form_3q10q.htm



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, 2007
Commission File No. 000-22490

 
FORWARD AIR CORPORATION
(Exact name of registrant as specified in its charter)

Tennessee
 
62-1120025
 
(State or other jurisdiction of incorporation)
 
(I.R.S. Employer 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
 
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 a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer x
 
Accelerated filer ¨
 
Non-accelerated filer ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 
Yes ¨ No x
 
The number of shares outstanding of the registrant’s common stock, $0.01 par value, as of October 29, 2007 was 29,008,593.

 
Table of Contents
     
Forward Air Corporation
     
   
Page
   
Number
Part I.
Financial Information
 
     
Item 1.
Financial Statements (Unaudited)
 
     
 
Condensed Consolidated Balance Sheets - September 30, 2007 and December 31, 2006
3
     
 
Condensed Consolidated Statements of Income - Three and nine months ended September 30, 2007 and 2006
4
     
 
Condensed Consolidated Statements of Cash Flows - Nine months ended September 30, 2007 and 2006
5
     
 
Notes to Condensed Consolidated Financial Statements - September 30, 2007
6
     
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
14
     
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
30
     
Item 4.
Controls and Procedures
30
     
Part II.
Other Information
 
     
Item 1.
Legal Proceedings
30
     
Item 1A.
Risk Factors
30
     
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
30
     
Item 3.
Defaults Upon Senior Securities
30
     
Item 4.
Submission of Matters to a Vote of Security Holders
30
     
Item 5.
Other Information
30
     
Item 6.
Exhibits
31
     
Signatures
32
     

2

 
Part I.
Financial Information
 
 
Item 1.
Financial Statements (Unaudited)
  
Forward Air Corporation
 
Condensed Consolidated Balance Sheets
 
(In thousands, except share and per share data)
 
(Unaudited)
 
             
   
September 30,
   
December 31,
 
   
2007
   
2006
 
             
Assets
           
Current assets:
           
Cash
  $
8,306
    $
8,231
 
Short-term investments
   
10,600
     
61,650
 
Accounts receivable, less allowance of $1,094 in 2007 and $860 in 2006
   
55,665
     
48,486
 
Other current assets
   
6,073
     
9,196
 
Total current assets
   
80,644
     
127,563
 
                 
Property and equipment
   
152,044
     
101,190
 
Less accumulated depreciation and amortization
   
52,675
     
47,875
 
Total property and equipment, net
   
99,369
     
53,315
 
Goodwill and other acquired intangibles:
               
Goodwill
   
15,588
     
15,588
 
Other acquired intangibles, net of accumulated amortization of $3,211 in 2007 and $2,019 in 2006
   
18,925
     
10,731
 
Total goodwill and other acquired intangibles
   
34,513
     
26,319
 
Other assets
   
1,438
     
5,817
 
Total assets
  $
215,964
    $
213,014
 
                 
Liabilities and Shareholders' Equity
               
Current liabilities:
               
Accounts payable
  $
9,689
    $
7,949
 
Accrued expenses
   
10,780
     
11,144
 
Current portion of debt and capital lease obligations
   
859
     
40
 
Total current liabilities
   
21,328
     
19,133
 
 
               
Debt and capital lease obligations, less current portion
   
983
     
796
 
Other long-term liabilities
   
3,370
     
1,271
 
Deferred income taxes
   
7,457
     
6,587
 
 
               
Shareholders' equity:
               
Preferred stock
   
--
     
--
 
Common stock, $0.01 par value:
               
Authorized shares - 50,000,000
               
Issued and outstanding shares - 29,483,257 in 2007 and 30,372,082 in 2006
   
295
     
304
 
Additional paid-in capital
   
1,896
     
--
 
Retained earnings
   
180,635
     
184,923
 
Total shareholders' equity
   
182,826
     
185,227
 
Total liabilities and shareholders' equity
  $
215,964
    $
213,014
 
                 
The accompanying notes are an integral part of the financial statements.
 
 
3

 
Forward Air Corporation
 
Condensed Consolidated Statements of Income
 
(In thousands, except per share data)
 
(Unaudited)
 
                         
   
Three Months Ended
   
Nine Months Ended
 
   
September 30,
   
September 30,
   
September 30,
   
September 30,
 
   
2007
   
2006
   
2007
   
2006
 
Operating revenue:
                       
Forward Air
                       
    Airport-to-airport
  $
75,671
    $
77,220
    $
227,128
    $
223,118
 
    Logistics
   
11,785
     
8,236
     
30,650
     
21,964
 
    Other
   
5,220
     
4,985
     
15,399
     
14,468
 
Forward Air Solutions
                               
    Pool distribution
   
5,070
     
--
     
5,070
     
--
 
Total operating revenue
   
97,746
     
90,441
     
278,247
     
259,550
 
 
                               
Operating expenses:
                               
Purchased transportation
                               
Forward Air
                               
    Airport-to-airport
   
29,779
     
30,794
     
90,049
     
86,214
 
    Logistics
   
9,255
     
5,949
     
23,551
     
15,726
 
    Other
   
1,530
     
1,196
     
4,303
     
3,568
 
Forward Air Solutions
                               
    Pool distribution
   
720
     
--
     
720
     
--
 
      Total purchased transportation
   
41,284
     
37,939
     
118,623
     
105,508
 
      Salaries, wages and employee benefits
   
22,026
     
18,385
     
61,004
     
55,508
 
      Operating leases
   
4,474
     
3,750
     
12,091
     
10,619
 
      Depreciation and amortization
   
2,855
     
2,083
     
7,729
     
6,534
 
      Insurance and claims
   
1,649
     
1,556
     
5,251
     
4,747
 
      Other operating expenses
   
8,554
     
6,940
     
22,492
     
20,123
 
Total operating expenses
   
80,842
     
70,653
     
227,190
     
203,039
 
Income from operations
   
16,904
     
19,788
     
51,057
     
56,511
 
                                 
Other income (expense):
                               
  Interest expense
    (55 )     (17 )     (136 )     (58 )
  Other, net
   
304
     
793
     
1,525
     
2,314
 
Total other income
   
249
     
776
     
1,389
     
2,256
 
Income before income taxes
   
17,153
     
20,564
     
52,446
     
58,767
 
Income taxes
   
6,400
     
7,839
     
19,925
     
22,013
 
Net income
  $
10,753
    $
12,725
    $
32,521
    $
36,754
 
                                 
Net income per share:
                               
Basic
  $
0.36
    $
0.41
    $
1.09
    $
1.18
 
Diluted
  $
0.36
    $
0.41
    $
1.08
    $
1.16
 
Dividends
  $
0.07
    $
0.07
    $
0.21
    $
0.21
 
Weighted average shares outstanding:
                               
Basic
   
29,472
     
30,863
     
29,868
     
31,247
 
Diluted
   
29,866
     
31,235
     
30,229
     
31,704
 
                                 
The accompanying notes are an integral part of the financial statements.
 

4

 
 
Forward Air Corporation
 
Condensed Consolidated Statements of Cash Flows
 
(Unaudited, in thousands)
 
             
   
Nine Months Ended
 
   
September 30,
   
September 30,
 
   
2007
   
2006
 
Operating activities:
           
Net income
  $
32,521
    $
36,754
 
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation and amortization
   
7,729
     
6,534
 
Share-based compensation
   
2,429
     
923
 
Gain on sale of property and equipment
    (215 )     (143 )
Provision for (recovery) loss on receivables
    (23 )    
134
 
Provision for revenue adjustments
   
1,801
     
1,571
 
Deferred income taxes
   
1,212
     
66
 
Tax benefit of stock options exercised
    (362 )     (1,549 )
Changes in operating assets and liabilities, net of acquired assets and liabilities:
               
      Accounts receivable
    (6,727 )     (9,153 )
      Prepaid expenses and other current assets
   
3,913
     
51
 
      Accounts payable and accrued expenses
   
1,478
     
2,985
 
Net cash provided by operating activities
   
43,756
     
38,173
 
 
               
Investing activities:
               
Proceeds from disposal of property and equipment
   
327
     
3,275
 
Purchases of property and equipment
    (44,613 )     (9,914 )
Deposits in escrow for construction of facilities
   
--
      (4,793 )
Acquisition of business, net of cash acquired
    (12,983 )    
--
 
Proceeds from sales or maturities of available-for-sale securities
   
133,310
     
193,905
 
Purchases of available-for-sale securities
    (82,260 )     (175,705 )
Other
    (881 )    
42
 
Net cash (used in) provided by investing activities
    (7,100 )    
6,810
 
 
               
Financing activities:
               
Payments of debt and capital lease obligations
    (207 )     (28 )
Payments on line of credit
   
--
      (1,504 )
Proceeds from exercise of stock options
   
881
     
4,231
 
Payments of cash dividends
    (6,293 )     (6,548 )
Common stock issued under employee stock purchase plan
   
138
     
115
 
Repurchase of common stock
    (31,220 )     (38,774 )
Cash settlement of share-based awards for minimum tax withholdings
    (242 )    
--
 
Tax benefit of stock options exercised
   
362
     
1,549
 
Net cash used in financing activities
    (36,581 )     (40,959 )
Net increase in cash
   
75
     
4,024
 
Cash at beginning of period
   
8,231
     
332
 
Cash at end of period
  $
8,306
    $
4,356
 
                 
The accompanying notes are an integral part of the financial statements.
 

5

Forward Air Corporation
Notes to Condensed Consolidated Financial Statements
(Unaudited, in thousands, except share and per share data)
September 30, 2007
 

1.
Basis of Presentation
 
The Company’s services can be broadly classified into two principal businesses:  Forward Air, Inc. (Forward Air) and Forward Air Solutions, Inc. (FASL).  Through the Forward Air business the Company is a leading provider of time-definite transportation and related logistic services to the North American deferred air freight market and its activities can be broadly classified into three categories of services.  Forward Air’s airport-to-airport service operates a comprehensive national network for the time-definite surface transportation of deferred air freight.  The airport-to-airport service offers customers local pick-up and delivery and scheduled surface transportation of cargo as a cost effective, reliable alternative to air transportation.  The Company’s logistics service provides expedited truckload brokerage and dedicated fleet services.  The Company’s other services include shipment consolidation and deconsolidation, warehousing, customs brokerage, and other handling.  Forward Air primarily provides its transportation services through a network of terminals located at or near airports in the United States and Canada.  

