<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 September 30, 1996
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.
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(Exact name of registrant as specified on its charter)
Texas 75-1301831
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1145 Empire Central Place Dallas, Texas 75247-4309
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(Address of principal executive offices) (Zip Code)
(2l4) 630-8090
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(Registrant's telephone number, including area code)
None
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(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 November 5, 1996, 16,544,047 shares of the Registrant's Common Stock,
$1.50 par value, were outstanding.
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INDEX
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PART I - FINANCIAL INFORMATION
Page No.
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Item l. Financial Statements
Consolidated Condensed Balance Sheets -
September 30, 1996 and December 31, 1995 2
Consolidated Statements of Income -
Three and nine months ended September 30, 1996 and 1995 3
Consolidated Condensed Statements of Cash Flows -
Nine months ended September 30, 1996 and 1995 4
Notes to Consolidated Condensed Financial Statements 5
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 6
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 9
Exhibit 27.1 - Financial Data Schedule 11
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FROZEN FOOD EXPRESS INDUSTRIES, INC. AND SUBSIDIARIES
Consolidated Condensed Balance Sheets
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Sept. 30, Dec. 31,
1996 1995
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<S> <C> <C>
ASSETS
Current assets
Cash $ 2,776 $ 7,480
Accounts receivable, net 43,929 37,093
Inventories 9,403 8,221
Tires 5,737 5,217
Other current assets 8,255 3,636
------- -------
Total current assets 70,100 61,647
Property and equipment, net 50,571 52,430
Other assets 13,563 9,585
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$134,234 $123,662
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Trade accounts payable $ 20,139 $ 17,529
Accrued claims liabilities 7,692 8,401
Accrued payroll 6,465 4,679
Other 7,682 6,014
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Total current liabilities 41,978 36,623
Long-term debt _ _
Other and deferred credits 10,946 12,018
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Total liabilities and deferred credits 52,924 48,641
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Shareholders' equity
Common stock 25,921 25,921
Paid-in capital 2,786 1,992
Retained earnings 55,909 50,830
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84,616 78,743
Less - Treasury stock 3,306 3,722
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Total shareholders' equity 81,310 75,021
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$134,234 123,662
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</TABLE>
See accompanying notes.
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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 Nine Months
Ended September 30, Ended September 30,
-------------------- -------------------
1996 1995 1996 1995
------- ------- -------- -------
<S> <C> <C> <C> <C>
Revenue
Freight revenue $74,802 $68,646 $215,273 $197,614
Non-freight revenue 6,022 7,132 19,133 18,979
------ ------ ------- -------
80,824 75,778 234,406 216,593
------ ------ ------- -------
Costs and Expenses
Freight operating expenses
Salaries, wages and related expenses 18,150 17,346 53,650 50,270
Purchased transportation 18,212 15,364 51,739 42,771
Supplies and expenses 20,425 19,315 58,990 54,533
Revenue equipment rent 5,391 3,647 15,584 12,357
Communications and utilities 946 935 2,730 2,592
Insurance and claims 3,480 4,622 9,818 11,213
Depreciation 2,446 2,671 7,186 8,003
Operating taxes and licenses 1,198 1,252 3,756 3,756
Gain on sale of equipment (283) (191) (768) (659)
Miscellaneous expense 707 620 2,063 1,822
------ ------ ------- -------
70,672 65,581 204,748 186,658
Non-freight costs and operating expenses 5,839 6,614 18,431 17,313
------ ------ ------- -------
76,511 72,195 223,179 203,971
------ ------ ------- -------
Income from operations 4,313 3,583 11,227 12,622
Interest and other expense (928) (634) (2,431) (1,614)
------ ------ ------- -------
Income before income tax 3,385 2,949 8,796 11,008
Provision for income tax 931 847 2,238 3,311
------ ------ ------- -------
Net income $ 2,454 $ 2,102 $ 6,558 $ 7,697
====== ====== ======= =======
Net income per share of common stock
Primary and fully diluted $ .15 $ .13 $ .39 $ .47
====== ====== ======= =======
Weighted average fully diluted shares 16,892 16,538 16,803 16,494
====== ====== ======= =======
</TABLE>
See accompanying notes.
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FROZEN FOOD EXPRESS INDUSTRIES, INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Cash Flows
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
For the Nine
Months Ended Sept. 30,
----------------------
1996 1995
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<C> <C>
Net cash provided by operating activities $ 7,685 $ 12,548
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Cash flows from investing activities
Business dispositions 375 2,050
Expenditures for property and equipment (8,867) (9,328)
Proceeds from sale of property and equipment 3,234 1,735
Company owned life insurance and other (6,192) (4,240)
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Net cash used in investing activities (11,450) (9,783)
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Cash flows from financing activities
Borrowings under revolving credit agreement 25,000 29,000
Payments against revolving credit agreement (25,000) (32,000)
Dividends paid (1,479) (1,449)
Net treasury stock activity 540 894
------- -------
Net cash used in financing activities (939) (3,555)
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Net decrease in cash and cash equivalents (4,704) (790)
Cash and cash equivalents at beginning of year 7,480 4,381
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Cash and cash equivalents at end of quarter $ 2,776 $ 3,591
======= =======
</TABLE>
See accompanying notes.
