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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 JUNE 30, 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
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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)
15350 VICKERY DRIVE, HOUSTON, TEXAS 77032
(281) 618-3100
- --------------------------------------------------------------------------------
(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 July 31, 1998:
19,078,112 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
June 30, 1998 (unaudited) and September 30, 1997 (audited) ................................................... 3
Condensed Consolidated Statement of Income for the Nine
Months ended June 30, 1998 and 1997 (unaudited) ........................................................... 4
Condensed Consolidated Statement of Income for the Three
Months ended June 30, 1998 and 1997 (unaudited) ........................................................... 5
Condensed Consolidated Statement of Cash Flows for
the Nine Months ended June 30, 1998 and 1997 (unaudited) ..................................................... 6
Condensed Consolidated Statement of Shareholders'
Equity for the Nine Months ended June 30, 1998 (unaudited) ................................................... 7
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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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
EAGLE USA AIRFREIGHT, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(IN THOUSANDS, EXCEPT PAR VALUES)
June 30, September 30,
1998 1997
(unaudited) (audited)
----------- -------------
Assets
Current assets:
Cash and cash equivalents $ 33,880 $ 25,107
Short-term investments 14,076 2,679
Accounts receivable - trade, net 57,239 54,662
Prepaid expenses and other 4,837 4,557
-------- --------
Total current assets 110,032 87,005
Property and equipment, net 20,167 14,090
Other assets 10,104 5,776
-------- --------
$140,303 $106,871
======== ========
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable - trade $ 4,687 $ 7,757
Accrued transportation costs 11,591 6,062
Accrued compensation and employee benefits 8,550 10,454
Other current liabilities 2,357 2,094
-------- --------
Total current liabilities 27,185 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, 19,063 and 18,210 shares issued 19 18
Additional paid-in capital 69,476 52,387
Retained earnings 43,623 28,099
-------- --------
113,118 80,504
-------- --------
$140,303 $106,871
======== ========
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)
Nine Months Ended
June 30,
---------------------
1998 1997
-------- --------
Revenues $295,239 $200,376
Cost of transportation 164,525 112,858
-------- --------
130,714 87,518
-------- --------
Operating expenses:
Personnel costs 69,071 46,084
Other selling, general and administrative expenses 37,758 23,859
-------- --------
106,829 69,943
-------- --------
Operating income 23,885 17,575
-------- --------
Interest and other income 1,259 1,348
Interest expense
-------- --------
Nonoperating income 1,259 1,348
-------- --------
Income before provision for income taxes 25,144 18,923
Provision for income taxes 9,620 7,357
-------- --------
Net income $ 15,524 $ 11,566
======== ========
Basic weighted average common shares outstanding 18,617 17,716
======== ========
Diluted weighted average common and common
equivalent shares outstanding 19,322 18,614
======== ========
Basic earnings per share (Note 2) $ 0.83 $ 0.65
======== ========
Diluted earnings per share (Note 2) $ 0.80 $ 0.62
======== ========
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
June 30,
---------------------
1998 1997
-------- --------
Revenues $107,050 $ 71,301
Cost of transportation 60,343 39,981
-------- --------
46,707 31,320
-------- --------
Operating expenses:
Personnel costs 24,135 16,911
Other selling, general and administrative expenses 14,100 8,057
-------- --------
38,235 24,968
-------- --------
Operating income 8,472 6,352
-------- --------
Interest and other income 486 374
Interest expense
-------- --------
Nonoperating income 486 374
-------- --------
Income before provision for income taxes 8,958 6,726
Provision for income taxes 3,313 2,622
-------- --------
Net income $ 5,645 $ 4,104
======== ========
Basic weighted average common shares outstanding 19,008 17,906
======== ========
Diluted weighted average common and common
equivalent shares outstanding 19,674 18,673
======== ========
Basic earnings per share (Note 2) $ 0.30 $ 0.23
======== ========
Diluted earnings per share (Note 2) $ 0.29 $ 0.22
======== ========
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)
Nine Months Ended
June 30,
----------------------
1998 1997
-------- --------
Cash flows from operating activities $ 19,191 $ 1,504
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Cash flows from investing activities:
Purchase of investments (13,897) (11,051)
Maturity of investments 2,500 4,281
Acquisition of property and equipment, net (8,081) (4,305)
Acquisitions, net of cash (2,988)
-------- --------
Net cash used by investing activities (22,466) (11,075)
-------- --------
Cash flows from financing activities:
Issuance of common stock, net of related costs 6,623 6,165
Offering fee paid by selling shareholder 375
Proceeds from exercise of stock options 5,425 869
Payments on shareholder distribution notes (635)
-------- --------
Net cash provided by financing activities 12,048 6,774
-------- --------
Net increase (decrease) in cash and cash equivalents 8,773 (2,797)
Cash and cash equivalents, beginning of period 25,107 26,696
-------- --------
Cash and cash equivalents, end of period $ 33,880 $ 23,899
======== ========
