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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[ X] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended DECEMBER 31, 1996
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 0-27288
EAGLE USA AIRFREIGHT, INC.
(Exact name of registrant as specified in its charter)
TEXAS 76-0094895
--------------------------------------------------- --------------------------------------------------
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number)
3214 LODESTAR, HOUSTON, TEXAS 77032
(281) 821-0300
- ------------------------------------------------------------------------------------------------------------------------
(Address of Principal Executive Offices, Including Registrant's Zip Code, and 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 (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
----- -----
The number of shares of the registrant's common stock as of February 10, 1997:
17,609,285 shares.
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EAGLE USA AIRFREIGHT, INC.
INDEX TO FORM 10-Q
PAGE
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheet as of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
December 31, 1996 and September 30, 1996 (unaudited)
Condensed Consolidated Statement of Income for the Three . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Months ended December 31, 1996 and 1995 (unaudited)
Condensed Consolidated Statement of Cash Flows for . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
the Three Months ended December 31, 1996 and 1995 (unaudited)
Condensed Consolidated Statement of Shareholders' . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Equity for the Three Months ended December 31, 1996 (unaudited)
Notes to Condensed Consolidated Financial Statements (unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
PART II. OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
INDEX TO EXHIBITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
2
3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
EAGLE USA AIRFREIGHT, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(UNAUDITED)
(IN THOUSANDS, EXCEPT PAR VALUES)
December 31, September 30,
1996 1996
---------------- ---------------
Assets
------
Current assets:
Cash and cash equivalents $ 21,571 $ 26,696
Short-term investments 7,362 3,409
Accounts receivable - trade, net 38,313 30,379
Prepaid expenses and other 1,530 2,290
--------------- --------------
Total current assets 68,776 62,774
Property and equipment, net 9,958 8,333
Other assets 635 622
--------------- --------------
$ 79,369 $ 71,729
=============== ==============
Liabilities and Shareholders' Equity
------------------------------------
Current liabilities:
Accounts payable - trade $ 2,705 $ 2,459
Accrued transportation costs 12,026 10,818
Other current liabilities 8,787 8,010
--------------- --------------
Total current liabilities 23,518 21,287
--------------- --------------
Long-term indebtedness
--------------- --------------
Shareholders' equity:
Preferred Stock, $0.001 par value, 10,000 shares
authorized
Common stock, $0.001 par value, 30,000 shares
authorized, 17,570 and 17,492 shares issued 18 17
Additional paid-in capital 40,018 39,124
Retained earnings 15,815 11,301
--------------- --------------
55,851 50,442
--------------- --------------
$ 79,369 $ 71,729
=============== ==============
See notes to unaudited condensed consolidated financial statements.
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4
EAGLE USA AIRFREIGHT, INC.
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Three Months Ended
December 31,
------------------------------
1996 1995
------------- -------------
Revenues $ 67,586 $ 40,698
Cost of transportation 38,071 23,129
------------ -------------
29,515 17,569
------------ -------------
Operating expenses:
Personnel costs 14,288 8,627
Other selling, general and administrative expenses 8,029 4,683
------------ -------------
22,317 13,310
------------ -------------
Operating income 7,198 4,259
------------ -------------
Interest income 273 163
Interest expense (131)
------------ --------------
Nonoperating income 273 32
------------ -------------
Income before provision for income taxes 7,471 4,291
Provision for income taxes 2,957 803
------------ -------------
Net income $ 4,514 $ 3,488
============ =============
Pro forma information:
Net income - as reported $ 3,488
Pro forma charge in lieu of income taxes (Note 2) 945
-------------
Pro forma net income $ 2,543
=============
Weighted average common and common equivalent
shares outstanding 18,468 16,148
============ =============
Net income per share (Note 3) $ 0.24 $ 0.16
============ =============
See notes to unaudited condensed consolidated financial statements.
