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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 MARCH 31, 1998
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 (I.R.S. Employer
of Incorporation or Organization) Identification Number)
15350 VICKERY DRIVE, HOUSTON, TEXAS 77032
(281) 618-3100
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(Address of Principal Executive Offices, Including Registrant's
Zip Code, and Telephone Number, Including Area Code)
3214 LODESTAR, HOUSTON, TEXAS 77032
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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 April 30, 1998:
19,043,330 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
March 31, 1998 (unaudited) and September 30, 1997 (audited)
Condensed Consolidated Statement of Income for the Six ................. 4
Months ended March 31, 1998 and 1997 (unaudited)
Condensed Consolidated Statement of Income for the Three ............... 5
Months ended March 31, 1998 and 1997 (unaudited)
Condensed Consolidated Statement of Cash Flows for ..................... 6
the Six Months ended March 31, 1998 and 1997 (unaudited)
Condensed Consolidated Statement of Shareholders' ...................... 7
Equity for the Six Months ended March 31, 1998 (unaudited)
Notes to Condensed Consolidated Financial Statements (unaudited) ....... 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS ...................................... 10
PART II. OTHER INFORMATION ............................................... 17
SIGNATURES ............................................................... 20
INDEX TO EXHIBITS ........................................................ 21
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3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
EAGLE USA AIRFREIGHT, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(IN THOUSANDS, EXCEPT PAR VALUES)
March 31, September 30,
1998 1997
(unaudited) (audited)
----------- -------------
Assets
Current assets:
Cash and cash equivalents $ 39,807 $ 25,107
Short-term investments 8,178 2,679
Accounts receivable - trade, net 50,505 54,662
Prepaid expenses and other 3,406 4,557
----------- -------------
Total current assets 101,896 87,005
Property and equipment, net 16,970 14,090
Other assets 5,556 5,776
----------- -------------
$ 124,422 $ 106,871
=========== =============
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable - trade $ 7,196 $ 7,757
Accrued transportation costs 5,094 6,062
Accrued compensation and employee benefits 9,043 10,454
Other current liabilities 1,008 2,094
----------- -------------
Total current liabilities 22,341 26,367
----------- -------------
Long-term indebtedness
----------- -------------
Shareholders' equity:
Preferred Stock, $0.001 par value, 10,000 shares
authorized
Common stock, $0.001 par value, 100,000 and 30,000
shares authorized, 18,766 and 18,210 shares issued 19 18
Additional paid-in capital 64,084 52,387
Retained earnings 37,978 28,099
----------- -------------
102,081 80,504
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$ 124,422 $ 106,871
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See notes to unaudited condensed consolidated financial statements.
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EAGLE USA AIRFREIGHT, INC.
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Six Months Ended
March 31,
-----------------------
1998 1997
---------- ----------
Revenues $ 188,189 $ 129,075
Cost of transportation 104,182 72,877
---------- ----------
84,007 56,198
---------- ----------
Operating expenses:
Personnel costs 44,936 29,173
Other selling, general and administrative expenses 23,658 15,802
---------- ----------
68,594 44,975
---------- ----------
Operating income 15,413 11,223
---------- ----------
Interest and other income 773 974
Interest expense
---------- ----------
Nonoperating income 773 974
---------- ----------
Income before provision for income taxes 16,186 12,197
Provision for income taxes 6,307 4,735
---------- ----------
Net income $ 9,879 $ 7,462
========== ==========
Basic weighted average common shares outstanding 18,418 17,621
========== ==========
Diluted weighted average common and common
equivalent shares outstanding 19,156 18,554
========== ==========
Basic earnings per share (Note 2) $ 0.54 $ 0.42
========== ==========
Diluted earnings per share (Note 2) $ 0.52 $ 0.40
========== ==========
See notes to unaudited condensed consolidated financial statements.
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EAGLE USA AIRFREIGHT, INC.
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Three Months Ended
March 31,
-----------------------
1998 1997
---------- ----------
Revenues $ 90,544 $ 61,489
Cost of transportation 50,575 34,806
---------- ----------
39,969 26,683
---------- ----------
Operating expenses:
Personnel costs 21,681 14,885
Other selling, general and administrative expenses 12,224 7,773
---------- ----------
33,905 22,658
---------- ----------
Operating income 6,064 4,025
Interest and other income 468 701
Interest expense
---------- ----------
Nonoperating income 468 701
---------- ----------
Income before provision for income taxes 6,532 4,726
Provision for income taxes 2,543 1,778
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Net income $ 3,989 $ 2,948
========== ==========
Basic weighted average common shares outstanding 18,580 17,717
========== ==========
Diluted weighted average common and common
equivalent shares outstanding 19,261 18,643
========== ==========
Basic earnings per share (Note 2) $ 0.21 $ 0.17
========== ==========
Diluted earnings per share (Note 2) $ 0.21 $ 0.16
========== ==========
See notes to unaudited condensed consolidated financial statements.
