<PAGE> 1
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 September 30, 2000
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) 636-7100
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 [ ]
The number of shares outstanding of the registrant's common stock, $.01 par
value, as of October 27, 2000 was 21,250,399.
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TABLE OF CONTENTS
FORWARD AIR CORPORATION
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Page
Number
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PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets -
September 30, 2000 and December 31, 1999 3
Condensed Consolidated Statements of Income -
Three and nine months ended September 30, 2000 and 1999 4
Condensed Consolidated Statements of Cash Flows -
Nine months ended September 30, 2000 and 1999 5
Notes to Condensed Consolidated Financial Statements -
September 30, 2000 6
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
ITEM 3. Quantitative and Qualitative Disclosure of Market Risk 13
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings 14
ITEM 2. Changes in Securities and Use of Proceeds 14
ITEM 3. Defaults Upon Senior Securities 14
ITEM 4. Submission of Matters to a Vote of Security Holders 14
ITEM 5. Other Information 14
ITEM 6. Exhibits and Reports on Form 8-K 14
SIGNATURES 15
EXHIBIT INDEX 16
</TABLE>
2
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
Forward Air Corporation
Condensed Consolidated Balance Sheets
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September 30, December 31,
2000 1999
--------------------------------
(Unaudited) (Note 1)
(In thousands, except share data)
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ASSETS
Current assets:
Cash and cash equivalents $ 15,355 $ 5,989
Accounts receivable, less allowance of $990 in 2000 and
$918 in 1999 29,610 27,342
Other current assets 5,572 3,083
--------------------------------
Total current assets 50,537 36,414
Property and equipment 60,903 47,197
Less accumulated depreciation and amortization (17,872) (14,307)
--------------------------------
43,031 32,890
Other assets 9,685 10,313
--------------------------------
Total assets $ 103,253 $ 79,617
================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 8,300 $ 7,436
Accrued expenses 9,762 8,145
Current portion of long-term debt 169 758
Current portion of capital lease obligations 535 513
--------------------------------
Total current liabilities 18,766 16,852
Long-term debt, less current portion -- 835
Capital lease obligations, less current portion 3,544 3,919
Deferred income taxes 5,379 3,059
Shareholders' equity:
Preferred stock -- --
Common stock, $.01 par value:
Authorized shares - 50,000,000
Issued and outstanding shares - 21,200,787 in 2000
and 20,732,963 in 1999 212 207
Additional paid-in capital 39,283 35,528
Retained earnings 36,069 19,217
--------------------------------
Total shareholders' equity 75,564 54,952
--------------------------------
Total liabilities and shareholders' equity $ 103,253 $ 79,617
================================
</TABLE>
See notes to condensed consolidated financial statements.
3
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Forward Air Corporation
Condensed Consolidated Statements of Income
(Unaudited)
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Three months ended Nine months ended
------------------------------------ -------------------------------------
September 30, September 30, September 30, September 30,
2000 1999 2000 1999
------------------------------------ -------------------------------------
(In thousands, except per share data)
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Operating revenue $ 53,703 $ 42,599 $ 157,168 $ 121,108
Operating expenses:
Purchased transportation:
Provided by Landair
Corporation 461 992 1,818 2,494
Provided by others 22,375 17,642 65,073 50,145
Salaries, wages and employee
benefits 11,893 9,690 35,352 27,564
Operating leases 2,365 2,117 7,477 6,340
Depreciation and amortization 1,457 1,266 4,238 3,720
Insurance and claims 878 710 2,521 1,580
Other operating expenses 4,516 3,622 13,794 11,291
-------------------------------- ---------------------------------
43,945 36,039 130,273 103,134
-------------------------------- ---------------------------------
Income from operations 9,758 6,560 26,895 17,974
Other income (expense):
Interest expense -- (141) (107) (766)
Other, net 191 94 498 172
-------------------------------- ---------------------------------
191 (47) 391 (594)
-------------------------------- ---------------------------------
Income before income taxes 9,949 6,513 27,286 17,380
Income taxes 3,804 2,508 10,434 6,725
-------------------------------- ---------------------------------
Net income $ 6,145 $ 4,005 $ 16,852 $ 10,655
================================ =================================
Income per share:
Basic $ .29 $ .19 $ .80 $ .54
================================ =================================
Diluted $ .28 $ .18 $ .76 $ .51
================================ =================================
</TABLE>
See notes to condensed consolidated financial statements.
