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SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

    [X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2004 or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission file number: 0-27754

HUB GROUP, INC.
(Exact name of registrant as specified in its charter)

Delaware 36-4007085
                                                         (State or other jurisdiction of                                                            (I.R.S. Employer
                                                        incorporation or organization)                                                            Identification No.)

3050 Highland Parkway, Suite 100
Downers Grove, Illinois 60515
(Address, including zip code, of principal executive offices)
(630) 271-3600
(Registrant’s telephone number, including area code)

        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No    

         Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes    No X         On July 22, 2004, the registrant had 9,328,382 outstanding shares of Class A common stock, par value $.01 per share, and 662,296 outstanding shares of Class B common stock, par value $.01 per share.


HUB GROUP, INC.

INDEX

Page                            

                            PART I. Financial Information:

Hub Group, Inc. - Registrant        

Unaudited Condensed Consolidated Balance Sheets - June 30, 2004 and
  
         December 31, 2003    3  

Unaudited Condensed Consolidated Statements of Operations - Three Months and
  
         Six Months Ended June 30, 2004 and 2003    4  

Unaudited Condensed Consolidated Statement of Stockholders' Equity - Six
  
         Months Ended June 30, 2004    5  

Unaudited Condensed Consolidated Statements of Cash Flows - Six
  
         Months Ended June 30, 2004 and 2003    6  

Notes to Unaudited Condensed Consolidated Financial Statements
    7  

Management's Discussion and Analysis of Financial Condition and
  
         Results of Operations    12  

Quantitative and Qualitative Disclosures related to Market Risk
    16  

Controls and Procedures
    16  

PART II. Other Information
    17  

HUB GROUP, INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)

June 30,
2004

December 31,
2003

ASSETS      
    CURRENT ASSETS: 
      Cash and cash equivalents  $          —   $          —  
      Accounts receivable 
         Trade, net  122,572   125,754  
         Other  14,201   9,472  
      Deferred taxes  4,789   4,676  
      Prepaid expenses and other current assets  4,679   4,578  


         TOTAL CURRENT ASSETS

  146,241

  144,480

 
    PROPERTY AND EQUIPMENT, net  23,887   27,855  
    GOODWILL, net  215,175   215,175  
    OTHER ASSETS  320   1,017  


         TOTAL ASSETS  $ 385,623   $ 388,527  


LIABILITIES AND STOCKHOLDERS' EQUITY 
    CURRENT LIABILITIES: 
      Accounts payable 
         Trade  $ 112,228   $ 117,790  
         Other  3,303   2,555  
      Accrued expenses 
         Payroll  14,538   14,157  
         Other  12,878   11,592  
      Current portion of long-term debt  8,010   8,017  


           TOTAL CURRENT LIABILITIES

  150,957

  154,111

 
    LONG-TERM DEBT, EXCLUDING CURRENT PORTION  54,011   67,017  
    DEFERRED TAXES  27,961   24,364  
    STOCKHOLDERS' EQUITY: 
      Preferred stock, $.01 par value, 2,000,000 shares authorized; no shares 
         issued or outstanding in 2004 and 2003     
      Common stock 
         Class A: $.01 par value; 12,337,700 shares authorized; 7,554,977 shares 
           issued and 7,529,582 outstanding in 2004; 7,410,700 issued and 
            7,390,500 outstanding in 2003  75   74  
         Class B: $.01 par value; 662,300 shares authorized; 662,296 shares issued 
           and outstanding in 2004 and 2003  7   7  
      Additional paid-in capital  118,608   115,820  
      Purchase price in excess of predecessor basis, net of tax benefit of $10,306  (15,458 ) (15,458 )
      Retained earnings  54,104   47,332  
      Unearned compensation  (4,018 ) (4,448 )
      Treasury stock, at cost (25,395 shares in 2004 and 20,200 shares in 2003)  (624 ) (292 )


         TOTAL STOCKHOLDERS' EQUITY  152,694   143,035  


           TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY  $ 385,623   $ 388,527  


        See notes to unaudited condensed consolidated financial statements.


