<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 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: 0-13468
EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.
(Exact name of registrant as specified in its charter)
Washington 91-1069248
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
19119 - 16th Avenue South, Seattle, Washington 98188
(Address of principal executive offices) (Zip Code)
(206) 246-3711
(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
----- -----
At October 31, 1995, the number of shares outstanding of the issuer's
Common Stock was 12,013,471.
Page 1 of _13_ pages.
The Exhibit Index appears on page _12_.
1
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
EXPEDITORS INTERNATIONAL OF WASHINGTON, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(In thousands, except share data)
<TABLE>
<CAPTION>
September 30, December 31,
ASSETS 1995 1994
------------- ------------
(Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 24,527 15,593
Short-term investments 2,514 2,810
Accounts receivable, net 144,994 96,984
Due from Taiwan agent 6,361 5,117
Deferred Federal and state taxes 3,181 2,781
Other current assets 5,413 2,421
------- -------
Total current assets 186,990 125,706
Property and equipment, net 27,312 25,695
Other assets, net 6,762 5,965
------- -------
$ 221,064 157,366
------- -------
------- -------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term borrowings 13,836 234
Accounts payable 80,536 44,674
Income taxes 2,727 3,708
Other current liabilities 11,030 7,615
------- -------
Total current liabilities 108,129 56,231
Deferred Federal income taxes 25 25
Shareholders' equity:
Preferred stock, par value $.01
per share.
Authorized 2,000,000 shares;
none issued -- --
Common stock, par value $.01 per share.
Authorized 40,000,000 shares;
issued and outstanding 12,041,205
shares at September 30, 1995 and
11,934,843 at December 31, 1994 120 119
Additional paid-in capital 12,941 12,651
Retained earnings 96,574 84,971
Equity adjustments from foreign
currency translation 3,275 3,369
------- -------
Total shareholders' equity 112,910 101,110
------- -------
$ 221,064 157,366
------- -------
------- -------
</TABLE>
2
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EXPEDITORS INTERNATIONAL OF WASHINGTON, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Earnings
(In thousands, except share data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
--------------------------- --------------------------
1995 1994 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues:
Airfreight $ 108,010 85,752 294,343 226,270
Ocean freight and ocean services 38,045 26,569 92,157 66,592
Customs brokerage and import services 13,113 11,525 37,066 30,137
---------- ---------- ---------- ----------
Total revenues 159,168 123,846 423,566 322,999
Operating expenses:
Airfreight consolidation 88,518 70,647 242,042 184,992
Ocean freight consolidation 29,378 21,166 70,234 52,814
Salaries and related costs 22,362 17,112 61,209 46,548
Rent 1,792 1,501 4,959 3,959
Other 9,357 7,190 26,163 19,848
---------- ---------- ---------- ----------
Total operating expenses 151,407 117,616 404,607 308,161
Operating income 7,761 6,230 18,959 14,838
Other income, net 327 305 1,206 797
---------- ---------- ---------- ----------
Earnings before income taxes 8,088 6,535 20,165 15,635
Income tax expense 3,073 2,633 7,845 6,298
---------- ---------- ---------- ----------
Net earnings $ 5,015 3,902 12,320 9,337
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Net earnings per share $ .40 .32 .98 .76
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Weighted average number of
common shares 12,626,489 12,306,527 12,543,145 12,241,532
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
</TABLE>
3
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EXPEDITORS INTERNATIONAL OF WASHINGTON, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------ ----------------------
1995 1994 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
Operating Activities:
Net earnings $ 5,015 3,902 12,320 9,337
Adjustments to reconcile net
earnings to net cash provided
by operating activities:
Provision for losses on accounts
receivable 83 273 326 862
Deferred income tax benefit (560) (848) (95) (1,860)
Depreciation and amortization 1,686 1,318 4,820 3,458
Other 80 1 207 156
Changes in operating assets and
liabilities:
Increase in accounts receivable (31,216) (16,678) (49,159) (28,806)
(Increase) decrease in amounts
due from Taiwan agent (1,866) (2,148) (1,244) 303
Increase in other current assets (132) (422) (2,875) (1,367)
Increase in accounts payable and
other current liabilities 25,662 7,815 38,141 21,077
------- ------- ------- -------
Net cash (used in) provided by operating
activities (1,248) (6,787) 2,441 3,160
------- ------- ------- -------
Investing Activities:
(Increase) Decrease in short-term
investments (1,239) (3,398) 279 (2,927)
Purchase of property and equipment (2,595) (2,722) (6,482) (5,969)
Other 467 (34) (346) (47)
