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, 1999
--------------
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from
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 3, 1999, 16,338,752 shares of the Registrant's Common Stock, $1.50 par
value, were outstanding.
PART I - FINANCIAL INFORMATION
Page No.
--------
Item l. Financial Statements
Consolidated Condensed Balance Sheets -
March 31, 1999 and December 31, 1998 2
Consolidated Statements of Income -
Three months ended March 31, 1999 and 1998 3
Consolidated Condensed Statements of Cash Flows -
Three months ended March 31, 1999 and 1998 4
Notes to Consolidated Condensed Financial Statements 5
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
Item 3. Quantitative and Qualitative Disclosure about Market Risk 11
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 12
Exhibit 27.1 - Financial Data Schedule 14
1
FROZEN FOOD EXPRESS INDUSTRIES, INC. AND SUBSIDIARIES
Consolidated Condensed Balance Sheets
(In thousands)
(Unaudited)
Mar. 31, Dec. 31,
1999 1998
-------- --------
Assets
Current assets
Cash $ 3,346 $ 6,023
Accounts receivable, net 45,625 43,802
Inventories 16,571 12,575
Tires 5,337 5,276
Other current assets 5,825 3,259
-------- --------
Total current assets 76,704 70,935
Property and equipment, net 66,571 64,405
Other assets 14,473 14,340
-------- --------
$157,748 $149,680
======== ========
Liabilities and Shareholders' Equity
Current liabilities
Trade accounts payable $ 12,954 $ 17,153
Accrued claims liabilities 3,953 3,801
Accrued payroll 4,214 5,759
Other 5,181 4,869
-------- --------
Total current liabilities 26,302 31,582
Long-term debt 13,000 --
Other and deferred credits 20,549 19,821
-------- --------
Total liabilities and deferred credits 59,851 51,403
-------- --------
Shareholders' equity
Common stock 25,921 25,921
Paid-in capital 5,230 5,323
Retained earnings 73,770 73,001
-------- --------
104,921 104,245
Less - Treasury stock 7,024 5,968
-------- --------
Total shareholders' equity 97,897 98,277
-------- --------
$157,748 $149,680
======== ========
See accompanying notes.
2
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,
----------------------------
1999 1998
--------- ---------
Revenue
Freight revenue $73,824 $70,641
Non-freight revenue 14,433 6,870
------- -------
88,257 77,511
------- -------
Costs and expenses
Freight operating expenses
Salaries, wages and related expenses 20,639 18,997
Purchased transportation 16,317 15,648
Supplies and expenses 19,517 19,780
Revenue equipment rent 6,470 5,999
Depreciation 2,696 2,346
Communications and utilities 916 959
Claims and insurance 3,062 2,842
Operating taxes and licenses 1,366 1,282
Gain on sale of equipment (261) (236)
Miscellaneous expense 825 560
------- -------
71,547 68,177
Non-freight costs and operating expenses 14,275 7,177
------- -------
85,822 75,354
------- -------
Income from operations 2,435 2,157
Interest and other expense, net 431 106
------- -------
Income before income tax 2,004 2,051
Provision for income tax 741 656
------- -------
Net income $ 1,263 $ 1,395
======= =======
Net income per share of common stock
Basic $.08 $.08
======= =======
Diluted $.08 $.08
======= =======
Weighted average shares outstanding
Basic 16,439 16,854
======= =======
Diluted 16,610 17,154
======= =======
See accompanying notes.
3
FROZEN FOOD EXPRESS INDUSTRIES, INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Cash Flows
(In thousands)
(Unaudited)
For the Three
Months Ended March 31,
--------------------------------------------
1999 1998
--------------------- ---------------------
Net cash (used in) provided by operating activities $(9,857) $ 607
------- -------
Cash flows from investing activities
Expenditures for property and equipment (4,642) (7,282)
Proceeds from sale of property and equipment 1,170 1,364
Company owned life insurance and other (706) (131)
------- -------
Net cash used in investing activities (4,178) (6,049)
------- -------
Cash flows from financing activities
Borrowings under revolving credit agreement 19,000 --
Payments against revolving credit agreement (6,000) --
Dividends paid (494) (507)
Net treasury stock activity (1,148) (220)
------- -------
Net cash provided by (used in) financing activities 11,358 (727)
------- -------
Net (decrease) in cash and cash equivalents (2,677) (6,169)
Cash and cash equivalents at January 1 6,023 23,318
------- -------
Cash and cash equivalents at March 31 $ 3,346 $17,149
======= =======
See accompanying notes.
