non-Votes
11,817,051
    6,020,651       228,311       1,941,693  

(iv)   The Amendment to the Non-Employee Director Stock Option Plan was approved and adopted by the shareholders as follows:

                         
For
  Against
  Abstain
  Broker Non-Votes
16,513,729
    1,324,448       227,836       1,941,693  

(v)   The option award to a non-employee director in 2000 was approved by the shareholders as follows:

                         
For
  Against
  Abstain
  Broker Non-Votes
13,994,989
    3,841,178       229,846       1,941,693  

18


Table of Contents

Item 5. Other Information

Not Applicable

Item 6. Exhibits and Reports on Form 8-K

(a)   Exhibits -

    In accordance with SEC Release No. 33-8212, Exhibits 32.1 and 32.2 are to be treated as “accompanying” this report rather than “filed” as part of the report.

     
3.1
  Restated Charter of the registrant (incorporated herein by reference to Exhibit 3 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 28, 1999)
 
   
3.2
  Bylaws of the registrant, as amended (incorporated herein by reference to Exhibit 3.1 to the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1998, filed with the Securities and Exchange Commission on November 16, 1998)
 
   
4.1
  Form of Landair Services, Inc. Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 to the registrant’s Registration Statement of Form S-1, filed with the Securities and Exchange Commission on September 27, 1993)
 
   
4.2
  Form of Forward Air Corporation Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 to the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1998, filed with the Securities and Exchange Commission on November 16, 1998)
 
   
4.3
  Rights Agreement, dated May 18, 1999, between the registrant and SunTrust Bank, Atlanta, N.A., including the Form of Rights Certificate (Exhibit A) and the Form of Summary of Rights (Exhibit B) (incorporated herein by reference to Exhibit 4 to the registrant’s Current Report on Form 8-K filed with the Commission on May 28, 1999)
 
   
10.1
  Amendment to the Forward Air Corporation 1999 Stock Option and Incentive Plan

19


Table of Contents

     
31.1
  Certification Pursuant to 15 U.S.C. Section 10A, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, executed by Bruce A. Campbell, President and Chief Executive Officer of Forward Air Corporation
 
   
31.2
  Certification Pursuant to 15 U.S.C. Section 10A, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, executed by Andrew C. Clarke, Chief Financial Officer, Senior Vice President and Treasurer of Forward Air Corporation
 
   
32.1
  Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by Bruce A. Campbell, President and Chief Executive Officer of Forward Air Corporation
 
   
32.2
  Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by Andrew C. Clarke, Chief Financial Officer, Senior Vice President and Treasurer of Forward Air Corporation

(b)   Reports on Form 8-K –

    We filed two reports on Form 8-K during the quarter ended June 30, 2004 as follows:

(1)   On April 12, 2004, we filed a report on Form 8-K and issued a press release announcing the appointment by our Board of Directors of three new non-employee directors.
 
(2)   On April 27, 2004, we filed a report on Form 8-K and issued a press release announcing our financial results for the quarter ended March 31, 2004.

20


Table of Contents

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

             
    Forward Air Corporation
 
           
Date: August 2, 2004
  By:   /s/ Andrew C. Clarke    
     
   
      Chief Financial Officer    
      and Senior Vice President    

21


Table of Contents

EXHIBIT INDEX

     
No.
  Exhibit
3.1
  Restated Charter of the registrant (incorporated herein by reference to Exhibit 3 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 28, 1999)
 
   
3.2
  Bylaws of the registrant, as amended (incorporated herein by reference to Exhibit 3.1 to the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1998, filed with the Securities and Exchange Commission on November 16, 1998)
 
   
4.1
  Form of Landair Services, Inc. Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 to the registrant’s Registration Statement of Form S-1, filed with the Securities and Exchange Commission on September 27, 1993)
 
   
4.2
  Form of Forward Air Corporation Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 to the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1998, filed with the Securities and Exchange Commission on November 16, 1998)
 
   
4.3
  Rights Agreement, dated May 18, 1999, between the registrant and SunTrust Bank, Atlanta, N.A., including the Form of Rights Certificate (Exhibit A) and the Form of Summary of Rights (Exhibit B) (incorporated herein by reference to Exhibit 4 to the registrant’s Current Report on Form 8-K filed with the Commission on May 28, 1999)
 
   
10.1
  Amendment to the Forward Air Corporation 1999 Stock Option and Incentive Plan
 
   
31.1
  Certification Pursuant to 15 U.S.C. Section 10A, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, executed by Bruce A. Campbell, President and Chief Executive Officer of Forward Air Corporation

 


Table of Contents

     
No.
  Exhibit
31.2
  Certification Pursuant to 15 U.S.C. Section 10A, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, executed by Andrew C. Clarke, Chief Financial Officer, Senior Vice President and Treasurer of Forward Air Corporation
 
   
32.1
  Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by Bruce A. Campbell, President and Chief Executive Officer of Forward Air Corporation
 
   
32.2
  Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by Andrew C. Clarke, Chief Financial Officer, Senior Vice President and Treasurer of Forward Air Corporation