------- ------- ------- -------
Net cash used in investing activities (3,367) (6,154) (6,549) (8,943)
Financing Activities:
Short-term borrowings, net 10,551 2,286 13,648 (1,845)
Proceeds from issuance of common stock 1,402 1,300 (1,775) 2,146
Repurchases of common stock (1,360) (2,287) (1,817) (2,133)
Dividends paid -- -- (717) (594)
------- ------- ------- -------
Net cash provided by (used in)
financing activities 10,593 2,299 12,973 (2,426)
------- ------- ------- -------
Effect of exchange rate changes on cash (311) 342 69 527
------- ------- ------- -------
Increase (decrease) in cash and
cash equivalents 5,667 (10,300) 8,934 (7,682)
Cash and cash equivalents at beginning
of period 18,860 23,490 15,593 20,872
------- ------- ------- -------
Cash and cash equivalents at
end of period $ 24,527 13,190 24,527 13,190
------- ------- ------- -------
------- ------- ------- -------
</TABLE>
4
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EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
Note 1. Summary of Significant Accounting Policies
The attached condensed consolidated financial statements have been prepared
pursuant to the rules and regulations of the Securities and Exchange Commission.
As a result, certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. The Company believes that the
disclosures made are adequate to make the information presented not misleading.
The condensed consolidated financial statements reflect all adjustments which
are, in the opinion of management, necessary to a fair statement of the results
for the interim periods presented. Certain 1994 amounts have been reclassified
to conform to the 1995 presentation. These condensed consolidated financial
statements should be read in conjunction with the financial statements and
related notes included in the Company's 10-K as filed with the Securities and
Exchange Commission on or about March 31, 1995.
5
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL
Expeditors International of Washington, Inc. is engaged in the business of
international freight forwarding and consolidation, for both air and ocean
freight. The Company acts as a customs broker in all domestic offices, and in
many of its overseas offices. The Company also provides additional services for
its customers including value added distribution, purchase order management,
vendor consolidation and other logistics solutions. The Company offers domestic
forwarding services only in conjunction with international shipments. The
Company does not compete for overnight courier or small parcel business. The
Company does not own or operate aircraft or steamships.
International trade is influenced by many factors, including economic and
political conditions in the United States and abroad, currency exchange rates,
and United States and foreign laws and policies relating to tariffs, trade
restrictions, foreign investments and taxation. Periodically, governments
consider a variety of changes to current tariffs and trade restrictions. The
Company cannot predict which, if any, of these proposals may be adopted. Nor
can the Company predict the effects adoption of any such proposal will have on
the Company's business. Doing business in foreign locations also subjects the
Company to a variety of risks and considerations not normally encountered by
domestic enterprises. In addition to being affected by governmental policies
concerning international trade, the Company's business may also be affected by
political developments and changes in government personnel or policies in the
nations in which it does business.
The Company's ability to provide services to its customers is highly
dependant on good working relationships with a variety of entities including
airlines, ocean steamship lines, and governmental agencies. The Company
considers its current working relationships with these entities to be
satisfactory. However, changes in space allotments available from carriers,
governmental deregulation efforts, "modernization" of the regulations governing
customs brokerage, and/or changes in governmental quota restrictions could
affect the Company's business in unpredictable ways.
Historically, the Company's operating results have been subject to a
seasonal trend when measured on a quarterly basis. The first quarter has
traditionally been the weakest and the third quarter has traditionally been the
strongest. This pattern is the result of, or is influenced by, numerous factors
including climate, national holidays, consumer demand, economic conditions and a
myriad of other similar and subtle forces. In addition, this historical
quarterly trend has been influenced by the growth and diversification of the
Company's international network and service offerings. The Company cannot
accurately forecast many of these factors nor can the Company estimate
accurately the relative influence of any particular factor and, as a result,
there can be no assurance that historical patterns, if any, will continue in
future periods.