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EAGLE USA AIRFREIGHT, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
Six Months Ended
March 31,
------------------------
1998 1997
---------- ----------
Cash flows from operating activities $ 15,751 $ (1,929)
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Cash flows from investing activities:
Purchase of investments (5,499) (4,101)
Maturity of investments 3,128
Acquisition of property and equipment, net (4,419) (3,367)
Other (43)
---------- ----------
Net cash used by investing activities (9,961) (4,340)
---------- ----------
Cash flows from financing activities:
Issuance of common stock, net of related costs 6,701 6,165
Offering fee paid by selling shareholder 375
Proceeds from exercise of stock options 2,209 399
---------- ----------
Net cash provided by financing activities 8,910 6,939
---------- ----------
Net increase in cash and cash equivalents 14,700 670
Cash and cash equivalents, beginning of period 25,107 26,696
---------- ----------
Cash and cash equivalents, end of period $ 39,807 $ 27,366
========== ==========
See notes to unaudited condensed consolidated financial statements.
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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, 1997 18,210 $ 18 $ 52,387 $ 28,099 $ 80,504
Issuance of Common Stock, net
of related costs (Note 1) 262 6,701 6,701
Exercise of stock options 294 1 2,208 2,209
Tax benefit from exercise of stock
options 2,788 2,788
Net income 9,879 9,879
------ ------ ---------- -------- ---------
Balance at March 31, 1998 18,766 $ 19 $ 64,084 $ 37,978 $ 102,081
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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 March
31, 1998 and the results of its operations for the six and three months ended
March 31, 1998 and 1997. Results of operations for the six and three months
ended March 31, 1998 are not necessarily indicative of the results that may be
expected for the fiscal year ending September 30, 1998.
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, Mexico, Canada, and three
acquired facilities in the United Kingdom on April 14, 1998. The Company
operates in one principal industry segment.
In February 1997, the Company completed an underwritten secondary
public offering of 1,779,922 shares of its Common Stock at a price to the public
of $28.25 per share. The Company sold 232,164 of these shares, and the net
proceeds received by the Company after deducting underwriting discounts and
commissions were $6.2 million and will be used for general corporate purposes.
The Company did not receive any of the proceeds from the sale of the 1,547,758
of these shares sold by Daniel S. Swannie, a former executive officer and
director of the Company. Pursuant to an agreement between the Company and Mr.
Swannie entered into in connection with the offering, Mr. Swannie reimbursed the
Company for all of its out-of-pocket expenses incurred in connection with the
offering and made a payment to the Company of $375,000 for the Company's
estimated internal costs relating to the offering. The agreement also restricts
Mr. Swannie's ability to compete against the Company for a three-year term and
places certain other limitations on his ability to act against the interests of
the Company.
On September 19, 1997, the Company acquired the operating assets and
assumed certain liabilities of Michael Burton Enterprises, Inc., a
transportation and value-added logistics service provider in Columbus, Ohio. The
Company paid approximately $5.6 million in cash and issued 33,362 shares of
Common Stock in this transaction. The acquisition agreement also provides for
three contingent payments if certain annual sales goals are achieved. The
acquisition was accounted for as a purchase; accordingly, the purchase price was
allocated over the basis of estimated fair market value of the net assets
acquired. The results of operations for the acquired operations were included in
the consolidated statement of income from the acquisition date forward.
On January 30, 1998, the Company completed an underwritten secondary
public offering of 2,012,500 shares of its Common Stock at a price to the public
of $27.75 per share. The Company sold 262,500 of these shares and the net
proceeds received by the Company after deducting underwriting discounts and
commissions and offering expenses were approximately $6.6 million and will be
used for general corporate purposes. The Company did not receive any of the
proceeds from the sale of 1,750,000 of these shares sold by James R. Crane, the
Company's Chairman of the Board of Directors, President and Chief Executive
Officer.