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) 263 6,623 6,623
Issuance of Common Stock for
acquisition (Note 1) 28 750 750
Exercise of stock options 562 1 5,424 5,425
Tax benefit from exercise of stock
options 4,292 4,292
Net income 15,524 15,524
-------- -------- -------- -------- --------
Balance at June 30, 1998 19,063 $ 19 $ 69,476 $ 43,623 $113,118
======== ======== ======== ======== ========
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 SHARE AND 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 June
30, 1998 and the results of its operations for the nine and three months ended
June 30, 1998 and 1997. Results of operations for the nine and three months
ended June 30, 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 based on the estimated fair market value of the net assets acquired
with the excess being recorded as goodwill. 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 was a
full-service forwarder whose services included customs clearing services, ocean
forwarding and airfreight import and export. Eagle Companies' revenues were
generated principally from 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 acquisition
was accounted for as a purchase; accordingly, the purchase price was allocated
based on the estimated fair market value of the net assets acquired with the
excess being recorded as goodwill. The results of operations for the acquired
operations were 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 forwarder 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, gross
revenues for S. Boardman were approximately $25 million, and revenues excluding
customs, duties and value added taxes were approximately $13 million. The
acquisition was accounted for as a purchase; accordingly, the purchase price was
allocated based on the estimated fair market value of the net assets acquired
with the excess being recorded as goodwill. The results of operations for the
acquired operations were included in the consolidated statement of income from
the acquisition date forward. For the two April 1998 acquisitions, the Company
paid $4.4 million of cash, $750,000 of Common Stock and a three-year contingent
earnout payable in cash and Common Stock if certain performance benchmarks are
met.
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:
Nine Months Ended June 30,
--------------------------
1998 1997
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Net income $15,524 $11,566
Shares used in basic calculation:
Weighted average shares outstanding 18,617 17,716
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Total basic shares 18,617 17,716
Additional shares for diluted computation:
Effect of stock options 705 898
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Total diluted shares 19,322 18,614
======= =======
Basic earnings per share $ 0.83 $ 0.65
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Diluted earnings per share $ 0.80 $ 0.62
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EAGLE USA AIRFREIGHT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
Three Months Ended June 30,
---------------------------
1998 1997
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Net income $ 5,645 $ 4,104
Shares used in basic calculation:
Weighted average shares outstanding 19,008 17,906
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Total basic shares 19,008 17,906
Additional shares for diluted computation:
Effect of stock options 666 767
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Total diluted shares 19,674 18,673
======= =======
Basic earnings per share $ 0.30 $ 0.23
======= =======
Diluted earnings per share $ 0.29 $ 0.22
======= =======
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 and related disclosures.
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 targeted sales levels and
until terminals achieve 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.
Nine Months Ended June 30, 1998 compared to the Nine Months Ended June 30, 1997
Revenues increased 47.3% to $295.2 million for the nine months ended
June 30, 1998 from $200.4 million for the nine months ended June 30, 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, the addition of significant national account customers and the effect
of three acquisitions.
Operating data for the period were as follows:
NINE MONTHS ENDED JUNE 30,
--------------------------
1998 1997
---- ----
Freight forwarding terminals at end of period 66 57
Local delivery locations at end of period 58 43
Freight forwarding shipments 747,811 541,960
Average weight (lbs.) per freight forwarding shipment 597 568
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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 30.0% to $241.4 million for the
nine months ended June 30, 1998 from $185.7 million for the nine months ended
June 30, 1997.
Revenues for the nine months ended June 30, 1998 were comprised of
$272.3 million of forwarding revenues, $22.5 million of local pick-up and
delivery revenues and $408,000 of other freight forwarding service revenues, as
compared to $188.4 million, $11.5 million and $523,000, respectively, for the
corresponding period in 1997.
Cost of transportation decreased as a percentage of revenues to 55.7%
in the first nine months of fiscal 1998 from 56.3% 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 45.8% to $164.5 million for the nine months ended June 30,
1998 from $112.9 million in the same period in fiscal 1997 as a result of
increases in volume of freight shipped. Gross margin increased to 44.3% in the
nine months ended June 30, 1998 from 43.7% 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 49.4% to $130.7 million for the nine months ended June 30, 1998 from
$87.5 million in the same period in fiscal 1997.
