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
March 31, 2001
--------------
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 75247-4309
- ---------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(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 May 8, 2001, 16,357,000 shares of the Registrant's Common Stock, $1.50
par value, were outstanding.
INDEX
PART I. FINANCIAL INFORMATION
- ------------------------------
Page No.
--------
Item l. Financial Statements
Consolidated Condensed Balance Sheets -
March 31, 2001 and December 31, 2000 2
Consolidated Statements of Income -
Three months ended March 31, 2001 and 2000 3
Consolidated Condensed Statements of Cash Flows -
Three months ended March 31, 2001 and 2000 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 6. Exhibits and Reports on Form 8-K 11
FROZEN FOOD EXPRESS INDUSTRIES, INC. AND SUBSIDIARIES
Consolidated Condensed Balance Sheets
(In thousands)
(Unaudited)
Mar. 31, Dec. 31,
2001 2000
Assets ------ ------
Current assets
Cash $ 3,189 $ 1,222
Accounts receivable, net 43,490 47,652
Inventories 16,130 17,208
Tires 4,194 4,424
Other current assets 6,031 7,546
------- -------
Total current assets 73,034 78,052
Property and equipment, net 61,760 61,899
Other assets 14,246 14,778
------- -------
$149,040 $154,729
======= =======
Liabilities and Shareholders' Equity
Current liabilities
Trade accounts payable $ 21,460 $ 22,209
Accrued claims liabilities 5,196 8,101
Accrued payroll 5,662 5,834
Other 4,023 4,892
------- -------
Total current liabilities 36,341 41,036
Long-term debt 15,000 14,000
Deferred federal income tax 1,010 1,551
Other and deferred credits 15,588 16,125
------- -------
Total liabilities and deferred credits 67,939 72,712
------- -------
Shareholders' equity
Common stock 25,921 25,921
Paid-in capital 4,191 4,655
Retained earnings 57,183 58,187
------- -------
87,295 88,763
Less - Treasury stock 6,194 6,746
------- -------
Total shareholders' equity 81,101 82,017
------- -------
$149,040 $158,729
======= =======
See accompanying notes.
FROZEN FOOD EXPRESS INDUSTRIES, INC. AND SUBSIDIARIES
Consolidated Statements of Income
(In thousands, except per-share amounts)
(Unaudited)
For the Three Months
Ended March 31,
---------------
2001 2000
---- ----
Revenue
Freight revenue $78,309 $76,891
Non-freight revenue 11,179 15,525
------ ------
89,488 92,416
------ ------
Costs and expenses
Freight operating expenses
Salaries, wages and related expenses 21,744 21,045
Purchased transportation 17,826 18,059
Supplies and expenses 24,079 21,606
Revenue equipment rent 6,122 6,253
Depreciation 2,744 3,007
Communications and utilities 963 1,172
Claims and insurance 3,038 3,379
Operating taxes and licenses 1,017 1,408
Miscellaneous expense 931 939
------ ------
78,464 76,868
Non-freight costs and operating expenses 11,855 15,290
------ ------
90,319 92,158
------ ------
(Loss) income from operations (831) 258
Interest and other expense, net 714 1,124
------ ------
Loss before income tax (1,545) (866)
Income tax benefit (541) (303)
------ ------
Net loss $(1,004) $ (563)
====== ======
Net loss per share of common stock
Basic $ (.06) $ (.03)
====== ======
Diluted $ (.06) $ (.03)
====== ======
Weighted average shares outstanding
Basic 16,343 16,321
====== ======
Diluted 16,343 16,321
====== ======
See accompanying notes.
FROZEN FOOD EXPRESS INDUSTRIES, INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Cash Flows
(In thousands)
(Unaudited)
For the Three Months
Ended March 31,
---------------
2001 2000
---- ----
Net cash provided by operating activities $ 2,116 $ 2,575
------ ------
Cash flows from investing activities
Expenditures for property and equipment (1,678) (1,313)
Proceeds from sale of property and equipment 698 2,134
Company owned life insurance and other (265) 57
------ ------
Net cash (used in) provided by investing activities (1,245) 878
------ ------
Cash flows from financing activities
Borrowings under revolving credit agreement 5,000 7,000
Payments against revolving credit agreement (4,000) (9,000)
Net treasury stock activity 96 (81)
------ ------
Net cash provided by (used in) financing activities 1,096 (2,081)
------ ------
Net increase in cash and cash equivalents 1,967 1,372
Cash and cash equivalents at January 1 1,222 1,613
------ ------
Cash and cash equivalents at March 31 $ 3,189 $ 2,985
====== ======
See accompanying notes.