FASL was formed in July 2007 in conjunction with the Company’s acquisition of certain asset and liabilities of USA Carriers, Inc (USAC).  FASL provides pool distribution services throughout the Southeast, Midwest and Southwest of the continental United States.  Pool distribution involves the consolidation and shipment of several smaller less than truckload shipments to a common area or region.  Once at the regional destination, the consolidated loads are then deconsolidated and delivered to their unique destinations.

In connection with the USAC acquisition, the Company reorganized its management reporting structure along these lines of business. In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 131, Disclosures about Segments of an Enterprise and Related Information (“SFAS 131”), the Company has evaluated the segment reporting requirements and determined that it now has two reporting segments.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States 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 notes required by United States 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 months ended September 30, 2007 are not necessarily indicative of the results that may be expected for the year ending December 31, 2007. For further information, refer to the consolidated financial statements and notes thereto included in the Forward Air Corporation Annual Report on Form 10-K for the year ended December 31, 2006.

Further, revenues and associated purchased transportation by service line have been disclosed on the face of the Condensed Consolidated Statements of Income and reclassifications have been made to prior year revenue and purchased transportation to conform with the 2007 presentation.
 
2.
Recent Accounting Pronouncements

During June 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (an interpretation of FASB Statement No. 109) (“FIN 48”), which is effective for fiscal years beginning after December 15, 2006. This interpretation was issued to clarify the accounting for uncertainty in income taxes recognized in the financial statements by prescribing a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The guidance prescribed in FIN 48 establishes a recognition threshold of more likely than not that a tax position will be sustained upon examination. The measurement attribute of FIN 48 requires that a tax position be measured at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. The Company adopted the provisions of FIN 48 on January 1, 2007. As a result of the implementation of FIN 48, the Company recognized a $1,397 increase in the liability for income tax contingencies, including related interest and penalties, which net of federal benefit of $420 was accounted for as a reduction to the January 1, 2007 balance of retained earnings. The liability for income tax contingencies at January 1, 2007, net of federal benefit, is $977 which represents tax positions where the realization of the ultimate benefit is uncertain and the disallowance of which would affect the Company’s annual effective income tax rate.
 
During September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (“SFAS 157”), which is effective for fiscal years beginning after November 15, 2007 with earlier adoption encouraged. SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements, the FASB having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly,
6

Forward Air Corporation
Notes to Condensed Consolidated Financial Statements

2.
Recent Accounting Pronouncements (continued):

SFAS 157 does not require any new fair value measurements. However, the application of SFAS 157 could change current practice. The Company plans to adopt SFAS 157 on January 1, 2008, but the implementation of SFAS 157 is not expected to have a significant impact on the Company's financial position or results of operations.

During February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB Statement No. 115 (“SFAS 159”), which permits entities to choose to measure many financial instruments and certain other items at fair value. The objective of SFAS 159 is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. SFAS 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. The implementation of SFAS 159 is not expected to have a significant impact on the Company’s financial position or results of operations.


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 three and nine months ended September 30, 2007 was $10,753 and $32,521 respectively. Comprehensive income for the three and nine months ended September 30, 2006 was $12,725 and $36,754, respectively. In each case, comprehensive income approximated net income.
    
 4.
Share-Based Payments

The Company accounts for share-based payments using SFAS No. 123 (Revised 2004), Share-Based Payment (“SFAS 123R”), and elected the modified prospective transition method on January 1, 2006. SFAS 123R requires share-based payments to employees, including grants of stock options, non-vested shares of common stock and purchases under employee stock purchase plans, to be recognized in the Company’s statements of income based on their fair values.  On December 31, 2005, the Company’s Board of Directors accelerated the vesting of all outstanding and unvested stock options awarded to employees, officers and non-employee directors under the Company’s stock option award plans. The primary purpose of the accelerated vesting of these options was to eliminate future compensation expense that the Company would otherwise have recognized in its statement of income with respect to these unvested options upon the adoption of SFAS 123R. As a result of the acceleration of the vesting of the Company’s outstanding and unvested options in 2005, there was no additional compensation expense recognized during the three and nine months ended September 30, 2007 and 2006 related to options granted prior to January 1, 2006. 

Employee Activity
 
The Company’s general practice has been to make a single annual grant to key employees and to generally make other grants only in connection with new employment or promotions.  During 2006, the Company issued non-vested shares of common stock (“non-vested shares”) to key employees as the form of share-based awards. However, in 2007 the Company elected to issue stock options to key employees, as the Company believes stock options more closely link long-term compensation with the long-term goals of the Company. Stock options issued during the three and nine months ended September 30, 2007 expire seven years from the grant date and vest ratably over a three-year period. The share-based compensation for these stock options will be recognized, net of estimated forfeitures, ratably over the requisite service period, or vesting period. Based on the Company’s historical experience, forfeitures have been estimated. The Company used the Black-Scholes option-pricing model to estimate the grant-date fair value of options granted during the three and nine months ended September 30, 2007.  The weighted-average fair values of options granted during the three and nine months ended September 30, 2007 were $11.53 and $11.20, respectively, and were estimated using the following weighted-average assumptions:
 
 
 
September 30, 2007
 
   
Three Months
Ended
   
Nine Months Ended
 
Expected dividend yield
    0.8 %     0.8 %
Expected stock price volatility
    37.0 %     37.0 %
Weighted average risk-free interest rate
    4.3 %     4.7 %
Expected life of options (years)
   
4.5
     
4.5
 

7

Forward Air Corporation
Notes to Condensed Consolidated Financial Statements


4.
Share-Based Payments (continued):

Share-based compensation expense for options granted during the three and nine months ended September 30, 2007 was $448 and $1,170, respectively, and was recognized in salaries, wages and employee benefits. The total tax benefit related to the share-based expense for these options was $170 and $445 for the three and nine months ended September 30, 2007, respectively. Total compensation cost, net of estimated forfeitures, related to the options not yet recognized in earnings was $4,326 at September 30, 2007. Total unrecognized compensation cost will be adjusted for future changes in estimated forfeitures. The following tables summarize the Company’s employee stock option activity and related information for the three and nine months ended September 30, 2007:
 
 
Three months ended September 30, 2007
 
Options
(000)
   
Weighted-Average Exercise Price
   
Aggregate Intrinsic Value (000)
   
Weighted-Average Remaining Contractual Term
Outstanding at June 30, 2007
 
1,999
    $
26
   
 
   
 
Granted
 
22
     
35
   
 
   
 
Exercised
  (44 )    
20
   
 
   
 
Forfeited
 
--
     
--
   
 
   
 
Outstanding at September 30, 2007
 
1,977
    $
26
    $
14,139
     
6.3
Exercisable at September 30, 2007
 
1,414
    $
23
    $
13,533
     
6.2


 
Nine months ended September 30, 2007
 
Options
(000)
   
Weighted-Average Exercise Price
   
Aggregate Intrinsic Value (000)
   
Weighted-Average Remaining Contractual Term
Outstanding at December 31, 2006
 
1,475
    $
23
   
 
   
 
Granted
 
572
     
32
   
 
   
 
Exercised
  (59 )    
20
   
 
   
 
Forfeited
  (11 )    
30
   
 
   
 
Outstanding at September 30, 2007
 
1,977
    $
26
    $
14,139
     
6.3
Exercisable at September 30, 2007
 
1,414
    $
23
    $
13,533
     
6.2
 
Share-based compensation expense of $321 and $918 for non-vested shares granted to employees during 2006 was recognized in salaries, wages and employee benefits during the three and nine months ended September 30, 2007, respectively. The total tax benefit related to this share-based expense was $122 and $349 for the three and nine months ended September 30, 2007, respectively. Share-based compensation expense of $306 and $843 for non-vested shares granted to employees during 2006 was recognized in salaries, wages and employee benefits during the three and nine months ended September 30, 2006, respectively. The total tax benefit related to this share-based expense was $117 and $316 for the three and nine months ended September 30, 2006, respectively.  Total compensation cost, net of estimated forfeitures, related to the non-vested shares not yet recognized in earnings was $1,762 at September 30, 2007. Total unrecognized compensation cost will be adjusted for future changes in estimated forfeitures.
8

Forward Air Corporation
Notes to Condensed Consolidated Financial Statements


4.
Share-Based Payments (continued):

Under the 2005 Employee Stock Purchase Plan (the “ESPP”), which has been approved by shareholders, the Company is authorized to issue up to a remaining 474,030 shares of common stock to employees of the Company. These shares may be issued at a price equal to 90% of the lesser of the market value on the first day or the last day of each six-month purchase period. Common stock purchases are paid for through periodic payroll deductions and/or up to two large lump sum contributions. For the nine months ended September 30, 2007, participants under the plan purchased 5,049 shares at an average price of $27.32 per share. For the nine months ended September 30, 2006, participants under the plan purchased 3,529 shares at an average price of $32.58 per share. The weighted-average fair value of each purchase right under the ESPP granted for the nine months ended September 30, 2007, which is equal to the discount from the market value of the common stock at the end of each six month purchase period, was $6.78 per share.  The weighted-average fair value of each purchase right under the ESPP granted for the nine months ended September 30, 2006, was $8.15 per share. Share-based compensation expense of $34 and $29 was recognized in salaries, wages and employee benefits, during the nine months ended September 30, 2007 and 2006, respectively. The total tax benefit related to the share-based expense was $13 and $11 for the nine months ended September 30, 2007 and 2006, respectively.

Non-Employee Director Activity

On May 22, 2007, the Company’s shareholders approved the Company’s Amended and Restated Non-Employee Director Stock Plan (the “Amended Plan”).  The Amended Plan is designed to better enable the Company to attract and retain well-qualified persons for service as directors of the Company.  Under the Amended Plan, on the first business day after each Annual Meeting of Shareholders, each non-employee director will automatically be granted an award (the “Annual Grant”), in such form and size as the Board determines from year to year.  Unless otherwise determined by the Board, Annual Grants will become vested and nonforfeitable one year after the date of grant so long as the non-employee director’s service with the Company does not earlier terminate.  Each director may elect to defer receipt of the shares under a non-vested share award until the director terminates service on the Board of Directors.  If a director elects to defer receipt, the Company will issue deferred stock units to the director, which do not represent actual ownership in shares and the director will not have voting rights or other incidents of ownership until the shares are issued.  However, the Company will credit the director with dividend equivalent payments in the form of additional deferred stock units for each cash dividend payment made by the Company.  After approval of the Amended Plan, 14,268 non-vested shares and 4,756 deferred stock units were issued to the Company’s non-employee directors with a weighted-average fair value of $33.64.  The share-based compensation for these awards are recognized, net of estimated forfeitures, ratably over the requisite service period, or vesting period, of one year.  Share-based compensation expense related to the Amended Plan of $137 and $183 was recognized in salaries, wages and employee benefits during the three and nine months ended September 30, 2007, respectively.  The total tax benefit related to the share-based expense was $52 and $70 for the three and nine months ended September 30, 2007. Total compensation cost, net of estimated forfeitures, related to the non-vested shares and deferred stock units not yet recognized in earnings was $366 at September 30, 2007.  Total unrecognized compensation cost will be adjusted for future changes in estimated forfeitures.

