UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q

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

FORWARD AIR CORPORATION

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

Forward Air Corporation

Part I. Financial Information

Item 1. Financial Statements (Unaudited)

Forward Air Corporation

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

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Forward Air Corporation

Condensed Consolidated Statements of Income

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

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Forward Air Corporation

Condensed Consolidated Statements of Cash Flows

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

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Forward Air Corporation

Notes to Condensed Consolidated Financial Statements

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.

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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):

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.

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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):

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.

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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.

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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.

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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 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.

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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.

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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

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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.

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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

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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.

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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:

(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.

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(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:

(ii)

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

(iii)

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

(iv)

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

(v)

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

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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.

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(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.

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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.

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EXHIBIT INDEX