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5
EAGLE USA AIRFREIGHT, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
Three Months Ended
December 31,
--------------------------------
1996 1995
---------- ---------------
Cash flows from operating activities $ 724 $ 638
----------- --------------
Cash flows from investing activities:
Purchase of investments (3,953) (4,991)
Maturity of investments 2,485
Acquisition of property and equipment, net (2,002) (2,489)
Repayment of advances to shareholders 704
----------- --------------
Net cash used by investing activities (5,955) (4,291)
----------- --------------
Cash flows from financing activities:
Payments on indebtedness (2,068)
Proceeds from indebtedness 1,800
Issuance of common stock, net of related costs 34,592
Proceeds from exercise of stock options 106
Payments on shareholder distribution notes (8,209)
Distributions to shareholders (2,000)
----------- --------------
Net cash provided by financing activities 106 24,115
----------- --------------
Net increase (decrease) in cash and cash equivalents (5,125) 20,462
Cash and cash equivalents, beginning of period 26,696 179
----------- --------------
Cash and cash equivalents, end of period $ 21,571 $ 20,641
=========== ==============
See notes to unaudited condensed consolidated financial statements.
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6
EAGLE USA AIRFREIGHT, INC.
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(UNAUDITED)
(IN THOUSANDS)
COMMON STOCK ADDITIONAL
------------------------------ PAID-IN RETAINED
SHARES AMOUNT CAPITAL EARNINGS TOTAL
------ ------ ------------- ------------- --------
Balance at September 30, 1996 17,492 $ 17 $ 39,124 $ 11,301 $ 50,442
Exercise of stock options 78 1 105 106
Tax benefit from exercise of stock
options 789 789
Net income 4,514 4,514
-------------- ------------- ------------- ------------- -------
Balance at December 31, 1996 17,570 $ 18 $ 40,018 $ 15,815 $55,851
============== ============= ============= ============= =======
See notes to unaudited condensed consolidated financial statements.
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EAGLE USA AIRFREIGHT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
The accompanying unaudited condensed consolidated financial statements
have been prepared by Eagle USA Airfreight, Inc. (the Company) in accordance
with the rules and regulations of the Securities and Exchange Commission (the
SEC) for interim financial statements and accordingly do not include all
information and footnotes required under generally accepted accounting
principles for complete financial statements. The financial statements have
been prepared in conformity with the accounting principles and practices
disclosed in, and should be read in conjunction with, the annual financial
statements of the Company included in the Company's Annual Report on Form 10-K
(File No. 0-27288). In the opinion of management, these interim financial
statements contain all adjustments (consisting only of normal recurring
adjustments) necessary for a fair presentation of the Company's financial
position at December 31, 1996 and the results of its operations for the three
months ended December 31, 1996 and 1995. Results of operations for the three
months ended December 31, 1996 are not necessarily indicative of the results
that may be expected for the fiscal year ending September 30, 1997.
NOTE 1- ORGANIZATION, OPERATIONS, AND SIGNIFICANT ACCOUNTING POLICIES:
Eagle USA Airfreight, Inc. (the Company) was organized in 1984 to
provide ground and air freight forwarding services. The Company maintains
operating facilities throughout the United States and one recently opened
facility in Canada. The Company operates in one principal industry segment.
On December 6, 1995, the Company completed an underwritten initial
public offering (the IPO) of 2,000 (pre split) shares of common stock at a
price to the public of $16.50 (pre split) per share. In connection with the
offering, the underwriters fully exercised an over-allotment option of 300 (pre
split) shares. Proceeds to the Company after deducting underwriting discounts,
commissions and offering costs were approximately $34,559. A portion of the
proceeds were used to retire debt and make distributions to shareholders. The
remaining proceeds have and may continue to be used for general corporate
purposes, including acquisitions and working capital.
Also in connection with the initial public offering, the Company
acquired from its Chairman of the Board the interests of Eagle Freight
Services, Inc., C&D Freight Services of California, Inc., Eagle USA
Transportation Services, Inc., Freight Services Management, Inc. and Eagle USA
Import Brokers, Inc. which were previously owned by the Company's principal
shareholder in exchange for 223 shares of newly issued common stock of the
Company. The accounts of each subsidiary have been consolidated as if
wholly-owned as of the beginning of each period presented.
