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, 2001
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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 August 6, 2001, 16,515,000 shares of the Registrant's Common Stock,
$1.50 par value, were outstanding.
<page>
INDEX
PART I - FINANCIAL INFORMATION
Page No.
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Item l. Financial Statements
Consolidated Condensed Balance Sheets -
June 30, 2001 and December 31, 2000 2
Consolidated Statements of Income -
Three and six months ended
June 30, 2001 and 2000 3
Consolidated Condensed Statements
of Cash Flows - Six months ended
June 30, 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 4. Submission of Matters to Vote of Security Holders 11
<page>
FROZEN FOOD EXPRESS INDUSTRIES, INC. AND SUBSIDIARIES
Consolidated Condensed Balance Sheets
(In thousands)
(Unaudited)
June 30, Dec. 31,
2001 2000
Assets ------ ------
Current assets
Cash $ 699 $ 1,222
Accounts receivable, net 48,073 47,652
Inventories 16,942 17,208
Tires 4,144 4,424
Other current assets 6,676 7,546
------- -------
Total current assets 76,534 78,052
Property and equipment, net 59,502 61,899
Other assets 14,999 14,778
------- -------
$151,035 $154,729
======= =======
Liabilities and Shareholders' Equity
Current liabilities
Trade accounts payable $ 24,709 $ 22,209
Accrued claims liabilities 6,930 8,101
Accrued payroll 5,679 5,834
Other 2,817 4,892
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Total current liabilities 40,135 41,036
Long-term debt 14,000 14,000
Other and deferred credits, net 15,585 17,676
------- -------
Total liabilities & deferred credits 69,720 72,712
------- -------
Shareholders' equity
Common stock 25,921 25,921
Paid-in capital 4,087 4,655
Retained earnings 57,311 58,187
------- -------
87,319 88,763
Less - Treasury stock 6,004 6,746
------- -------
Total shareholders' equity 81,315 82,017
------- -------
$151,035 $154,729
======= =======
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)
For the Three Months For the Six Months
Ended June 30, Ended June 30,
------------------ -----------------
2001 2000 2001 2000
---- ---- ---- ----
Revenue
Freight revenue $ 84,623 $ 81,033 $162,932 $157,924
Non-freight revenue 14,650 18,966 25,829 34,491
------- ------- ------- -------
99,273 99,999 188,761 192,415
------- ------- ------- -------
Costs and expenses
Freight operating expenses
Salaries, wages &
related expenses 22,032 21,586 43,947 42,405
Purchased transportation 19,247 20,011 37,073 38,070
Supplies and expenses 26,769 22,923 50,677 44,755
Revenue equipment rent 6,684 6,328 12,806 12,581
Depreciation 2,822 2,888 5,566 5,895
Communications & utilities 1,079 1,183 2,042 2,355
Claims and insurance 4,700 3,841 7,738 7,220
Operating taxes & licenses 791 1,358 1,808 2,766
Miscellaneous expense, net 304 (135) 1,235 804
------- ------- ------- -------
84,428 79,983 162,892 156,851
Non-freight costs &
operating expenses 13,989 18,112 25,844 33,402
------- ------- ------- -------
98,417 98,095 188,736 190,253
------- ------- ------- -------
Income from operations 856 1,904 25 2,162
Interest and other
expense, net 661 745 1,375 1,869
------- ------- ------- -------
Income (loss) before income tax 195 1,159 (1,350) 293
Provision for (benefit from)
income tax 67 406 (474) 103
------- ------- ------- -------
Net income (loss) $ 128 $ 753 $ (876) $ 190
======= ======= ======= =======
Net income(loss) per share
of common stock
Basic $ .01 $ .05 $ (.05) $ .01
======= ======= ======= =======
Diluted $ .01 $ .05 $ (.05) $ .01
======= ======= ======= =======
Weighted average shares
outstanding
Basic 16,360 16,321 16,351 16,320
======= ======= ======= =======
Diluted 16,375 16,372 16,351 16,354
======= ======= ======= =======
See accompanying notes.
<page>
FROZEN FOOD EXPRESS INDUSTRIES, INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Cash Flows
(In thousands)
(Unaudited)
For the Six
Months Ended June 30,
---------------------
2001 2000
---- ----
Net cash provided by operating activities $ 3,336 $ 7,450
------ ------
Cash flows from investing activities
Expenditures for property & equipment (4,791) (3,908)
Proceeds from sale of property & equipment 1,835 4,640
Other (1,084) (3,175)
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Net cash used in investing activities (4,040) (2,443)
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Cash flows from financing activities
Borrowings under revolving credit agreement 8,000 17,000
Payments against revolving credit agreement (8,000) (19,500)
Net treasury stock activity 181 (43)
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Net cash provided by (used in) financing
activities 181 (2,543)
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Net (decrease) increase in cash and cash
equivalents (523) 2,464
Cash and cash equivalents at January 1 1,222 1,613
------ ------
Cash and cash equivalents at June 30 $ 699 $ 4,077
====== ======
See accompanying notes.