Operating expenses increased as a percentage of revenues to 36.2% in
the first nine months of fiscal 1998 from 34.9% in the same period in fiscal
1997. The $36.9 million of increased costs in absolute terms was attributable
primarily to continued growth in the level of operations from additional
terminals, expansion of local delivery operations and the effect of
acquisitions. Personnel costs increased as a percentage of revenues to 23.4% for
the nine months ended June 30, 1998 from 23.0% in the same period in fiscal
1997, and increased in absolute terms by 49.9% to $69.1 million due to increased
staffing needs associated with the opening of 9 new terminals, the opening of 15
new local delivery operations, expanded operations at existing terminals, the
Company's acquisitions 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
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 12.8% for the nine months ended June 30, 1998 from 11.9% in the same
period in fiscal 1997, and increased in absolute terms by 58.3% to $37.8 million
in the first nine months ended June 30, 1998 from $23.9 million in the same
period in fiscal 1997. For the nine months ended June 30, 1998, selling expenses
as a percentage of revenues decreased by 0.2% and other general and
administrative expenses as a percentage of revenue increased 1.1% compared to
the same period in fiscal 1997. The absolute increases in selling, general and
administrative expenses were due to the Company's acquisitions, the Company's
new headquarters facility, increased professional fees and overall increases in
the level of the Company's activities in the fiscal 1998 period.
Operating income increased 35.9% to $23.9 million in the first nine
months of fiscal 1998 from $17.6 million in the comparable period in fiscal
1997. Operating margin for the first nine months of fiscal 1998 was 8.1% down
from 8.8% for the same period in fiscal 1997 primarily due to the higher
operating expenses as a percentage of revenues during the nine months ended June
30, 1998.
Interest and other income decreased to $1.3 million in the first nine
months of fiscal 1998 from $1.4 million 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 32.9% to $25.1
million for the first nine months of fiscal 1998 from $18.9 million in the
comparable period of fiscal 1997. Provision for income taxes increased 30.8% to
$9.6 million for the nine months ended June 30, 1998 from $7.4 million for the
nine months ended June 30, 1997. Net income increased 34.2% to $15.5 million for
the nine months ended June 30, 1998 from net income of $11.6 million in the same
period in fiscal 1997. Diluted earnings per share increased 29.0% to $0.80 for
the nine months ended June 30, 1998 from $0.62 in the same period in fiscal
1997.
Three Months Ended June 30, 1998 compared to the Three Months Ended June 30,
1997
Revenues increased 50.1% to $107.1 million in the three months ended
June 30, 1998 from $71.3 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, the addition of significant
national account customers and the effect of acquisitions.
Operating data for the period were as follows:
Three Months Ended June 30,
---------------------------
1998 1997
---- ----
Freight forwarding terminals at end of period 66 57
Local delivery locations at end of period 58 43
Freight forwarding shipments 270,955 183,085
Average weight (lbs.) per freight forwarding shipment 634 598
For those freight forwarding terminals opened as of the beginning of
fiscal 1997 (47 terminals), revenues increased 25.9% to $81.9 million for the
three months ended June 30, 1998 from $65.0 million for the three months ended
June 30, 1997.
Revenues for the three months ended June 30, 1998 were comprised of
$98.5 million of forwarding revenues, $8.5 million of local pick and delivery
revenues and $105,000 of other freight forwarding service revenues, as compared
to $66.8 million, $4.3 million and $196,000, respectively, for the three months
ended June 30, 1997.
Cost of transportation increased during the quarter as a percentage of
revenues to 56.4% from 56.1% in the comparable period in fiscal 1997. The
increase was primarily attributable to the two April 1998 international
acquisitions which contributed a higher cost of transportation as a percentage
of revenues. Cost of transportation increased in absolute terms by 50.9% to
$60.3 million in the fiscal 1998 quarter from $39.9 million in the fiscal 1997
quarter as a result of increases in volume of freight shipped. Gross margin
decreased to 43.6% in the third quarter of fiscal 1998 from 43.9% in the same
period in fiscal 1997. The primary reasons for the margin decline was primarily
attributable to the April 1998 acquisitions which contributed a higher cost of
transportation as a percentage of revenues. Gross profit increased 49.1% to
$46.7 million in the third quarter of fiscal 1998 from $31.3 million in the same
period in fiscal 1997.
Operating expenses increased as a percentage of revenues to 35.7% in
the third quarter of fiscal 1998 from 35.0% for the same period in fiscal 1997.
