<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, 2000
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)
(214) 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 August 7, 2000, 16,316,000 shares of the Registrant's Common Stock, $1.50
par value, were outstanding.
<PAGE>
INDEX
PART I - FINANCIAL INFORMATION
Page No.
--------
Item l. Financial Statements
Consolidated Condensed Balance Sheets -
June 30, 2000 and December 31, 1999 2
Consolidated Statements of Income -
Three and six months ended June 30, 2000 and 1999 3
Consolidated Condensed Statements of Cash Flows -
Six months ended June 30, 2000 and 1999 4
Notes to Consolidated Condensed Financial Statements 5
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
PART II - OTHER INFORMATION
Item 4. Submission of Matters to Vote of Security Holders 10
Item 6. Exhibits and Reports on Form 8-K 11
Exhibit 27.1 - Financial Data Schedule 13
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FROZEN FOOD EXPRESS INDUSTRIES, INC. AND SUBSIDIARIES
Consolidated Condensed Balance Sheets
(In thousands)
(Unaudited)
June 30, Dec. 31,
2000 1999
-------- --------
ASSETS
Current assets
Cash $ 4,077 $ 1,613
Accounts receivable, net 47,361 52,312
Inventories 20,554 17,719
Tires 4,622 5,036
Other current assets 6,512 4,267
-------- --------
Total current assets 83,126 80,947
Property and equipment, net 67,200 73,640
Other assets 17,841 15,496
-------- --------
$168,167 $170,083
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable $ 24,109 $ 24,797
Accrued claims 5,750 6,631
Accrued payroll 6,263 5,890
Short-term debt -- 26,500
Other 4,773 5,075
-------- --------
Total current liabilities 40,895 68,893
Long-term debt 24,000 --
Deferred federal income tax 2,754 2,795
Other and deferred credits 17,250 15,274
-------- --------
Total liabilities and deferred credits 84,899 86,962
-------- --------
Shareholders' equity
Common stock 25,921 25,921
Paid-in capital 4,903 5,056
Retained earnings 59,589 59,399
-------- --------
90,413 90,376
Less - Treasury stock 7,145 7,255
-------- --------
Total shareholders' equity 83,268 83,121
-------- --------
$168,167 $170,083
======== ========
See accompanying notes.
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<TABLE>
FROZEN FOOD EXPRESS INDUSTRIES, INC. AND SUBSIDIARIES
Consolidated Statements of Income
(In thousands, except per-share amounts)
(Unaudited)
<CAPTION>
For the Three Months For the Six Months
Ended June 30, Ended June 30,
------------------------ ------------------------
2000 1999 2000 1999
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Revenue
Freight revenue $ 81,033 $ 78,843 $ 157,924 $ 152,667
Non-freight revenue 18,966 17,975 34,491 32,408
---------- ---------- ---------- ----------
99,999 96,818 192,415 185,075
---------- ---------- ---------- ----------
Costs and expenses
Freight operating expenses
Salaries, wages & related expenses 21,856 21,656 42,901 42,295
Purchased transportation 20,011 17,369 38,070 33,686
Supplies and expenses 22,653 21,756 44,259 41,273
Revenue equipment rent 6,328 6,419 12,581 12,889
Depreciation 2,888 2,918 5,895 5,614
Communications and utilities 1,183 816 2,355 1,732
Claims and insurance 3,841 4,401 7,220 7,463
Operating taxes and licenses 1,358 1,180 2,766 2,546
Gain on sale of equipment (705) (450) (1,020) (711)
Miscellaneous expense 570 915 1,824 1,740
---------- ---------- ---------- ----------
79,983 76,980 156,851 148,527
Non-freight costs & operating expenses 18,112 17,262 33,402 31,537
---------- ---------- ---------- ----------
98,095 94,242 190,253 180,064
---------- ---------- ---------- ----------
Income from operations 1,904 2,576 2,162 5,011
Interest and other expense, net 745 485 1,869 916
---------- ---------- ---------- ----------
Income before income tax 1,159 2,091 293 4,095
Provision for income tax 406 774 103 1,515
---------- ---------- ---------- ----------
Net income $ 753 $ 1,317 $ 190 $ 2,580
========== ========== ========== ==========
Net income per share of common stock
Basic $ .05 $ .08 $ .01 $ .16
========== ========== ========== ==========
Diluted $ .05 $ .08 $ .01 $ .16
========== ========== ========== ==========
Weighted average shares outstanding
Basic 16,321 16,334 16,320 16,386
========== ========== ========== ==========
Diluted 16,372 16,463 16,354 16,537
========== ========== ========== ==========
See accompanying notes.
