<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the period ended June 30, 1995
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 1-10006
Frozen Food Express Industries, Inc.
(Exact name of registrant as specified on its charter)
Texas 75-1301831
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1145 Empire Central Place Dallas, Texas 75247
(Address of principal (Zip Code)
executive offices)
(2l4) 630-8090
(Registrant's telephone number, including area code)
None
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (l) 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 filing requirements
for the past 90 days.
[X] Yes [_] No
As of August 8, 1995, 16,128,131 shares of the Registrant's Common Stock, $l.50
par value, were outstanding.
<PAGE>
INDEX
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION
Page No.
<S> <C> <C>
Item l. Financial Statements
Consolidated Condensed Balance Sheets -
June 30, 1995 and December 31, 1994 2
Consolidated Statements of Income -
Three and six months ended June 30, 1995 and 1994 3
Consolidated Condensed Statements of Cash Flows -
Six months ended June 30, 1995 and 1994 4
Notes to Consolidated Condensed Financial
Statements 5
Item 2. Management's Discussion and Analysis of 6
Financial Condition and Results of Operations
PART II - OTHER INFORMATION
Item 4. Submission of Matters to Vote of Security Holders 9
Item 6. Exhibits and Reports on Form 8-K 9
Exhibit 27.1 - Financial Data Schedule 10
</TABLE>
<PAGE>
FROZEN FOOD EXPRESS INDUSTRIES, INC. AND SUBSIDIARIES
Consolidated Condensed Balance Sheets
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
June 30, Dec. 31,
1995 1994
-------- --------
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 5,122 $ 4,381
Accounts receivable, net 39,018 36,643
Inventories 8,762 8,006
Tires 4,551 4,334
Other 5,043 3,692
-------- --------
Total current assets 62,496 57,056
-------- --------
Property and equipment
Revenue equipment 65,229 64,401
Other 34,319 32,439
-------- --------
99,548 96,840
Less depreciation 44,654 42,679
-------- --------
Net property and equipment 54,894 54,161
-------- --------
Other assets 10,162 5,619
-------- --------
$127,552 $116,836
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Trade accounts payable $ 12,779 $ 12,580
Accrued claims liabilities 7,483 7,712
Accrued payroll 4,269 5,006
Federal income tax payable 443 --
Other 7,517 6,135
-------- --------
Total current liabilities 32,491 31,433
Long-term debt 13,000 9,000
Other and deferred credits 11,988 12,115
-------- --------
Total liabilities and deferred credits 57,479 52,548
-------- --------
Shareholders' equity
Common stock 25,921 25,921
Paid-in capital 721 --
Retained earnings 48,143 43,513
-------- --------
74,785 69,434
Less - Treasury stock and receivable 4,712 5,146
from ESOP -------- --------
Total shareholders' equity 70,073 64,288
-------- --------
$127,552 $116,836
======== ========
</TABLE>
See accompanying notes.
<PAGE>
FROZEN FOOD EXPRESS INDUSTRIES, INC. AND SUBSIDIARIES
Consolidated Statements of Income
(In thousands, except per-share amounts)
(Unaudited)
<TABLE>
<CAPTION>
For the Three Months For the Six Months
Ended June 30, Ended June 30,
---------------------- --------------------
1995 1994 1995 1994
---------- ---------- --------- ---------
<S> <C> <C> <C> <C>
Revenue
Freight revenue $66,926 $64,706 $128,968 $121,258
Non-freight revenue 6,911 5,597 11,847 9,346
------- ------- -------- --------
73,837 70,303 140,815 130,604
------- ------- -------- --------
Operating Expenses
Freight operating expenses
Salaries, wages and related expenses 16,566 16,077 32,924 30,280
Purchased transportation 14,457 13,357 27,407 25,809
Supplies and expenses 17,968 17,213 35,218 32,755
Revenue equipment rent 4,457 4,085 8,710 7,496
Communications and utilities 760 832 1,657 1,589
Insurance and claims 3,329 3,287 6,591 6,382
Depreciation 2,640 2,499 5,332 4,977
Operating taxes and licenses 1,271 1,226 2,504 2,376
Gain on sale of equipment (305) (83) (468) (224)
Miscellaneous expense 585 587 1,202 1,173
------- ------- -------- --------
61,728 59,080 121,077 112,613
Non-freight costs and operating
expenses 6,043 5,237 10,699 9,071
------- ------- -------- --------
67,771 64,317 131,776 121,684
------- ------- -------- --------
Income from operations 6,066 5,986 9,039 8,920
Interest and other (600) (410) (980) (659)
------- ------- -------- --------
Income before income tax 5,466 5,576 8,059 8,261
Provision for income tax 1,657 1,789 2,464 2,729
------- ------- -------- --------
Net income $ 3,809 $ 3,787 $ 5,595 $ 5,532
======= ======= ======== ========
Net income per share of common stock
Primary and fully diluted $.23 $.23 $.34 $.34
======= ======= ======== ========
Weighted average fully diluted shares 16,489 16,436 16,484 16,416
======= ======= ======== ========
</TABLE>
See accompanying notes.