During the three and nine months ended September 30, 2007 share-based compensation expense of $39 and $121, respectively, was recognized in salaries, wages and employee benefits for non-vested shares granted to non-employees directors since May 2006 under the Company’s 2006 Non-Employee Director Stock Plan (the “2006 Plan”). The total tax benefit related to this share-based expense was $15 and $46 for the three and nine months ended September 30, 2007, respectively. During the three and nine months ended September 30, 2006 share-based compensation expense of $35 and $47, respectively, was recognized in salaries, wages and employee benefits for non-vested shares granted to non-employee directors under the 2006 Plan. The total tax benefit related to this share-based expense was $13 and $18 for the three and nine months ended September 30, 2006, respectively. Total compensation cost, net of estimated forfeitures, related to these non-vested shares granted to non-employee directors not yet recognized in earnings was $261 at September 30, 2007. Total unrecognized compensation cost will be adjusted for future changes in estimated forfeitures.

In addition to the above activity, each May from 1995 to 2005 options were granted to the non-employee directors of the Company.  The options have terms of ten years and are fully exercisable. At September 30, 2007, 111,875 options were outstanding and will expire between July 2010 and May 2015.  At September 30, 2007, the total aggregate intrinsic value of these options was $1,206 and the weighted-average exercise price and remaining contractual term were $22 and 5.9 years, respectively.  
9

Forward Air Corporation
Notes to Condensed Consolidated Financial Statements

 
4.
Share-Based Payments (continued)
 
Dividends

Dividends paid on non-vested shares that are subsequently forfeited prior to vesting are required by SFAS 123R to be recorded to expense instead of as a direct reduction to retained earnings. SFAS 123R requires dividend forfeitures to be estimated. Estimated dividend forfeitures recorded to share-based compensation during the three and nine months ended September 30, 2007 were $1 and $3, respectively. Estimated dividend forfeitures recorded to share-based compensation during the three and nine months ended September 30, 2006 were $2 and $4.

 5.
Net Income Per Share
 
The following table sets forth the computation of basic and diluted income per share (in thousands, except per share data):

 
Three months ended
   
Nine months ended
 
September 30,
2007
   
September 30,
2006
   
September 30,
2007
   
September 30,
2006
Numerator:
 
   
 
   
 
   
 
Numerator for basic and diluted net income per share - net income
$
10,753
    $
12,725
    $
32,521
    $
36,754
Denominator:
                           
Denominator for basic net income per share - weighted- average shares
 
29,472
     
30,863
     
29,868
     
31,247
Effect of dilutive stock options and non-vested shares
 
394
     
372
     
361
     
457
Denominator for diluted net income per share - adjusted weighted-average shares
 
29,866
     
31,235
     
30,229
     
31,704
Basic net income per share
$
0.36
    $
0.41
    $
1.09
    $
1.18
Diluted net income per share
$
0.36
    $
0.41
    $
1.08
    $
1.16

For the three months ended September 30, 2007 and 2006, the number of options and non-vested shares that could potentially dilute net income per share in the future, but that were not included in the computation of net income per diluted share because to do so would have been anti-dilutive for the periods presented, were approximately 134,697 and 129,100, respectively.  For the nine months ended September 30, 2007 and 2006 the number of options and non-vested shares that could potentially dilute net income per share in the future, but that were not included in the computation of net income per diluted share because to do so would have been anti-dilutive for the periods presented, were approximately 147,441 and 6,994, respectively.

  6.
Property

In June 2007 the Company completed the purchase of a new regional hub near Atlanta, Georgia for $14,870. The deposit of $1,478 paid in September 2006, previously included in noncurrent other assets, was applied to this purchase price.

In March 2007 the Company completed the purchase of a new terminal near Chicago, Illinois for $22,312. The deposit of $3,316 paid in July 2006, previously included in noncurrent other assets, was applied to this purchase price.

In addition, in February 2007, the Company acquired land near Dallas/Fort Worth, Texas for $3,043 on which the Company plans to build a new regional hub facility.  The Company anticipates completion of this facility during 2008.
10

Forward Air Corporation
Notes to Condensed Consolidated Financial Statements


  7.
Income Taxes

The Company or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction, various states and Canada. With a few exceptions, the Company is no longer subject to U.S. federal, state and local, or Canadian examinations by tax authorities for years before 2003.

The Company adopted the provisions of FIN 48 on January 1, 2007. As a result of the implementation of FIN 48, the Company recognized a $1,397 increase in the liability for income tax contingencies, including related interest and penalties, which net of federal benefit of $420 was accounted for as a reduction to the January 1, 2007 balance of retained earnings. The liability for income tax contingencies at January 1, 2007, net of federal benefit is $977, which represents tax positions where the realization of the ultimate benefit is uncertain and the disallowance of which would affect the Company’s annual effective income tax rate.

The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. At January 1, 2007, the Company had accrued $181 and $196 for the potential payment of interest and penalties, respectively.  During the three and nine months ended September 30, 2007, the company accrued an additional $25 and $73, respectively, for potential interest and penalties. Also, the Company accrued $42 and $118 of income tax expense for uncertain tax positions taken during the three and nine months ended September 30, 2007, respectively.

For the three and nine months ended September 30, 2007 and 2006, the effective income tax rates varied from the statutory federal income tax rate of 35.0%, primarily as a result of the effect of state income taxes, net of the federal benefit and permanent differences between book and tax net income.
 
 8.
Shareholders' Equity
 
During the nine months ended September 30, 2007, three regular quarterly dividend payments of $0.07 per share were declared on common stock outstanding on August 30, 2007, May 25, 2007 and March 15, 2007. The quarterly dividends were paid on September 14, 2007, June 8, 2007 and March 30, 2007. During the nine months ended September 30, 2006, three regular quarterly dividend payments of $0.07 per share were declared on common stock outstanding on August 25, 2006, May 26, 2006 and March 17, 2006. The quarterly dividends were paid on September 8, 2006, June 9, 2006 and March 31, 2006. The Company expects to continue to pay regular quarterly cash dividends, though each subsequent quarterly dividend is subject to review and approval by the Board of Directors.

On November 17, 2005, the Company announced that its Board of Directors approved a stock repurchase program for up to three million shares of common stock (the “2005 Repurchase Plan”). In addition, on July 31, 2007, the Company’s Board of Directors approved an additional stock repurchase program for up to two million shares of the Company’s common stock. For the nine months ended September 30, 2007, the Company repurchased 979,500 shares of common stock under the 2005 Repurchase Plan for $31,220 or $31.87 per share.  For the three and nine months ended September 30, 2006, the Company repurchased 1,041,649 and 1,202,695 shares of common stock, respectively, under the 2005 Repurchase Plan for $33,003 or $31.68 per share and $38,774 or $32.24 per share, respectively. As of September 30, 2007, 2,633,827 shares remain that may be repurchased under the Board of Director approved repurchase plans.
 
9.
Commitments and Contingencies

The primary claims in the Company’s business are workers’ compensation, property damage, vehicle 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, by performing hindsight analysis to determine an estimate of probable losses on claims incurred but not reported, and through the use of actuarial calculations. Such losses could be realized immediately as the events underlying the claims have already occurred as of the balance sheet dates.
11

Forward Air Corporation
Notes to Condensed Consolidated Financial Statements


9.
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.

10.
Acquisition

On July 30, 2007, the Company acquired certain assets and liabilities of USAC. The purchased assets and liabilities and the results of operations of USAC have been included in the consolidated financial statements since July 30, 2007.  USAC was a well-established transportation service provider with 11 facilities that specialized in pool distribution services throughout the Southeast, Midwest and Southwest of the continental United States.  Pool distribution involves the consolidation and shipment of several smaller less than truckload shipments to a common area or region.  Once at the regional destination, the consolidated loads are then deconsolidated and delivered to their unique destinations.  The acquisition provides the opportunity for the Company to introduce new services to new and existing customers and to drive efficiencies in existing businesses.
 
The aggregate purchase price was $12,983, paid with the Company’s available cash.  Under the purchase agreement, $1,250 of the purchase price was paid into an escrow account to protect the Company against potential unknown liabilities.  The acquisition has been accounted for using the purchase method in accordance with SFAS No. 141, Business Combinations.  Accordingly, the total purchase price has been allocated to the assets acquired and liabilities assumed based on preliminary estimated fair values at acquisition.  The Company will adjust the purchase price as required to reflect the final valuation.
 
 
At
 
July 30,
 
2007
Current assets
$
2,260
Property and equipment
 
3,425
Intangible assets
 
8,705
Other noncurrent assets
 
215
Total assets acquired
 
14,605
     
Current liabilities
 
408
Debt
 
1,214
Total liabilities assumed
 
1,622
     
Net assets acquired
$
12,983
 
Of the $8,705 in acquired intangible assets, $8,505 and $200 were preliminarily assigned to customer lists and non-compete agreements, respectively. The customer lists and non-compete agreements are being amortized on a straight-line basis over 10 years.  No pro forma disclosures have been included in these financial statements as USAC was immaterial to the consolidated financial statements taken as a whole.
 
11.
Segment Reporting

The Company’s services can be broadly classified into two principal businesses:  Forward Air and FASL.  Through Forward Air, the Company is a leading provider of time-definite transportation and related logistic services to the North American deferred air freight market.  FASL was created in July 2007 in conjunction with the Company’s USAC acquisition.  FASL provides pool distribution services throughout the Southeast, Midwest and Southwest of the continental United States.

In connection with the third quarter acquisition of certain assets and liabilities of USAC, the Company reorganized its management reporting structure along these lines of business. In accordance with SFAS 131, the Company has evaluated the segment reporting requirements and determined that it now has two reporting segments.
 
 
12

Forward Air Corporation
Notes to Condensed Consolidated Financial Statements


11.
Segment Reporting (continued):
 
The following table summarizes information about net income and segment assets used by the chief operating decision maker of the Company in making decisions regarding allocation of assets and resources as of and for the three and nine months ended September 30, 2007.   No segment information has been presented for the three and nine months ended September 30, 2006 as FASL did not exist until July 30, 2007 and all 2006 data would have been solely related to Forward Air.
 