FROZEN FOOD EXPRESS INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements
March 31, 2001 and 2000
(Unaudited)
1. BASIS OF PRESENTATION
---------------------
The consolidated financial statements include Frozen Food Express
Industries, Inc. (FFEX) and its subsidiary companies, 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 27, 2001, 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 March 31, 2001 and December 31, 2000, respectively, there were
16,343,000 and 16,321,000 shares of stock outstanding.
3. COMMITMENTS AND CONTINGENCIES
-----------------------------
We have 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 (in thousands):
2001 2000
---- ----
For the three months ended March 31 - -
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.
Following is information for each reportable segment for the three month
periods ended March 31, 2001 and 2000 (in millions):
March 31,
2001 2000
---- ----
Freight Operations
Total Revenue $ 78.3 $ 76.9
Operating Income (0.2) -
Total Assets 144.0 156.8
Non-Freight Operations
Total Revenue $ 12.2 $ 15.8
Operating Income (0.7) 0.2
Total Assets 30.1 33.5
Intercompany Eliminations
Revenue $ (1.0) $ (0.3)
Operating Income 0.1 0.1
Assets (25.1) (24.8)
Consolidated
Revenue $ 89.5 $ 92.4
Operating (Loss) Income (0.8) 0.3
Assets 149.0 165.5
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.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
- ---------------------
The following table sets forth, as a percentage of freight revenue, certain
major operating expenses for the three-month periods ended March 31, 2001
and 2000.
Three Months
Ended March. 31,
---------------
2001 2000
---- ----
Salaries, wages and related expense 27.8% 27.4%
Purchased transportation 22.8 23.5
Supplies and expenses 30.7 28.1
Revenue equipment rent 7.8 8.1
Depreciation 3.5 3.9
Claims and insurance 3.9 4.4
Other 3.7 4.6
----- -----
Total freight operating expenses 100.2% 100.0%
===== =====
First Quarter of 2001 vs. 2000
- ------------------------------
During the first quarter of 2001, our freight revenue increased by 1.8% to
$78.3 million. Non-freight revenue aggregated 12.5% and 16.8% of total
revenue during the first three months of 2001 and 2000, respectively.
Approximately 25% of our $4.0 million increase in full-truckload revenue
resulted from increased fuel adjustment revenue during the first quarter of
2001. Also impacting the increase in full-truckload revenue was an
increased average length of haul.
Less-than-truckload (LTL) revenues declined by $2.6 million between the
first quarters of 2000 and 2001. Slackening demand for the refrigerated LTL
service we offer, reflected by a 13.4% drop in the number of shipments we
hauled, was the primary contributor to this variance.
The 2001 decrease in non-freight revenue was due to deterioration in the
market for refrigeration equipment. During the first quarter of 2000, our
non-freight operation sold an unusually high number of mechanical
refrigeration equipment. That has not recurred during 2001, as the demand
for such products has fallen in line with a general oversupply of new and
used transportation equipment.
The number of tractors in our fleet of company-operated, full-truckload
equipment increased from approximately 1,190 at the beginning of 2001 to
about 1,250 by the end of the first quarter. The number of full-truckload
tractors provided to us by owner-operators increased by about 50 to about
585. The increased number of company-operated full-truckload tractors
resulted from an increase in our level of dedicated fleet operations. The
increase was also a result of a temporary imbalance between the scheduled
retirement and replacement of trucks. The increased number of owner-
operator-provided tractors resulted primarily from our continuing efforts to
increase the size of the owner-operator full-truckload fleet.
Full-truckload activities, which contributed about 70% of freight revenue
during the first quarter of 2001 and 2000, 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, impact the percent of freight revenue absorbed by the various
categories of operating expenses between the two quarters.
During the first quarter of 2001, the percent of freight revenue absorbed by
salaries, wages and related expense was 27.8%, as compared to 27.4% during
the year-ago quarter. Total salaries and wages rose by 3.3%, but payroll
expenses related to drivers increased by 15% between the quarters. The
increased driver payroll costs resulted primarily from a general driver pay
increase we introduced during the second quarter of last year.
Substantially offsetting the increase in driver pay were reductions in non-
driver staffing and improvements regarding work-related injuries.
Supplies and expenses rose by $2.5 million between the first quarters of
2000 and 2001. Almost 40% of this increase was related to fuel consumed by
our company-operated fleet. Per-gallon costs we paid for fuel increased by
3% during the first quarter of 2001 as compared to 2000. Sudden and
dramatic fuel price volatility impacts our profitability. We have in place
a number of strategies designed to address 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 ours.
With regard to fuel expenses for company-operated equipment, we attempt to
mitigate the impact of fluctuating fuel costs by purchasing more fuel-
efficient tractors and aggressively managing fuel purchasing.