NOTE 2 - INCOME TAXES:
Effective October 1, 1992, the Company elected to be treated as an S
Corporation for federal income tax purposes. On December 4, 1995, shortly
prior to the consummation of the initial public offering, the Company's S
Corporation status was terminated and, accordingly, the Company became liable
for federal income taxes on taxable income generated prospectively and for
cumulative temporary differences between income for financial and tax reporting
purposes at the date of the termination. At that time, the Company recorded a
net deferred tax asset and charged additional paid-in capital to recognize the
effect of its conversion to C Corporation status pursuant to Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes" (FAS
109).
The pro forma charge in lieu of income taxes for the period ended
December 31, 1995 represents the estimated federal income taxes that would have
been reported under FAS 109 had the Company been a C Corporation prior to
December 4, 1995.
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EAGLE USA AIRFREIGHT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
NOTE 3 - NET INCOME PER COMMON AND COMMON EQUIVALENT SHARE:
On July 8, 1996, the Board authorized a two-for-one stock split,
effected in the form of a stock dividend, payable August 1, 1996 to
shareholders of record on July 24, 1996. All references in the financial
statements to earnings per share information have been retroactively restated
to reflect the split. The stock split resulted in the issuance of 8,673 new
shares of common stock.
Net income per share is computed by using the weighted average number
of common and common stock equivalent shares outstanding during the period.
Common stock equivalents include the number of shares issuable upon exercise of
stock options less the number of shares that could have been repurchased with
the exercise proceeds and related tax benefits using the treasury stock method.
For purposes of the net income per share computation, the two-for-one
stock split and the shares issued to the Company's Chairman of the Board in
connection with the acquisition of his interests in the Company's subsidiaries
have been treated as if they had been effective and outstanding as of the
beginning of each period presented.
The number of shares used in the computation were determined as
follows:
THREE MONTHS ENDED
DECEMBER 31,
------------------------
1996 1995
------- -------
Weighted average number of common shares outstanding 17,527 13,282
Common stock equivalents 941 1,408
Effect of shares issued to the Company's Chairman of the Board 446
Number of shares sold by the Company to fund pre-IPO
S Corporation distributions 1,012
------- -------
18,468 16,148
======= ======
For the period ended December 31, 1995, net income per share includes
a pro forma charge in lieu of income taxes of $945 which represents the
estimated federal income taxes that would have been reported had the Company
been a C Corporation prior to December 4, 1995.
NOTE 4- NEW ACCOUNTING PRONOUNCEMENTS:
Effective October 1, 1996, the Company adopted the provisions of
Statement of Financial Accounting Standard No. 121 (FAS 121), "Accounting for
Impairment of Long-Lived Assets and for Assets to be Disposed Of". The
adoption of FAS 121 did not have a material effect on the Company's financial
position or results of operations.
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9
EAGLE USA AIRFREIGHT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
Effective October 1, 1996, the Company adopted the provisions of
Statement of Financial Accounting Standard No. 123 (FAS 123), "Accounting for
Stock-Based Compensation". The adoption of FAS 123 did not have a material
effect on the Company's financial position or results of operations. Upon
adoption of FAS 123, the Company continues to measure compensation expense for
its stock-based employee compensation plan using the intrinsic-value method
prescribed by APB Opinion No. 25, "Accounting for Stock Issued to Employees",
and will provide pro forma disclosures of net income and earnings per share as
if the fair value-based method prescribed by FAS 123 had been applied in
measuring compensation expense.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following is management's discussion and analysis of certain
significant factors which have affected certain aspects of the Company's
financial position and operating results during the periods included in the
accompanying unaudited condensed consolidated financial statements. This
discussion should be read in conjunction with the discussion under
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the annual financial statements included in the Company's
Annual Report on Form 10-K (File No. 0-27288) and the accompanying unaudited
condensed consolidated financial statements.
General
The Company's revenues have increased to $185.4 million in the fiscal
year ended September 30, 1996 from $83.3 million in the fiscal year ended
September 30, 1994, and its operating income has increased to $17.8 million in
fiscal 1996 from $5.9 million in fiscal 1994. The Company's recent growth has
been generated almost exclusively by increasing the number of terminals
operated by the Company and growth in revenue produced by existing terminals.
The opening of a new terminal generally has an initial negative impact on
profitability due to operating losses of the new terminal. The opening of a
new terminal generally does not require significant capital expenditures.