</TABLE>
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<PAGE>
FROZEN FOOD EXPRESS INDUSTRIES, INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Cash Flows
(In thousands)
(Unaudited)
For the Six
Months Ended June 30,
2000 1999
--------- ---------
Net cash provided by(used in)operating activities $ 7,450 $(16,614)
--------- ---------
Cash flows from investing activities
Expenditures for property and equipment (3,908) (22,325)
Proceeds from sale of property and equipment 4,640 7,532
Company owned life insurance and other (3,175) (2,621)
--------- ---------
Net cash used in investing activities (2,443) (17,414)
--------- ---------
Cash flows from financing activities
Borrowings under revolving credit agreement 17,000 37,000
Payments against revolving credit agreement (19,500) (2,000)
Dividends paid -- (985)
Net treasury stock activity (43) (1,575)
--------- ---------
Net cash (used in) provided by financing activities (2,543) 32,440
--------- ---------
Net increase (decrease) in cash and cash equivalents 2,464 (1,588)
Cash and cash equivalents at January 1 1,613 6,023
--------- ---------
Cash and cash equivalents at June 30 $ 4,077 $ 4,435
========= =========
See accompanying notes.
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FROZEN FOOD EXPRESS INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements
June 30, 2000 and 1999
(Unaudited)
1. BASIS OF PRESENTATION
---------------------
The consolidated 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 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 28, 2000, 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. SHAREHOLDERS' EQUITY
--------------------
As of June 30, 2000 and December 31, 1999, respectively, there were 16,321,000
shares of stock outstanding.
3. 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, cash flows or results of operations.
4. EARNINGS PER SHARE
------------------
Common stock equivalents included in diluted weighted average shares, all of
which result from dilutive stock options granted by the company, were as
follows:
2000 1999
---- ----
For the three months ended June 30 51,000 129,000
For the six months ended June 30 34,000 151,000
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5. OPERATING SEGMENTS
------------------
The company's operations consist of two reportable segments. The freight segment
is engaged primarily in the motor carrier freight transportation business. The
smaller segment is primarily engaged in non-freight business relating to the
sale and service of refrigeration equipment and of trailers used in freight
transportation.
Financial information for each reportable segment for the six-month periods
ended June 30, 2000 and 1999 is as follows (in millions):
2000 1999
---- ----
Freight Operations
Total Revenue $157.9 $152.7
Operating Income 1.1 4.1
Total Assets 158.8 171.4
Non-Freight Operations
Total Revenue $ 38.3 $ 39.2
Operating Income 1.1 0.9
Total Assets 38.4 38.8
Intercompany Eliminations
Revenue $ (0.8) $ (6.8)
Operating Income - -
Assets (29.0) (23.7)
Consolidated
Revenue $195.4 $185.1
Operating Income 2.2 5.0
Assets 168.2 186.5
Intercompany elimination of revenue relates to transfers at cost of inventory
such as trailers and refrigeration units from the non-freight segment for use by
the freight segment.
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<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, 2000 and
1999.
<TABLE>
<CAPTION>
Three Months Six Months
Ended June 30, Ended June 30,
-------------------- -----------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Salaries, wages and related expense 27.0% 27.5% 27.2% 27.7%
Purchased transportation 24.7 22.0 24.1 22.1
Supplies and expenses 28.0 27.6 28.0 27.0
Revenue equipment rent 7.8 8.1 8.0 8.4
Depreciation 3.6 3.7 3.7 3.7
Claims and insurance 4.7 5.6 4.6 4.9
Other 2.9 3.1 3.7 3.5
----- ----- ----- -----
Total freight operating expenses 98.7% 97.6% 99.3% 97.3%
===== ===== ===== =====
</TABLE>
SECOND QUARTER OF 2000 VS. 1999
During the second quarter of 2000, revenue increased by 3.3% to $100.0 million
with freight revenue up $2.2 million or 2.8%. Non-freight revenue aggregated
19.0% and 18.6% of total revenue during the second quarter of 2000 and 1999,
respectively. Less-than-truckload (LTL) revenue was 5.2% higher and
full-truckload revenue increased by 1.7% as compared to the same period of 1999.
The increase in freight revenue resulted from significantly increased fuel
adjustment revenue during the second quarter of 2000. During the second quarter
of 2000, the company transported 6.3% more full-truckload shipments and 1.7%
more LTL shipments than during the comparable 1999 quarter. Full-truckload
average miles per shipment declined by 5.0% and during the 2000 second quarter.
Total LTL hundredweight increased by 1.7% as compared to the second quarter of
1999.
The 2000 increase in non-freight revenue was due to improvement in the market
for refrigeration equipment and to the continued expansion of the company's
non-freight subsidiary into new geographical and product market areas.