<PAGE>
FROZEN FOOD EXPRESS INDUSTRIES, INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Cash Flows
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
For the Six
Months Ended June 30,
-----------------------
1995 1994
----------- ----------
<S> <C> <C>
Net cash provided by operating
activities $ 5,645 $ 5,571
-------- --------
Cash flows from investing activities
Business dispositions
(acquisitions) 1,925 (937)
Expenditures for property and
equipment (6,959) (4,557)
Proceeds from sale of property and
equipment 889 4,715
Company owned life insurance (3,851) (1,719)
Other (620) 145
-------- --------
Net cash used in investing activities
(8,616) (2,353)
-------- --------
Cash flows from financing activities
Borrowings under revolving credit
agreement 26,000 12,000
Payments against revolving credit
agreement (22,000) (15,000)
Dividends paid (965) (756)
Net treasury stock activity 677 637
-------- --------
Net cash provided by (used in)
financing activities 3,712 (3,119)
-------- --------
Net increase in cash and cash
equivalents 741 99
Cash and cash equivalents at beginning
of year 4,381 3,834
-------- --------
Cash and cash equivalents at end of
quarter $ 5,122 $ 3,933
======== ========
</TABLE>
See accompanying notes.
<PAGE>
FROZEN FOOD EXPRESS INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements
June 30, 1995 and 1994
(Unaudited)
1. BASIS OF PRESENTATION
The consolidated condensed financial statements include Frozen Food Express
Industries, Inc. (FFEX) and its subsidiary companies (the company), all of which
are wholly owned. All significant intercompany accounts and transactions have
been eliminated in consolidation. The condensed financial statements included
herein have been prepared pursuant to the rules and regulations of the
Securities and Exchange Commission (SEC) and have not been audited or reviewed
by independent public accountants. In the opinion of management, all
adjustments (which consisted only of normal recurring accruals) necessary to
present fairly the financial position and results of operations have been made.
Pursuant to SEC rules and regulations, certain information and disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted from these
statements unless significant changes have taken place since the end of the most
recent fiscal year. FFEX believes that the disclosures contained herein, when
read in conjunction with the financial statements and notes included, or
incorporated by reference, in FFEX's Form 10-K filed with the SEC on March 29,
1995, are adequate to make the information presented not misleading. It is
suggested, therefore, that these statements be read in conjunction with the
statements and notes (included, or incorporated by reference), in the
aforementioned report on Form 10-K.
2. FINANCING AND INVESTING ACTIVITIES NOT AFFECTING CASH
During the six months ended June 30, 1995 and 1994, the company funded
contributions to its Employee Savings Plan by transferring 40,975 and 47,086
shares, respectively, of treasury stock to the Plan trustee. The fair market
value of the transferred shares was approximately $484,000 for 1995 and
approximately $604,000 for 1994.
3. SHAREHOLDERS' EQUITY
As of June 30, 1995 and 1994, respectively, there were 16,103,001 and 12,666,684
shares of stock outstanding.
4. COMMITMENTS AND CONTINGENCIES
The company has accrued for costs related to public liability and work-related
injury claims, some of which involve litigation. The aggregate amount of these
claims is significant. In the opinion of management, these actions can be
successfully defended or resolved, and any additional costs incurred over
amounts accrued will not have a material adverse effect on the company's
financial position or results of operations.
5. NET INCOME PER SHARE
For 1994, net income per share and weighted shares outstanding have been
restated to give effect to a 5-for-4 stock split effected in the form of a 25%
stock dividend paid during March, 1995.
