-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Jj1w884c6d6e1enxqhKfharv0OONAoLfbrL+AjLmzEE3XxCZkeI+mEhGqHZDstRE JWeehOCBUqqJf6dnSc4V0g== 0001157523-04-009858.txt : 20041026 0001157523-04-009858.hdr.sgml : 20041026 20041026171310 ACCESSION NUMBER: 0001157523-04-009858 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041026 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041026 DATE AS OF CHANGE: 20041026 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FORWARD AIR CORP CENTRAL INDEX KEY: 0000912728 STANDARD INDUSTRIAL CLASSIFICATION: ARRANGEMENT OF TRANSPORTATION OF FREIGHT & CARGO [4731] IRS NUMBER: 621120025 STATE OF INCORPORATION: TN FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22490 FILM NUMBER: 041097371 BUSINESS ADDRESS: STREET 1: 430 AIRPORT RD CITY: GREENEVILLE STATE: TN ZIP: 37745 BUSINESS PHONE: 4236367100 MAIL ADDRESS: STREET 1: P.O. BOX 1058 CITY: GREENEVILLE STATE: TN ZIP: 37744 FORMER COMPANY: FORMER CONFORMED NAME: LANDAIR SERVICES INC DATE OF NAME CHANGE: 19930928 8-K 1 a4750102.txt FORWARD AIR CORP. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 26, 2004 FORWARD AIR CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Tennessee 000-22490 62-1120025 - ----------------------------- --------------- ---------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 430 Airport Road Greeneville, Tennessee 37745 - ---------------------------------------- ----------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (423) 636-7000 Not Applicable - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) EXPLANATORY NOTE The information in this Report, including the exhibit, is being furnished pursuant to Item 2.02 of Form 8-K and General Instruction B.2 to Form 8-K. Such information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended. SECTION 2. FINANCIAL INFORMATION. Item 2.02. Results of Operations and Financial Condition. Attached as Exhibit 99.1 and incorporated herein by reference is a copy of Forward Air Corporation's press release, dated October 26, 2004, announcing its financial results for the quarter and nine months ended September 30, 2004. SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS. Item 9.01. Financial Statements and Exhibits. (c) Exhibits. The following exhibit is being furnished as part of this Report. Exhibit Number Description -------------------------------------------------------------------------- 99.1 Press Release of Forward Air Corporation dated October 26, 2004. 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 hereunto duly authorized. FORWARD AIR CORPORATION Date: October 26, 2004 By: /s/ Andrew C. Clarke --------------------------------- Andrew C. Clarke Chief Financial Officer and Senior Vice President EXHIBIT INDEX No. Exhibit - ----------- ------------------------------------------------------------------- 99.1 Press Release of Forward Air Corporation dated October 26, 2004. EX-99.1 2 a4750102ex991.txt PRESS RELEASE EXHIBIT 99.1 Forward Air Corporation Reports Record Third Quarter Results; EPS up 41.4% on Revenue Growth of 18.8% GREENEVILLE, Tenn.--(BUSINESS WIRE)--xx--Forward Air Corporation (Nasdaq/NM:FWRD), recently chosen by Forbes Magazine as one of the "200 Best Small Companies" for the sixth consecutive year, today reported record results for the third quarter ended September 30, 2004. The Company is a leading high-service-level contractor to the air cargo industry providing time-definite service in the United States and Canada. Operating revenue for the quarter ended September 30, 2004 increased 18.8% to $71.9 million compared with $60.5 million for the same quarter in 2003. Income from operations for the quarter increased 38.0% to $13.8 million from $10.0 million in the prior-year quarter. Net income for the quarter increased 42.9% to $9.0 million from $6.3 million in the prior-year quarter. Diluted income per share for the quarter was $0.41, an increase of 41.4%, compared with $0.29 in the prior-year quarter. Operating revenue for the nine months ended September 30, 2004 was $204.6 million compared with $176.3 million for the same period in 2003, an increase of 16.1%. Income from operations for the period was $37.9 million, an increase of 32.5%, compared with $28.6 million in the prior-year period. Net income for the first nine months of 2004 was $24.3 million, an increase of 34.3%, compared with $18.1 million in the prior-year period. Diluted income per share for the period was $1.11, an increase of 32.1%, compared with $0.84 in the prior-year period. Commenting on the Company's third quarter results, Bruce A. Campbell, President and CEO said, "I am pleased to report another quarter of