Full-truckload activities, which contributed 69.4% and 70.1%, respectively, of
freight revenue during the second quarter of 2000 and 1999, are conducted
primarily with company-operated equipment, while LTL activities are conducted
primarily with equipment provided by owner-operators. Changes in the mix of LTL
versus full-truckload revenue as well as fluctuations in the amount of total
freight handled on 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 second quarter of 2000, the percent of freight revenue absorbed by
salaries, wages and related expense was 27.0%, as compared to 27.5% during the
year-ago quarter. This was due primarily to the reduced quantity of
employee-driven, company-operated equipment. Conversely, purchased
transportation expense as a percent of freight revenue rose from 22.0% in the
second quarter of 1999 to 2000's 24.7%.
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<PAGE>
During the second quarter of 2000, the number of full-truckload trucks provided
by independent contractors averaged approximately 540, as compared to
approximately 460 during the comparable 1999 period. The impact of this increase
was effectively offset by a reduction in the number of company-owned
full-truckload tractors.
Increased use of equipment provided by independent contractors also impacts
other categories of operating expenses. An independent contractor is responsible
for providing a truck together with all resources necessary for the operation of
the truck. Accordingly, costs associated with labor, equipment rental or
depreciation, fuel, maintenance and other such activities associated with
independent contractors are not present in the various categories of operating
expenses, but are reflected in purchased transportation expense.
Costs associated with operating supplies and expenses rose by 4.1% between the
two quarters. For the second quarters of 2000 and 1999, respectively, 41% and
35% of such costs were associated with fuel consumed by the company-operated
fleet of trucks. Per-gallon fuel costs paid by the company rose by 41% during
the second quarter of 2000 as compared to 1999. Sudden and dramatic fuel price
volatility can impact the company's cost structure and profitability. A number
of factors tend to diminish the impact of such volatility. Owner-operators are
responsible for all costs associated with their equipment, including fuel.
Therefore, the cost of such fuel is not a direct expense of the company. With
regard to fuel expenses for company-operated equipment, the company attempts to
mitigate the effect of fluctuating fuel costs by purchasing more fuel-efficient
tractors and aggressively managing fuel purchasing. Also, certain rates charged
by the company for its service are adjustable by reference to market fuel
prices. Relatively high or low per-gallon market fuel prices can result in
upward or downward adjustment of freight rates, further mitigating the impact of
such volatility on the company's profits. Such fluctuations result from many
external market factors that cannot be influenced or predicted by the company.
In addition, each year several states increase fuel taxes. Recovery of future
increases or realization of future decreases in fuel prices and fuel taxes, if
any, will continue to depend upon competitive freight-market conditions.
Claims and insurance expense fell from 5.6% of freight revenue during the second
quarter of 1999, to 4.7% for 2000. Claims against the company for vehicular
accidents are the primary component of claims and insurance expense. These
expenses tend to vary with miles traveled and changes in the mix between
full-truckload versus LTL operations.
Income from operations fell by $672,000 during the second quarter of 2000 as
compared to 1999.
Interest and other expense, net rose from $485,000 to $745,000 between the two
quarters. Increased interest costs associated with borrowed funds and reduced
interest income on invested funds were the principal factors affecting this net
increase.
The company earned pre-tax income of $1,159,000 during the second quarter of
2000 as compared to $2,091,000 during the comparable 1999 period.
Due primarily to the reduced level of profitability, the provision for income
tax was 35% of pre-tax income for the second quarter of 2000, as compared to 37%
for 1999.
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<PAGE>
FIRST SIX MONTHS OF 2000 VS. 1999
For the six months ended June 30, 2000, revenue increased by 4%, but income from
operations fell by 57%. Of the $7.3 million increase in total revenue, revenue
generated by the company-operated, full-truckload fleet fell by $1.7 million,
and full-truckload revenue generated by owner-operator provided equipment rose
by $4.0 million, or 14.4%. LTL revenue rose by $2.9 million, and non-freight
revenue increased by $2.1 million.
For the first six months of 2000 and 1999, respectively, the combination of
depreciation and revenue equipment rent expense was 11.7% and 12.1%,
respectively. During the six months ended June 30, 2000 the company-operated
fleet numbered an average of approximately 1,230 tractors, as compared to
approximately 1,350 for the comparable 1999 period, a reduction of 9%. The
dollar amount of revenue equipment rent and depreciation expense for the first
six months of 2000 did not significantly decrease. Factors impacting this
situation include but are not limited to (i) an increased proportion of leased
equipment, (ii) a general increase in lessor rates of return imbedded in
equipment leases and (iii) the replacement of less expensive (3 year old)
tractors with more expensive (year model 2000) tractors.