4
FROZEN FOOD EXPRESS INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements
March 31, 1999 and 1998
(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 26, 1999, are adequate to make the
information presented not misleading. It is suggested, therefore, that these
statements be read in conjunction with the statements and notes (included, or
incorporated by reference), in the aforementioned report on Form 10-K.
2. FINANCING AND INVESTING ACTIVITIES NOT AFFECTING CASH
-----------------------------------------------------
During the three months ended March 31, 1998, the company funded contributions
to its Employee Savings Plan by 86,671 shares of treasury stock to the Plan
trustee. The fair market value of the transferred shares was $819,000.
3. SHAREHOLDERS' EQUITY
--------------------
As of March 31, 1999 and December 31, 1998, respectively, there were 16,363,000
and 16,904,000 shares of stock outstanding. During both of the quarters ended
March 31, 1999 and 1998, the company declared dividends on the common stock of
three cents per share.
4. COMMITMENTS AND CONTINGENCIES
-----------------------------
The company has accrued for costs related to public liability and work-related
injury claims, some of which involve litigation. The aggregate amount of these
claims is significant. In the opinion of management, these actions can be
successfully defended or resolved, and any additional costs incurred over
amounts accrued will not have a material adverse effect on the company's
financial position, cash flows or results of operations.
5. 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:
1999 1998
------- -------
For the three months ended March 31 170,637 294,000
5
6. 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 three month periods
ended March 31, 1999 and 1998 is as follows (in millions):
March 31,
------------------------------------
1999 1998
----------------- -----------------
Freight Operations
Total Revenue $ 73.8 $ 70.6
Operating Income 2.3 2.5
Total Assets 145.7 137.0
Non-Freight Operations
Total Revenue $ 18.1 $ 10.3
Operating Income .1 (.3)
Total Assets 31.7 16.8
Intercompany Elimination
Revenue $ (3.6) $ (3.4)
Operating Income - -
Assets (19.7) (10.5)
Consolidated
Revenue $ 88.3 $ 77.5
Operating Income 2.4 2.2
Assets 157.7 143.3
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
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-month periods ended March 31, 1999 and 1998.
Three Months
Ended March. 31,
------------------------------------
1999 1998
----------------- -----------------
Salaries, wages and related expense 28.0% 26.9%
Purchased transportation 22.1 22.2
Supplies and expenses 26.4 28.0
Revenue equipment rent 8.8 8.5
Depreciation 3.7 3.3
Claims and insurance 4.1 4.0
Other 3.8 3.6
---- ----
Total freight operating expenses 96.9% 96.5%
==== ====
First Quarter of 1999 vs. 1998
During the first quarter of 1999, revenue increased by 13.9% to $88,257,000 with
freight revenue up $3,183,000 million or 4.5%. Non-freight revenue aggregated
16.4% and 8.9% of total revenue during the first three months of 1999 and 1998,
respectively. Less-than-truckload (LTL) revenue was 1.3% lower and full-
truckload revenue increased by 7.2% as compared to the same period of 1998.
The increase in full-truckload revenue was due primarily to a 2.6% improvement
in the number of shipments transported and a 4.5% increase in average per-
shipment revenue.
During the 1999 first quarter, total LTL hundredweight declined by 6.1%, while
revenue per LTL hundredweight improved by 5.1%.
The 1999 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.
The number of tractors in the fleet of company-operated, full-truckload
equipment rose from approximately 1,230 at the beginning of 1999 to about 1,270
by the end of the first quarter. The number of full-truckload tractors provided
by owner-operators had increased by 25 to 455. At the beginning of 1999, there
were 430 full-truckload tractors provided by owner-operators.