HUB GROUP, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)

Three Months
Ended June 30,

Six Months
Ended June 30,

2004
2003
2004
2003
Revenue   $ 348,971   $ 331,651   $ 677,273   $ 660,934  
Transportation costs  305,306   288,191   591,805   575,424  




       Gross margin  43,665   43,460   85,468   85,510  
 
Costs and expenses: 
     Salaries and benefits  22,233   22,853   44,575   46,181  
     Selling, general and administrative  10,315   12,105   20,596   23,891  
     Depreciation and amortization of property and equipment  2,851   2,588   5,734   5,149  




       Total costs and expenses  35,399   37,546   70,905   75,221  




       Operating income  8,266   5,914   14,563   10,289  
 
Other income (expense): 
     Interest expense  (1,684 ) (2,010 ) (3,397 ) (4,096 )
     Interest income  56   25   109   75  
     Other, net  363   49   404   13  




       Total other expense  (1,265 ) (1,936 ) (2,884 ) (4,008 )
 
Income before provision for income taxes  7,001   3,978   11,679   6,281  
 
Provision for income taxes  2,942   2,431   4,907   3,375




Net income   $     4,059   $     1,547   $     6,772   $     2,906  




Basic earnings per common share  $       0.52   $    0.20   $       0.87   $    0.38  




Diluted earnings per common share  $       0.48   $    0.20   $       0.81   $    0.37  




Basic weighted average number of shares outstanding  7,851   7,709   7,799   7,709  




Diluted weighted average number of shares outstanding  8,469   7,824   8,381   7,773  




See notes to unaudited condensed consolidated financial statements.

HUB GROUP, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
For the six months ended June 30, 2004
(in thousands, except shares)

June 30,
2004

Class A & B Common Stock Shares Outstanding        
  Beginning of year    8,052,796  
  Exercise of stock options    127,634  
  Issuance of restricted stock    16,643  
  Purchase of treasury shares    (96,500 )
  Treasury shares issued under restricted stock and stock option plan, net of forfeitures    91,305  

   Ending balance    8,191,878  

Class A & B Common Stock Amount  
  Beginning of year   $ 81  
  Issuance of restricted stock and exercise of stock options     1  

   Ending balance    82  

Additional Paid-in Capital  
  Beginning of year    115,820  
  Exercise of stock options    2,301  
  Issuance of restricted stock    487  

   Ending balance    118,608  

Purchase Price in Excess of Predecessor Basis, Net of Tax  
  Beginning of year    (15,458 )

   Ending balance    (15,458 )

Retained Earnings  
  Beginning of year    47,332  
  Net income    6,772  

   Ending balance    54,104  

Unearned Compensation  
  Beginning of year    (4,448 )
  Issuance of restricted stock, net of forfeitures    (614 )
  Compensation expense related to restricted stock    1,044  

   Ending balance    (4,018 )

Treasury Stock  
  Beginning of year    (292 )
  Purchase of treasury shares    (2,767 )
  Issuance of restricted stock and exercise of stock options, net of forfeitures    2,435  

   Ending balance    (624 )

   Total stockholder's equity   $ 152,694  

See notes to unaudited condensed consolidated financial statements.


HUB GROUP, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

Six Months Ended
June 30,

2004
2003
Cash flows from operating activities:      
    Net income   $   6,772   $   2,906  
    Adjustments to reconcile net income to net cash provided 
       by operating activities: 
         Depreciation and amortization of property and equipment  5,812   5,174  
         Deferred taxes  4,735   3,375  
         Compensation expense related to restricted stock  1,044    
         (Gain) Loss on sale of assets  (162 ) 8  
         Other assets  697   (243 )
         Changes in working capital: 
           Accounts receivable, net  (1,547 ) 3,851  
           Prepaid expenses and other current assets  (101 ) 488  
           Accounts payable  (4,814 ) (7,063 )
           Accrued expenses  1,667   2,933  


            Net cash provided by operating activities  14,103   11,429  


Cash flows from investing activities: 
    Purchases of property and equipment, net  (1,682 ) (1,395 )


            Net cash used in investing activities  (1,682 ) (1,395 )


Cash flows from financing activity: 
    Proceeds from stock options exercised  3,359    
    Purchase of treasury stock  (2,767 )  
    Net payments on revolver  (6,000 ) (6,000 )
    Payments on long-term debt  (7,013 ) (4,034 )


            Net cash used in financing activities  (12,421 ) (10,034 )


Net increase (decrease) in cash and cash equivalents     
Cash and cash equivalents beginning of period     


Cash and cash equivalents end of period  $        —   $      —  


Supplemental disclosures of cash flow information 
    Cash paid for: 
       Interest  $   2,630   $ 3,415  
       Income Taxes  $      368   $      —  

See notes to unaudited condensed consolidated financial statements.


HUB GROUP, INC.

NOTES TO UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.      Interim Financial Statements

        The accompanying unaudited condensed consolidated financial statements of Hub Group, Inc. (the “Company”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in annual financial statements have been condensed or omitted pursuant to those rules and regulations. However, the Company believes that the disclosures contained herein are adequate to make the information presented not misleading.