4
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Forward Air Corporation
Condensed Consolidated Statements of Cash Flows
(Unaudited)
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Nine months ended
----------------------------------
September 30, September 30,
2000 1999
--------------- ---------------
(In thousands)
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Cash provided by operations $ 22,712 $ 14,127
Investing activities:
Proceeds from disposal of property and equipment 78 666
Purchases of property and equipment (13,836) (5,901)
Other 12 (123)
-------------------------------
(13,746) (5,358)
Financing activities:
Payments of long-term debt (1,424) (19,682)
Payments of capital lease obligations (353) (856)
Proceeds from exercise of stock options 2,081 1,003
Common stock issued under employee stock purchase plan 96 57
Net proceeds from public offering -- 18,033
-------------------------------
400 (1,445)
-------------------------------
Increase in cash and cash equivalents $ 9,366 $ 7,324
===============================
</TABLE>
See notes to condensed consolidated financial statements.
5
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Forward Air Corporation
Notes to Condensed Consolidated Financial Statements
(Unaudited)
September 30, 2000
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles 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 generally accepted accounting principles 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 nine-month periods ended
September 30, 2000 are not necessarily indicative of the results that may be
expected for the year ending December 31, 2000. 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, 1999.
The balance sheet at December 31, 1999 has been derived from the audited
financial statements at that date, but does not include all of the financial
information and footnotes required by generally accepted accounting principles
for complete financial statements.
2. COMPREHENSIVE INCOME
The Company had no items of other comprehensive income in 2000 or 1999 and,
accordingly, comprehensive income is equivalent to net income.
3. NET INCOME PER SHARE
On January 10, 2000, the Board of Directors approved a three-for-two split of
the common stock which was distributed on January 28, 2000 to shareholders of
record as of January 21, 2000. On February 24, 1999, the Board of Directors
approved a two-for-one split of the common stock of the Company which was
distributed on March 19, 1999 to shareholders of record as of March 12, 1999.
Common stock issued and additional paid-in capital have been restated to reflect
these splits for all periods presented. All common share and per share data
included in the condensed consolidated financial statements and notes thereto
have been restated to give effect to the stock splits.
6
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Forward Air Corporation
Notes to Condensed Consolidated Financial Statements (continued)
The following table sets forth the computation of basic and diluted earnings per
share (in thousands, except per share data):
<TABLE>
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Three months ended Nine months ended
------------------------------------ ------------------------------------
September 30, September 30, September 30, September 30,
2000 1999 2000 1999
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Numerator:
Numerator for basic and diluted
income per share - net income $ 6,145 $ 4,005 $16,852 $10,655
Denominator:
Denominator for basic income
per share - weighted-average
shares 21,180 20,636 21,004 19,665
Effect of dilutive stock options 1,143 1,179 1,206 1,038
----------------------------- -----------------------------
Denominator for diluted income
per share - adjusted weighted-
average shares 22,323 21,815 22,210 20,703
============================= =============================
Basic income per share $ .29 $ .19 $ .80 $ .54
============================= =============================
Diluted income per share $ .28 $ .18 $ .76 $ .51
============================= =============================
</TABLE>
4. INCOME TAXES
For the three and nine months ended September 30, 2000 and 1999, 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.
5. 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 (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
The Forward Air operations provide scheduled ground transportation of cargo on a
time-definite basis. As a result of Forward Air's established transportation
schedule and network of terminals, its operating cost structure includes
significant fixed costs. Forward Air's ability to improve its operating margins
will depend on its ability to increase the volume of freight moving through its
network.
Results of Operations
The following table shows the percentage relationship of expense items to
operating revenue for the periods indicated.