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EAGLE USA AIRFREIGHT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
On April 3, 1998, the Company acquired substantially all of the
operating assets of Eagle Transfer, Inc. ("Eagle Companies"), a privately-held
international freight forwarder based in Miami, Florida. Eagle Companies is a
full-service forwarder whose services include customs clearing services, ocean
forwarding and airfreight import and export. Eagle Companies' operations focus
on Argentina, Brazil and Chile and other South American countries. Sales for
Eagle Companies totaled approximately $19.8 million in the twelve-month period
ended December 31, 1997. Despite the similarity in names, the Company and Eagle
Companies have had no prior affiliation. The Company paid an undisclosed sum,
consisting of cash, Common Stock, and a three-year contigent earnout payable in
Common Stock if certain performance benchmarks are met. The acquisition was
accounted for as a purchase; accordingly, the purchase price was allocated over
the basis of the estimated fair market value of the net assets acquired. The
results of operations for the acquired operations will be included in the
consolidated statement of income from the acquisition date forward.
On April 14, 1998, the Company acquired all of the stock of S. Boardman
(Air Services) Limited and Subsidiaries (S. Boardman), a privately-held full
service based in London, England. S. Boardman serves the international freight
forwarding market from three facilities in London, Manchester and Birmingham,
England. For the twelve-month period ended March 31, 1997, total revenues for S.
Boardman were approximately $25 million and revenues excluding customs, duties
and value added taxes were approximately $13 million. The Company paid an
undisclosed cash sum and three-year contigent cash earnout if certain
performance benchmarks are met. The acquisition was accounted for as a purchase;
accordingly, the purchase price was allocated over the basis of the estimated
fair market value of the net assets acquired. The results of operations for the
acquired operations will be included in the consolidated statement of income
from the acquisition date forward.
NOTE 2 - EARNINGS PER SHARE:
The Company has adopted Statement of Financial Accounting Standard No.
128 (SFAS 128), "Earnings Per Share". Adoption of SFAS 128 has resulted in the
retroactive restatement of earnings per share. Basic earnings per share excludes
dilution and is computed by dividing income available to common shareholders by
the weighted average number of common shares outstanding for the period. Diluted
earnings per share includes potential dilution that could occur if securities to
issue common stock were exercised.
The computation of basic and diluted earnings per share are as follows:
Six Months Ended March 31,
---------------------------
1998 1997
---------- ----------
Net income $ 9,879 $ 7,462
Shares used in basic calculation:
Weighted average shares outstanding 18,418 17,621
---------- ----------
Total basic shares 18,418 17,621
Additional shares for diluted computation:
Effect of stock options 738 933
---------- ----------
Total diluted shares 19,156 18,554
========== ==========
Basic earnings per share $ 0.54 $ 0.42
========== ==========
Diluted earnings per share $ 0.52 $ 0.40
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EAGLE USA AIRFREIGHT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
Quarter Ended March 31,
---------------------------
1998 1997
---------- ----------
Net income $ 3,989 $ 2,948
Shares used in basic calculation:
Weighted average shares outstanding 18,580 17,717
---------- ----------
Total basic shares 18,580 17,717
Additional shares for diluted computation:
Effect of stock options 681 926
---------- ----------
Total diluted shares 19,261 18,643
========== ==========
Basic earnings per share $ 0.21 $ 0.17
========== ==========
Diluted earnings per share $ 0.21 $ 0.16
========== ==========
NOTE 3 - NEW ACCOUNTING PRONOUNCEMENTS:
In February 1997, the Financial Accounting Standards Board issued SFAS
129 "Disclosure of Information About Capital Structure" for all periods ending
after December 15, 1997. SFAS 129 contains no changes in the disclosure
requirements for the Company because it was previously subject to such
requirements pursuant to other Statements and Opinions.
In June 1997, the Financial Accounting Standards Board issued SFAS No.
130, "Reporting Comprehensive Income," and SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information." The adoption of both
statements are required for fiscal years beginning after December 15, 1997.
Under SFAS No. 130, companies are required to report in the financial
statements, in addition to net income, comprehensive income including, as
applicable, foreign currency items, minimum pension liability adjustments and
unrealized gains and losses on certain investments in debt and equity
securities. SFAS No. 131 requires that companies report separately, in the
financial statements, certain financial and descriptive information about
operating segments, if applicable. The Company does not expect the adoption of
SFAS No. 130 or SFAS No. 131 to have a material impact on its consolidated
financial statements.
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.
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EAGLE USA AIRFREIGHT, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (CONTINUED)
General
The Company's revenues have increased to $291.8 million in the fiscal
year ended September 30, 1997 from $126.2 million in the fiscal year ended
September 30, 1995, and its operating income has increased to $25.7 million in
fiscal 1997 from $12.2 million in fiscal 1995. 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. Historically,
the Company's operating results have been subject to a limited degree to
seasonal trends when measured on a quarterly basis. The second quarter has
traditionally been the weakest and the fourth quarter has traditionally been the
strongest.