7
Full-truckload activities, which contributed 70% and 68%, respectively, of
freight revenue during the first quarter of 1999 and 1998, 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. The proportion of full-truckload
revenue generated by company-operated trucks during the first quarter of 1999
was 74%, as compared to 75% during the first quarter of 1998. Company-operated
trucks generated 30% of total LTL revenue for both the first quarters of 1999
and 1998.
During the first quarter of 1999, the percent of freight revenue absorbed by
salaries, wages and related expense was 28%, as compared to 26.9% during the
year-ago quarter, due primarily to the increased quantity of employee-driven,
company-operated equipment. Conversely, purchased transportation expense as a
percent of freight revenue fell from 22.2% in the first quarter of 1998 to
1999's 22.1%. This decrease was due primarily to the proportional increase in
the quantity of shipments transported by company-operated tractors.
Per-gallon fuel costs paid by the company decreased by 10% during the first
quarter of 1999 as compared to 1998. Due to a variety of factors, fuel price
volatility does not significantly impact the company's cost structure or
profitability. 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.
The sum of revenue equipment rent and depreciation rose by 9.8% during 1999's
first quarter to $9,166,000. This increase is the result of increases in the
quantities of company-owned tractors and trailers.
Claims and insurance expense rose from 4% of freight revenue during the first
quarter of 1998, to 4.1% for 1999. The increase resulted from a variety of
factors, including but not limited to an increase in the frequency of physical
damage losses.
Income from operations rose by 12.9% during the first quarter of 1999 as
compared to 1998.
Interest and other expense, net rose from $106,000 to $431,000 between the two
quarters. Reduced interest income on cash equivalents was the principal factor
affecting this net increase.
Pre-tax income fell by 2.3% during the first quarter of 1999 as compared to
1998.
The provision for income tax was 37% of pre-tax income for the first quarter of
1999, as compared to 32% for 1998. The higher 1998 effective income tax rate is
primarily attributable to reduced permanent tax savings resulting from the COLI
program. Recent legislation limits future deductibility of interest expenses
associated with COLI programs. During 1998, the Internal Revenue Service
indicated that it will attempt to retroactively limit COLI interest deductions
to amounts which are less than the levels apparently allowed by the recent
legislation. Due to these uncertainties, the company's effective tax rate has
increased.
8
LIQUIDITY AND CAPITAL RESOURCES
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, with regard to non-freight operations inventory
are present. The company had long-term debt of $13,000,000 as of March 31,
1999. The unused portion of the company's $50,000,000 revolving credit facility
was approximately $32 million.
Net cash used in by operating activities was $9.9 million and cash provided by
operating activities was $607,000 for the three months ending March 31, 1999 and
1998, respectively. This change was primarily attributable to increased
inventories related to the company's non-freight business, the timing of certain
payments to vendors during the quarters and other fluctuations in other
components of working capital.
Net capital expenditures were $3.5 million and $5.9 million for the three months
ended March 31, 1999 and 1998, respectively.
The company believes that its current cash position, funds from operations, and
the availability of funds under its credit agreements will be sufficient to meet
anticipated liquidity requirements for the next twelve months. At March 31,
1999, working capital was $50.4 million as compared to $39.4 million at December
31, 1998.
YEAR 2000
The company is aware of the potential problems associated with existing
information technology systems ("IT systems") as the millennium year (Year 2000)
approaches. The company's exposure to such problems does not involve significant
date-sensitive financial computations. Rather, problems may occur with regard
to IT systems and the impact erroneous dates may have on core business operating
activities such as the company's ability to process customer orders, track and
manage equipment, and generate customer invoices. Disruptions in any such
activity could have a significant negative impact on the company's ability to
conduct its routine business operations. New systems are being developed based
on more current technology, which address the issues associated with the
millennium year. Accordingly, it is not practicable to isolate the portion of
"new" system development costs, which are specifically associated with the Year
2000 ("Y2K") problem. Such development costs have, to date, been financed by
internally generated funds. Incremental costs associated with the development
effort have been capitalized by the company and will be amortized against post-
conversion income.
The company also uses a variety of assets that are operated by or reliant upon
non-information technology systems ("non-IT systems"), such as equipment or
refrigeration systems that contain embedded technology. Modification or
replacement would be necessary for proper performance of any IT or non-IT system
that is unable to properly interpret and process the Y2K.