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FROZEN FOOD EXPRESS INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements
September 30, 1996 and 1995
(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, 1996, 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 nine months ended September 30, 1996 and 1995, the company
funded contributions to its Employee Savings Plan and one of its Employee
Stock Ownership Plans and Trusts by transferring 110,930 and 131,471
shares, respectively, of treasury stock to the Plan trustee. The fair
market value of the transferred shares was approximately $1,157,000 for
1996 and approximately $1,406,455 for 1995.
3. SHAREHOLDERS' EQUITY
As of September 30, 1996 and 1995, respectively, there were 16,516,257 and
16,229,347 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.
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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 nine-month periods ended September
30, 1996 and 1995.
<TABLE>
<CAPTION>
Three Months Nine months
Ended Sept. 30, Ended Sept. 30,
--------------- ---------------
1996 1995 1996 1995
----- ----- ----- -----
<S> <C> <C> <C> <C>
Salaries, wages and related expence 24.3% 25.3% 24.9% 25.4%
Purchased transportation 24.3 22.4 24.0 21.6
Supplies and expenses 27.3 28.1 27.4 27.6
Revenue equipment rent 7.2 5.3 7.2 6.3
Insurance and claims 4.7 6.7 4.6 5.7
Depreciation 3.3 3.9 3.3 4.0
Other 3.4 3.8 3.7 3.9
---- ---- ---- ----
Total freight operating expenses 94.5% 95.5% 95.1% 94.5%
==== ==== ==== ====
</TABLE>
THIRD QUARTER OF 1996 VS. 1995
During the third quarter of 1996, revenue increased by 6.6% to $80,824,000
with freight revenue up $6.2 million or 9% and non-freight revenue down
$1.1 million or 15.6%. Less-than-truckload (LTL) revenue was 7.3% higher
while full-truckload revenue increased by 9.5% as compared to the same
quarter of 1995.
An increased number of shipments transported and the inclusion of fuel
adjustment charges combined to increase LTL revenue while the increase in
full-truckload revenue resulted primarily from a 12% increase in the number
of shipments transported and the addition of fuel adjustment charges,
partially offset by a decline of about 2% in average length of haul.
During the third quarter of 1996 available trucking capacity exceeded the
demand for motor carrier transportation services. This industry-wide
oversupply of trucks decreased equipment utilization and productivity and
placed downward pressure on full-truckload freight rates. In addition, a
rise in diesel fuel prices which began in the 1996 first quarter increased
the company's per-mile fuel costs by about 10% over 1995's third quarter.
The higher fuel costs, which were only partially recovered through fuel
adjustment charges, and the oversupply of trucks were the primary factors
which impacted operating results during the 1996 third quarter. Only about
half of the increase in fuel prices were recovered by the fuel adjustment
charges.
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The number of tractors in the fleet of company-operated, full-truckload
equipment rose from approximately 1,100 at the end of 1995's third quarter
to about 1,150 by the end of the 1996 third quarter, while the number of
full-truckload tractors provided by owner-operators increased by about 55
units to about 445.
Full-truckload activities, which contributed 67.1% and 66.6% of freight
revenue during the third quarters of 1996 and 1995, 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, as well as the change in mix of company-operated versus owner-
operator-provided equipment, impacted the percent of freight revenue
absorbed by the various categories of operating expenses between the two
quarters.
During the third quarters of 1996 and 1995, the percentage of freight
revenue absorbed by salaries, wages and related expenses was 24.3% and
25.3%, respectively while the portion of freight revenue absorbed by
purchased transportation, which consists principally of payments to owner-
operators, rose from 22.4% in 1995 to 24.3% in 1996. These changes
resulted primarily from more rapid growth in the quantity of tractors
provided by owner-operators as compared to the rate of growth in the
company-operated, full-truckload fleet. Increased use of intermodal
transportation and one-way trippers also contributed to the increased
percent of freight revenue absorbed by purchased transportation.
Insurance and claims expense, as a percentage of freight revenue, was 4.7%
during the third quarter of 1996 as compared to 6.7% during the third
quarter of 1995. 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.