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. In April 1998, the Company expanded
its international operations through the completion of the acquisition of
substantially all of the assets of Eagle Transfer, Inc. and the stock of S.
Boardman (Air Services Limited). 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 it captures margins which were previously paid to
third parties. 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.
Six Month Ended March 31, 1998 compared to the Six Months Ended March 31, 1997
Revenues increased 45.8% to $188.2 million for the six months ended
March 31, 1998 from $129.1 million for the six months ended March 31, 1997
primarily due to increases in the number of shipments and the total weight of
cargo shipped, which in turn resulted 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 accounts customers.
Operating data for the period were as follows:
SIX MONTHS ENDED MARCH 31,
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1998 1997
---------- ----------
Freight forwarding terminals at end of period 60 53
Local delivery locations at end of period 54 40
Freight forwarding shipments 476,856 358,875
Average weight (lbs.) per freight forwarding shipment 577 552
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EAGLE USA AIRFREIGHT, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (CONTINUED)
For those freight forwarding terminals open as of the beginning of
fiscal 1997 (47 terminals), revenues increased 32.3% to $159.5 million for the
six months ended March 31, 1998 from $120.6 million for the six months ended
March 31, 1997.
Revenues for the six months ended March 31, 1998 were comprised of
$173.9 million of forwarding revenues, $14.0 million of local pick-up and
delivery revenues and $303,000 of other freight forwarding service revenues, as
compared to $121.6 million, $7.2 million and $327,000, respectively, for the
corresponding period in 1997.
Cost of transportation decreased as a percentage of revenues to 55.4% in
the first six months of fiscal 1998 from 56.5% in the comparable period in
fiscal 1997. This was primarily attributable to the continued expansion of the
Company's 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 43.0% to $104.2 million for the six months ended March 31,
1998 from $72.9 million in the same period in fiscal 1997 as a result of
increases in volume of freight shipped. Gross margin increased to 44.6% in the
six months ended March 31, 1998 from 43.5% in the same period in fiscal 1997.
The primary reasons for the margin improvement were increased shipping volumes
and the continued expansion of pickup and delivery operations. Gross profit
increased 49.5% to $84.0 million for the six months ended March 31, 1998 from
$56.2 million in the same period in fiscal 1997.
Operating expenses increased as a percentage of revenues to 36.4% in the
first six months of fiscal 1998 from 34.8% in the same period in fiscal 1997.
The $23.6 million of 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 increased
as a percentage of revenues to 23.9% for the six months ended March 31, 1998
from 22.6% in the same period in fiscal 1997, and increased in absolute terms by
54.0% to $44.9 million due to increased staffing needs associated with the
opening of 7 new terminals, the opening of 14 new local delivery operations,
expanded operations at existing terminals and increased revenues, which resulted
in increased commissions and expanded corporate infrastructure. Such personnel
costs include all compensation expenses, including those relating to sales
commission and salaries and to headquarters employees and executive officers.
The Company has recently added personnel to build corporate infrastructure, to
keep pace with its recent significant growth, to deepen the staff of its
domestic, international and local delivery operating units and to prepare for
expected growth during fiscal 1998. Other selling, general and administrative
expenses increased as a percentage of revenues to 12.6% for the six months ended
March 31, 1998 from 12.2% in the same period in fiscal 1997, and increased in
absolute terms by 49.7% to $23.7 million in the first six months ended March 31,
1998 from $15.8 million in the same period in fiscal 1997. For the six months
ended March 31, 1998, selling expenses as a percentage of revenues decreased by
0.1% and other general and administrative expenses as a percentage of revenue
increased 0.5% compared to the same period in fiscal 1997. The absolute
increases in selling, general and administrative expenses were due to overall
increases in the level of the Company's activities in the fiscal 1998 period.
Operating income increased 37.3% to $15.4 million in the first six
months of fiscal 1998 from $11.2 million in the comparable period in fiscal
1997. Operating margin for the first six months of fiscal 1998 was 8.2% down
from 8.7% for the same period in fiscal 1997 primarily due to the higher
operating expenses as a percentage of revenues during the six months ended March
31, 1998.
Interest and other income decreased to $773,000 in the first six months
of fiscal 1998 from $974,000 in the comparable period in fiscal 1997 as a result
of a one-time payment of $375,000 made in the second quarter of fiscal 1997 by
Daniel S. Swannie, a former executive officer and director of the Company, in
connection with the reimbursement of the Company's internal costs related to the
February 1997 secondary public offering.