record revenue and earnings results on behalf of all Forward Air employees and independent contractors. We continue to have success in producing accelerating revenue growth and driving improved bottom line results. Our operating margin of 19.2% in the third quarter of 2004 was the best third quarter in the Company's history." Review of Financial Results Forward Air Corporation will hold a quarterly conference call to discuss third quarter 2004 results on Wednesday, October 27, 2004, at 9:00 a.m. EDT. The Company's conference call will be available online at www.forwardair.com or by dialing (888) 665-6553. A replay of the conference call will be available at the aforementioned website beginning shortly after completion of the live call. FORWARD AIR CORPORATION Condensed Statements of Income (Unaudited) (In thousands, except per share data) Three months ended Nine months ended ------------------ ----------------- 9/30/04 9/30/03 9/30/04 9/30/03 ------------------ ----------------- Operating revenue $71,905 $60,513 $204,618 $176,333 Operating expenses: Purchased transportation 30,568 25,519 85,487 74,174 Salaries, wages and employee benefits 15,609 13,464 45,392 39,886 Operating leases 3,279 3,250 9,731 9,625 Depreciation and amortization 1,692 1,888 5,088 5,440 Insurance and claims 1,297 1,508 4,546 4,140 Other operating expenses 5,653 4,865 16,428 14,461 ------------------ ----------------- 58,098 50,494 166,672 147,726 ------------------ ----------------- Income from operations 13,807 10,019 37,946 28,607 Other income, net 291 107 661 375 ------------------ ----------------- Pre-tax income 14,098 10,126 38,607 28,982 Income taxes 5,086 3,797 14,280 10,869 ------------------ ----------------- $ 9,012 $ 6,329 $ 24,327 $ 18,113 ================== ================== Net income Income per share: Basic $ 0.42 $ 0.30 $ 1.13 $ 0.85 Diluted $ 0.41 $ 0.29 $ 1.11 $ 0.84 Weighted average shares outstanding: Basic 21,564 21,341 21,523 21,279 Diluted 21,992 21,782 21,925 21,671 FORWARD AIR CORPORATION Condensed Balance Sheet (In thousands) 9/30/04 12/31/03 --------- ----------- Assets: Unaudited Audited (a) Cash and short-term investments $104,336 $ 86,539 Other current assets 46,264 36,627 Property and equipment, net 32,810 32,912 Other assets 17,846 19,009 --------- ----------- Total assets $201,256 $ 175,087 ========= =========== Liabilities and shareholders' equity: Current liabilities $ 22,587 $ 20,290 Long-term obligations 9,762 7,089 Shareholders' equity 168,907 147,708 --------- ----------- Total liabilities and shareholders' equity $201,256 $ 175,087 ========= =========== (a) Taken from audited financial statements, which are not presented in their entirety. Important Information This press release contains "forward-looking statements," as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are statements other than historical information or statements of current condition and relate to future events or our future financial performance. Some forward-looking statements may be identified by use of such terms as "believes," "anticipates," "intends," "plans," "estimates," "projects" or "expects." Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The following is a list of factors, among others, that could cause actual results to differ materially from those contemplated by the forward-looking statements: economic factors such as recessions, inflation, higher interest rates and downturns in customer business cycles, our inability to maintain our historical growth rate because of a decreased volume of freight moving through our network or decreased average revenue per pound of freight moving through our network, increasing competition and pricing pressure, surplus inventories, loss of a major customer, the creditworthiness of our customers and their ability to pay for services rendered, our ability to secure terminal facilities in desirable locations at reasonable rates, the inability of our information systems to handle an increased volume of freight moving through our network, changes in fuel prices, claims for property damage, personal injuries or workers' compensation, employment matters including rising health care costs, enforcement of and changes in governmental regulations, environmental and tax matters, the handling of hazardous materials, the availability and compensation of qualified independent owner-operators and freight handlers needed to serve our transportation needs and our inability to successfully integrate 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. CONTACT: Forward Air Corporation Andrew C. Clarke, 423-636-7000 www.forwardair.com -----END PRIVACY-ENHANCED MESSAGE-----