The $13.3 million increased costs in absolute terms was attributable primarily
to continued growth in the level of operations from additional terminals,
expansion of local delivery operations and the Company's acquisitions. Personnel
costs decreased as a percentage of revenues to 22.5% in the third quarter of
fiscal 1998 from 23.7% in the same period in fiscal 1997, and increased in
absolute terms by 42.7% to $24.1 million due to increased staffing needs
associated with the opening of 9 new terminals, the opening of 15 new local
delivery locations, expanded operations at existing terminals, the effect of
acquisitions 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 headquarters employees and executive officers. The Company has
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EAGLE USA AIRFREIGHT, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (CONTINUED)
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 13.2% in the third quarter of fiscal 1998 from 11.3% in the third
quarter of fiscal 1997, and increased in absolute terms by 75.0% to $14.1
million in the fiscal 1998 period from $8.1 million in the fiscal 1997 period.
In the third 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 2.3% compared to the third quarter of fiscal
1997. The absolute increases in selling, general and administrative expenses
were due to the Company's acquisitions, the Company's new headquarter facility,
increased professional fees and overall increases in the level of the Company's
activities in the fiscal 1998 period.
Operating income increased 33.4% to $8.5 million in the third quarter
of fiscal 1998 from $6.4 million in the comparable period in fiscal 1997.
Operating margin for the quarter ended June 30, 1998 was 7.9%, down from 8.9%
for the three months ended June 30, 1997. Interest and other income increased to
$486,000 from $374,000 in the comparable period in fiscal 1997 as a result of
increased levels of investment earnings.
Income before provision for income taxes increased 33.2% to $9.0
million in the third quarter of fiscal 1998 from $6.7 million in the comparable
period of fiscal 1997. Provision for income taxes increased 26.4% to $3.3
million for the three months ended June 30, 1998 from $2.6 for the three months
ended June 30, 1997. Net income increased 37.5% to $5.6 million in the third
quarter of fiscal 1998 from net income of $4.1 million in the same period in
fiscal 1997. Diluted earnings per share increased 31.8% to $0.29 per share for
the quarter ended June 30, 1998 from $0.22 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 June 30, 1998 from $27.8 million at September 30, 1997. At
June 30, 1998, the Company had working capital of $82.8 million and a current
ratio of 4.05 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 nine months ended June 30, 1998 were approximately $8.1
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 or 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 June 30, 1998, the Company had outstanding non-qualified stock
options to purchase an aggregate of 3,019,153 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 nine
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15
EAGLE USA AIRFREIGHT, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (CONTINUED)
months ended June 30, 1998 of non-qualified stock options to purchase an
aggregate of 562,434 shares of Common Stock, the Company is entitled to a
federal income tax deduction of approximately $11.9 million. Assuming an
effective tax rate of 40%, the Company expects to realize a tax benefit of
approximately $4.8 million with respect to the nine months ended June 30, 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). The cost of the Houston facility was approximately $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, if made, would be expensed. As of
June 30, 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 was a
full-service forwarder whose services included customs clearing services, ocean
forwarding and airfreight import and export. Eagle Companies' revenues were
generated principally from 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 acquisition
was
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16
EAGLE USA AIRFREIGHT, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (CONTINUED)
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 with the
excess being recorded as goodwill. The results of operations for the acquired
operations were 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 forwarder 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, gross revenues for S. Boardman were approximately $25 million
and revenues excluding customs, duties and value added taxes were approximately
$13 million. 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 with the excess being recorded as goodwill. The
results of operations for the acquired operations were included in the
consolidated statement of income from the acquisition date forward. For the two
April 1998 acquisitions, the Company paid $4.4 million of cash, $750,000 of
Common Stock and a three-year contingent earnout payable in cash and Common
Stock if certain performance benchmarks are met.
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 does not otherwise met its obligations, 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
June 30, 1998, the aggregate lease balance was approximately $710,000 under the
master operating lease agreement.
The Securities and Exchange Commission has published guidance
regarding the effect of "Year 2000" issues on companies. The "Year 2000" (or
Y2K) problem arose because some computer programs use only the last two digits
of a year to refer to a date, causing them to not properly recognize a year
that does not begin with "19."
The Company has completed its initial assessment of possible exposure
to Y2K issues. The Company believes that its primary operating and accounting
information systems are and have always been compliant with the century factor.