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EAGLE USA AIRFREIGHT, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (CONTINUED)
Income before provision for income taxes increased 32.7% to $16.2
million for the first six months of fiscal 1998 from $12.2 million in the
comparable period of fiscal 1997. Provision for income taxes increased 33.2% to
$6.3 million for the six months ended March 31, 1998 from $4.7 million for the
six months ended March 31, 1997. Net income increased 32.4% to $9.9 million for
the six months ended March 31, 1998 from net income of $7.5 million in the same
period in fiscal 1997. Diluted earnings per share increased 30.0% to $0.52 for
the six months ended March 31, 1998 from $0.40 in the same period in fiscal
1997.
Three Months Ended March 31, 1998 compared to the Three Months Ended March 31,
1997
Revenues increased 47.3% to $90.5 million in the three months ended
March 31, 1998 from $61.5 million in the same period of fiscal 1997 primarily
due to increases in the number of shipments and the total weight of cargo
shipped, which in turn resulted from an increase in the number of terminals open
during such period, penetration in existing markets and the addition of
significant national account customers.
Operating data for the period were as follows:
Three Months Ended March 31,
----------------------------
1998 1997
---------- ----------
Freight forwarding terminals at end of period 60 53
Local delivery locations at end of period 54 40
Freight forwarding shipments 240,361 174,059
Average weight (lbs.) per freight forwarding shipment 555 562
For those freight forwarding terminals opened as of the beginning of
fiscal 1997 (47 terminals), revenues increased 33.5% to $76.4 million for the
three months ended March 31, 1998 from $57.2 million for the three months ended
March 31, 1997.
Revenues for the three months ended March 31, 1998 were comprised of $82.6
million of forwarding revenues, $7.8 million of local pick and delivery revenues
and $155,000 of other freight forwarding service revenues, as compared to $57.8
million, $3.6 million and $142,000, respectively, for the three months ended
March 31, 1997.
Cost of transportation decreased during the quarter as a percentage of
revenues to 55.9% from 56.6% in the comparable period in fiscal 1997. 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
45.3% to $50.6 million in the fiscal 1998 quarter from $34.8 million in the
fiscal 1997 quarter as a result of increases in volume of freight shipped. Gross
margin increased to 44.1% in the first quarter of fiscal 1998 from 43.4% in the
same period in fiscal 1997. The primary reasons for the margin improvement were
increased shipping volumes, and the continued expansion of pickup and delivery
operations. Gross profit increased 49.8% to $40.0 million in the first quarter
of fiscal 1998 from $26.7 million in the same period in fiscal 1997.
Operating expenses increased as a percentage of revenues to 37.4% in the
second quarter of fiscal 1998 from 36.8% for the same period in fiscal 1997. The
$11.2 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 as a
percentage of revenues to 23.9% in the second quarter of fiscal 1998 from 24.2%
in the same period in fiscal 1997, and increased in absolute terms by 45.7% to
$21.7 million due to increased staffing needs associated with the opening of 7
new terminals, the opening of 14 new local delivery locations, expanded
operations at existing terminals and increased revenues, which resulted in an
increase in commissions and expanded corporate infrastructure. Such personnel
costs include all compensation expenses, including those relating to sales
commissions and salaries and to
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EAGLE USA AIRFREIGHT, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (CONTINUED)
headquarters employees and executive officers. The Company has recently added
personnel to build corporate infrastructure, to keep pace with its recent
significant growth, to deepen the staff of its domestic, international and local
delivery operating units and to prepare for expected growth during fiscal 1998.
Other selling, general and administrative expenses increased as a percentage of
revenues to 13.5% in the second quarter of fiscal 1998 from 12.6% in the second
quarter of fiscal 1997, and increased in absolute terms by 57.3% to $12.2
million in the fiscal 1998 period from $7.8 million in the fiscal 1997 period.
In the second quarter of fiscal 1998, selling expenses as a percentage of
revenues decreased by 0.4% and other general and administrative expenses as a
percentage of revenues increased by 1.3% compared to the second quarter of
fiscal 1997. The absolute increases in selling, general and administrative
expenses were due to overall increases in the level of the Company's activities
in the fiscal 1998 period.
Operating income increased 50.7% to $6.1 million in the second quarter
of fiscal 1998 from $4.0 million in the comparable period in fiscal 1997.
Operating margin for the quarter ended March 31, 1998 was 6.7%, up from 6.5% for
the three months ended March 31, 1997. Interest and other income decreased to
$468,000 from $701,000 in the comparable period in fiscal 1997 as a result of a
one-time payment of $375,000 made in the second quarter of fiscal 1997 by Daniel
S. Swannie, a former Executive Officer and Director of the Company, in
connection with the reimbursement of the Company's internal costs related to the
February 1997 secondary public offering.