 
Three months ending September 30, 2007
 
Forward Air
 
FASL
 
Eliminations
 
Consolidated
               
External revenues
$
92,676
  $
5,070
  $
--
  $
97,746
Intersegment revenues
 
9
   
--
    (9 )  
--
Depreciation and amortization
 
2,594
   
261
   
--
   
2,855
Stock-based compensation expense
 
943
   
3
   
--
   
946
Interest expense
 
40
   
15
   
--
   
55
Interest income
 
299
   
2
   
--
   
301
Income tax expense
 
6,220
   
180
   
--
   
6,400
Net income
 
10,475
   
278
   
--
   
10,753
Total assets
 
213,342
   
15,615
    (12,993 )  
215,964
Capital expenditures
 
5,705
   
373
   
--
   
6,078


 
Nine months ending September 30, 2007
 
Forward Air
 
FASL
 
Eliminations
 
Consolidated
               
External revenues
$
273,177
  $
5,070
  $
--
  $
278,247
Intersegment revenues
 
9
   
--
    (9 )  
--
Depreciation and amortization
 
7,468
   
261
   
--
   
7,729
Stock-based compensation expense
 
2,426
   
3
   
--
   
2,429
Interest expense
 
121
   
15
   
--
   
136
Interest income
 
1,523
   
2
   
--
   
1,525
Income tax expense
 
19,745
   
180
   
--
   
19,925
Net income
 
32,243
   
278
   
--
   
32,521
Total assets
 
213,342
   
15,615
    (12,993 )  
215,964
Capital expenditures
 
44,240
   
373
   
--
   
44,613

12.
Subsequent Event

On October 10, 2007, the Company entered into a $100 million senior credit facility. This new facility has a term of five years and includes an accordion feature, which allows for an additional $50 million in borrowings on such terms and conditions as set forth in the Credit Agreement. The facility will replace the Company's existing $20 million line of credit. The Company entered into this new, larger credit facility in order to fund potential acquisitions, the repurchase of its common stock, and for financing other general business purposes.

On October 30, 2007 the Company’s Board of Directors declared a dividend payment for $0.07 per share on common stock outstanding on November 30, 2007.  The dividend will be paid on December 14, 2007.

On October 30, 2007 the Company entered into a new employment agreement with the Chief Executive Officer and Chairman of the Board.  The agreement expires on December 31, 2010, but will automatically extend for additional one year terms unless either party provides written notice of non-renewal no less than six months prior to the expiration of the then-pending term.

In addition, during October 2007, the Company repurchased 845,000 shares of common stock under Board of Director approved repurchase plans for $23,914 or $28.30 per share.
13

 
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
Overview and Executive Summary
 
Through our Forward Air segment, we are a leading provider of time-definite surface transportation and related logistics services to the North American deferred air freight market. We offer our customers local pick-up and delivery (Forward Air Complete™) and scheduled surface transportation of cargo as a cost-effective, reliable alternative to air transportation. We transport cargo that must be delivered at a specific time, but is less time-sensitive than traditional air freight. This type of cargo is frequently referred to in the transportation industry as deferred air freight. We operate through a network of 81 terminals located on or near airports in the United States and Canada, including a central sorting facility in Columbus, Ohio and nine regional hubs serving key markets.  We also offer our customers an array of logistic and other services including: expedited truckload brokerage (TLX); dedicated fleets; warehousing; customs brokerage; and shipment consolidation, deconsolidation and handling.

On July 30, 2007, we acquired certain assets and liabilities of USAC for approximately $13.0 million.  The purchased assets and liabilities and the results of operation of USAC have been included in our consolidated financial statements since July 30, 2007.  USAC was a well-established transportation service provider with 11 facilities that specialized in pool distribution services throughout the Southeast, Midwest and Southwest of the continental United States.  Pool distribution involves the consolidation and shipment of several smaller less than truckload shipments to a common area or region.  Once at the regional destination, the consolidated loads are then deconsolidated and delivered to their unique destinations.  The acquisition provides the opportunity for us to introduce new services to new and existing customers and to drive efficiencies in existing businesses.
 
Our operations, particularly our network of hubs and terminals, represent substantial fixed costs. Consequently, our continued growth depends in significant part on our ability to increase the amount and revenue per pound of the freight shipped through our network and to grow complimentary lines of businesses, such as pool distribution and TLX, that will allow us to maintain revenue growth in challenging shipping environments. In addition, a key factor to success is our ability to efficiently manage our purchased transportation costs through efficient use of our owner-operator fleet and more expensive third-party transportation providers.

Trends and Developments
 
During the three months ended September 30, 2007 our logistics business continued to experience significant growth while revenues for our airport-to-airport service decreased for the third quarter over prior year due to the continued challenging market conditions. We are continuing our efforts to grow our business through additional products so as to ensure revenue growth in any market conditions. Through our strategic initiative “Completing the Model” we continue to develop and implement complementary services to the airport-to-airport network, such as pick-up and delivery, truckload brokerage, value-added handling and airline road feeder services.  Most significantly on July 30, 2007 through our newly formed subsidiary, Forward Air Solutions Inc. (FASL), we acquired certain asset and liabilities of USAC.  Through this acquisition we now provide pool distribution services throughout the Southeast, Midwest and Southwest of the continental United States.  Pool distribution involves the consolidation and shipment of several smaller less than truckload shipments to a common area or region.  Once at a regional destination, the consolidated loads are then deconsolidated and delivered to their unique destinations.  The acquisition provides us the opportunity to provide an additional service to existing and new customers and an important operating platform that will enable further expansion of the Forward Air Complete™ pick-up and delivery product, TLX truckload brokerage and value-added handling components of the “Completing the Model” strategic initiative.

Also, during the three months ended September 30, 2007, we continued to experience decreases in our operating income in total dollars and as a percentage of operating revenue mainly driven by increased purchased transportation costs. The increased purchased transportation costs were primarily the product of changes in our business mix due to the implementation of the “Completing the Model” strategic initiatives and the weakness in our airport-to-airport business.

In February 2007, we purchased land in Dallas/Fort Worth, Texas for the construction of a new regional hub. We also completed our purchase of a new terminal near Chicago, Illinois and a new regional hub in Atlanta, Georgia during March and June 2007, respectively. With these facilities we believe we will have room to grow our business in key gateway cities and to offer additional services such as value-added handling.
14


Segments

Effective July 30, 2007 in conjunction with FASL’s acquisition of certain assets and liabilities of USAC, we restructured our organization into two segments: Forward Air and FASL.  As the creation of the second segment was the result of our July 2007 acquisition, no reclassification of prior year financial information was necessary.

Our Forward Air segment includes our pre-existing airport-to-airport and TLX services as well as our other accessorial related services such as warehousing; customs brokerage; and shipment consolidation, deconsolidation and handling services.
 
Our FASL segment includes our pool distribution business and the related assets and liabilities purchased from USAC.

Reclassifications
 
Effective January 1, 2007 we reclassified certain 2006 revenue components of the Forward Air segment between our three product lines to be consistent with current year classifications. Primarily, we reclassified Forward Air Complete revenue from other revenue to airport-to-airport revenue as management views Forward Air Complete as an extension of our airport-to-airport network. Also, portions of the 2006 fuel surcharge were reclassified between airport-to-airport and logistics revenue to be consistent with current year presentation.
15

 
Results of Operations
 
The following table sets forth our historical financial data for operating revenue; purchased transportation; salaries, wages and employee benefits; operating leases; depreciation and amortization; insurance and claims; other operating expenses; and income from operations for the three months ended September 30, 2007 and 2006 (in millions):

         
Percent of
         
Percent of
 
   
2007
   
Revenue
   
2006
   
Revenue
 
Operating Revenue
                       
Forward Air
  $
92.7
      94.8 %   $
90.4
      100.0 %
FASL
   
5.1
     
5.2
     
--
     
--
 
Total
   
97.8
     
100.0
     
90.4
     
100.0
 
                                 
Purchased transportation
                               
Forward Air
   
40.6
     
43.8
     
37.9
     
41.9
 
FASL
   
0.7
     
13.7
     
--
     
--
 
Total
   
41.3
     
42.2
     
37.9
     
41.9
 
                                 
Salaries, wages and employee benefits
                               
Forward air
   
19.7
     
21.3
     
18.4
     
20.4
 
FASL
   
2.3
     
45.1
     
--
     
--
 
Total
   
22.0
     
22.5
     
18.4
     
20.4
 
                                 
Operating leases
                               
Forward air
   
4.1
     
4.4
     
3.8
     
4.2
 
FASL
   
0.4
     
7.8
     
--
     
--
 
Total
   
4.5
     
4.6
     
3.8
     
4.2
 
                                 
Depreciation and amortization
                               
Forward air
   
2.6
     
2.8
     
2.1
     
2.3
 
FASL
   
0.3
     
5.9
     
--
     
--
 
Total
   
2.9
     
3.0
     
2.1
     
2.3
 
                                 
Insurance and claims
                               
Forward air
   
1.5
     
1.6
     
1.6
     
1.8
 
FASL
   
0.1
     
2.0
     
--
     
--
 
Total
   
1.6
     
1.6
     
1.6
     
1.8
 
                                 
Other operating expenses
                               
Forward air
   
7.7
     
8.3
     
6.9
     
7.6
 
FASL
   
0.9
     
17.6
     
--
     
--
 
Total
   
8.6
     
8.8
     
6.9
     
7.6
 
                                 
Income from operations
                               
Forward air
   
16.5
     
17.8
     
19.7
     
21.8
 
FASL
   
0.4
     
7.8
     
--
     
--
 
Total
  $
16.9
      17.3 %   $
19.7
      21.8 %

16

 
The following table shows the components of the Forward Air segment’s revenue and purchased transportation for the three months ended September 30, 2007 and 2006:

         
Percent of
         
Percent of
 
Forward Air revenue
 
2007
   
Revenue
   
2006
   
Revenue
 
Airport-to-airport
  $
75.7
      81.7 %   $
77.2
      85.4 %
Logistics
   
11.8
     
12.7
     
8.2
     
9.1
 
Other
   
5.2
     
5.6
     
5.0
     
5.5
 
Total
   
92.7
     
100.0
     
90.4
     
100.0
 
                                 
    Forward Air purchased transportation
                               
Airport-to-airport
   
29.8
     
39.4
     
30.8
     
39.9
 
Logistics
   
9.3
     
78.8
     
5.9
     
72.0
 
Other
   
1.5
     
28.8
     
1.2
     
24.0
 
Total
  $
40.6
      43.8 %   $
37.9
      41.9 %

17

 
Three Months Ended September 30, 2007 compared to Three Months Ended September 30, 2006:

Revenues
 
Operating revenue increased by $7.4 million, or 8.2%, to $97.8 million in the third quarter of 2007 from $90.4 million in the same period of 2006.