        The financial statements reflect, in the opinion of management, all material adjustments (which include only normal recurring adjustments) necessary to present fairly the Company’s financial position and results of operations for the three months and six months ended June 30, 2004 and 2003.

        These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003. Results of operations in interim periods are not necessarily indicative of results to be expected for a full year due partially to seasonality.

        Certain prior year amounts have been reclassified to conform to the current year presentation.

NOTE 2.      Restructuring Charges

        In the fourth quarter of 2002, the Company recorded a $458,000 liability for the remaining lease obligation related to a closed facility. Lease payments made during 2004 were $80,000. The payments made in the quarters ended March 31, 2004 and June 30, 2004 were $53,000 and $27,000 respectively. The lease obligation is $201,000 at June 30, 2004.

        During the quarter ended June 30, 2003 the Company recorded a liability of $180,000 for the estimated remaining lease obligation and closing costs related to a facility in Detroit. Approximately $43,000 of the lease obligation remains as of June 30, 2004. Lease and closing cost payments made during 2004 were $37,000. The payments made in the quarters ended March 31, 2004 and June 30, 2004 were $19,000 and $18,000, respectively.

        During the year ended December 31, 2003 the Company recorded a severance charge for 165 employees of $876,000. Severance payments of $75,000 were made during the period ended March 31, 2004. All of the severance payments for these employees were made as of March 31, 2004.

        During the three months ended March 31, 2004, the Company recorded severance charges for 20 employees of $115,000 and for the three months ended June 30, 2004, the Company recorded severance charges for 20 employees of $191,000. Total severance charges for the six months ended June 30, 2004 was $306,000 for 40 employees. All of these severance payments were made as of June 30, 2004.

NOTE 3.      Stock Based Compensation

        Statement of Financial Accounting Standards (“SFAS”) No. 123, “Accounting for Stock-Based Compensation,”as amended by Statement of Financial Accounting Standards No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure,” encourages, but does not require, companies to record compensation cost for stock-based employee compensation plans at fair value. The Company has chosen to account for stock-based compensation using the intrinsic value method prescribed in Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations. Accordingly, compensation expense for stock options is measured as the excess, if any, of the quoted market price of the Company’s stock at the date of the grant over the amount an employee must pay to acquire the stock. The Company grants options at fair market value and therefore recognizes no compensation expense.


        The following table illustrates the effect on the net income and net income per share if the Company had applied the fair value recognition provisions of SFAS No. 123, to stock-based employee compensation (in thousands, except per share data):

Three Months Ended Six Months Ended
June 30, June 30,
2004 2003 2004 2003
     
Net income, as reported   $4,059   $1,547   $6,772   $2,906  
     
Add: Total stock-based compensation included in net income, 
   net of related tax effects  319     605    
Deduct: Total stock-based employee compensation expense   determined under fair value based method for all 
   awards, net of related tax effects  (470 ) (186 ) (924 ) (364 )




Net income, pro forma  $3,908   $1,361   $6,453   $2,542  




Earnings per share: 
     
Basic-- as reported  $0.52   $0.20   $0.87   $0.38  




Basic-- pro forma  $0.50   $0.18   $0.83   $0.33  




Diluted-- as reported  $0.48   $0.20   $0.81   $0.37  




Diluted-- pro forma  $0.46   $0.17   $0.77   $0.33  




Dividend Yield  $0.00   $0.00   $0.00   $0.00  




        No options were granted in 2004. The above table is based upon the valuation of option grants using the Black-Scholes pricing model for traded options with an assumed risk-free interest rate of 3.6% in 2003, a stock price volatility factor of 40.0% in 2003 and an expected life of the options of six years. Using the foregoing assumptions, the calculated weighted-average fair value of the options granted during the three months ended June 30, 2003 was $2.95 and for the six months ended June 30, 2003 was $2.35. Because the Company’s employee stock options have characteristics significantly different from those of traded options, and because changes in the input assumptions can materially affect the fair value estimate, in management’s opinion, the model does not necessarily provide a reliable single measure of the fair value of its employee stock options.

        The pro forma disclosure is not likely to be indicative of pro forma results which may be expected in future periods because of the fact that options vest over several years, pro forma compensation expense is recognized as the options vest and additional awards may also be granted.