A significant portion of the Company's revenues are derived from customers
in retail industries whose shipping patterns are tied closely to consumer
demand, and from customers in industries whose shipping patterns are dependent
upon just-in-time production schedules. Therefore, the timing of the Company's
revenues are, to a large degree, impacted by factors out of the Company's
control, such as a sudden change in consumer demand for retail goods and/or
manufacturing production delays. Additionally, many customers ship a
significant portion of their goods at or near the end of a quarter, and
therefore, the Company may not learn of a shortfall in revenues until late in a
quarter. To the extent that a shortfall in revenues or earnings was not
expected by securities analysts, any such shortfall from levels predicted by
securities analysts could have an immediate and adverse effect on the trading
price of the Company's stock.
6
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RESULTS OF OPERATIONS
The following table shows the consolidated net revenues (revenues less
consolidation expenses) attributable to the Company's principal services and the
Company's expenses for the three and nine-month periods ended September 30, 1995
and 1994, expressed as percentages of net revenues. With respect to the
Company's services other than consolidation, net revenues are identical to
revenues. Management believes that net revenues are a better measure than total
revenues of the relative importance of the Company's principal services since
total revenues earned by the Company as a freight consolidator include the
carriers' charges to the Company for carrying the shipment whereas revenues
earned by the Company in its other capacities include only the commissions and
fees actually earned by the Company.
The table and the accompanying discussion and analysis should be read in
conjunction with the condensed consolidated financial statements and related
notes thereto which appear elsewhere in this Quarterly Report.
<TABLE>
<CAPTION>
Three months ended September 30, Nine months ended September 30,
1995 1994 1995 1994
------ ------ ------ ------
Percent Percent Percent Percent
of net of net of net of net
Amount revenues Amount revenues Amount revenues Amount revenues
------ -------- ------ -------- ------ -------- ------ --------
(Amounts in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Revenues:
Airfreight $ 19,492 47 $ 15,105 47 $ 52,301 47 $ 41,278 49
Ocean freight and
ocean services 8,667 21 5,403 17 21,923 20 13,778 16
Customs brokerage and
import services 13,113 32 11,525 36 37,066 33 30,137 35
------ --- ------ --- ------- --- ------ ---
Net revenues 41,272 100 32,033 100 111,290 100 85,193 100
------ --- ------ --- ------- --- ------ ---
Operating expenses:
Salaries and
related costs 22,362 54 17,112 53 61,209 55 46,548 55
Rent 1,792 4 1,501 5 4,959 4 3,959 5
Other 9,357 23 7,190 23 26,163 24 19,848 23
------ --- ------ --- ------- --- ------ ---
Total operating
expenses 33,511 81 25,803 81 92,331 83 70,355 83
------ --- ------ --- ------- --- ------ ---
Operating income 7,761 19 6,230 19 18,959 17 14,838 17
Other income, net 327 1 305 1 1,206 1 797 1
------ --- ------ --- ------- --- ------ ---
Earnings before income
taxes 8,088 20 6,535 20 20,165 18 15,635 18
Income tax expense 3,073 7 2,633 8 7,845 7 6,298 7
------ --- ------ --- ------- --- ------ ---
Net earnings $ 5,015 13% $ 3,902 12% $ 12,320 11% $ 9,337 11%
------ --- ------ --- ------- --- ------ ---
------ --- ------ --- ------- --- ------ ---
</TABLE>
Airfreight revenues and airfreight consolidation expenses increased during
the three and nine-month periods ended September 30, 1995, compared to the same
period in 1994 primarily due to (1) increased airfreight tonnage handled from
certain of the Company's Far East markets to the United States and Europe, and
(2) increased export airfreight shipments from the United States and Europe.
Net airfreight revenues increased 29% and 27% for the three and nine-month
periods ended September 30, 1995 as compared with the same periods for 1994.
7
<PAGE>
Ocean freight revenues and ocean freight consolidation expenses increased
during the three and nine-month periods ended September 30, 1995, compared to
the same periods in 1994 primarily due to increased volumes of ocean freight
handled by the Company's offices in the United States, Europe and the Far East.