Forward Air

Forward Air operating revenue increased $2.3 million, or 2.5%, to $92.7 million from $90.4 million, accounting for 94.8% of consolidated operating revenue.  Airport-to-airport revenue, which is the largest component of our consolidated operating revenue, decreased $1.5 million, or 1.9%, to $75.7 million from $77.2 million, accounting for 81.7% of the segment’s operating revenue during the three months ended September 30, 2007 compared to 85.4% for the three months ended September 30, 2006. The decrease in airport-to-airport revenue was driven by a decline in tonnage and minor decline in revenue per pound. Our airport-to-airport business is priced on a per pound basis and the average revenue per pound, including the impact of fuel surcharges, decreased 0.3% for the three months ended September 30, 2007 versus the three months ended September 30, 2006. Tonnage that transited our network decreased by approximately 1.8% in the three months ended September 30, 2007 compared with the three months ended September 30, 2006. We believe the decrease in tonnage is primarily the result of the continuing slowdown in shipping demand resulting from the weak shipping environment. Average revenue per pound decreased as a result of increased pricing pressure during third quarter of 2007 resulting from the weak shipping environment. Decreases in revenue per pound, resulting from the weak shipping environment, were mostly offset by rate increases implemented in March 2007.
 
Logistics revenue, which is primarily truckload brokerage and priced on a per mile basis, increased $3.6 million, or 43.9%, to $11.8 million in the third quarter of 2007 from $8.2 million in the same period of 2006.  The increase in logistics revenue is mainly the result of our increased efforts as part of our “Completing the Model” strategic initiative to grow this product. We are placing emphasis on capturing a larger percentage of truckload opportunities and correspondingly increasing our access to sufficient truckload capacity through the use of third-party transportation providers. During the three months ended September 30, 2007, we increased the number of miles driven to support our logistics revenue by 69.0%.  The average revenue per mile of our logistics product, including the impact of fuel surcharges, decreased 15.3% for the three months ended September 30, 2007 versus the three months ended September 30, 2006. The decrease in our revenue per mile is largely due to the weak shipping environment and the change in our business mix resulting from our efforts to capture additional truckload opportunities as well as utilizing truckload opportunities to cost effectively position our owner-operators within our airport-to-airport network.
 
Other revenue, which includes warehousing services and terminal handling and accounts for the final component of Forward Air operating revenue, increased $0.2 million to $5.2 million, a 4.0% increase from $5.0 million for the same period in 2006.  The increase was primarily due to increased handling and storage revenue due to new services offered through our newly expanded facilities.

FASL

FASL operating revenue of $5.1 million represents revenue earned through our new pool distribution service acquired with the USAC acquisition on July 30, 2007.

Purchased Transportation

Purchased transportation increased by $3.4 million, or 9.0%, to $41.3 million in the third quarter of 2007 from $37.9 million in the same period of 2006.  As a percentage of total operating revenue, purchased transportation was 42.2% during the three months ended September 30, 2007 compared to 41.9% for the same period in 2006.

Forward Air

Forward Air purchased transportation increased by $2.7 million, or 7.1%, to $40.6 million for the three months ended September 30, 2007 from $37.9 million for the three months ended September 30, 2006. The increase in purchased transportation is primarily attributable to an increase of approximately 6.5% in miles in addition to a 0.4% increase in the total cost per mile for the third quarter of 2007 versus the same period in 2006. As a percentage of segment operating revenue, Forward Air purchased transportation was 43.8% during the three months ended September 30, 2007 compared to 41.9% for the same period in 2006.

Purchased transportation costs for our airport-to-airport network decreased $1.0 million, or 3.2%, to $29.8 million for the three months ended September 30, 2007 from $30.8 million for the three months ended September 30, 2006. For the three months ended September 30, 2007, purchased transportation costs for our airport-to-airport network decreased to 39.4% of airport-to-airport revenue from 39.9% for the same period in 2006. The improvement in airport-to-airport purchased transportation costs is a result of efforts to consolidate the number of loads carried which in turn reduced the number of miles driven to support the airport-to-airport network by approximately 3.5%.  The reduction in miles was slightly offset by a 0.2% increase in our cost per mile for the airport-to-airport network.  The increase in cost per mile is attributable to increased customer utilization of Forward Air Complete, offset by savings obtained from increased utilization of our owner operator fleet instead of third party transportation providers, whose rate per mile is generally more costly than that of our network of owner operators.
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Purchased transportation costs related to our logistics revenue increased $3.4 million, or 57.6%, to $9.3 million for the three months ended September 30, 2007 from $5.9 million for the three months ended September 30, 2006. For the three months ended September 30, 2007, logistics’ purchased transportation costs represented 78.8% of logistics revenue versus 72.0% for the three months ended September 30, 2006. The increase in logistics purchased transportation costs as a percentage of revenue resulted from lower revenue per mile as discussed above partially offset by a decrease in our cost per mile. Logistics cost per mile decreased due to increased capacity resulting in improved purchasing power from third party transportation providers.

Purchased transportation costs related to our other revenue increased $0.3 million, or 25.0%, to $1.5 million for the three months ended September 30, 2007 from $1.2 million for the three months ended September 30, 2006. Other purchased transportation costs as a percentage of other revenue increased to 28.8% of other revenue for the three months ended September 30, 2007 from 24.0% for the same period in 2006.   The increase in other purchased transportation is attributable to increased third party transportation services associated with new value added handling services.
 
FASL

FASL purchased transportation of $0.7 million represents costs associated with payment of drivers, both networked owner operators and third party transportation providers, for the transportation services provided to FASL. FASL purchased transportation was 13.7% of the segment’s operating revenue.

Salaries, Wages, and Benefits

Salaries, wages and employee benefits increased by $3.6 million, or 19.6%, to $22.0 million in the third quarter of 2007 from $18.4 million in the same period of 2006.  As a percentage of total operating revenue, salaries, wages and employee benefits was 22.5% during the three months ended September 30, 2007 compared to 20.4% for the same period in 2006.

Forward Air

Salaries, wages and employee benefits were 21.3% of Forward Air operating revenue in the third quarter of 2007 compared to 20.4% for the same period of 2006. The increase in salaries, wages and employee benefits as a percentage of revenue was attributable to increased costs for share-based compensation, group health care, and workers compensation claims offset by decreased employee incentives. Group health care costs and workers’ compensation claims costs increased $0.3 million, or 15.1%, and increased 0.3% as a percentage of Forward Air operating revenue, due to increased high dollar claims incurred during the third quarter of 2007 compared to the same period of 2006. Also, there was a $0.6 million, or 0.6% as a percentage of Forward Air operating revenue, increase in share-based compensation due to the issuance of stock options and non-vested shares of common stock to key members of management and non-employee directors during 2007. Additionally, salaries, wages and benefits increased 0.3% as a percentage of revenue, due to increased staffing as a result of our “Complete the Model” initiatives.  These increases were offset by employee incentives, which decreased by $0.3 million, or 68.1%, and declined 0.3% as a percentage of Forward Air revenue due to shortfalls from our quarterly performance goals reducing bonuses earned from the same period in 2006.

FASL

FASL salary, wages and employee benefits of $2.3 million represents costs associated with payment of employees, mainly company drivers and employees located at our terminals since our USAC acquisition on July 30, 2007.  FASL salary, wages and employee benefits were 45.1% of the segment’s operating revenue.

Operating Leases

Operating leases increased by $0.7 million, or 18.4%, to $4.5 million in the third quarter of 2007 from $3.8 million in the same period of 2006.  Operating leases, the largest component of which is facility rent, were 4.6% of consolidated operating revenue for the three months ended September 30, 2007 compared with 4.2% in the same period of 2006.

Forward Air

Operating leases were 4.4% of Forward Air operating revenue for the three months ended September 30, 2007 compared with 4.2% in the same period of 2006.  The increase in operating leases in total dollars and as a percentage of operating revenue between periods was attributable to higher rent costs associated with the expansion of certain facilities, offset by decreases in leases due to the opening of company-owned facilities.
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FASL

FASL operating leases of $0.4 million represents facility rent for FASL’s 11 facilities since our USAC acquisition on July 30, 2007.  FASL does not currently own any of its facilities.  FASL operating leases were 7.8% of the segment’s operating revenue.

Depreciation and Amortization

Depreciation and amortization increased $0.8 million, or 38.1%, to $2.9 million in the third quarter of 2007 from $2.1 million in the same period of 2006.  Depreciation and amortization was 3.0% of consolidated operating revenue for the three months ended September 30, 2007 compared with 2.3% in the same period of 2006.

Forward Air

Depreciation and amortization expense as a percentage of Forward Air operating revenue was 2.8% in the third quarter of 2007 compared to 2.3% in the same period of 2006. The increase in depreciation and amortization expense is due to increased depreciation related to our expanded national hub in Columbus, Ohio, our new terminals and regional hubs in Chicago Illinois and Atlanta, Georgia, the implementation of our Terminal Automation Program (“TAP”) during the fourth quarter of 2006, and new tractors and trailers purchased during the third quarter of 2007 and the latter portion of 2006.

FASL

FASL depreciation and amortization of $0.3 million represents $0.1 million of depreciation on acquired equipment and $0.2 million of amortization on acquired intangible assets since our USAC acquisition on July 30, 2007.  FASL depreciation and amortization expenses as a percentage of the segment’s operating revenue was 5.9%

Insurance and Claims

Insurance and claims expense was $1.6 million in the third quarter of 2007 and 2006.  Insurance and claims were 1.6% of consolidated operating revenue in the third quarter of 2007 compared with 1.8% in the same period of 2006.

Forward Air

Insurance and claims were 1.6% of Forward Air operating revenue in the third quarter of 2007 compared to 1.8% for the same period of 2006.  The $0.1 million, or 6.3% decrease in insurance and claims for the third quarter of 2007 compared to third quarter of 2006 is attributable to decreased vehicle claims and associated legal fees offset by increased insurance premiums.

FASL

FASL insurance and claims of $0.1 million represents the cost of insurance premiums and accrued cargo claims since our USAC acquisition on July 30, 2007.  FASL insurance and claims were 2.0% of the segment’s operating revenue.