NOTE 4.      Earnings Per Share

        The following is a reconciliation of the Company’s earnings per share:

Three Months Ended
June 30, 2004

Three Months Ended
June 30, 2003

(000's)
(000's)
Income
Shares
Per Share
Amount

Income
Shares
Per Share
Amount

Basic EPS              
      Net Income  $4,059   7,851   $0.52   $1,547   7,709   $0.20  
Effect of Dilutive Securities 
      Stock options and restricted stock    618       115    






Diluted EPS 
      Net Income  $4,059   8,469   $0.48   $1,547   7,824   $0.20  






   
Six Months Ended
June 30, 2004

Six Months Ended
June 30, 2003

(000's)
(000's)
Income
Shares
Per Share
Amount

Income
Shares
Per Share
Amount

Basic EPS              
      Net Income  $6,772   7,799   $0.87   $2,906   7,709   $0.38  
Effect of Dilutive Securities 
      Stock options and restricted stock    582       64    






Diluted EPS 
      Net Income  $6,772   8,381   $0.81   $2,906   7,773   $0.37  






        Stock options not included in diluted weighted-average shares because they would have been antidilutive were 0 and 878,550 for the three months ending June 30, 2004 and 2003, respectively. Stock options not included in diluted weighted average shares because they would have been anti-dilutive were 11,500 and 956,050 for the six months ended June 30, 2004 and 2003, respectively.


NOTE 5.      Property and Equipment

        Property and equipment consist of the following (in thousands):

June 30, December 31,
2004 2003


Building and improvements   $        57   $        57  
Leasehold improvements  650   608  
Computer equipment and software  51,902   51,927  
Furniture and equipment  6,269   6,085  
Transportation equipment and automobiles  838   1,221  


   59,716   59,898  
Less: Accumulated depreciation and amortization  (35,829 ) (32,043 )


    Property and Equipment, net  $ 23,887   $   27,855  


NOTE 6.      Debt

        The Company’s outstanding debt is as follows (in thousands):

June 30, December 31,
2004 2003


                          
Bank revolving line of credit   $   $ 6,000  
Term notes with quarterly payments of $2,000,000 with a balloon payment  
  of $9,000,000 due June 24, 2005; interest is due quarterly at a floating  
  rate    12,000    19,000  
Notes due on June 25, 2009 with annual payments of $10,000,000  
  commencing on June 25, 2005; interest is paid quarterly at a fixed rate  
  of 9.14%    50,000    50,000  
Capital lease obligations collateralized by certain equipment    21    34  


Total debt    62,021    75,034  
Less current portion    (8,010 )  (8,017 )


    $ 54,011   $ 67,017  


        On March 25, 2004, at the Company’s request, the Credit Agreement was amended to reduce the interest rate, commitment fees and the aggregate Revolving Credit Commitment. The interest rate for the Revolving Line of Credit was changed from LIBOR plus 2.0% to LIBOR plus 1.75%. The interest rate for the Term Loan was changed from LIBOR plus 2.25% to LIBOR plus 1.75%. The interest rate for both the Revolving Line of Credit and the Term Loan can be reduced to LIBOR plus 1.625% if the Company’s cash flow leverage ratio is below 1.75 to 1. The commitment fees charged on the unused Line of Credit were reduced from .35% to .3%. The commitment fees can be reduced to .275% if the Company’s cash flow leverage ratio is below 1.75 to 1. The Company’s current cash flow leverage ratio is 1.5 to 1. The Revolving Credit Commitment was reduced from $50,000,000 to $35,000,000.

        The Company had $34,000,000 and $43,000,000 of unused and available borrowings under its bank revolving line of credit at June 30, 2004 and December 31, 2003, respectively. The Company was in compliance with its debt covenants at June 30, 2004.

        The Company has standby letters of credit that expire from 2004 to 2012. As of June 30, 2004, the letters of credit were $1,000,000.

        See Note 9 for subsequent event related to paydown of debt.


NOTE 7.      Contingencies

        The Company is a party to litigation incident to its business, including claims for freight lost or damaged in transit, improperly shipped or improperly billed. Some of the lawsuits to which the Company is party are covered by insurance and are being defended by the Company’s insurance carriers. Some of the lawsuits are not covered by insurance and are being defended by the Company. Management does not believe that the outcome of this litigation will have a materially adverse effect on the Company’s financial position.

NOTE 8.      Stock Buy Back Plan

        During the fourth quarter of 2003, the Board of Directors authorized the purchase of up to 500,000 shares of the Company’s Class A Common Stock from time to time. The timing of the program will be determined by financial and market conditions. Since the program was initiated, the Company purchased 116,700 shares for $3,059,000. A summary of purchases in 2004 follows:

ISSUER PURCHASES OF EQUITY SECURITIES

Total Number of Shares Maximum Number of
Total Number Purchased as Shares that May
of Shares Average Price Part of Publicly Yet be Purchased
Purchased Paid Per Share Announced Plan Under the Plan(1)
         
January 1 to January 31      -    -    -    479,800  
February 1 to February 29    27,800    $  27.61    27,800    452,000  
March 1 to March 31    68,700    29.04    68,700    383,300  
April 1 to April 30      -    -    -    383,300  
May 1 to May 31      -    -    -    383,300  
June 1 to June 30      -    -    -    383,300  



            Total    96,500    $  28.67    96,500  



    (1)        The Company announced on November 3, 2003 that the Board of Directors had authorized the purchase of up to 500,000 shares of the Company’s Class A Common Stock from time to time. There is no expiration date for the Plan.