Ocean freight net revenue for the three and nine-month periods ended September
30, 1995 increased 60% and 59% respectively, compared with the same period in
1994. The primary reasons for the increase in net revenue were (1) current year
impact of favorable steamship contracts which increased the Company's per
shipment profit margins, (2) increased focus on sales efforts, and (3) increased
volumes which allowed the Company to attract more business by offering lower
ocean freight rates to existing and potential customers.
Customs brokerage and import services increased 14% and 23% during the
three and nine-month periods ended September 30, 1995, compared to the same
periods in 1994 as a result of effective sales efforts complimented by the
Company's expanding systems capabilities and reputation for providing high
quality services.
Salaries and related costs increased during the three and nine-month
periods ended September 30, 1995, compared to the same periods in 1994 as a
result of (1) increased compensation levels and (2) the Company's hiring of
additional sales, operations, and administrative personnel in new and existing
offices. Salaries and related costs increased by 1% of net revenue for the
three months ended September 30, 1995 and remained virtually constant as a
percentage of net revenue for the nine months which ended on this same date.
This is a measurement that management believes is significant in assessing the
effectiveness of corporate cost containment objectives.
The relationship between salaries and net revenues is the result of a
compensation philosophy that has been maintained since the inception of the
Company: offer a modest base salary and the opportunity to share in a fixed and
determinable percentage of the operating profit of the business unit controlled
by each key employee. Using this compensation model, changes in individual
compensation will occur in proportion to changes in Company profits. Management
believes that the growth in revenues, net revenue and net income for the three
and nine-month periods ended September 30, 1995 are a direct result of the
incentives inherent in the Company's compensation program.
Rent and other operating expenses increased in total, but remained
essentially stable as a percentage of net revenues during the three- and nine-
month periods ended September 30, 1995, compared to the same periods in 1994 as
costs of the Company's expanded operations and newly opened offices increased in
proportion to the Company's increased volume of business.
Other income, net, for both the three and nine-month periods ended
September 30, 1995 increased in total primarily as a result of higher interest
rates earned on cash balances available for overnight and short term
investments.
CURRENCY AND OTHER RISK FACTORS
International air/ocean freight forwarding and customs brokerage are
intensively competitive and are expected to remain so for the foreseeable
future. There are a large number of entities competing in the freight
forwarding industry, however, the Company's primary competition is confined to a
relatively small number of companies within this group. While there is
currently a marked trend within the industry toward consolidation into large
firms with multinational office and agency networks, regional and local
broker/forwarders remain a competitive force.
Historically, the primary competitive factors in the freight forwarding
industry have been price and quality of service, including reliability,
responsiveness, expertise, convenience, and scope of operations. The Company
emphasizes quality service and believes that its prices are competitive with
those of others in the industry. Recently customers have exhibited a trend
towards the more sophisticated and efficient procedures for the management of
the logistics supply chain by embracing strategies such as just in time
inventory management. This trend has made having sophisticated computerized
customer service capabilities and a stable worldwide network significant factors
in attracting and retaining customers.
Developing these systems and a worldwide network has added a considerable
indirect cost to the services provided to customers. Smaller and middle-tier
competitors, in general, do not have the resources available to develop
customized systems and worldwide network. As a result, there is a significant
amount of consolidation currently taking place in the industry. Management
expects that this trend toward consolidation will continue for the short to
medium term. Historically, growth through aggressive acquisition has proven to
be a challenge for many of the Company's competitors and typically involves the
purchase of significant "goodwill" the value of which can be realized in large
measure only by retaining the customers and
8
<PAGE>
profit margins of the acquired business. As a result, the Company has pursued a
strategy emphasizing organic growth supplemented by certain strategic
acquisitions.
The nature of the Company's world-wide operations necessitate the Company
dealing with a multitude of currencies other than the US dollar. This results
in the Company being exposed to the inherent risks of the international currency
markets and governmental interference. Many of the countries where the Company
maintains offices and/or agency relationships have strict currency control
regulations which influence the Company's ability to hedge foreign currency
exposure. The Company tries to compensate for these exposures by accelerating
international currency settlements among these offices or agents. Foreign
currency gains and losses recognized during the three and nine-month periods of
1995 and 1994 were immaterial.