Additionally, personnel costs are contained at the time of the opening of a new
terminal because commissions are generally not paid until salesmen achieve
minimum sales levels and until managers achieve terminal profitability.
Although future new terminals may be opened in cities smaller than those in
which the Company's more mature terminals are located, the Company believes the
results of new terminals should benefit from a ready base of business provided
by its existing customers.
The Company intends to continue to expand its international freight
forwarding business. International shipments typically generate higher
revenues per shipment than domestic shipments. The Company anticipates that
the costs of transportation for international freight will be higher than for
domestic freight as a percentage of such revenues, resulting in lower gross
margins than domestic shipments; however, the Company does not expect its
operating expenses to increase in proportion to such revenues. The Company
also intends to continue the growth of its local pick- up and delivery
operations. By providing local pick-up and delivery services with respect to
shipments for which it is the freight forwarder, the Company has been able to
increase its gross margin with respect to such shipments because its costs to
provide such services are less than the third-party charges it previously paid.
However, the Company's local pick-up and delivery services provided to other
(non-forwarding) customers generate a lower gross margin than the Company's
domestic forwarding operations due to their higher transportation costs as a
percentage of revenues.
One of the Company's principal customers, Compaq Computer Corporation
(Compaq), accounted for 13.5% and 8.8% of the Company's revenues for the fiscal
years ended September 30, 1995 and 1996, respectively. Compaq has recently
solicited bids for a multi-year contract
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10
EAGLE USA AIRFREIGHT, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (CONTINUED)
involving its domestic airfreight shipping business from several companies,
including the Company, and it is expected that Compaq will name one or more of
these companies as its shippers in the near future. There can be no assurance
as to what, if any, portion of such business the Company will receive.
Three Months Ended December 31, 1996 compared to the Three Months Ended
December 31, 1995.
Revenues increased 66.1% to $67.6 million in the first three months of
fiscal 1997 from $40.7 in the same period of fiscal 1996 primarily due to
increases in the number of shipments and the total weight of cargo shipped,
which in turn resulted primarily from an increase in the number of terminals
open during such period, an increase in penetration in existing markets and the
addition of significant national account customers. Operating data for the
period were as follows:
Three Months Ended December 31,
-------------------------------
1996 1995
----- ----
Freight forwarding terminals at end of period 51 37
Local delivery terminals at end of period 33 17
Freight forwarding shipments 184,816 111,261
Average weight per freight forwarding shipment 543 625
For those freight forwarding terminals opened as of the beginning of
fiscal 1996 (37 terminals), revenues increased 51.6% to $57.3 million for the
three months ended December 31, 1996 from $37.8 million for the three months
ended December 31, 1995.
Revenues for the three months ended December 31, 1996 were comprised of
$63.9 million of forwarding revenues, $3.5 million of local pick and delivery
revenues and $200,000 of other freight forwarding service revenues, as compared
to $37.9 million, $2.7 million and $100,000, respectively, for the three months
ended December 31, 1995.
Cost of transportation decreased during the quarter as a percentage of
revenues to 56.3% from 56.8% in the comparable period in fiscal 1996. The
decrease was primarily attributable to the continued expansion of the local
pick up and delivery operations, enabling the Company to capture margins
previously paid to third parties. Cost of transportation increased in absolute
terms by 64.6% to $38.1 million in the fiscal 1997 quarter from $23.1 million
in the fiscal 1996 quarter as a result of increases in air freight shipped.
Gross margin increased to 43.7% in the first quarter of fiscal 1997 from 43.2%
in the same period in fiscal 1996. Gross profit increased 68% to $29.5 million
in the first quarter of fiscal 1997 from $17.6 million in the same period in
fiscal 1996.