Income before provision for income taxes increased 38.2% to $6.5 million
in the second quarter of fiscal 1998 from $4.7 million in the comparable period
of fiscal 1997. Provision for income taxes increased 43.0% to $2.5 million for
the three months ended March 31, 1998 from $1.8 for the three months ended March
31, 1997. Net income increased 35.3% to $4.0 million in the second quarter of
fiscal 1998 from net income of $2.9 million in the same period in fiscal 1997.
Diluted earnings per share increased 31.3% to $0.21 per share for the quarter
ended March 31, 1998 from $0.16 in the same period in fiscal 1997.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash and short-term investments increased $20.2 million to
$48.0 million at March 31, 1998 from $27.8 million at September 30, 1997. At
March 31, 1998, the Company had working capital of $79.6 million and a current
ratio of 4.56 compared to working capital of $60.6 million and a current ratio
of 3.30 at September 30, 1997. The Company's working capital has increased
during this period primarily as a result of proceeds from the January 1998
secondary offering , profitable growth associated with the expansion of the
Company's operations and increased accounts receivable collections. Capital
expenditures for the six months ended March 31, 1998 were approximately $4.4
million. The Company believes that cash flow from operations and the remaining
proceeds from its public offerings will be adequate to support its normal
working capital and capital expenditures requirements for at least the next 12
months.
Other than its initial and 1997 and 1998 public offerings, 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 had a $10 million revolving credit facility
with NationsBank of Texas, N.A. which expired in January 1998. The Company is
currently considering implementing alternative facilities. 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.
As of March 31, 1998, the Company had outstanding non-qualified stock
options to purchase an aggregate of 3,152,111 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 $35.125). 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 six
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15
EAGLE USA AIRFREIGHT, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (CONTINUED)
months ended March 31, 1998 of non-qualified stock options to purchase an
aggregate of 293,526 shares of Common Stock, the Company is entitled to a
federal income tax deduction of approximately $7.0 million. Assuming an
effective tax rate of 40%, the Company expects to realize a tax benefit of
approximately $2.8 million with respect to the six months ended March 31, 1998,
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
recently completed Houston terminal, warehouse and headquarters facility (the
Houston facility). Estimated costs of the Houston facility are $8.5 million.
Under the terms of the lease agreement, average monthly lease payments are
approximately $60,000 (including monthly interest costs based upon LIBOR rate
plus 200 basis points) beginning upon the completion of the construction of the
facility and continuing for a term of 52 months with a balloon payment equal to
the outstanding lease balance (initially equal to the cost of the facility) due
at the end of the lease term. The Company has an option, exercisable at anytime
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, and is not
otherwise required to acquire the facility, 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. The Company expects that
the amount of any such deficiency payment would be expensed. As of March 31,
1998, the lease balance was approximately $8.5 million.
In February 1997, the Company completed an underwritten secondary public
offering of 1,779,922 shares of its Common Stock at a price to the public of
$28.25 per share. The Company sold 232,164 of these shares, and the net proceeds
received by the Company after deducting underwriting discounts and commissions
were $6.2 million and will be used for general corporate purposes. The Company
did not receive any of the proceeds from the sale of the 1,547,758 of these
shares sold by Daniel S. Swannie, a former executive officer and director of the
Company. Pursuant to an agreement between the Company and Mr. Swannie entered
into in connection with the offering, Mr. Swannie reimbursed the Company for all
of its out-of-pocket expenses incurred in connection with the offering and made
a payment to the Company of $375,000 for the Company's estimated internal costs
relating to the offering. The agreement also restricts Mr. Swannie's ability to
compete against the Company for a three-year term and places certain other
limitations on his ability to act against the interest of the Company.
On January 30, 1998, the Company completed an underwritten secondary
public offering of 2,012,500 shares of its Common Stock at a price to the public
of $27.75 per share. The Company sold 262,500 of these shares and the net
proceeds received by the Company after deducting underwriting discounts and
commissions and offering expenses were approximately $6.6 million and will be
used for general corporate purposes. The Company did not receive any of the
proceeds from the sale of 1,750,000 of these shares sold by James R. Crane, the
Company's Chairman of the Board of Directors, President and Chief Executive
Officer.