NOTE 9.      Subsequent Event

        Hub’s public offering of Class A common stock priced at $33.00 per share, before underwriting discounts and commissions, and was closed on July 2, 2004. The Company sold 1,800,000 shares and selling stockholders sold 385,000 shares. Net proceeds to the Company of $56,100,000 were used to prepay the $50,000,000 of 9.14% debt on July 6, 2004 as well as the majority of the make-whole payment of $6,800,000. As a result of the pre-payment, the Company will record a change of $7,300,000 (after-tax of approximately $4,200,000), consisting of $6,800,000 in pre-payment penalties and $500,000 related to the write off of deferred financing costs during the third quarter of 2004.


HUB GROUP, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

Three Months Ended June 30, 2004 Compared to the Three Months Ended June 30, 2003

Revenue

        Transportation-related revenue, generated by Hub Group, Inc.’s (the “Company’s”) intermodal, truckload brokerage and logistics business units, increased 7.2% or $22.8 million. Intermodal revenue increased 5.7% to $242.3 million from $229.2 million in 2003 due primarily to an increase in volume. Truckload brokerage revenue increased 7.3% to $56.8 million from $52.9 million in 2003 due primarily to an increase in revenue per load. Logistics revenue increased 17.1% to $39.4 million from $33.7 million due primarily to increased volume. Hub Group Distribution Services (“HGDS”) revenue decreased 34.0% to $10.5 million in 2004 from $15.9 million in 2003 due primarily to a decrease in the installation business. Total revenue for the Company increased 5.2% to $349.0 million in 2004 from $331.7 million in 2003.

        Certain prior year amounts have been reclassified to conform to the current year presentation.

Gross Margin

        Gross margin increased 0.5% to $43.7 million in 2004 from $43.5 million in 2003. Transportation-related gross margin dollar increases were offset by decreases in gross margin dollars at HGDS. As a percent of revenue, gross margin decreased to 12.5% in 2004 from 13.1% in 2003. The change in gross margin as a percentage of revenue is primarily attributable to a decrease in the higher margin business of HGDS.

Salaries and Benefits

        As a percentage of revenue, salaries and benefits decreased to 6.4% from 6.9% in 2003. Salaries and benefits decreased to $22.2 million in 2004 from $22.9 million in 2003. This was due primarily to a decrease in headcount. Headcount as of June 30, 2004 was 1,176. In late 2003, the Company stopped issuing new stock options and began issuing restricted stock which vests over three years. As a result, salaries and benefits include a $0.6 million charge related to restricted stock in the three months ended June 30, 2004.

Selling, General and Administrative

        Selling general and administrative expenses decreased to $10.3 million in 2004 from $12.1 million in 2003. As a percentage of revenue, these expenses decreased to 3.0% in 2004 from 3.6% in 2003. Equipment lease expense decreased by $0.6 million due primarily to the lease buy-outs in the latter half of 2003. Outside services expense decreased by $0.4 million due primarily to lower legal fees incurred during 2004. Outside sales commissions decreased by $0.2 million and rent and office expense decreased by $0.2 million due primarily to a reduction in offices and cost savings initiatives.

Depreciation and Amortization of Property and Equipment

        Depreciation and amortization increased to $2.9 million in 2004 from $2.6 million in 2003. This expense as a percentage of revenue remained constant at 0.8%. The increase in depreciation and amortization is due primarily to more computer equipment being depreciated in 2004 as a result of lease buy-outs in the latter half of 2003.

Other Income (Expense)

        Interest expense decreased to $1.7 million in 2004 from $2.0 million in 2003. The decrease in interest expense is due primarily to carrying a lower average debt balance this year as compared to the prior year.


Provision for Income Taxes

        The provision for income taxes increased to $2.9 million in 2004 compared to $2.4 million in 2003. The Company provided for income taxes using an effective rate of 42.0% in 2004 and an effective rate of 61.1% in the second quarter of 2003. The decrease in the effective rate from 2003 to 2004 is related to the write off of $0.8 million of deferred tax assets related to the Illinois Research and Development credit in 2003. On June 20, 2003, the governor of Illinois signed legislation that eliminated the Illinois Research and Development credit and the use of any credit carryforwards for any year ending on or after December 31, 2003.