LIQUIDITY AND CAPITAL RESOURCES
The Company's principal source of liquidity is cash generated from
operations. At September 30, 1995, working capital was $78.9 million, including
cash and short-term investments of $27 million. The Company had no long-term
debt at September 30, 1995. The Company expects to spend approximately $8
million on property and facilities in 1995, which is expected to be financed
with cash, short-term floating rate and/or long-term fixed-rate financing.
The Company borrows foreign and domestically under unsecured bank lines of
credit totaling $15 million. At September 30, 1995, the Company was directly
liable for $13.8 million drawn on these lines of credit and was contingently
liable for approximately $4.5 million with respect to standby letters of credit.
The Company also maintains a bank facility in the maximum amount of $7.8 million
with a bank in the United Kingdom in support of duty and VAT deferrals. At
September 30, 1995 the Company was contingently liable for $7.4 million in
connection with this facility.
Management believes that the Company's current cash position, bank
financing arrangements, and operating cash flows will be sufficient to meet its
capital and liquidity requirements for the foreseeable future.
In some cases, the Company's ability to repatriate funds from foreign
operations is subject to foreign exchange controls. In addition, certain
undistributed earnings of the Company's subsidiaries accumulated through
December 31, 1992 would, under most circumstances, be subject to some additional
United States income tax if distributed to the Company. The Company has not
provided for this additional tax because the Company intends to reinvest such
earnings to fund the expansion of its foreign activities, or to distribute them
in a manner in which no significant additional taxes would be incurred. At
September 30, 1995, the total of such undistributed earnings was approximately
$42 million.
9
<PAGE>
EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.
AND SUBSIDIARIES
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is ordinarily involved in claims and lawsuits which arise in
the normal course of business, none of which currently, in management's opinion,
will have a significant effect on the Company's financial condition.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits required by Item 601 of Regulation S-K.
Exhibit
Number Description
------ -----------
11.1 Statement re computation of per share earnings
(b) Reports on Form 8-K
No reports on Form 8-K were filed in the quarter ended September 30, 1995.
10
<PAGE>
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 thereunto duly authorized.
EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.
November 10, 1995 /s/ PETER J. ROSE
---------------------------
Peter J. Rose, Chairman
and Chief Executive Officer
(Principal Executive Officer)
November 10, 1995 /s/ R. JORDAN GATES
---------------------------
R. Jordan Gates, Chief Financial Officer
and Treasurer
(Principal Financial and Accounting Officer)
11
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EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.
AND SUBSIDIARIES
Form 10-Q Index and Exhibits
September 30, 1995
Exhibit
Number Description Page Number
- ------ ----------- -----------
11.1 Statement re-computation of per share earnings. 13
12
<PAGE>
EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.
AND SUBSIDIARIES
Exhibit 11.1 Statement re-computation of per share earnings
Net earnings per weighted average common share is computed using the
weighted average number of common shares and common share equivalents
outstanding during each period presented. Common share equivalents represent
stock options. Fully diluted earnings per share do not differ materially from
primary earnings per share.
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SET FORTH AS ITEM 1 OF FORM 10-Q FOR
THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1995 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-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> SEP-30-1995
<CASH> 24,527
<SECURITIES> 2,514
<RECEIVABLES> 144,994
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 186,990
<PP&E> 27,312
<DEPRECIATION> 0
<TOTAL-ASSETS> 221,064
<CURRENT-LIABILITIES> 108,129
<BONDS> 0
<COMMON> 120
0
0
<OTHER-SE> 112,790
<TOTAL-LIABILITY-AND-EQUITY> 221,064
<SALES> 0
<TOTAL-REVENUES> 423,566
<CGS> 0
<TOTAL-COSTS> 312,276
<OTHER-EXPENSES> 92,331
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 20,165
<INCOME-TAX> 7,845
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 12,320
<EPS-PRIMARY> .98
<EPS-DILUTED> .98
</TABLE>
