<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): January 27, 1997
EAGLE USA AIRFREIGHT, INC.
(Exact name of registrant as specified in its charter)
Texas 0-27288 76-0094895
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
3214 Lodestar
Houston, Texas 77032
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (281) 821-0300
Page 1
<PAGE> 2
ITEM 5. OTHER EVENTS.
On January 27, 1997, Eagle USA Airfreight, Inc. (the "Company")
issued a press release (the "Press Release") containing its earnings report for
the quarter ended December 31, 1996. The Press Release is included as an
exhibit to this Report and is incorporated herein by reference.
Disclosure Regarding Forward Looking Statements. This Report
contains "forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. All statements other than statements of historical
fact included in this Report are forward-looking statements, including, without
limitation, the statements by James R. Crane in the Press Release regarding
significant business opportunities within the domestic freight forwarding
business, the provision of high quality customized transportation services and
the growing network of Company terminals. Such statements involve risks and
uncertainties, including, but not limited to, those relating to the Company's
dependence on its ability to attract and retain skilled managers and other
personnel; the intense competition within the freight industry; the uncertainty
of the Company's ability to manage and continue its growth and implement its
business strategy; the Company's dependence on the availability of cargo space
to serve its customers; the potential for liabilities if certain independent
owner/operators that serve the Company are determined to be employees; effects
of regulation; results of litigation; the Company's vulnerability to general
economic conditions and dependence on its principal customers; the control by
the Company's principal shareholder; the Company's potential exposure to claims
involving its local pick-up and delivery operations; the Company's future
financial and operating results, cash needs and demand for its services; and
the Company's ability to maintain and comply with permits and licenses; as well
as other factors detailed in the Company's filings with the Securities and
Exchange Commission. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual outcomes
may vary materially from those indicated.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibit is filed herewith:
99 Press release dated January 27, 1997 relating to earnings for the
quarter ended December 31, 1996.
Page 2
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
EAGLE USA AIRFREIGHT, INC.
By: /s/ DOUGLAS A. SECKEL
-----------------------------------
Douglas A. Seckel
Chief Financial Officer, Secretary
and Treasurer
Date: February 6, 1997
Page 3
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
99 Press release dated January 27, 1997 relating to earnings for the
quarter ended December 31, 1996.
</TABLE>
<PAGE> 1
EXHIBIT 99
[Eagle USA Letterhead]
FOR IMMEDIATE RELEASE COMPANY CONTACT: DOUGLAS SECKEL
CHIEF FINANCIAL OFFICER
(281) 442-1188
EAGLE USA AIRFREIGHT FIRST QUARTER REVENUES UP 66%
FIRST QUARTER NET INCOME UP 78%
HOUSTON, TX., Jan. 27, 1997 --- Eagle USA Airfreight, Inc. (NASDAQ/NMS:EUSA)
announced revenue and earnings for the first quarter ended December 31, 1996.
Eagle USA Airfreight, Inc. today reported first quarter fiscal 1997 net income
of $4.5 million or a 78% increase over first quarter fiscal 1996. Earnings per
share for the first quarter fiscal 1997 were $.24, a 50% increase over first
quarter fiscal 1996 even with the 14% increase in average shares outstanding as
a result of the initial public offering during fiscal year 1996.
Revenues for the first quarter of fiscal 1997 increased 66% to $67.6 million
compared with $40.7 million for the corresponding period in fiscal 1996.
Operating income for the first quarter of fiscal 1997 increased 69% to $7.2
million compared to $4.3 million for the corresponding period in fiscal 1996.
James R. Crane, Chairman and Chief Executive Officer, said, "We continue to see
significant business opportunities within the domestic freight forwarding
business as we provide high quality customized transportation services through
our growing network of company terminals."
(MORE)
<PAGE> 2
EAGLE USA AIRFREIGHT, INC.
CONSOLIDATED STATEMENT OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
DECEMBER 31,
1996 1995
------- -------
<S> <C> <C>
Revenues $67,586 $40,698
Cost of Transportation 38,071 23,129
------- -------
29,515 17,569
Operating Expenses
Personnel Costs 14,288 8,627
Other Selling, General & Admin. Costs 8,029 4,683
------- -------
Total Operating Expenses 22,317 13,310
Operating Income 7,198 4,259
Other Income (Expense), Net 273 32
------- -------
Income before Income Taxes 7,471 4,291
Provision for Income Taxes (a) 2,957 1,748
------- -------
Net Income $ 4,514 $ 2,543
======= =======
Weighted Avg. Common
Shares Outstanding (b) 18,468 16,148
Earnings per share (b) $ 0.24 $ 0.15
</TABLE>
(a) Eagle USA Airfreight was an S Corporation for federal tax purposes prior
to the closing of the initial public offering on December 6, 1995. The
provision for income taxes for the period ended December 31, 1995
includes a pro forma charge of $945 which represents the estimated
federal taxes that would have been reported had Eagle USA been a C
Corporation prior to December 6, 1995.
(b) On July 8, 1996, the Board of Directors authorized a two-for-one stock
split, effected in the form of a stock dividend, payable August 1, 1996
to shareholders of record on July 24, 1996. All references to number of
shares outstanding and related per share amounts have been restated to
reflect the stock split. The stock split resulted in the issuance of
8,673 new shares of common stock.
Eagle USA is a leading provider of airfreight forwarding and other
transportation and logistics services. Eagle USA's Internet address is
www.eagleusa.com.
# # #