Last year, energy prices began to rise at an alarming rate. Pursuant to the
contracts and tariffs by which our freight rates are determined, those rates
automatically fluctuate as diesel fuel prices rise and fall. Also last year,
we began to ask shippers to accept increases in basic freight rates to
compensate us for the increased employee-driver payroll costs. Many
shippers were unwilling to accept those increases. The shippers felt rates
had already increased as much as they were willing to pay because of the
impact of energy prices. Therefore, for most of 2000, we were forced to
incur the increased employee-driver payroll costs with little of the
expected offsetting revenue. Future recovery of such labor and fuel cost
increases will depend largely on competitive freight market conditions.
Purchased transportation, as a percent of freight revenue, fell from 23.5%
during the first quarter of 2000 to 22.8% during the comparable 2001 period.
Purchased transportation expense includes payments to other service
providers such as railroad companies for intermodal services and other motor
carriers for linehaul service to remote locations to which we infrequently
provide direct service. Payments to these other service providers have
declined significantly during 2001 as compared to 2000. The portion of
freight revenue we paid to independent contractors for purchased
transportation, as a percent of revenue, has not changed appreciably since
last year.
The total of depreciation and revenue equipment rent expense fell from 12%
of freight revenue for the first quarter of 2000 to 11.3% for the comparable
2001 quarter. This change resulted primarily from the increased use of
independent contractors in our refrigerated full-truckload operations.
Claims and insurance expense fell from 4.4% of freight revenue during the
first quarter of 2000, to 3.9% for 2001. The decrease resulted from a
variety of factors, including but not limited to changes in the frequency of
physical damage losses.
Our loss from operations was $831,000 during the first quarter of 2001 as
compared to income from operations of $258,000 in the first quarter of 2000.
Interest and other expense, net fell from $1,124,000 to $714,000 between the
two quarters. Decreased interest costs associated with lower levels of
borrowed funds was the principal factor affecting this decrease.
We incurred a pre-tax loss of $1,545,000 during the first quarter of 2001 as
compared to a pre-tax loss of $866,000 during the comparable 2000 period.
The provision for income tax was 35% of pre-tax income for both the first
quarters of 2001 and 2000.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
Our 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. We had long-term debt of $15 million as of March 31, 2001. The
unused portion of the company's $50 million revolving credit facility was
approximately $32 million.
During the three months ended March 31, 2001, net cash provided by operating
activities was $2.1 million as compared to $2.6 million in 2000.
We believe that our current cash position, funds from operations, and the
availability of funds under our credit agreement will be sufficient to meet
anticipated liquidity requirements for the next twelve months. At March 31,
2001, working capital was $36.7 million as compared to $37.0 million at
December 31, 2000.
OUTLOOK
- -------
Statements contained herein which are not historical facts are
forward-looking statements as that term is defined in the Private
Securities Litigation Reform Act ("PSLRA") of 1995. Certain statements
contained herein including statements regarding the anticipated development
and expansion of our business or the industry in which we operate, our
intent, plans, belief or current expectations of the company, our directors
or our officers, primarily with respect to the future operating performance
or our financial position and other statements contained herein regarding
matters that are not historical facts, are "forward-looking" statements (as
such term is defined in PSLRA). Because such statements involve risks and
uncertainties, actual results may differ materially from those expressed or
implied from such forward-looking statements. These risks and uncertainties
include competition, weather conditions and the general economy; the
availability and cost of labor; interest rates and the company's ability to
negotiate favorably with lenders and lessors; the availability and cost of
new equipment, fuel and supplies; the market for previously-owned equipment;
the impact of changes in the tax and regulatory environment in which we
operate, operational risks, insurance and risks associated with the
technologies and systems we use.
FAIR VALUE OF FINANCIAL INSTRUMENTS
- -----------------------------------
As of March 31, 2001, debt stood at $15 million, which approximated fair
market value. We sponsor a Rabbi Trust for benefit of participant in a
supplemental executive retirement plan. As of March 31, 2001, the trust had
about 100,000 shares of our stock. To the extent that trust assets are
invested in our stock, our future pre-tax income will reflect changes in the
market value of our stock. Other than the impact of our stock owned by the
Rabbi Trust, as of March 31, 2001, we 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 us 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, other than discussed above, is not
significant.
PART II - OTHER INFORMATION
- ---------------------------
Items 1 through 5 of Part II are omitted due to a lack of updated
information to disclose pursuant to said items.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
10.1 Second Amendment to Second Amended and Restated
Credit Agreement
No reports on Form 8-K were filed during the quarter ended March 31, 2001.
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)
May 9, 2001 By: /s/Stoney M. Stubbs, Jr.
------------------------
Stoney M. Stubbs, Jr.
Chairman of the Board
May 9, 2001 By: /s/F. Dixon McElwee, Jr.
------------------------
F. Dixon McElwee, Jr.
Senior Vice President
Principal Financial and
Accounting Officer