6. PRIOR PERIOD AMOUNTS
Certain prior period amounts have been reclassified to conform with current year
presentation.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The table sets forth, as a percentage of freight revenue, certain major
operating expenses for the three- and six-month periods ended June 30, 1995 and
1994.
<TABLE>
<CAPTION>
Three Months Six Months
Ended June 30, Ended June 30,
---------------- ----------------
1995 1994 1995 1994
------- ------- ------- -------
<S> <C> <C> <C> <C>
Salaries, wages and related expense 24.8% 24.8% 25.5% 25.0%
Purchased transportation 21.6 20.6 21.3 21.3
Supplies and expenses 26.8 26.6 27.3 27.0
Revenue equipment rent 6.7 6.3 6.8 6.2
Insurance and claims 5.0 5.1 5.1 5.3
Depreciation 3.9 3.8 4.1 4.1
Other 3.4 4.0 3.8 4.0
---- ---- ---- ----
Total freight operating expenses 92.2% 91.9% 93.9% 92.9%
==== ==== ==== ====
</TABLE>
SECOND QUARTER OF 1995 VS. 1994
During the second quarter of 1995, revenue increased by 5% to $73,837,000 with
freight revenue up $2.2 million or 3.4% and non-freight revenue up $1.3 million
or about 23%. Less-than-truckload (LTL) revenue was 1.8% lower while full-
truckload revenue increased by 6.1% as compared to the same quarter of 1994.
Full-truckload activities accounted for 68% and 66% of freight revenue during
the second quarter of 1995 and 1994, respectively.
The decrease in LTL revenue resulted primarily from a decrease in the number of
shipments transported. During the second quarter of 1994, LTL revenue was 8%
higher than in the comparable quarter of 1993. That increase was in part due to
a 24-day strike which affected unionized haulers of less-than-truckload freight,
which created a temporary increase in demand for the company's services. The
absence of such an increase in demand during the 1995 quarter, coupled with
general softness in the perishable commodity transportation industry resulted in
decreased LTL shipments during 1995 as compared to 1994.
The increase in full-truckload revenue resulted primarily from a 6.9% increase
in the number of shipments transported.
The number of tractors in the fleet of company-operated, full-truckload
equipment rose from approximately 1,000 at the beginning of 1995 to about 1,045
by the end of the quarter, while the number of full-truckload tractors provided
by owner-operators increased by about 90 units.
Full-truckload activities, which contributed 68% and 66% of freight revenue
during the second quarters of 1995 and 1994, respectively, are conducted
primarily with company-operated equipment, while LTL activities are conducted
primarily with equipment provided by owner-operators. This increase in the
percentage of freight revenue derived from full-truckload shipments impacted the
percent of freight revenue absorbed by the various categories of operating
expenses between the two quarters.
<PAGE>
During 1994, the company expanded transportation services for customers shipping
products to and from Mexico and Canada. Approximately 6% of 1994's freight
revenue was derived from international activities. During 1995, efforts to
continue expanding international services have been negatively affected by the
devaluation of the Mexican peso. Accordingly, the percentage of revenue derived
from international activities has not changed appreciably during 1995.
As of June 30,1995, approximately 27% of the full-truckload fleet consisted of
tractors provided by owner-operators as compared to 22% at January 1, 1995, June
30, 1994 and January 1, 1994. This increased participation by the owner-
operator fleet has also affected the mix of operating expenses as a percent of
freight revenue.
Purchased transportation, which consists primarily of payments to owner-
operators, increased from 20.6% of freight revenue for the second quarter of
1994 to 21.6% for 1995. This increase is primarily related to the less rapid
expansion of the company-operated, full-truckload fleet.
Revenue equipment rent, which is primarily related to the company-operated,
full-truckload fleet, rose from 6.3% to 6.7% of freight revenue while
depreciation expense was unchanged at 3.9% of freight revenue. The change
resulted primarily from the addition of new leased trailers.
Operating income increased from $5,986,000 to $6,066,000 between the two
quarters.
Interest and other expense rose from $410,000 to $600,000 between the two
quarters. Due to substantially lower borrowings under the company's line of
credit, interest expense associated with bank debt was significantly less during
the 1995 quarter. This reduction was more than offset by net expenses
associated with the implementation during the 1994 second quarter of a company-
owned life insurance ("COLI") program.