Other Operating Expenses

Other operating expenses increased $1.7 million, or 24.6%, to $8.6 million in the third quarter of 2007 from $6.9 million in the same period of 2006.  Other operating expenses were 8.8% of consolidated operating revenue for the three months ended September 30, 2007 compared with 7.6% in the same period of 2006.

Forward Air

Other operating expenses were 8.3% of Forward Air operating revenue in the third quarter of 2007 compared to 7.6% in the same period of 2006. The 0.7% increase in other operating expenses as a percentage of Forward Air operating revenue was primarily attributable to taxes, utilities and permits associated with new or expanded facilities, specialized training for key employees, and additional sales and marketing efforts due to the weak freight environment.

FASL

FASL other operating expenses of $0.9 million represent costs such as routine vehicle maintenance, utilities for our facilities, and miscellaneous office and administrative expenses since our USAC acquisition on July 30, 2007.  FASL other operating expenses were 17.6% of the segment’s operating revenue.
20

 
Income from operations

Income from operations decreased by $2.8 million, or 14.2%, to $16.9 million for the third quarter of 2007 compared with $19.7 million for the same period in 2006.  Income from operations were 17.3% of consolidated operating revenue for the three months ended September 30, 2007 compared with 21.8% in the same period of 2006.

Forward Air

Income from operations decreased by $3.2 million or 16.2%, to $16.5 million for the second quarter of 2007 compared with $19.7 million for the same period in 2006.  Income from operations decreased as a percentage of Forward Air operating revenue to 17.8% for the three months ended September 30, 2007 from 21.8% for the same period in 2006.  The decrease in income from operations was primarily a result of the change in our business mix resulting from the decline in revenue from the airport-to-airport service and increase in revenue from less profitable services such as our truckload service.

FASL

FASL income from operations since our USAC acquisition on July 30, 2007 was $0.4 million, or 7.8% of FASL operating revenue.

Interest Expense

Interest expense for the three months ended September 30, 2007 and 2006 was less than $0.1 million.  For the third quarter of 2007, interest expense included interest on our capital lease for the core hub facility in Columbus, Ohio, plus interest on equipment notes assumed with the USAC acquisition.

Other Income, net
 
Other income, net was $0.3 million, or 0.3% of consolidated operating revenue, in the third quarter of 2007 compared with $0.8 million, or 0.9%, for the same period in 2006. The decrease in other income was attributable to lower interest income due to decreased average investment balances as a result of cash used for stock repurchases during the first half of 2007, the purchase of real property for regional hubs and terminals, and the USAC acquisition.
 
Provision for Income Taxes

The combined federal and state effective tax rate for the third quarter of 2007 was 37.3% compared to a rate of 38.1% for the same period in 2006. The decrease in the effective tax rate was the result of us determining during the third quarter of 2007 that we were eligible to receive federal tax credits as an alternative fuel user.
 
Net Income

As a result of the foregoing factors, net income decreased by $1.9 million, or 15.0%, to $10.8 million for the third quarter of 2007 compared to $12.7 million for the same period in 2006.
21

 
The following table sets forth our historical financial data for operating revenue; purchased transportation; salaries, wages and employee benefits; operating leases; depreciation and amortization; insurance and claims; other operating expenses; and income from operations for the nine months ended September 30, 2007 and 2006 (in millions):
 
         
Percent of
         
Percent of
 
   
2007
   
Revenue
   
2006
   
Revenue
 
Operating Revenue
                       
Forward Air
  $
273.2
      98.2 %   $
259.5
      100.0 %
FASL
   
5.1
     
1.8
     
--
     
--
 
Total
   
278.3
     
100.0
     
259.5
     
100.0
 
                                 
Purchased transportation
                               
Forward Air
   
117.9
     
43.2
     
105.5
     
40.7
 
FASL
   
0.7
     
13.7
     
--
     
--
 
Total
   
118.6
     
42.6
     
105.5
     
40.7
 
                                 
Salaries, wages and employee benefits
                               
Forward air
   
58.7
     
21.5
     
55.5
     
21.4
 
FASL
   
2.3
     
45.1
     
--
     
--
 
Total
   
61.0
     
21.9
     
55.5
     
21.4
 
                                 
Operating leases
                               
Forward air
   
11.7
     
4.3
     
10.6
     
4.1
 
FASL
   
0.4
     
7.8
     
--
     
--
 
Total
   
12.1
     
4.3
     
10.6
     
4.1
 
                                 
Depreciation and amortization
                               
Forward air
   
7.4
     
2.7
     
6.5
     
2.5
 
FASL
   
0.3
     
5.9
     
--
     
--
 
Total
   
7.7
     
2.8
     
6.5
     
2.5
 
                                 
Insurance and claims
                               
Forward air
   
5.2
     
1.9
     
4.8
     
1.8
 
FASL
   
0.1
     
2.0
     
--
     
--
 
Total
   
5.3
     
1.9
     
4.8
     
1.8
 
                                 
Other operating expenses
                               
Forward air
   
21.6
     
7.9
     
20.1
     
7.7
 
FASL
   
0.9
     
17.6
     
--
     
--
 
Total
   
22.5
     
8.1
     
20.1
     
7.7
 
                                 
Income from operations
                               
Forward air
   
50.7
     
18.6
     
56.5
     
21.8
 
FASL
   
0.4
     
7.8
     
--
     
--
 
Total
  $
51.1
      18.4 %   $
56.5
      21.8 %

22

 
The following table shows the components of the Forward Air segment’s revenue and purchased transportation for the three months ended September 30, 2007 and 2006:

         
Percent of
         
Percent of
 
Forward Air revenue
 
2007
   
Revenue
   
2006
   
Revenue
 
Airport-to-airport
  $
227.1
      83.2 %   $
223.1
      86.0 %
Logistics
   
30.7
     
11.2
     
21.9
     
8.4
 
Other
   
15.4
     
5.6
     
14.5
     
5.6
 
Total
   
273.2
     
100.0
     
259.5
     
100.0
 
                                 
Forward Air purchased transportation
                               
Airport-to-airport
   
90.0
     
39.6
     
86.2
     
38.6
 
Logistics
   
23.6
     
76.9
     
15.7
     
71.7
 
Other
   
4.3
     
27.9
     
3.6
     
24.8
 
Total
  $
117.9
      43.2 %   $
105.5
      40.7 %
 
23

 
Nine Months Ended September 30, 2007 compared to Nine Months Ended September 30, 2006:

Revenues
 
Operating revenue increased by $18.8 million, or 7.2%, to $278.3 million for the nine months ended September 30, 2007 from $259.5 million in the same period of 2006.

Forward Air

Forward Air operating revenue increased $13.7 million, or 5.3%, to $273.2 million from $259.5 million, accounting for 98.2% of consolidated operating revenue.  Airport-to-airport revenue, which is the largest component of our consolidated operating revenue, increased $4.0 million, or 1.8%, to $227.1 million from $223.1 million, accounting for 83.2% of Forward Air’s operating revenue during the nine months ended September 30, 2007 compared to 86.0% for the nine months ended September 30, 2006. The increase in airport-to-airport revenue was driven by an increase in tonnage and an increase in our rate per pound. Our airport-to-airport business is priced on a per pound basis and the average revenue per pound, including the impact of fuel surcharges, increased 1.5% for the nine months ended September 30, 2007 versus the nine months ended September 30, 2006. Tonnage that transited our network increased by approximately 0.3% in the nine months ended September 30, 2007 compared with the nine months ended September 30, 2006. The tonnage increase was driven by new airport-to-airport business generated by Forward Air Complete, our new pick-up and delivery product introduced during the second half of 2006 offset by a weak shipping environment. The weak environment is evidenced by our 2.2% decline in average weight per shipment, despite a 2.6% increase in total shipments. The increase in average revenue per pound substantially resulted from increased customer utilization of Forward Air Complete.
 
Logistics revenue, which is primarily truckload brokerage and priced on a per mile basis, increased $8.8 million, or 40.2%, to $30.7 million for the nine months ended September 30, 2007 from $21.9 million in the same period of 2006.  The increase in logistics revenue is mainly the result of our “Completing the Model” strategic initiative to grow this product. We are placing emphasis on capturing a larger percentage of truckload opportunities and correspondingly increasing our access to sufficient truckload capacity through the use of third-party transportation providers. During the nine months ended September 30, 2007, we increased the number of miles driven to support our logistics revenue by 66.2%.  The average revenue per mile of our logistics product, including the impact of fuel surcharges, decreased 16.0% for the nine months ended September 30, 2007 versus the nine months ended September 30, 2006. The decrease in our revenue per mile is largely due to the weak shipping environment and the change in our business mix resulting from our efforts to capture additional truckload opportunities as well as utilizing truckload opportunities to cost effectively position our owner-operators within our airport-to-airport network.
 
Other revenue, which includes warehousing services and terminal handling and accounts for the final component of Forward Air operating revenue, increased $0.9 million to $15.4 million, a 6.2% increase from $14.5 million for the same period in 2006.  The increase was primarily due to increased handling and storage revenue due to new services offered through our newly expanded facilities.

FASL

FASL operating revenue of $5.1 million represents revenue earned through our new pool distribution service acquired with the USAC acquisition on July 30, 2007.

Purchased Transportation

Purchased transportation increased by $13.1 million, or 12.4%, to $118.6 million for the nine months ended September 30, 2007 from $105.5 million in the same period of 2006.  As a percentage of consolidated operating revenue, purchased transportation was 42.6% during the nine months ended September 30, 2007 compared to 40.7% for the same period in 2006.

Forward Air

Forward Air purchased transportation increased by $12.4 million, or 11.8%, to $117.9 million for the nine months ended September 30, 2007 from $105.5 million for the nine months ended September 30, 2006. As a percentage of Forward Air  operating revenue, purchased transportation was 43.2% during the nine months ended September 30, 2007 compared to 40.7% for the same period in 2006.
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Purchased transportation costs for our airport-to-airport network increased $3.8 million, or 4.4%, to $90.0 million for the nine months ended September 30, 2007 from $86.2 million for the nine months ended September 30, 2006. For the nine months ended September 30, 2007, purchased transportation costs for our airport-to-airport network increased to 39.6% of airport-to-airport revenue from 38.6% for the same period in 2006. A 3.2% increase in miles driven for the airport-to-airport network accounted for $2.8 million of this increase in purchased transportation. The increase in airport-to-airport miles was due to changes in our shipping patterns during the first half of 2007 as a result of changes in our business mix, such as increased shipments from our west coast terminals. In addition, the increasing number of shipments and decreasing average weight per shipment, discussed above, resulted in airport-to-airport inefficiencies which ultimately increased the number of miles driven. Approximately $1.0 million of the increase in airport-to-airport purchased transportation is attributable to a 1.2% increase in cost per mile.  The increase in the cost per mile is the result of increased customer utilization of Forward Air Complete, which was introduced during the second half of 2006.