Based upon the Company's assessment of its other critical components and
processes, including relationships with vendors, suppliers, customers and
banks, the Company does not believe that a material uncertainty exists which
would significantly affect its business or results of operations. However, the
Company has not tested certain assertions made by its critical service
providers, including that aircraft will be in service and sufficient air lift
will be available to the Company. Without sufficient air lift, the Company's
air freight forwarding operations would be curtailed and the Company might also
be unable to provide sufficient alternative services such as ground, rail or
ocean cargo capacity to meet its expected levels of operation. There can be no
assurance that the global transportation industry and regulatory authorities,
including but not limited to the United States Department of Transportation and
related agencies, will not be affected in a way that negatively affects the
Company's business, results of operations or financial condition. The Company
is unable to determine the potential business interruption costs which might be
incurred as a result of Y2K issues including the costs if the cargo capacity of
airline, trucks, rail and ocean vessels is insufficient to meet the Company's
then operating requirements in any of its geographic regions. The Company is
currently exploring risk management alternatives with respect to possible
business interruption which may result if certain of the Company's critical
vendors and suppliers are not ready for the Y2K problem by January 1, 2000 but
has not set a timetable for the completion of these contingency plans. The
Company's internal Y2K assessment is largely complete; however, the Company's
assessment of Y2K issues caused by its relationships with third parties is
expected to continue until and through the year 2000. The Company has not to
date expended any significant funds for Y2K issues. Despite the Company's
assessment to date, there can be no assurance as to the ultimate effect that
the Y2K issue will have 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 June 30, 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 $4.1 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 $2.5 million of costs
related to the Company's new headquarters facility, (vii) to pay $4.4
million for two fiscal 1998 acquisitions and (viii) to make $3.4
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.
RECENT SALES OF UNREGISTERED SECURITIES.
As described under "Management's Discussion and Analysis of Financial
Condition and Results of Operations- Liquidity and Capital Resources"
the Company issued 27,999 shares of Common Stock on April 3, 1998 as
partial consideration for the acquisition of substantially all of the
operating assets of Eagle Transfer, Inc. Such transaction is exempt
from the registration requirements of the Securities Act by virtue of
Section 4(2) thereof as a transaction not involving any public
offering.
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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;
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," "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.
ELECTION OF DIRECTOR
Effective May 18, 1998, the Board of Directors elected Dr. Norwood W.
Knight-Richardson as a director to serve until the next annual
shareholders meeting or until his successor has been duly elected and
qualified.
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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, as amended. (Exhibit 3(i) to the Company's Form 10-Q
for the fiscal quarter ended March 31, 1998)
*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(iii)A Master Lease and Development Agreement dated as of April 3,
1998 between Asset XVI Holdings Company, L.L.C. and Eagle USA
Airfreight, Inc.
10(iii)B Master Participation Agreement dated as of April 3, 1998 among
Asset XVI Holdings Company, L.L.C., Eagle USA Airfreight, Inc.
and Bank One, Texas, N.A.
10(iii)C Loan Agreement dated as of April 3, 1998 between Asset
Holdings Company, L.L.C. and Bank One, Texas, N.A.
10(iii)D Appendix I to Master Participation Agreement, Master Lease and
Development Agreement and Loan Agreement.
11(i) Computation of Per Share Earnings for the Nine Months ended
June 30, 1998 and 1997.
11(ii) Computation of Per Share Earnings for the Three Months ended
June 30, 1998 and 1997.
27 Financial Data Schedule.
- ------------------
* Incorporated by reference as indicated.
(B) No reports on Form 8-K were filed during the quarter ended June 30,
1998.
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20
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: August 14, 1998 BY: /s/ James R. Crane
------------------------ ----------------------------
James R. Crane
President
Date: August 14, 1998 BY: /s/ Douglas A. Seckel
------------------------ ----------------------------
Douglas A. Seckel
Chief Financial Officer
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21
INDEX TO EXHIBITS
EXHIBITS DESCRIPTION
- -------- -----------
*3(i) Second Amended and Restated Articles of Incorporation of the Company as amended.
(Exhibit 3(i) to the Company's Form 10-Q for the fiscal quarter ended March 31, 1998)
*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(iii)A Master Lease and Development Agreement dated as of April 3, 1998 between Asset XVI
Holdings Company, L.L.C. and Eagle USA Airfreight, Inc.
10(iii)B Master Participation Agreement dated as of April 3, 1998 among Asset XVI Holdings
Company, L.L.C., Eagle USA Airfreight, Inc. and Bank One, Texas, N.A.
10(iii)C Loan Agreement dated as of April 3, 1998 between Asset Holdings Company, L.L.C. and
Bank One, Texas, N.A.
10(iii)D Appendix I to Master Participation Agreement, Master Lease and Development Agreement
and Loan Agreement.
11(i) Computation of Per Share Earnings for the Nine Months ended June 30, 1998 and 1997.
11(ii) Computation of Per Share Earnings for the Three Months ended June 30, 1998 and 1997.
27 Financial Data Schedule.
- ------------------
*Incorporated by reference as indicated.
21