Operating expenses increased as a percentage of revenues to 33.0% in the
first three months of fiscal 1997 from 32.7% for the same period in fiscal
1996. The $9.0 million increased costs in absolute terms was attributable
primarily to continued growth in the level of operations from additional
terminals and expansion of local delivery operations. Personnel costs
decreased slightly as a percentage of revenues to 21.1% in the first three
months of fiscal 1997 from 21.2% in the same period in fiscal 1996, and
increased in absolute terms by 65.6% to $14.3 million due to increased staffing
needs associated with the opening of 14 new terminals, expanded operations at
existing terminals and increased revenues, which resulted in an increase in
commissions. Such costs include all compensation expenses, including those
relating to sales commissions and salaries and to headquarters employees and
executive officers. Other selling, general and administrative expenses
increased as a percentage of revenues to 11.9% in the first quarter of fiscal
1997 from 11.5% in the first quarter of fiscal 1996, and increased in absolute
terms by 71.4% to $8.0 million in the fiscal 1997 period from $4.7 million in
the fiscal 1996 period. In the first quarter of fiscal 1997, selling expenses
as a percentage of revenues decreased by 0.4% and other general and
administrative expenses as a percentage of revenues increased by 0.8% compared
to the first quarter of
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EAGLE USA AIRFREIGHT, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (CONTINUED)
fiscal 1996. The increases in selling, general and administrative expenses
were due to overall increases in the level of the Company's activities in the
fiscal 1997 period.
Operating income increased 69.0% to $7.2 million in the first quarter of
fiscal 1997 from $4.3 million in the comparable period in fiscal 1996.
Operating margin for the quarter ended December 31, 1996 was 10.7%, up from
10.5% for the three months ended December 31, 1995.
Interest income increased to $273,000 from $163,000 as a result of
increased levels of investments resulting from the initial public offering
proceeds received during the fiscal 1996 quarter. Interest expense was zero
for the first quarter of fiscal 1997 versus $131,000 in the comparable period
in fiscal 1996. The interest expense in the first quarter of fiscal 1996 was
associated with the promissory notes distributed to the Company's S
Corporation shareholders and short-term borrowings on the revolving line of
credit. These debts were retired with a portion of the net proceeds of the
initial public offering.
Income before provision for income taxes increased 74.1% to $7.5 million
for the first quarter of fiscal 1997 from $4.3 million in the comparable period
of fiscal 1996. Provision for income taxes increased 268.2% to $3.0 million
for the three months ended December 31, 1996 from $803,000 for the three months
ended December 31, 1995. A portion of the increase in provision for income
taxes was from the termination of the S Corporation status shortly prior to the
initial public offering on December 6, 1995, at which time Eagle USA
Airfreight, Inc. began accruing federal income taxes. Federal income taxes had
previously been paid by the Company's subsidiaries. Net income increased 29.4%
to $4.5 million in the first quarter of fiscal 1997 from net income of $3.5
million in the same period in fiscal 1996 and increased 77.5% from pro forma
net income of $2.5 million in the first quarter of fiscal 1996, which reflects
a charge for the payment of federal income taxes. Net income per share
increased 50% to $0.24 per share for the quarter ended December 31, 1996 from
$0.16 in the same period in fiscal 1996 even with the increase in shares
outstanding as a result of the initial public offering.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash and short-term investments decreased $1.2 million to
$28.9 million at December 31, 1996 from $30.1 million at September 30, 1996.
At December 31, 1996, the Company had working capital of $45.3 million and a
current ratio of 2.92 compared to working capital of $41.5 million and a
current ratio of 2.95 at September 30, 1996. The Company's working capital has
increased primarily as a result of the proceeds from the Company's initial
public offering, profitable growth associated with the expansion of the
Company's operations and the resultant increase in accounts receivable and
payable. Capital expenditures for the period ended December 31, 1996 were
approximately $2.0 million. The Company believes that cash flow from
operations, its $10 million credit facility and the remaining proceeds from the
initial public offering will be adequate to support its normal working capital
and capital expenditures requirements for at least the next 12 months.