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FROZEN FOOD EXPRESS INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements
June 30, 2001 and 2000
(Unaudited)
1. BASIS OF PRESENTATION
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These 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 by independent
public accountants. In the opinion of management, all adjustments (which
consisted only of normal recurring accruals) necessary to present fairly our
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. We believe that the disclosures contained herein, when read in
conjunction with the financial statements and notes included, or
incorporated by reference, in our 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 our report
on Form 10-K.
2. SHAREHOLDERS' EQUITY
--------------------
As of June 30, 2001 and December 31, 2000, respectively, there were
16,506,000 and 16,395,000 shares of our common stock outstanding.
3. COMMITMENTS AND CONTINGENCIES
-----------------------------
We have accrued for costs related to liability, cargo 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 our
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 were as follows (in thousands):
2001 2000
---- ----
For the three months ended June 30 15,000 51,000
For the six months ended June 30 - 34,000
5. OPERATING SEGMENTS
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Our 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 six-month
periods ended June 30, 2001 and 2000 (in millions):
June 30,
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2001 2000
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Freight Operations
Total Revenue $162.9 $157.9
Operating Income - 1.1
Total Assets 145.0 158.8
Non-Freight Operations
Total Revenue $ 27.2 $ 35.3
Operating Income - 1.1
Total Assets 31.6 38.4
Intercompany Eliminations
Revenue $ (1.3) $ (0.8)
Operating Income - -
Assets (25.6) (29.0)
Consolidated
Revenue $188.8 $192.4
Operating Income - 2.2
Assets 151.0 168.2
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.
6. NEW ACCOUNTING STANDARDS
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In July 2001 the Financial Accounting Standards Board issued SFAS No. 142
"Goodwill and Other Intangible Assets" (FAS 142). FAS 142 will be effective
for fiscal years beginning after December 15, 2001. Under this
pronouncement, goodwill and intangible assets with indefinite lives will no
longer be amortized but reviewed at least annually for impairment. Separable
intangible assets that are not deemed to have indefinite lives will continue
to be amortized over their useful lives. In addition, the useful lives of
recognized intangible assets acquired in transactions completed before July
1, 2001 will be reassessed and the remaining amortization periods adjusted
accordingly.
We have evaluated the impact of adopting FAS 142 on our consolidated
financial statements and, because the amount of goodwill and other
intangible assets in our financial statements is minimal, we do not expect
to see a significant impact from the adoption of FAS 142.
7. PRIOR PERIOD AMOUNTS
--------------------
Certain amounts reported for prior periods have been reclassified in order
to conform with the current period presentation
<page>
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 and six-month periods ended
June 30, 2001 and 2000.
Three Months Six Months
Ended June 30, Ended June 30,
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2001 2000 2001 2000
---- ---- ---- ----
Salaries, wages and related expense 26.0% 26.6% 27.0% 26.9%
Purchased transportation 22.7 24.7 22.8 24.1
Supplies and expenses 31.6 28.3 31.1 28.3
Revenue equipment rent 7.9 7.8 7.9 8.0
Depreciation 3.3 3.6 3.4 3.7
Claims and insurance 5.6 4.7 4.7 4.6
Other 2.7 3.0 3.1 3.7
---- ---- ----- ----
Total freight operating expenses 99.8% 98.7% 100.0% 99.3%
==== ==== ===== ====
Second Quarter of 2001 vs. 2000
- -------------------------------
During the second quarter of 2001, our freight revenue increased by 4.4% to
$84.6 million. Non-freight revenue aggregated 14.8% and 19.0% of total
revenue during the second quarter of 2001 and 2000, respectively.
Approximately 15% of the $5.9 million increase in our full-truckload revenue
resulted from increased fuel adjustment revenue during the second quarter of
2001. Also contributing to higher full-truckload revenue were increases in
our average length of haul and in the number of shipments transported.
Revenue from our less-than-truckload (LTL) activities declined by $2.3
million between the second quarters of 2000 and 2001. Slackening demand for
the refrigerated LTL service we offer, reflected by a 12% drop in the number
of shipments we hauled, was the primary contributor to this variance.
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 second quarter. The number of full-truckload
tractors provided to us by owner-operators increased by about 40 to about
575. As of June 30, 2000, there were approximately 1,150 and 535 tractors,
respectively, in our company-operated and independent contractor-provided
full-truckload fleets. 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 73% and 69% of freight
revenue during the second quarter of 2001 and 2000, respectively, 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 second quarter of 2001, the percent of freight revenue absorbed
by salaries, wages and related expense was 26.0%, as compared to 26.6%
during the year-ago quarter. Total salaries and wages rose by 2.1%, but
payroll expenses related to drivers, which represent more than half of our
payroll, increased by 18% between the quarters. The increased driver
payroll costs resulted primarily from a general driver pay increase we
introduced during the middle of 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 $3.8 million between the second quarters of
2000 and 2001. About 45% of this increase was related to fuel consumed by
our company-operated fleet. Per-gallon costs we paid for fuel increased by
4.3% during the second 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 not willing 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 and 2001, we have been
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 24.7%
during the second quarter of 2000 to 22.7% during the comparable 2001
period. Purchased transportation expense includes payments to other service
providers such as railroad companies for intermodal services and to other
motor carriers for linehaul service involving remote locations where 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 11.4%
of freight revenue for the second quarter of 2000 to 11.2% 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 rose from 4.7% of freight revenue during the
second quarter of 2000, to 5.6% for 2001. The increase resulted from a
variety of factors, including but not limited to changes in the frequency of
physical damage losses.