On April 3, 1998, the Company acquired substantially all of the
operating assets of Eagle Transfer, Inc. ("Eagle Companies"), a privately-held
international freight forwarder based in Miami, Florida. Eagle Companies is a
full-service forwarder whose services include customs clearing services, ocean
forwarding and airfreight import and export. Eagle Companies' operations focus
on Argentina, Brazil and Chile and other South American countries. Sales for
Eagle Companies totaled approximately $19.8 million in the twelve-month period
ended December 31, 1997. Despite the similarity in names, the Company and Eagle
Companies have had no prior affiliation. The Company paid an undisclosed sum,
consisting of cash, Common Stock, and a three-year contingent earnout payable in
Common Stock if certain
15
16
EAGLE USA AIRFREIGHT, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (CONTINUED)
performance benchmarks are met. The acquisition was accounted for as a purchase;
accordingly, the purchase price was allocated over the basis of the estimated
fair market value of the net assets acquired. The results of operations for the
acquired operations will be included in the consolidated statement of income
from the acquisition date forward.
On April 14, 1998, the Company acquired all of the outstanding stock of
S. Boardman (Air Services) Limited and Subsidiaries ("S. Boardman"), a
privately-held full service based in London, England. S. Boardman serves the
international freight forwarding market from three facilities in London,
Manchester and Birmingham, England. For the twelve-month period ended March 31,
1997, total revenues for S. Boardman were approximately $25 million and revenues
excluding customs, duties and value added taxes were approximately $13 million.
The Company paid an undisclosed cash sum and a three-year contingent cash
earnout if certain performance benchmarks are met. The acquisition was accounted
for as a purchase; accordingly, the purchase price was allocated over the basis
of the estimated fair market value of the net assets acquired. The results of
operations for the acquired operations will be included in the consolidated
statement of income from the acquisition date forward.
On April 3, 1998, the Company entered into a five-year $20 million
master operating lease agreement with two unrelated parties for financing the
acquisition and construction of terminal and warehouse facilities throughout the
United States designated by the Company from time to time (each, a "Financed
Facility"). Under the terms of the master operating lease agreement, average
monthly lease payments (including monthly interest costs based upon LIBOR rate
plus 150 basis points) begin upon the completion of the construction of each
Financed Facility and continue for a term of 52 months with a balloon payment
equal to the outstanding lease balance (initially equal to the cost of the
facility) due at the end of the lease term. The Company has an option,
exercisable at anytime during the lease term, and under certain circumstances
may be obligated, to acquire each Financed Facility for an amount equal to the
outstanding lease balance. In the event the Company does not exercise the
purchase option, and is not otherwise required to acquire the Financed Facility,
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 each
Financed Facility. The Company expects that the amount of any such deficiency
payment would be expensed. As of April 30, 1998, no amounts were outstanding
under the master operating lease agreement, although the Company expects to
finance facilities under the master operating lease agreement in the future.
The Company is assessing the impact of the Year 2000 issue on its
operations. Based on existing information, the Company believes that its
information systems are Year 2000 compliant and does not currently believe that
such Year 2000 issues will have a material effect on the financial position,
cash flows or results of operations of the Company. There can be no assurance,
however, as to the ultimate effect of the Year 2000 issue on the Company.
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17
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
USE OF PROCEEDS
The Company's Registration Statement on Form S-1 (Registration No.
33-97606), as amended, with respect to the initial public offering
(the "Offering") of shares of Company's Common Stock, par value
$0.001 per share (the "Common Stock"), was declared effective by
the Securities and Exchange Commission on November 30, 1995. The
Offering commenced on December 1, 1995 and has since terminated,
resulting in the sale by the Company of 2,300,000 shares of Common
Stock on December 6, 1995 (including 300,000 shares of Common
Stock sold pursuant to the exercise of the underwriters'
over-allotment option). The shares sold constitute all of the
shares of Common Stock covered by the Registration Statement. The
managing underwriters for the Offering were Donaldson, Lufkin &
Jenrette Securities Corporation and the Robinson-Humphrey Company,
Inc.
The aggregate price to the public for the shares sold in the
Offering was $37,950,000. The expenses incurred by the Company
with respect to the Offering were as follows:
Underwriter Discounts and Commissions...... $2,656,500
Other Expenses............................. 734,000
Total...................................... $3,390,500
Approximately $22,000 of Other Expenses consisted of payments to a
corporation owned by the Company's Chairman of Board in
reimbursement for expenses related to the use of that
corporation's owned aircraft in the Offering. None of the other
amounts set forth above as Other Expenses were direct or indirect
payments to directors or officers of the Company or their
associates, to persons owning ten percent or more of any class of
equity securities of the Company or to affiliates of the Company.