Purchased transportation costs related to our logistics revenue increased $7.9 million, or 50.3%, to $23.6 million for the nine months ended September 30, 2007 from $15.7 million for the nine months ended September 30, 2006. For the nine months ended September 30, 2007, logistics’ purchased transportation costs represented 76.9% of logistics revenue versus 71.7% for the nine months ended September 30, 2006. The increase in logistics purchased transportation costs as a percentage of revenue resulted from lower revenue per mile as discussed above partially offset by a decrease in our cost per mile. Logistics cost per mile decreased due to increased capacity resulting in improved purchasing power from third party transportation providers.

Purchased transportation costs related to our other revenue increased $0.7 million, or 19.4%, to $4.3 million for the nine months ended September 30, 2007 from $3.6 million for the nine months ended September 30, 2006. Other purchased transportation costs as a percentage of other revenue increased to 27.9% of other revenue for the nine months ended September 30, 2007 from 24.8% for the same period in 2006.   The increase in other purchased transportation is attributable to increased third party transportation services associated with new value added handling services.
 
FASL

FASL purchased transportation of $0.7 million represents costs associated with payment of drivers, both networked owner operators and third party transportation providers, for the transportation services provided to FASL.  FASL purchased transportation was 13.7% of the segment’s operating revenue.

Salaries, Wages, and Benefits

Salaries, wages and employee benefits increased by $5.5 million, or 9.9%, to $61.0 million for the nine months ended September 30, 2007 from $55.5 million in the same period of 2006.  As a percentage of total operating revenue, salaries, wages and employee benefits was 21.9% during the nine months ended September 30, 2007 compared to 21.4% for the same period in 2006.

Forward Air

Salaries, wages and employee benefits were 21.5% of Forward Air operating revenue for the nine months ended September 30, 2007 compared to 21.4% for the same period of 2006. The increase in salaries, wages and employee benefits as a percentage of revenue was attributable to increased costs for share-based compensation and workers compensation claims offset by decreased employee incentives.  Share-based compensation increased $1.5 million, or 0.5% as a percentage of Forward Air operating revenue, due to the issuance of stock options and non-vested shares of common stock to key members of management and non-employee directors during 2007.  In addition, workers’ compensation expense increased $0.5 million, or 0.2% as a percentage of Forward Air operating revenue, primarily due to a $0.7 million adjustment recorded during the nine months ended September 30, 2007 that resulted from an actuarial analysis of our reserves for workers’ compensation claims. The workers’ compensation actuarial adjustment was offset by lower current claims in 2007 compared to 2006. These increases were offset by a $1.5 million, or 0.6% as a percentage of Forward Air operating revenue, decrease in employee incentives due to shortfalls from our quarterly performance goals reducing bonuses earned from the same period in 2006.

FASL

FASL salary, wages and employee benefits of $2.3 million represents costs associated with payment of employees, mainly company drivers and employees located at our terminals since our USAC acquisition on July 30, 2007.  FASL salary, wages and employee benefits were 45.1% of the segment’s operating revenue.

Operating Leases

Operating leases increased by $1.5 million, or 14.2%, to $12.1 million for the nine months ended September 30, 2007 from $10.6 million in the same period of 2006.  Operating leases, the largest component of which is facility rent, were 4.3% of consolidated operating revenue for the nine months ended September 30, 2007 compared with 4.1% in the same period of 2006.

Forward Air

Operating leases were 4.3% of Forward Air operating revenue for the nine months ended September 30, 2007 compared with 4.1% in the same period of 2006.  The increase in operating leases in total dollars and as a percentage of operating revenue between periods was attributable to higher rent costs associated with the expansion of certain facilities, offset by decreases in facility rent due to the opening of company-owned facilities.
0
25


FASL

FASL operating leases of $0.4 million represents facility rent for FASL’s 11 facilities since our USAC acquisition on July 30, 2007.  FASL does not currently own any of its facilities.  FASL operating leases were 7.8% of the segment’s operating revenue.

Depreciation and Amortization

Depreciation and amortization increased $1.2 million, or 18.5%, to $7.7 million for the nine months ended September 30, 2007 from $6.5 million in the same period of 2006.  Depreciation and amortization was 2.8% of consolidated operating revenue for the nine months ended September 30, 2007 compared with 2.5% in the same period of 2006.

Forward Air

Depreciation and amortization expense as a percentage of Forward Air operating revenue was 2.7% for the nine months ended September 30, 2007 compared to 2.5% in the same period of 2006. The increase in depreciation and amortization expense is due to increased depreciation related to our expanded national hub in Columbus, Ohio, our new terminals and regional hubs in Chicago Illinois and Atlanta, Georgia, the implementation of TAP during the fourth quarter of 2006, and new tractors and trailers purchased during 2007 and the latter portion of 2006.

FASL

FASL depreciation and amortization of $0.3 million represents $0.1 million of depreciation on acquired equipment and $0.2 million of amortization on acquired intangible assets since our USAC acquisition on July 30, 2007.  FASL depreciation and amortization expense as a percentage of the segment’s operating revenue was 5.9%.

Insurance and Claims

Insurance and claims expense increased $0.5 million, or 10.4%, to $5.3 million for the nine months ended September 30, 2007 from $4.8 million for the same period in 2006.  Insurance and claims were 1.9% of consolidated operating revenue during the nine months ended September 30, 2007 compared with 1.8% in the same period of 2006.

Forward Air

Insurance and claims were 1.9% of Forward Air operating revenue during the nine months ended September 30, 2007 compared to 1.8% for the same period of 2006.  The $0.4 million, or 8.3% increase in insurance and claims is primarily the result of increased claims and the associated legal fees.

FASL

FASL insurance and claims of $0.1 million represents the cost of insurance premiums and accrued cargo claims since our USAC acquisition on July 30, 2007.  FASL insurance and claims were 2.0% of the segment’s operating revenue.

Other Operating Expenses

Other operating expenses increased $2.4 million, or 11.9%, to $22.5 million during the nine months ended September 30, 2007 from $20.1 million in the same period of 2006.  Other operating expenses were 8.1% of consolidated operating revenue for the nine months ended September 30, 2007 compared with 7.7% in the same period of 2006.

Forward Air

Other operating expenses were 7.9% of Forward Air operating revenue for the nine months end September 30, 2007 compared to 7.7% in the same period of 2006. The 0.2% increase in other operating expenses as a percentage of operating revenue was primarily attributable to taxes, utilities and permits associated with new or expanded facilities, specialized training for key employees, and additional sales and marketing efforts due to the weak freight environment.

FASL

FASL other operating expenses of $0.9 million represent costs such as routine vehicle maintenance, utilities for our facilities, and miscellaneous office and administrative expenses since our USAC acquisition on July 30, 2007.  FASL other operating expenses were 17.6% of the segment’s operating revenue.
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Income from operations

Income from operations decreased by $5.4 million, or 9.6%, to $51.1 million for the nine months ended September 30, 2007 compared with $56.5 million for the same period in 2006.  Income from operations were 18.4% of consolidated operating revenue for the nine months ended September 30, 2007 compared with 21.8% in the same period of 2006.

Forward Air

Income from operations decreased by $5.8 million, or 10.3%, to $50.7 million for the nine months ended September 30, 2007 compared with $56.5 million for the same period in 2006.  Income from operations decreased as a percentage of Forward Air operating revenue to 18.6% for the nine months ended September 30, 2007 from 21.8% for the same period in 2006.  The decrease in income from operations was primarily a result of the change in our business mix resulting from declining revenue from the airport-to-airport service as a percentage of total revenue and increased revenue from less profitable services such as our truckload service.

FASL

FASL income from operations since our USAC acquisition on July 30, 2007 was $0.4 million, or 7.8% of FASL revenue.

Interest Expense

Interest expense for the nine months ended September 30, 2007 and 2006 was approximately $0.1 million.  For the nine months ended September 30, 2007 interest expense included interest on our capital lease for the core hub facility in Columbus, Ohio, plus interest on equipment notes assumed with the USAC acquisition.

Other Income, net
 
Other income, net was $1.5 million, or 0.5% of operating revenue, for the nine months ended September 30, 2007 compared with $2.3 million, or 0.9% as a percentage of operating revenue, for the same period in 2006. The decrease in other income was attributable to lower interest income due to decreased average investment balances as a result of cash used for stock repurchases, purchases of real property for regional hubs and terminals, and the USAC acquisition during the nine months ended September 30, 2007.
 
Provision for Income Taxes

The combined federal and state effective tax rate for the nine months ended September 30, 2007 was 38.0% compared to a rate of 37.5% for the same period in 2006. Our effective federal and state rate increased to provide for uncertain tax positions as required by Financial Accounting Standards Board (“FASB”) Interpretation No. 48, Accounting for Uncertainty in Income Taxes (an interpretation of FASB Statement No. 109), (“FIN 48”) and for the decrease in tax-exempt interest income during 2007 due to increased capital expenditures and stock repurchases.
 
Net Income

As a result of the foregoing factors, net income decreased by $4.3 million, or 11.7%, to $32.5 million for the nine months ended September 30, 2007 compared to $36.8 million for the same period in 2006.
   
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 $43.8 million for the nine months ended September 30, 2007 compared to approximately $38.2 million in the same period of 2006.  Cash provided by operating activities increased $5.6 million despite a year over year decrease in net income.  For cash provided by operating activities, the $4.3 million decrease in net income was partially offset by a $2.7 million increase in non-cash expenses such as depreciation and amortization and share-based compensation.  Further offsetting the decrease in net income were reduced federal and state estimated tax payments and increased collection on our accounts receivable.
27

 
Net cash used in investing activities was $7.1 million for the nine months ended September 30, 2007 compared with $6.8 million provided by investing activities in the same period of 2006. Investing activities during the nine months ended September 30, 2007 consisted primarily of the purchases of our new Chicago, Illinois and Atlanta, Georgia facilities, the acquisition of certain assets and liabilities of USAC and the purchase of land near Dallas/Fort Worth, Texas. Offsetting the investing cash used for these real property purchases were sales or maturities of our available-for-sale securities. Proceeds from the sales or maturities of our available-for-sale securities during the nine months ended September 30, 2007 were also used to fund stock repurchases as further outlined below in our discussion of cash used for financing activities.  
 