Other than its initial public offering, the Company's cash generated
from operations has been its primary source of liquidity, although it has from
time to time made limited use of bank borrowing and lease purchase
arrangements. The Company has a $10 million revolving credit facility with
NationsBank of Texas, N.A. As of December 31, 1996, no amounts were
outstanding under this credit facility. The borrowing base under the credit
facility is equal to 80% of eligible accounts receivable and was approximately
$28.8 million as of December 31, 1996. Borrowings under the credit facility
bear interest, at the Company's option, at the bank's prime rate or LIBOR plus
an interest margin based on leverage ratios. The credit facility expires and
borrowings under the credit facility are due in January 1998. Borrowings under
the credit facility are collateralized by substantially all of the Company's
inventory and accounts receivable. The credit facility's covenants restrict
the incurrence of other debt in an amount exceeding $1 million, include
restrictions on liens, investments
11
12
EAGLE USA AIRFREIGHT, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (CONTINUED)
and acquisitions, require the maintenance of minimum net worth, a fixed charge
coverage ratio and a leverage ratio and restrict the payment of dividends to
25% of the Company's cumulative net worth generated after the date of the
initial public offering. The Company expects to retain all available earnings
generated by its operations for the development and growth of its business and
does not anticipate paying any cash dividends on its Common Stock in the
foreseeable future.
The Company made distributions of cash and/or notes to its pre-IPO
shareholders of $14.6 million and $2.7 million during the fiscal years ended
September 30, 1995 and 1996, respectively. Prior to the closing of the IPO,
the Company paid a series of distributions of cash and notes in an amount
estimated to equal to all of its previously undistributed S Corporation
earnings.
As of December 31, 1996, the Company had outstanding non-qualified stock
options to purchase an aggregate of 2,231,845 shares of Common Stock at
exercise prices equal to the fair market value of the underlying Common Stock
on the dates of grant (prices ranging from $1.25 to $27.75). At the time a
non-qualified stock option is exercised, the Company will generally be entitled
to a deduction for federal and state income tax purposes equal to the
difference between the fair market value of the common stock on the date of
exercise and the option price. As a result of exercises for the three months
ended December 31, 1996 of non-qualified stock options to purchase an
aggregate of 78,282 shares of Common Stock, the Company is entitled to a
federal income tax deduction of approximately $2.0 million. Assuming an
effective tax rate of 40%, the Company expects to realize a tax benefit of
approximately $789,000 with respect to the three months ended December 31,
1996, accordingly, the Company recorded such an increase in additional paid-in
capital and a decrease in current income taxes payable pursuant to the
provisions of FAS No. 109, "Accounting for Income Taxes." Any exercises for
non-qualified stock options in the future at exercise prices below the then
fair market value of the common stock may also result in tax benefits for the
difference between such amounts, although there can be no assurance as to
whether or not such exercises will occur, the amount of any deductions or the
Company's ability to fully utilize such tax deductions.
On January 10, 1997, the Company entered into a five year operating
lease agreement with two unrelated parties for financing the construction of its
Houston terminal, warehouse and headquarters facility (the Houston facility).
Estimated costs of the Houston facility are $8.0 million. Under the terms of
the lease agreement, average monthly lease payments are approximately $59,000
(including monthly interest costs based upon the LIBOR rate plus 200 basis
points) beginning October 1, 1997 through January 2, 2002 with a balloon payment
equal to the outstanding lease balance (initially equal to the cost of the
facility) due on January 2, 2002. The Company has an option, exercisable at any
time during the lease term, and under certain circumstances may be obligated, to
acquire the facility for an amount equal to the outstanding lease balance. In
the event the Company does not exercise the purchase option, it is subject to a
deficiency payment computed as the amount equal to the outstanding lease balance
minus the then current fair market value of the Houston facility.