Net Income

        Net income increased to $4.1 million in 2004 from $1.5 million from 2003.

Earnings Per Common Share

        Basic earnings per share increased to $0.52 in 2004 from $0.20 in 2003 and diluted earnings per shared increased to $0.48 in 2004 from $0.20 in 2003.

Six Months Ended June 30, 2004 Compared to the Six Months Ended June 30, 2003

Revenue

        Transportation-related revenue, generated by the Company’s intermodal, truckload brokerage and logistics business units, increased 4.8% or $30.1 million. Intermodal revenue increased 3.4% to $472.9 million from $457.2 million in 2003 due primarily to an increase in volume. Truckload brokerage revenue increased 4.1% to $107.7 million from $103.5 million in 2003 due primarily to an increase in revenue per load. Logistics revenue increased 14.8% to $79.1 million from $68.9 million due primarily to increased volume. HGDS revenue decreased 43.9% to $17.6 million in 2004 from $31.3 million in 2003 due primarily to a decrease in the installation business. Total revenue for the Company increased 2.5% to $677.3 million in 2004 from $660.9 million in 2003.

        Certain prior year amounts have been reclassified to conform to the current year presentation.

Gross Margin

        Gross margin remained constant at $85.5 million. Transportation-related gross margin dollar increases were offset by decreases in gross margin dollars at HGDS. As a percent of revenue, gross margin decreased slightly to 12.6% in 2004 from 12.9% in 2003. The change in gross margin as a percentage of revenue is primarily attributable to a decrease in the higher margin business of HGDS.

Salaries and Benefits

        Salaries and benefits decreased to $44.6 million in 2004 from $46.2 million in 2003. As a percentage of revenue, salaries and benefits decreased to 6.6% from 7.0% in 2003. This was due primarily to a decrease in headcount. In late 2003, the Company stopped issuing new stock options and began issuing restricted stock which vests over three years. As a result, salaries and benefits include a $1.0 million charge related to restricted stock in the six months ended June 30, 2004.

Selling, General and Administrative

        Selling general and administrative expenses decreased to $20.6 million in 2004 from $23.9 million in 2003. As a percentage of revenue, these expenses decreased to 3.0% in 2004 from 3.6% in 2003. Equipment lease expense decreased by $1.4 million due primarily to the lease buy-outs in the latter half of 2003. Telephone expense decreased by $0.4 million due primarily to a reduction in headcount. Outside services expense decreased by $0.5 million due primarily to lower legal fees incurred during 2004. Rent and office expense decreased by $0.4 million due primarily to a reduction in offices and cost savings initiatives. Outside sales commissions decreased by $0.3 million.

Depreciation and Amortization of Property and Equipment

        Depreciation and amortization increased to $5.7 million in 2004 from $5.1 million in 2003. This expense as a percentage of revenue remained constant at 0.8%. The increase in depreciation and amortization is due primarily to more computer equipment being depreciated in 2004 as a result of lease buy-outs in the latter half of 2003.

Other Income (Expense)

        Interest expense decreased to $3.4 million in 2004 from $4.1 million in 2003. The decrease in interest expense is due primarily to carrying a lower average debt balance this year as compared to the prior year.

Provision for Income Taxes

        The provision for income taxes increased to $4.9 million in 2004 compared to $3.4 million in 2003. The Company provided for income taxes using an effective rate of 42.0% for the six months ended June 30, 2004 and an effective rate of 53.7% for the six months ended June 30, 2003. The decrease in the effective rate from 2003 to 2004 is related to the write off of $0.8 million of deferred tax assets related to the Illinois Research and Development credit in 2003. On June 20, 2003, the governor of Illinois signed legislation that eliminated the Illinois Research and Development credit and the use of any credit carryforwards for any year ending on or after December 31, 2003.

Net Income

        Net income increased to $6.8 million in 2004 from $2.9 million from 2003.

Earnings Per Common Share

        Basic earnings per share increased to $0.87 in 2004 from $0.38 in 2003 and diluted earnings per shared increased to $0.81 in 2004 from $0.37 in 2003.

LIQUIDITY AND CAPITAL RESOURCES

        The Company has funded its operations and capital expenditures through cash flows from operations and bank borrowings.

        Cash provided by operating activities for the six months ended June 30, 2004, was approximately $14.1 million, which resulted primarily from net income from operations and non-cash charges of $11.6 million.

        Net cash used in investing activities for the six months ended June 30, 2004, was $1.7 million and related to expenditures principally made to enhance the Company’s information system capabilities.