Net cash used in financing activities totaled approximately $36.6 million for the nine months ended September 30, 2007 compared with approximately $41.0 million used in financing activities for the same period of 2006. The decrease in cash used in financing activities was primarily attributable to a $7.6 million decrease in cash used for the repurchase of our common stock net of a $3.4 million decrease in proceeds from the exercise of stock options.
 
For the remainder of 2007, we expect net capital expenditures for operating equipment and management information systems to be approximately $1.0 to $2.0 million. Separate from these capital expenditures, we continue to execute our plan to purchase or build new terminals and regional hubs in key gateway cities. During the nine months ended September 30, 2007, we completed our purchase of new facilities near Chicago, Illinois and Atlanta, Georgia for $22.3 million and $14.9 million, respectively. Deposits of $3.3 million and $1.5 million paid during 2006 were applied to the purchase price of the Chicago and Atlanta facilities, respectively.  In addition, during February 2007, we paid approximately $3.0 million for land near Dallas/Fort Worth, Texas on which we are planning to build a new regional hub, which we estimate will be completed in 2008.   We intend to fund the expenditures for the Dallas/Fort Worth regional hub through cash and short-term investments currently on our balance sheet, cash provided by operating activities, the sale of existing equipment and/or borrowings under our credit facility, if necessary.

On October 10, 2007 we entered into a $100.0 million senior credit facility.  The new facility has a term of five years and includes an accordion feature, which allows for an additional $50.0 million in borrowings on such terms and conditions as set forth in the credit agreement.  The facility will replace our existing $20.0 million line of credit.  We entered into this new, larger credit facility in order to fund potential acquisitions, repurchases of our common stock, and for financing other general business purposes.
 
Our current 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% and is unsecured. The facility’s expiration is April 2008. At September 30, 2007, we had no balance outstanding under the line of credit facility and had utilized approximately $5.5 million of availability for outstanding letters of credit. We were in compliance with the financial covenants and ratios under the credit facility at September 30, 2007.

On November 17, 2005, we announced that our Board of Directors approved a stock repurchase program for up to three million shares of common stock (the “2005 Repurchase Plan”).  In addition, on July 31, 2007 our Board of Directors approved an additional stock repurchase program for up to two million shares of our common stock.   During the nine months ended September 30, 2007, we repurchased 979,500 shares of common stock under the 2005 Repurchase Plan for $31.2 million, or $31.87 per share.  During the three months ended September 30, 2006, we repurchased 1,041,649 shares of common stock under the 2005 Repurchase Plan for $33.0 million, or $31.68 per share. During the nine months ended September 30, 2006, we repurchased 1,202,695 shares of common stock under the 2005 Repurchase Plan for $38.8 million, or $32.24 per share.  As of September 30, 2007, 2,633,827 shares remain that may be repurchased under Board of Director approved repurchase plans.

During each of the nine months ended September 30, 2007 and September 30, 2006, dividends of $0.21 per share were declared on common stock outstanding. The Company expects to continue to pay regular quarterly cash dividends, though each subsequent quarterly dividend is subject to review and approval by the Board of Directors.

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

Critical Accounting Policies

Our unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”). The preparation of financial statements in accordance with GAAP requires our management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying footnotes. Our estimates and assumptions are based on historical experience and changes in the business environment. However, actual results may differ from estimates under different conditions, sometimes materially. Critical accounting policies and estimates are defined as those that are both most important to the portrayal of our financial condition and results and require management’s most subjective judgments. A summary of significant accounting policies is disclosed in Note 1 to the Consolidated Financial Statements included in our 2006 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 2006 Annual Report on Form 10-K. In addition, following the adoption of FIN 48, the Company considers its policies related to income tax contingencies to be a critical accounting policy (see discussion of income tax contingency policies in the Impact of Recent Accounting Pronouncements section).
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Impact of Recent Accounting Pronouncements
 
During June 2006, the FASB issued FIN 48, which is effective for fiscal years beginning after December 15, 2006. This interpretation was issued to clarify the accounting for uncertainty in income taxes recognized in the financial statements by prescribing a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The guidance prescribed in FIN 48 establishes a recognition threshold of more likely than not that a tax position will be sustained upon examination. The measurement attribute of FIN 48 requires that a tax position be measured at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. We adopted the provisions of FIN 48 on January 1, 2007. As a result of the implementation of FIN 48, we recognized a $1.4 million increase in the liability for income tax contingencies, including related interest and penalties, which net of federal benefit of $0.4 million was accounted for as a reduction to the January 1, 2007 balance of retained earnings. The liability for income tax contingencies at January 1, 2007 net of federal benefit is $1.0 million, which represents tax positions where the realization of the ultimate benefit is uncertain and the disallowance of which would affect our annual effective income tax rate.

We file income tax returns in the U.S. federal jurisdiction, various states, and Canada. With a few exceptions, we are no longer subject to U.S. federal, state and local, or Canadian examinations by tax authorities for years before 2003. The total liability balance at June 30, 2007 consists of state tax positions for which the realization of the ultimate benefit is uncertain and the disallowance of which would affect our annual effective income tax rate. These positions mainly consist of deductions taken on state tax returns for which the ultimate deductibility is highly uncertain and the position that certain subsidiaries are not subject to income taxes by certain states.

As permitted by FIN 48, we recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. 
 
During September 2006, the FASB issued Statement of Financial Accounting Standard (“SFAS”) No. 157, Fair Value Measurements (“SFAS 157”), which is effective for fiscal years beginning after November 15, 2007 with earlier adoption encouraged. SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements, the FASB having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, SFAS 157 does not require any new fair value measurements. However, the application of SFAS 157 could change current practice. We currently plan to adopt SFAS 157 on January 1, 2008, but the implementation of SFAS 157 is not expected to have a significant impact on our financial position or results of operations.
 
During February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB Statement No. 115 (“SFAS 159”), which permits entities to choose to measure many financial instruments and certain other items at fair value. The objective of SFAS 159 is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. SFAS 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. We currently plan to adopt SFAS No. 159 on January 1, 2008, but the implementation of SFAS 159 is not expected to have a significant impact on our financial position or results of operations.
 
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. 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.
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Item 3.
Quantitative and Qualitative Disclosures About 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, 2006.
 
Item 4.
Controls and Procedures
 
Disclosure Controls and Procedures
 
We maintain controls and procedures designed to ensure that we are able to collect the information required to be disclosed in the reports we file with the Securities and Exchange Commission (“SEC”), and to process, summarize and disclose this information within the time periods specified in the rules of the SEC. Based on an evaluation of our disclosure controls and procedures as of the end of the period covered by this report conducted by management, with the participation of the Chief Executive Officer and Chief Financial Officer, the Chief Executive Officer and Chief Financial Officer believe that these controls and procedures are effective to ensure that we are able to collect, process and disclose the information we are required to disclose in the reports we file with the SEC within the required time periods.
 
Changes in Internal Control
 
There were no changes in our internal control over financial reporting during the third quarter of 2007 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
Part II.
Other Information
 
 
Item 1.
Legal Proceedings
 
From time to time, we are a party to ordinary, routine litigation incidental to and arising in the normal course of our business, most of which involve claims for personal injury, property damage related to the transportation and handling of freight, or workers’ compensation. We do not believe that any of these pending actions, individually or in the aggregate, will have a material adverse effect on our business, financial condition or results of operations.
 
Item 1A.
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 2006 Annual Report on Form 10-K. There have been no changes in the nature of these factors since December 31, 2006.
 
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds

We did not repurchase any of our common stock during the three months ended September 30, 2007.  As of September 30, 2007, 2,633,827 shares remain that may be repurchased under Board of Director approved repurchase plans.
 
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.
30


Item 6.
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.
 
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
Amended and Restated Bylaws of the registrant (incorporated herein by reference to Exhibit 3.2 to the registrant's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2007, filed with the Securities and Exchange Commission on August 2, 2007)
4.1
Form of Landair Services, Inc. Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 to the registrant’s Registration Statement on 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
Amended and Restated Non-Employee Director Stock Plan (incorporated herein by reference to Appendix B of the registrant’s Proxy Statement, filed with the Securities and Exchange Commission on April 19, 2007 (File No. 22490))
10.2
Five-year senior, unsecured revolving credit facility (incorporated by reference to Exhibit 2.1 to the registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 11, 2007)
10.3
Employment Agreement dated October 30, 2007, between Forward Air Corporation and Bruce A. Campbell, including Attachment B, Restrictive Covenants Agreement entered into contemporaneously with and as part of the Employment Agreement (incorporated by reference to Exhibit 99.1 to the registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 31, 2007)
31.1
Certification of Chief Executive Officer Pursuant to Exchange Act Rule 13a-14(a) (17 CFR 240.13a-14(a))
31.2
Certification of Chief Financial Officer Pursuant to Exchange Act Rule 13a-14(a) (17 CFR 240.13a-14(a))
32.1
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
31

 
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 1, 2007
 
By: 
/s/ Rodney L. Bell
 
 
 
Rodney L. Bell
Chief Financial Officer, Senior Vice President and Treasurer
(Principal Financial and Accounting Officer)

32

 
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
Amended and Restated Bylaws of the registrant (incorporated herein by reference to Exhibit 3.2 to the registrant's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2007, filed with the Securities and Exchange Commission on August 2, 2007)
4.1
Form of Landair Services, Inc. Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 to the registrant’s Registration Statement on 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
Amended and Restated Non-Employee Director Stock Plan (incorporated herein by reference to Appendix B of the registrant’s Proxy Statement, filed with the Securities and Exchange Commission on April 19, 2007 (File No. 22490))
10.2
Five-year senior, unsecured revolving credit facility (incorporated by reference to Exhibit 2.1 to the registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 11, 2007)
10.3
Employment Agreement dated October 30, 2007, between Forward Air Corporation and Bruce A. Campbell, including Attachment B, Restrictive Covenants Agreement entered into contemporaneously with and as part of the Employment Agreement (incorporated by reference to Exhibit 99.1 to the registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 31, 2007)
31.1
Certification of Chief Executive Officer Pursuant to Exchange Act Rule 13a-14(a) (17 CFR 240.13a-14(a))
31.2
Certification of Chief Financial Officer Pursuant to Exchange Act Rule 13a-14(a) (17 CFR 240.13a-14(a))
32.1
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002