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Three months ended Nine months ended
---------------------------------------- ----------------------------------------
September 30, September 30, September 30, September 30,
2000 1999 2000 1999
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Operating revenue 100.0% 100.0% 100.0% 100.0%
Operating expenses:
Purchased transportation 42.5 43.7 42.6 43.5
Salaries, wages and employee
benefits 22.1 22.7 22.5 22.8
Operating leases 4.4 5.0 4.8 5.2
Depreciation and amortization 2.7 3.0 2.7 3.1
Insurance and claims 1.6 1.7 1.6 1.3
Other operating expenses 8.5 8.5 8.7 9.3
--------------------------------- ---------------------------------
81.8 84.6 82.9 85.2
Income from operations 18.2 15.4 17.1 14.8
Other income (expense):
Interest expense 0.0 (0.3) 0.0 (0.6)
Other, net 0.3 0.2 0.3 0.1
--------------------------------- ---------------------------------
0.3 (0.1) 0.3 (0.5)
--------------------------------- ---------------------------------
Income before income taxes 18.5 15.3 17.4 14.3
Income taxes 7.1 5.9 6.7 5.5
--------------------------------- ---------------------------------
Net income 11.4% 9.4% 10.7% 8.8%
================================= =================================
</TABLE>
Three Months Ended September 30, 2000 compared to Three Months Ended
September 30, 1999
Operating revenue increased by $11.1 million, or 26.1%, to $53.7 million in the
third quarter of 2000 from $42.6 million in the same period of 1999. This
increase resulted primarily from an increased volume from domestic and
international air cargo customers, an increase in the number of operating
terminals and direct shuttles and enhanced logistics services.
Purchased transportation represented 42.5% of operating revenue in the third
quarter of 2000 compared to 43.7% in the same period of 1999. The decrease in
purchased transportation as a
9
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percentage of operating revenue was attributed to operating efficiencies
resulting from an increased volume of freight transported through the Forward
Air network.
Salaries, wages and employee benefits were 22.1% of operating revenue in the
third quarter of 2000 compared to 22.7% for the same period of 1999. The
decrease in salaries, wages and employee benefits as a percentage of operating
revenue was attributed to operating efficiencies resulting from an increased
volume of freight transported through the Forward Air network.
Operating leases, the largest component of which is terminal rent, were 4.4% of
operating revenue in the third quarter of 2000 compared to 5.0% in the same
period of 1999. The decrease in operating leases as a percentage of operating
revenue between periods was attributable to increased leverage resulting from
increased operating revenue.
Depreciation and amortization expense as a percentage of operating revenue was
2.7% in the third quarter of 2000, compared to 3.0% in the same period of 1999.
The decrease in depreciation and amortization expense as a percentage of revenue
was attributable to increased utilization of operating equipment during 2000 as
a result of increased operating revenue.
Insurance and claims as a percentage of revenue were 1.6% of operating revenue
in the third quarter of 2000, compared to 1.7% in the same period of 1999. The
decrease in insurance and claims as a percentage of revenue resulted primarily
from a decrease in the frequency and severity of accidents partially offset by
higher premium costs during the third quarter of 2000.
Other operating expenses were 8.5% of operating revenue in the third quarter of
2000 and 1999.
Income from operations increased by $3.2 million, or 48.5%, to $9.8 million for
the third quarter of 2000 compared to $6.6 million for the same period in 1999.
The increase in income from operations was primarily a result of a lower
operating cost structure on a percentage of revenue basis resulting from an
increase in operating revenue, which allowed the Company to spread the fixed
costs of the network over a larger revenue base. The increase in income from
operations during the third quarter of 2000 was partially offset by operating
losses of approximately $516,000 relating to the Company's new information
technology subsidiary, LogTech Corporation.
No interest expense was recorded in the third quarter of 2000, compared to
$141,000, or 0.3%, for the same period in 1999. The decrease in interest expense
was a result of the capitalization of interest costs totaling $82,000 during the
third quarter of 2000 related to the development of Internet-based software at
LogTech Corporation coupled with lower average net borrowings during the third
quarter of 2000.
Other income, net, was $191,000, or 0.3% of operating revenue, in the third
quarter of 2000, compared to $94,000, or 0.2%, for the same period in 1999. The
increase in other income resulted from higher interest income attributed to
higher average cash and cash equivalent balances during the third quarter of
2000.