Our income from operations was $856,000 during the second quarter of 2001 as
compared to $1.9 million in the second quarter of 2000.
Interest and other expense, net fell from $745,000 to $661,000 between the
two quarters. Decreased interest costs associated with lower levels of
borrowed funds was the principal factor affecting this decrease.
We earned a pre-tax income of $195,000 during the second quarter of 2001 as
compared to $1,159,000 during the comparable 2000 period.
The provision for income tax was approximately 35% of pre-tax income for
both the second quarters of 2001 and 2000.
First Six Months of 2001 vs. 2000
- ---------------------------------
For the first six months of 2001, revenue from our full-truckload operations
rose by $9.9 million, or 9.1%, while revenue from our LTL operations
declined by $4.9 million, or 10.1%. Excluding the impact of fuel adjustment
charges, freight revenue increased by $2.8 million, or 1.8%.
During the first six months of 2001, as compared to 2000, revenue from our
non-freight segment fell by $8.7 million, or 25.1%. During the first six
months of 2000, our non-freight segment earned an operating profit of $1.1
million, as compared to an operating loss of $15,000 during the comparable
2001 period. Our non-freight segment primarily sells and services trailers
and mobile refrigeration equipment. As demand for trucking services has
slackened during 2001, so too has the demand for equipment used by providers
of such service. This reduction in the demand for the services and products
offered by our non-freight segment was a primary contributor to our total
revenue and consolidated operating profit during the first six months of
2001.
With regard to our freight business, our full-truckload operations have
continued to expand during 2001, while our LTL operation has continued to
contract. Increased competition from logistics outsourcing and freight
consolidators has negatively impacted our penetration of the market for
refrigerated LTL services. Slow or negative growth in the demand for such
services, together with the increased presence of competitors capable of
arranging such services have resulted in a 12.6% decrease in the number of
LTL shipments we transported this year, as compared to 2000. While LTL
operations offer the opportunity to earn higher revenue on a per-mile and
per-hundredweight basis than do full-truckload operations, the level of
investment and fixed costs associated with LTL activities significantly
exceed those of full-truckload activities. Accordingly, as LTL revenue
fluctuates, many costs remain fixed, leveraging the impact from such revenue
fluctuations on operating income. During 2001, as LTL activity and revenue
have declined, many LTL-related costs have remained static. In order to
address this challenge, we are exploring and are implementing a number of
strategies designed to reduce the level of fixed costs associated with our
LTL operations.
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 $14 million as of June 30, 2001. The
unused portion of the company's $50 million revolving credit facility was
approximately $32 million.
During the six months ended June 30, 2001, net cash provided by operating
activities was $3.3 million as compared to $7.5 million in 2000. This
decrease was due primarily to the reduction in our net income as compared to
2000 and the settlement during 2001 of certain accrued liabilities that were
recorded as expenses during prior years.
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 June 30,
2001, working capital was $36.4 million as compared to $42.2 million at June
30, 2000, and $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 June 30, 2001, debt stood at $14 million, which approximated fair
market value. We sponsor a Rabbi Trust for benefit of participants in a
supplemental executive retirement plan. As of June 30, 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 June 30, 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.
<page>
PART II - OTHER INFORMATION
Items 1, 2, 3, 5 and 6 of Part II are omitted due to a lack of updated
information to disclose pursuant to said items.
Item 4. Submission of Matters to Vote of Security Holders
Our annual meeting of shareholders was held on April 26, 2001.
At the meeting, the following persons were elected as directors:
Elected Class I Directors to serve until April 2002:
Edgar O. Weller and Leroy Hallman
Elected Class II Directors to serve until April 2003:
F. Dixon McElwee, Jr., Brian Blackmarr and W. Mike Baggett
Elected Class III Directors to serve until April 2004:
Stoney M. Stubbs, Jr., Charles G. Robertson and
T. Michael O'Connor
These persons comprise all directors of the company.
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 13, 2001 By: /s/Stoney M. Stubbs, Jr.
------------------------------------
Stoney M. Stubbs, Jr.
Chairman of the Board
August 13, 2001 By: /s/F. Dixon McElwee, Jr.
------------------------------------
F. Dixon McElwee, Jr.
Senior Vice President
Principal Financial and
Accounting Officer