Equipment rentals include a component of interest expense which would be
excluded from operating expense (but reported as non-operating interest expense)
if the company had purchased rather than leased a particular asset. The
company's equipment leases qualify as operating and not capital leases. The
impact of such arrangements is to reduce operating income, but favorably impact
pre-tax income and net income.
LIQUIDITY AND CAPITAL RESOURCES
On June 1, 2000, the company entered into a new $50 million credit agreement
with a group of three banks. The new credit agreement is for a period of two
years, but the company may elect to convert the outstanding balance into a term
loan with quarterly amortization over 4 years following date of such an
election. The new credit agreement is secured by qualified accounts receivable
and certain inventories of the company. Also, the banks may elect to perfect
liens against revenue equipment owned (but not leased) by the company. The new
credit agreement amended and replaced an agreement that had been in place since
1992. Due to changes in the capital markets and other factors, the new credit
agreement also imposes interest rate margins and commitment fees which are
significantly higher than those the company had enjoyed since 1992.
The company's primary needs for capital resources are to finance working
capital, capital expenditures and, from time to time, acquisitions. Working
capital investment typically increases during periods of sales expansion when
higher levels of receivables and, with regard to non-freight operations,
inventory are present. The company had long-term debt of $24 million as of June
30, 2000. The unused portion of the company's $50 million revolving credit
facility was approximately $20 million.
During the six months ended June 30, 2000, net cash provided by operating
activities was $7.5 million. During the six months ended June 30, 1999, cash
used in operating activities was $16.6 million. This change related to an
improvement in the timing of accounts receivable collections and fluctuations in
other components of working capital.
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<PAGE>
The company believes that its current cash position, funds from operations, and
the availability of funds under its credit agreement will be sufficient to meet
anticipated liquidity requirements for the next twelve months. At June 30, 2000,
working capital was $42.2 million as compared to $12.1 million at December 31,
1999. This change resulted primarily from the reclassification of debt from
current to long-term liabilities.
OUTLOOK
Certain statements contained in this Report on Form 10-Q, except for the
historical information, are forward-looking statements regarding the anticipated
development of and changes in the company's business or the industry in which
the company operates. The intent, belief or current expectations of the company,
its directors or its officers, primarily with respect to the future operating
performance of the company are dependent upon a number of risks and
uncertainties that could cause actual results to differ materially from those
conveyed in such forward looking statements. These risks and uncertainties
include competition, weather conditions and the general economy, the
availability and cost of labor, equipment, fuel and supplies, the ability of the
company to negotiate favorably with lenders and equipment lessors, the impact of
changes in the tax and regulatory environment in which the company operates,
operational risks and insurance, risks associated with the technologies and
systems used by the company and the other risks and uncertainties described in
the company's Annual Report on Form 10-K and other reports which was filed with
the Securities and Exchange Commission.
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
As of June 30, 2000, debt stood at $24.0 million, which approximated fair market
value. Also, as of June 30, 2000, the company held no material market risk
sensitive instruments (for trading as well as non-trading purposes) which would
involve significant foreign currency exchange rate risk, commodity price risk or
other relevant market risks, such as equity price risk. Accordingly, the
potential loss to the company in future earnings, fair values or cash flows of
market risk sensitive investments resulting from changes in interest rates,
foreign currency exchange rates, commodity prices and other relevant market
rates or prices is not significant.
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, 2000. At the meeting, the following persons were elected as
directors of the company:
Stoney M. Stubbs, Jr. T. Michael O'Connor
W. Mike Baggett Edgar O. Weller
Brian R. Blackmarr Charles G. Robertson
Leroy Hallman F. Dixon McElwee, Jr.
The above listed individuals comprise all directors of the company.
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<PAGE>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27.1 Financial Data Schedule
(b) The following reports on Form 8-K were filed during the
quarter ended June 30, 2000:
i) On June 9, 2000, the company filed a Form 8-K
pertaining to a new credit agreement.
ii) On June 28, 2000, the company filed a Form 8-K
pertaining to:
1) the execution of change in control
agreements between the company and certain
key executives and;
2) an amendment approved by the company's board
of directors whereby the number of directors
is set as nine and the division of such
directors is into three classes of three
directors each. The terms of directors to be
elected at the 2001 annual meeting will be
1, 2 or 3 years, depending upon the class in
which each director belongs.
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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)
August 11, 2000 By: /s/ Stoney M. Stubbs, Jr.
--------------------------------
Stoney M. Stubbs, Jr.
Chairman of the Board
August 11, 2000 By: /s/F. Dixon McElwee, Jr.
--------------------------------
F. Dixon McElwee, Jr.
Senior Vice President
Principal Financial and
Accounting Officer
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