STATE OF READINESS. The company is actively engaged in the process of
evaluating the status of the company's systems for Y2K compliance. In addition,
the company will verify the Y2K compliance of third parties with whom the
company has a material relationship, such as customers, suppliers and service
providers such as financial institutions. The first phase, evaluating the
company's systems, is substantially complete. The second phase, evaluating third
party systems, was commenced in the third quarter of 1998 and is expected to be
substantially completed during the first half of 1999. To date, no significant
Y2K problems have been identified by these evaluations.
9
The failure of any internal non-IT system to become timely compliant for Y2K is
not expected to have a material effect on the business, operations or financial
condition of the company. Nevertheless, the company will continue to take steps
to modify or replace all non-IT systems that are not Y2K compliant during the
1999 calendar year. The cost of such conversions is not expected to be
material.
During the first quarter of 1999, the company began converting from its non-Y2K
compliant mainframe system, which had been in place for several years, to a
newer technology which is believed to be substantially Y2K compliant.
Completion of the conversion is expected during the second quarter of 1999. The
new system is continually evaluated with respect to Y2K compliance. These
evaluations are conducted by internal as well as external persons with requisite
evaluation skills. To date, no significant Y2K problems have been identified by
these evaluations.
The new system is expected to improve and standardize company processes and
apply technology to reduce operating costs. This project centers around
modifications to software procured from third party systems vendors. The new IT
system and related processes are also expected to enhance the Company's
competitive position by improving customer service, pricing strategies and
logistics management.
The company has reviewed its telecommunications systems with its third party
providers and has been assured that they are or will be Y2K compliant. The
company is also assessing the requirements to make Y2K compliant all third party
IT-system software used in desktop computers. These costs are not expected be
material to the company.
COSTS TO ADDRESS YEAR 2000 ISSUES. The company has projected $10 million for
the cost of the system project. As of March 31, 1999, approximately $9 million
has been expended.
RISKS TO THE COMPANY FOR Y2K ISSUES. The mostly likely worst case scenario to
the company associated with its Y2K compliance efforts would be the failure of
the project to be completed by June, 1999. It is not feasible at this time to
predict the impact, if any, on the company's financial condition or results of
operations as a result of this scenario. However, management believes that the
implementation of its contingency plan could be achieved with minimal to
moderate disruption to the business and operations of the company.
CONTINGENCY PLAN. If the new IT system is not implemented by June, 1999, the
company will execute its contingency plan to meet a deadline of December 31,
1999. The scenario would require the company to make modifications to the
mainframe system and other currently operating systems. Additionally, the
company is considering alternatives such as manually processing certain
transactions and outsourcing certain data processing functions. The cost of the
mainframe upgrade would be material and could be completed by the required
deadline.
OUTLOOK
Certain statements contained in this Report on Form 10-Q, including statements
regarding the anticipated development and expansion of 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 and other statements
contained herein regarding matters that are not historical facts, are
"forward-looking" statements (as such term is defined in the Private Securities
Litigation Reform Act of 1995). 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 demand for the company's services and products, which may be affected
by, among other things, competition, weather conditions and the general economy,
the availability and cost of labor, equipment, fuel and supplies, the impact of
changes in the tax and regulatory environment in which
10
the company operates, operational risks and insurance, risks associated with the
technologies and systems used and being developed by the company and the other
risks and uncertainties described in the company's Annual Report on Form 10-K
which was filed with the Commission on March 26, 1999.
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
As of March 31, 1999, long-term stood at $13 million, which approximates fair
market value. No short-term debt was present. Also as of March 31, 1999, 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.
11
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27.1 Financial Data Schedule
(b) No reports on Form 8-K were filed during the quarter ended
March 31, 1999.
12
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 14, 1999 By: /s/Stoney M. Stubbs, Jr.
------------------------
Stoney M. Stubbs, Jr.
Chairman of the Board
May 14, 1999 By: /s/F. Dixon McElwee, Jr.
------------------------
F. Dixon McElwee, Jr.
Senior Vice President
Principal Financial and
Accounting Officer
13