Revenue equipment rent, which is primarily related to the company-operated
full-truckload fleet, rose from 5.3% to 7.2% of freight revenue while
depreciation expense declined from 3.9% to 3.3% of freight revenue. These
changes resulted primarily from the replacement of owned tractors and
trailers with new equipment financed with operating leases.
Interest and other expense rose from $634,000 to $928,000 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 1996 quarter. This reduction was more than offset by net
expenses associated with a company-owned life insurance (COLI) program.
The provision for income tax was 27.5% of pre-tax income for the third
quarter of 1996, as compared to 28.7% for 1995. This reduced effective
income tax rate is primarily attributable to the increased level of non-
taxable book income from the COLI program. Offsetting this non-taxable
income are interest costs associated with the COLI program. The
combination of non-taxable COLI income and tax-deductible COLI interest
expense has, since 1994, negatively impacted pre-tax income. The effect
has been to reduce income tax expense through the deductibility of COLI
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interest costs. In years prior to 1996, the tax savings have more than
offset net pre-tax expense, resulting in increased net income. During
1996, the President signed legislation which, effective January 1, 1996,
limits the deductibility of COLI-related interest. The adverse effect on
1996 is minimal. The effect on years after 1996 could be significant if
the present COLI program is continued into those years. In light of these
developments, management is currently exploring options available to
discontinue the COLI program.
FIRST THREE QUARTERS 1996 VS. 1995
For the nine months ended September 30, 1996, revenue increased by 8.2%
while income from operations fell by 11.1%. Of the $17,813,000 increase in
total revenue, revenue generated by the company-operated, full-truckload
fleet increased by $3,287,000 or 3.3%, and full-truckload revenue generated
by owner-operator provided equipment rose by $10,187,000, or 32.6%. LTL
revenue increased by $4,185,000 and non-freight revenue increased by
$154,000.
Supplies and expenses, which include the cost of fuel consumed by the
company-operated fleet fell to 27.5% of freight revenue during the first
three quarters of 1996 as compared to 27.6% during 1995's first three
quarters. During early 1996, fuel prices rose rapidly and have not
appreciably relented. During the first three quarters of 1996, the
company's per-mile fuel cost was about 11% above that of the first three
quarters of 1995. The effect of the fuel price increase was mitigated in
part by the more rapid increase in the fleet of tractors provided by owner-
operators, who directly incur the cost of fuel consumed by their tractors
and in part by fuel adjustment charges which were added to the company's
freight rates during a portion of the year.
The provision for income tax decreased from 30.1% of 1995's first three
quarters' pre-tax income to 25.4% for 1996 (see above discussion of the
third quarter effective tax rate). First three quarters' 1996 net income
fell by 14.8% to $6,558,000.
LIQUIDITY AND CAPITAL RESOURCES
The company continues to maintain a strong financial structure with a good
working capital position and strong capital resources. At September 30,
1996, working capital was $28.1 million as compared to $25.0 million at
December 31, 1995.
During the first three quarters of 1996, net cash provided by operating
activities was $7,685,000, as compared to cash provided by operating
activities of $12,548,000 in the same period of 1995. The decreased
generation of cash was related primarily to increased working capital
requirements.
As of September 30, 1996, the unused portion of the company's $50,000,000
revolving credit facility totaled approximately $45,000,000. This
availability was approximately $43,000,000 at December 31, 1995.
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PART II - OTHER INFORMATION
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
September 30, 1996.
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<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)
November 13, 1996 By: /s/Stoney M. Stubbs, Jr.
------------------------------------------
Stoney M. Stubbs, Jr.
Chairman of the Board
November 13, 1996 By: /s/Burl G. Cott
------------------------------------------
Burl G. Cott
Senior Vice President
Principal Financial and Accounting Officer
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<TABLE> <S> <C>
<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 SEPTEMBER 30, 1996, AND THE CONSOLIDATED STATEMENTS OF INCOME
AND CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996, AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 2,776
<SECURITIES> 0
<RECEIVABLES> 46,016
<ALLOWANCES> 2,087
<INVENTORY> 9,403
<CURRENT-ASSETS> 70,100
<PP&E> 96,463
<DEPRECIATION> 45,892
<TOTAL-ASSETS> 134,234
<CURRENT-LIABILITIES> 41,978
<BONDS> 0
0
0
<COMMON> 25,921
<OTHER-SE> 55,389
<TOTAL-LIABILITY-AND-EQUITY> 134,234
<SALES> 19,133
<TOTAL-REVENUES> 234,406
<CGS> 0
<TOTAL-COSTS> 223,179
<OTHER-EXPENSES> 2,431
<LOSS-PROVISION> 1,218
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 8,796
<INCOME-TAX> 2,238
<INCOME-CONTINUING> 6,558
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,558
<EPS-PRIMARY> .39
<EPS-DILUTED> .39
</TABLE>