        The net cash used in financing activities for the six months ended June 30, 2004, was $12.4 million and related primarily to payments on the Company’s debt and purchase of treasury stock offset by an increase in cash resulting from stock options being exercised.

        The Company does not believe its net working capital deficit impairs its ability to meet obligations as they become due.

        On March 25, 2004, at the Company’s request, the Credit Agreement was amended to reduce the interest rate, commitment fees and the aggregate Revolving Credit Commitment. The interest rate for the Revolving Line of Credit was changed from LIBOR plus 2.0% to LIBOR plus 1.75%. The interest rate for the Term Loan was changed from LIBOR plus 2.25% to LIBOR plus 1.75%. The interest rate for both the Revolving Line of Credit and the Term Loan can be reduced to LIBOR plus 1.625% if the Company’s cash flow leverage ratio is below 1.75 to 1. The commitment fees charged on the unused Line of Credit were reduced from .35% to .3%. The commitment fees can be reduced to .275% if the Company’s cash flow leverage ratio is below 1.75 to 1. The Company’s current cash flow leverage ratio is 1.5 to 1. The Revolving Credit Commitment was reduced from $50,000,000 to $35,000,000.

        The Company had $34,000,000 and $43,000,000 of unused and available borrowings under its bank revolving line of credit at June 30, 2004 and December 31, 2003, respectively. The Company was in compliance with its debt covenants at June 30, 2004.

        The Company has standby letters of credit that expire from 2004 to 2012. As of June 30, 2004, the letters of credit were $1,000,000.

        Hub’s public offering of Class A common stock priced at $33.00 per share, before underwriting discounts and commissions, and closed on July 2, 2004. The Company sold 1,800,000 shares and selling stockholders sold 385,000 shares. Net proceeds to the Company of $56,100,000 were used to prepay the $50,000,000 of 9.14% debt on July 6, 2004 as well as the majority of the make-whole payment of $6,800,000. As a result of the pre-payment, the Company will record a charge of $7,300,000 (after-tax of approximately $4,200,000) consisting of $6,800,000 in pre-payment penalities and $500,000 related to the write off of deferred financing costs during the third quarter of 2004.

OUTLOOK, RISKS AND UNCERTAINTIES

        Except for historical data, the information contained in this Quarterly Report constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are inherently uncertain and subject to risks. Such statements should be viewed with caution. Actual results or experience could differ materially from the forward-looking statements as a result of many factors. Forward-looking statements in this report include, but are not limited to, those contained in this “Outlook, Risks and Uncertainties” section regarding expectations, hopes, beliefs, estimates, intentions or strategies regarding the future. The Company assumes no obligation to update any such forward-looking statements. In addition to those mentioned elsewhere in this section and the risk factors outlined in the Company's Prospectus dated June 28, 2004, such risks and uncertainties include the impact of competitive pressures in the marketplace, including the entry of new, web-based competitors and direct marketing efforts by the railroads, the degree and rate of market growth in the intermodal and highway transportation markets served by the Company, changes in rail and truck capacity, further consolidation of rail carriers, deterioration in relationships with existing rail carriers, rail service conditions, changes in governmental regulation, adverse weather conditions, fuel shortages, changes in the cost of services from rail, drayage and other vendors, the situation in the Middle East and fluctuations in interest rates.

Revenue and Transportation Costs

        During 2004, in connection with the field realignment, the Company revised its revenue classifications by transportation mode. Accordingly, the 2003 revenue amounts have been reclassified to conform to the current year presentation (in millions):

2003 Intermodal Truckload Logistics HGDS Total
           
Quarter Ended March 31     $ 228.0   $ 50.6   $ 35.2   15.5   $ 329.3  
Quarter Ended June 30    229.2    52.9    33.7    15.9    331.7  
Quarter Ended September 30    240.2    53.7    37.6    8.0    339.5  
Quarter Ended December 31    254.0    53.3    37.4    14.4    359.1  





             Total   $ 951.4   $ 210.5   $ 143.9   53.8   $ 1,359.6  





        Transit times have increased for certain rail vendors due to rail congestion caused primarily by increased volume. A decline in rail service could adversely affect the Company’s revenue for the remainder of 2004 and could increase the Company’s operating costs per load, which could negatively impact net income.

Interest Expense

        As a result of eliminating the $50,000,000 of debt, the Company will no longer be required to pay the related interest which historically has been approximately $1,100,000 per quarter.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        The Company is exposed to market risk related to changes in interest rates on its bank line of credit and term notes which may adversely affect its results of operations and financial condition. The Company seeks to minimize the risk from interest rate volatility through its regular operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments. The Company does not use financial instruments for trading purposes. No derivative financial instruments were in use during the six months ended June 30, 2004.