On January 24, 1997, the Company filed a Registration Statement on Form
S-3, as amended (Registration No. 333- 20211), for the public offering of
1,547,758 shares of common stock by Daniel S. Swannie (the selling
shareholder), a former executive officer and director of the Company. On
February 12, 1997, the offering price to the public for these shares was
established at $28.25 per share. The Company will not receive any proceeds
from the sale of shares by the selling shareholder. In connection with the
offering, the Company granted to the underwriters an option to purchase up to
an aggregate of 232,164 additional shares for the purpose of covering
over-allotments. If the over-allotment option is exercised, net proceeds to be
received by the Company will be used for general corporate purposes, although
there can be no assurance as to whether such exercise will occur or the amount
of any such proceeds. Mr. Swannie has agreed to reimburse the Company for all
of its out-of-pocket expenses incurred in connection with this offering up to a
maximum of $400,000 as well as to make payment to the Company (in lieu of
estimated internal costs relating to this offering) of $375,000 upon the
closing of this offering and $187,500 in certain circumstances in which this
offering is terminated.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS, NONE
ITEM 2. CHANGES IN SECURITIES, NONE
ITEM 3. DEFAULTS UPON SENIOR SECURITIES, NONE
ITEM 4. SUBMISSION OF MATTERS OF A VOTE OF SECURITY-HOLDERS, NONE
ITEM 5. OTHER INFORMATION
FORWARD LOOKING STATEMENTS
The statements contained in all parts of this document, including,
but not limited to, those relating to the Company's plans for
international air freight forwarding services; the future
expansion and results of the Company's terminal network; plans for
local delivery services; construction of new facilities; future
operating expenses; future margins; future dividend plans; ability
to continue growth and implement growth and business strategy; the
ability of expected sources of liquidity to support working
capital and capital expenditure requirements; the tax benefit of
any stock option exercises; and any other statements regarding
future growth, cash needs, terminals, operations, business plans
and financial results and other statements which are not
historical facts are forward-looking statements. When used in
this documents, the words "anticipate," "estimate," "expect,"
"may," "project," and similar expressions are intended to be among
the statements that identify forward-looking statements. Such
statements involve risks and uncertainties, including, but not
limited to, those relating to the Company's dependence on its
ability to attract and retain skilled managers and other
personnel; the intense competition within the freight industry;
the uncertainty of the Company's ability to manage and continue
its growth and implement its business strategy; the Company's
dependence on the availability of cargo space to serve its
customers; the potential for liabilities if certain independent
owner/operators that serve the Company are determined to be
employees; effects of regulation; results of litigation; the
Company's vulnerability to general economic conditions and
dependence on its principal customers; the control by the
Company's principal shareholder; the Company's potential exposure
to claims involving its local pick-up and delivery operations; the
Company's future financial and operating results, cash needs and
demand for its services; and the Company's ability to maintain and
comply with permits and licenses; as well as other factors
detailed in the Company's filings with the Securities and Exchange
Commission. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect,
actual outcomes may vary materially from those indicated.
RESIGNATION OF OFFICER
Daniel S. Swannie resigned as an executive officer of the Company
on October 17, 1996 and as a director of the Company on December
27, 1996. Prior to his resignation, Mr. Swannie had been Chief
Operating Officer of the Company since 1990 and had served as a
director of the Company since May 1995.
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K:
(A) EXHIBITS.
*3(i) Second Amended and Restated Articles of Incorporation
of the Company (Exhibit 3.1 to the Company's
Registration Statement on Form S-1 (Registration No.
33-97606)).
*3(ii) Amended and Restated Bylaws of the Company, as
amended (Exhibit 3.2 to the Company's Registration
Statement on from S-1 (Registration No. 33-97606)).
10 Lease and Development Agreement dated as of January
10, 1997 between Asset XI Holdings Company, L.L.C.
and the Company.
11 Computation of Per Share Earnings.
27 Financial Data Schedule
- ------------------
* Incorporated by reference as indicated.
(B) NO REPORTS ON FORM 8-K WERE FILED DURING THE QUARTER ENDED
DECEMBER 31, 1996.
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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.
EAGLE USA AIRFREIGHT, INC.
-----------------------------
(Registrant)
Date: February 14, 1997 BY: /s/ JAMES R. CRANE
----------------------------- -----------------------------
James R. Crane
President
Date: February 14, 1997 BY: /s/ DOUGLAS A. SECKEL
----------------------------- -----------------------------
Douglas A. Seckel
Chief Financial Officer
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INDEX TO EXHIBITS
EXHIBITS DESCRIPTION
- -------- -----------
*3(i) Second Amended and Restated Articles of Incorporation of the
Company (Exhibit 3.1 to the Company's Registration Statement
on Form S-1 (Registration No. 33-97606)).
*3(ii) Amended and Restated Bylaws of the Company, as amended
(Exhibit 3.2 to the Company's Registration Statement on Form
S-1 (Registration No. 33-97606)).
10 Lease and Development Agreement dated as of January 10, 1997
between Asset XI Holdings Company, L.L.C. and the Company.
11 Computation of Per Share Earnings.
27 Financial Data Schedule
- -------------------
*Incorporated by reference as indicated.
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