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The combined federal and state effective tax rate for the third quarter of 2000
was 38.2% compared to a rate of 38.5% for the same period in 1999.
As a result of the foregoing factors, net income increased by $2.1 million, or
52.5%, to $6.1 million for the third quarter of 2000, compared to $4.0 million
for the same period in 1999.
Nine Months Ended September 30, 2000 compared to Nine Months Ended
September 30, 1999
Operating revenue increased by $36.1 million, or 29.8%, to $157.2 million in the
first nine months of 2000 from $121.1 million in the same period of 1999. This
increase resulted primarily from an increased volume from domestic and
international air cargo customers, an increase in the number of operating
terminals and direct shuttles and enhanced logistics services.
Purchased transportation represented 42.6% of operating revenue in the first
nine months of 2000 compared to 43.5% in the same period of 1999. The decrease
in purchased transportation as a percentage of operating revenue was attributed
to operating efficiencies resulting from an increased volume of freight
transported through the Forward Air network.
Salaries, wages and employee benefits were 22.5% of operating revenue in the
first nine months of 2000 compared to 22.8% in the same period of 1999. The
decrease in salaries, wages and employee benefits as a percentage of operating
revenue was attributed to operating efficiencies resulting from an increased
volume of freight transported through the Forward Air network.
Operating leases, the largest component of which is terminal rent, were 4.8% of
operating revenue in the first nine months of 2000 compared to 5.2% in the same
period of 1999. The decrease in operating leases as a percentage of operating
revenue between periods was attributable to increased leverage resulting from
increased operating revenue.
Depreciation and amortization expense as a percentage of operating revenue was
2.7% in the first nine months of 2000, compared to 3.1% in the same period of
1999. The decrease in depreciation and amortization expense as a percentage of
revenue was attributable to increased utilization of operating equipment during
2000 as a result of increased operating revenue.
Insurance and claims as a percentage of revenue were 1.6% of operating revenue
in the first nine months of 2000, compared with 1.3% in the same period of 1999.
The increase in insurance and claims as a percentage of revenue resulted
primarily from an increase in the frequency and severity of accidents and higher
premium costs during the first nine months of 2000.
Other operating expenses were 8.7% of operating revenue in the first nine months
of 2000 compared to 9.3% in the same period of 1999. The decrease in other
operating expenses as a percentage of operating revenue was primarily
attributable to a lower operating cost structure on a percentage of revenue
basis resulting from increased operating revenue.
11
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Income from operations increased by $8.9 million, or 49.4%, to $26.9 million for
the first nine months of 2000 compared to $18.0 million for the same period in
1999. The increase in income from operations was primarily a result of lower
operating cost structure on a percentage of revenue basis resulting from an
increase in operating revenue, which allowed the Company to spread the fixed
costs of the network over a larger revenue base. The increase in income from
operations during the first nine months of 2000 was partially offset by
operating losses of approximately $1,213,000 relating to the Company's new
information technology subsidiary, LogTech Corporation.
Interest expense was $107,000, or 0.1% of operating revenue, during the nine
months ended September 30, 2000, compared to $766,000, or 0.6%, for the same
period in 1999. The decrease in interest expense was a result of the
capitalization of interest costs totaling $191,000 during the nine months ended
September 30, 2000 related to the development of Internet-based software at
LogTech Corporation coupled with lower average net borrowings during the first
nine months of 2000.
Other income, net, was $498,000, or 0.3% of operating revenue, in the first nine
months of 2000, compared to $172,000, or 0.1%, for the same period in 1999. The
increase in other income resulted from higher interest income attributed to
higher average cash and cash equivalent balances during the first nine months of
2000.
The combined federal and state effective tax rate for the first nine months of
2000 was 38.2% compared to a rate of 38.7% for the same period in 1999.
As a result of the foregoing factors, net income increased by $6.2 million, or
57.9%, to $16.9 million for the first nine months of 2000, compared to $10.7
million for the same period in 1999.