CONTROLS AND PROCEDURES

        As of June 30, 2004, an evaluation was carried out under the supervision and with the participation of the Company’s management, including our Chief Executive Office and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were effective as of June 30, 2004. No significant changes were made in our internal controls or in other factors that could significantly affect these controls subsequent to the date of this evaluation.


PART II. Other Information

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

               (e)          Note 8 of the Company’s Notes to Unaudited Condensed Consolidated Financial Statements is incorporated herein by reference.

Item 4.           Submission of Matters to a Vote of Security Holders
  The 2004 Annual Meeting of Stockholders of Hub Group, Inc. was held on May 13, 2004. At this meeting the following six directors were elected with the following votes: Phillip C. Yeager: 18,525,606 votes for and 1,355,624 votes withheld; David P. Yeager: 18,526,156 votes for and 1,355,074 votes withheld; Mark A. Yeager: 18,526,156 votes for and 1,355,099 votes withheld; Gary D. Eppen: 19,100,566 votes for and 780,664 votes withheld; Charles R. Reaves: 19,100,566 votes for and 780,664 votes withheld; Martin P. Slark: 19,100,616 votes for and 780,614 votes withheld.

  Also at this meeting, the Stockholders voted on a proposal to approve the Company’s Amended 2002 Long-Term Incentive Plan. This proposal was approved by the following votes: 15,643,015 votes for, 2,303,801 votes against, 88,502 votes withheld and 1,845,912 non-votes.

Item 6.           Exhibits and Reports on Form 8-K

               (a)        A list of exhibits included as part of this report is set forth in the Exhibit Index incorporated herein by reference.

               (b)        Reports on Form 8-K.

  The Company furnished a Report on April 28, 2004 reporting in Item 9 that it was attaching as an exhibit a press release containing operating results for the first quarter of 2004.

  The Company furnished a Report on June 18, 2004 reporting in Item 9 that it was attaching as an exhibit a press release containing information about an independent truck drivers strike in Northern California and projected second quarter earnings.

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

                                   HUB GROUP, INC.

DATE: July 23, 2004 /s/ Thomas M. White
Thomas M. White
Senior Vice President-Chief Financial
Officer and Treasurer
(Principal Financial Officer)

EXHIBIT INDEX

Exhibit No.           Description

31.1   Certification of David P. Yeager, Vice Chairman and Chief Executive Officer, Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

31.2   Certification of Thomas M. White, Senior Vice President-Chief Financial Officer and Treasurer, Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

32.1   Certification of David P. Yeager and Thomas M. White, Chief Executive Officer and Chief Financial Officer, respectively, Pursuant to 18 U.S.C. Section 1350.

Exhibit 31.1

CERTIFICATION

I, David P. Yeager, certify that:

1)  

I have reviewed this report on Form 10-Q of Hub Group, Inc.;


2)  

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3)  

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4)  

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15e and 15d-15e) for the registrant and we have:


a)  

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)  

(paragraph omitted pursuant to SEC release Nos. 33-8238 and 34-47986);


c)  

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)  

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;


5)  

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):


a)  

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


b)  

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: July 23, 2004
/s/ David P.Yeager
Name: David P. Yeager
Title:   Vice Chairman and
            Chief Executive Officer

Exhibit 31.2

CERTIFICATION

I, Thomas M. White, certify that:

1)  

I have reviewed this report on Form 10-Q of Hub Group, Inc.;


2)  

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3)  

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4)  

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15e and 15d-15e) for the registrant and we have:


a)  

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)  

(paragraph omitted pursuant to SEC release Nos. 33-8238 and 34-47986);


c)  

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)  

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;


5)  

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):


a)  

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


b)  

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: July 23, 2004
/s/ Thomas M. White
Name: Thomas M. White
Title:   Senior Vice President-
            Chief Financial Officer and Treasurer

Exhibit 32.1

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

        The following statement is provided by the undersigned to accompany the Quarterly Report on Form 10-Q for the quarter ended June 30, 2004 of Hub Group, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) and shall not be deemed filed pursuant to any provision of the Exchange Act of 1934 or any other securities law.

        Each of the undersigned certifies that the foregoing Report on Form 10-Q fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m) and that the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Hub Group, Inc.

/s/David P. Yeager /s/Thomas M. White
David P. Yeager Thomas M. White
Vice Chairman and Chief Executive Officer Senior Vice President- Chief Financial Officer
Hub Group, Inc. and Treasurer
Hub Group, Inc.