The provision for income tax was 30.3% of pre-tax income for the second quarter
of 1995, as compared to 32.1% for 1994. This reduced effective income tax rate
is primarily attributable to permanent tax savings resulting from the COLI
program. The amount of the tax reduction exceeds the aforementioned net COLI
expenses included in interest and other expenses.
FIRST HALF 1995 VS. 1994
For the six months ended June 30,1995, revenue and income from operations
increased by 7.8% and 1.3%, respectively. Of the $10,211,000 increase in total
revenue, revenue generated by the company-operated, full-truckload fleet
increased by $5,341,000, and full-truckload revenue generated by owner-operator
provided equipment rose by $1,917,000, or 10.5%. LTL revenue increased by
$452,000 and non-freight revenue increased by $2,501,000.
Insurance and claims expense, as a percentage of freight revenue, was 5.1%
during the first half of 1995 as compared to 5.3% during the first half of 1994.
Partially because the company carries significant deductibles under its policies
of liability insurance, premiums paid to insurance companies do not
significantly contribute to overall insurance costs. Claims against the company
for over-the-road accidents are the primary component of insurance and claims
expense and these expenses tend to vary in relation to miles traveled.
The provision for income tax decreased from 33.0% of 1994's first-half pre-tax
income to 30.6% for 1995 (see above discussion of the second quarter effective
tax rate). First half 1995 net income rose by 1.1% to $5,595,000.
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
The company continues to maintain a strong financial structure with a good
working capital position and strong capital resources. At June 30, 1995,
working capital was $30 million as compared to $25.6 million at December 31,
1994.
During the first half of 1995, net cash provided by operating activities was
$5,645,000, as compared to cash provided by operating activities of $5,571,000
in the same period of 1994. The increased generation of cash was related
primarily to improved collections of accounts receivable and decreased federal
income tax payments.
As of June 30, 1995, the unused portion of the company's $50,000,000 revolving
credit facility totaled approximately $28,000,000. This availability was
approximately $32,000,000 at December 31, 1994.
<PAGE>
PART II - OTHER INFORMATION
Item 4. Submission of Matters to Vote of Security Holders
The Annual Meeting of Shareholders of the company was held on April 27, 1995.
At the meeting, the following persons were elected as directors of the company:
Stoney M. Stubbs, Jr. T. Michael O'Connor
Brian R. Blackmarr Edgar O. Weller
Leroy Hallman Charles G. Robertson
W. Grogan Lord Burl G. Cott
The above listed individuals comprise all directors of the company.
Also voted on at the meeting was a proposal to approve the company's 1995 Non-
Employee Director Stock Option Plan (12,400,869 shares voted for and 735,221
shares voted against).
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27.1 Financial Data Schedule
(b) No reports on Form 8-K were filed during the quarter ended
June 30, 1995.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of l934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
FROZEN FOOD EXPRESS INDUSTRIES, INC.
------------------------------------
(Registrant)
August 14, 1995 By: /s/Stoney M. Stubbs, Jr.
------------------------
Stoney M. Stubbs, Jr.
Chairman of the Board
August 14, 1995 By: /s/Burl G. Cott
-------------------------
Burl G. Cott
Senior Vice President
Principal Financial and Accounting Officer
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS OF FROZEN FOOD EXPRESS INDUSTRIES, INC. AND
SUBSIDIARIES AS OF JUNE 30, 1995, AND THE CONSOLIDATED STATEMENTS OF INCOME AND
CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 1995, AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> JUN-30-1995
<CASH> 5,122
<SECURITIES> 0
<RECEIVABLES> 40,548
<ALLOWANCES> 1,530
<INVENTORY> 8,762
<CURRENT-ASSETS> 62,496
<PP&E> 99,548
<DEPRECIATION> 44,654
<TOTAL-ASSETS> 127,552
<CURRENT-LIABILITIES> 32,491
<BONDS> 13,000
<COMMON> 25,921
0
0
<OTHER-SE> 101,631
<TOTAL-LIABILITY-AND-EQUITY> 127,552
<SALES> 11,847
<TOTAL-REVENUES> 140,815
<CGS> 0
<TOTAL-COSTS> 131,776
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 1,134
<INTEREST-EXPENSE> (980)
<INCOME-PRETAX> 8,059
<INCOME-TAX> 2,464
<INCOME-CONTINUING> 5,595
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,595
<EPS-PRIMARY> .23
<EPS-DILUTED> .23
</TABLE>