The net proceeds to the Company from the Offering were $34.6
million. As of March 31, 1998, the Company has used such net
proceeds as follows: (i) to repay $2.1 million of indebtedness
outstanding under the Company's revolving credit facility, (ii) to
repay $11.6 million of promissory notes outstanding to certain of
the Company's directors and officers, (iii) to pay $4.0 million of
expenses relating to the upgrade of the Company's information
systems, (iv) to pay $5.6 million for a fiscal 1997 acquisition,
(v) to pay $900,000 to purchase the site of the Company's Newark
terminal, (vi) to pay $1.7 million of costs related to the
Company's new headquarters facility, and (vii) to make $8.7
million in cash equivalents and short-term investments. Except as
set forth in clause (ii), none of such payments were direct or
indirect payments to directors or officers of the Company or their
associates, to persons owning ten percent or more of any class of
equity securities of the Company or to affiliates of the Company.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES, NONE
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18
ITEM 4. SUBMISSION OF MATTERS OF A VOTE OF SECURITY-HOLDERS
(a) ANNUAL MEETING OF SHAREHOLDERS ON FEBRUARY 23, 1998.
BROKER
(c) PROPOSALS FOR AGAINST WITHHELD ABSTAIN NONVOTES
------- ------- -------- ------- --------
(PROXY TOTALS IN THOUSANDS)
ELECTION OF DIRECTORS
JAMES R. CRANE 15,149 * 10 -- *
DOUGLAS A. SECKEL 15,149 * 10 -- *
WILLIAM P. O'CONNELL 15,149 * 10 -- *
NEIL E. KELLEY 15,149 * 10 -- *
FRANK J. HEVRDEJS 15,149 * 10 -- *
APPROVAL TO AMEND THE COMPANY'S 14,451 685 * 11 12
RESTATED ARTICLES OF INCORPORATION
TO INCREASE THE COMPANY'S
AUTHORIZED COMMON STOCK
APPROVAL OF THE COMPANY'S 13,277 760 * 12 1,109
LONG-TERM INCENTIVE PLAN WHICH
WILL BE AMENDED AND RESTATED TO
INCREASE THE SHARES OF COMMON
STOCK RESERVED UNDER THE PLAN
APPROVAL OF THE COMPANY'S 14,000 51 * 9 1,098
EMPLOYEE STOCK PURCHASE PLAN
APPROVAL OF APPOINTMENT OF 15,149 3 * 7 --
PRICE WATERHOUSE LLP AS
INDEPENDENT PUBLIC
ACCOUNTANTS
*NOT APPLICABLE
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; expected growth; future marketing; construction of
new facilities; future operating expenses; any seasonality of the
Company's business; future margins; future dividend plans; use of
offering proceeds; future acquisitions, and any effects, benefits,
results, terms or other aspects of such acquisitions; effects of the
Year 2000 issue; ability to continue growth and implement growth and
business strategy; the ability of expected sources of liquidity and
offering proceeds 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 any other
statements which are not historical facts are forward-looking
statements. When used in this documents, the words "anticipate,"
"estimate," "expect,"
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19
"may," "plans," "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. The Company undertakes no
responsibility to update for changes related to these or any other
factors that may occur subsequent to this filing.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K:
(A) EXHIBITS.
3(i) Second Amended and Restated Articles of
Incorporation of the Company, as amended.
*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(i) Employees Stock Purchase Plan (effective
July 1, 1998).
10(ii) Long-Term Incentive Plan, as Amended and
Restated.
11(i) Computation of Per Share Earnings for the
Six Months ended March 31, 1998 and 1997.
11(ii) Computation of Per Share Earnings for the
Three Months ended March 31, 1998 and 1997.
27 Financial Data Schedule.
27.1 Restated Financial Data Schedule.
- ----------
* Incorporated by reference as indicated.
(B) The Company filed a Form 8-K dated January 5, 1998, regarding
the Acquisition of S. Boardman (Air Services) Limited and
Subsidiaries and Eagle Companies.
The Company filed a Form 8-K dated January 22, 1998, regarding
earnings results for the quarter ended December 31, 1997.
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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: May 15, 1998 By: /s/ JAMES R. CRANE
---------------------------- -------------------------------------
James R. Crane
President
Date: May 15, 1998 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 as amended.
*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(i) Employee Stock Purchase Plan (effective July 1, 1998).
10(ii) Long-Term Incentive Plan, as Amended and Restated.
11(i) Computation of Per Share Earnings for the Six Months ended
March 31, 1998 and 1997.
11(ii) Computation of Per Share Earnings for the Three Months ended
March 31, 1998 and 1997.
27 Financial Data Schedule.
27.1 Restated Financial Data Schedule.
- ----------
*Incorporated by reference as indicated.
21