Liquidity and Capital Resources
The Company has historically financed its working capital needs, including
capital purchases, with cash flows from operations and borrowings under the
Company's bank lines of credit. Net cash provided by operating activities
totaled approximately $22.7 million for the nine months ended September 30, 2000
compared with $14.1 million in the same period of 1999.
Net cash used in investing activities was approximately $13.7 million in the
nine months ended September 30, 2000 compared with $5.4 million in the same
period of 1999. Investing activities consisted primarily of the purchase of
operating equipment and management information systems and the capitalization of
computer software costs relating to the LogTech system during these periods.
Net cash provided by financing activities totalled approximately $400,000 in the
nine months ended September 30, 2000 compared with net cash used in financing
activities of $1.4 million in the same period of 1999. Financing activities for
the first nine months of 2000 and 1999 included the repayment of long-term debt
and capital leases, proceeds received from the exercise of stock options and
proceeds received from the issuance of common stock under the Company's employee
12
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stock purchase plan. In addition, results for the first nine months of 1999
included the proceeds from common stock issued under a public offering.
The Company's credit facilities include a working capital line of credit and an
equipment financing facility. As long as the Company complies with the financial
covenants and ratios established in the credit facility agreements, these credit
facilities permit borrowings of up to $20.0 million under the working capital
line of credit and up to $25.0 million under the equipment financing facilities.
Interest rates for advances under the facilities vary based on how the Company's
performance measures against covenants related to total indebtedness, cash
flows, results of operations and other ratios. The facilities bear interest at
LIBOR plus .80% to 1.90%, expire in December 2000 and April 2001, and are
secured by accounts receivable and the majority of the Company's equipment. The
amount the Company can borrow under the line of credit is reduced by the amount
of any outstanding letters of credit. At September 30, 2000 and December 31,
1999, the Company had no borrowings outstanding under the line of credit
facility or the equipment financing facility.
Management believes that its available cash, expected cash generated from future
operations and borrowings under available lines of credit will be sufficient to
satisfy the Company's anticipated cash needs for at least the next twelve
months.
Forward-Looking Statements
The Company, or its executive officers and directors on behalf of the Company,
may from time to time make written or oral "forward-looking statements." Written
forward-looking statements may appear in documents filed with the Securities and
Exchange Commission, in press releases and in reports to shareholders. Oral
forward-looking statements may be made by the Company's executive officers and
directors on behalf of the Company to the press, potential investors, securities
analysts and others. The Private Securities Litigation Reform Act of 1995
contains a safe harbor for forward-looking statements. The Company relies on
this safe harbor in making such disclosures. In connection with this safe harbor
provision, the Company is hereby identifying important factors that could cause
actual results to differ materially from those contained in any forward-looking
statement made by or on behalf of the Company. Without limitation, factors that
might cause such a difference include economic factors such as recessions,
inflation, higher interest rates and downturns in customer business cycles, the
Company's inability to maintain its historical growth rate resulting from a
decreased volume of freight moving through the Company's network, competition,
surplus inventories, loss of a major customer, the inability of the Company's
information systems to handle an increased volume of freight moving through its
network, and the lack of availability and compensation of qualified independent
owner-operators needed to serve the Company's transportation needs. The Company
disclaims any intent or obligation to update these forward-looking statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISK
The Company's exposure to market risk related to its remaining outstanding debt
is not significant.
13
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is, from time to time, a party to litigation arising in the normal
course of its 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 the financial condition or
results of operations of the Company.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Not Applicable
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable
ITEM 5. OTHER INFORMATION
Not Applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits - The response to this portion of Item 6 is submitted as a
separate section of this report.
(b) Reports on Form 8-K - The Company did not file any reports on Form 8-K
during the three months ended September 30, 2000.
14
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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.
Forward Air Corporation
Date: November 6, 2000 By: /s/ Edward W. Cook
-------------------------------
Edward W. Cook
Chief Financial Officer
and Senior Vice President
15
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No.
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<S> <C>
10.1 Non-Qualified Stock Option Agreement dated
August 21, 2000 between the registrant and
Ray A. Mundy
27.1 Financial Data Schedule - Period Ended
September 30, 2000 (Electronic Filing Only)
</TABLE>
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