MANAGEMENT'S DISCUSSION ================================================================================ MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Revenue (including revenue from non-freight activities) increased by 6.3% in 1999 to $372,149,000. For 1998, revenue totaled $349,932,000 and was 10.5% above 1997 revenue of $316,568,000. Freight revenue rose by 1.5% during 1999 and 7.0% in 1998. During 1999, the company incurred a net loss of $12,130,000 as compared to net income of $9,979,000 and $9,664,000 during 1998 and 1997, respectively. During the fourth quarter of 1999 FFEX announced a plan to restructure certain of its operations. The plan includes closing terminals, eliminating about 150 non-driver employee positions and the early disposition of certain trailers previously scheduled for retirement in 2001 and 2002. In connection with the plan, during 1999's fourth quarter FFEX recorded estimated restructuring expenses of $3.7 million which included $0.9 million for severance payments and $2.8 million for expenses associated with the early termination of trailer leases and the abandonment of a leased facility. The $3.7 million is classified as restructuring expense on the company's 1999 Consolidated Statement of Income. It is anticipated that these estimated amounts will be paid during 2000. During 1999, the company's plans to expand its fleet of full-truckload tractors were not met. In anticipation of success in meeting those plans, the company had previously expanded its fleet of 53-foot trailers. As a result, during the fourth quarter of 1999, the company had a surplus of trailers relative to tractors. During the fourth quarter of 1999, the company also recorded certain expenses associated with impairment of long-lived assets (see "Year 2000"). At the end of 1999, the company's full-truckload fleet numbered approximately 1,620 trucks, as compared to about 1,670 at the end of 1998. Primarily due to the reduced number of trucks, the number of full-truckload shipments fell by 0.6% during 1999 as compared to a 5.8% increase during 1998. During the fourth quarter of 1999, the company purchased the operating assets of a small refrigerated less than truckload (LTL) competitor. The company anticipates the traffic patterns of the combined LTL operations will provide moderate incremental freight revenue with nominal incremental associated costs. LTL revenue posted an increase of 4.7% in 1998 but fell by 0.7% in 1999. Revenue per hundredweight and revenue per shipment increased by 4.6% and 5.0%, respectively, in 1999. The number of LTL shipments declined by 5.2% during 1999. The company does not plan to add trucks to its company-operated, full-truckload fleet during 2000. The number of trucks in this fleet increased by approximately 100 during 1998 and declined by almost 90 to approximately 1,150 during 1999. Continued emphasis will be placed on improving the operating efficiency and increasing the utilization of this fleet through enhanced driver training and retention, by reducing the percentage of non-revenue-producing miles, and by extending the average loaded miles per shipment and through expansion of dedicated fleet operations. Prior to 1998, limited operations involving dedicated fleets were conducted. In such an arrangement, the company contracts to provide service involving the assignment of specific trucks to handle transportation needs of its customers. Frequently the company and customer anticipate that dedicated fleet logistics services will both lower the customer's transportation costs and improve the quality of the service the customer receives. In late 1998, the company improved its capability to provide and expanded its efforts to market such services. By December 31, 1999, 10% of the company-operated, full truckload fleet was engaged in dedicated fleet operations. The operation of the company's full-truckload fleet is facilitated by satellite technology that enhances efficiency and customer service. Position updates of each tractor are provided by the system and real-time communication between operations personnel and drivers are facilitated. During 1999, the company experienced difficulty in attracting qualified employee-drivers. Throughout 1997 and 1998, the company did not experience significant shortages of employee-drivers, although excessive turnover continued. Prior to 1999, it was not unusual for 20 to 40 trucks to be idle due to a shortage of drivers. During 1999, as many as 100 trucks were out of service from time to time due to lack of drivers. This shortage was a prime factor in reducing the size of the company-operated fleet. This situation, which has been typical in the industry, can increase costs of employee-driver compensation, training and recruiting. Significant resources are continually devoted to recruiting and retaining qualified employee-drivers and to improving their job satisfaction. ================================================================================ 7 MANAGEMENT'S DISCUSSION ================================================================================ As a part of its recruiting and training program, the company partners with driver training schools. The company pre-qualifies candidates and assists in funding their education, contingent upon successful and continuing employment as a driver for the company. Bonuses are earned by employee-drivers meeting certain fuel economy, productivity, safety, tenure and quality of service goals. Employee-drivers, as well as all other qualified employees, participate in stock option, 401(k), group health and other benefit programs. Recovery of future cost increases, if any, associated with driver turnover and compensation will depend upon competitive freight-market conditions. Changes in the percentage of freight revenue generated from full-truckload versus LTL shipments, as well as in the mix of company-provided versus owner-operator-provided equipment and in the mix of leased versus owned equipment, contribute to variations in related operating and interest expenses. Throughout the three years ended December 31, 1999, the company has seen moderate success in receiving rate increases from its customers. Costs, particularly associated with employee-driver payroll and equipment operation, have risen at a pace faster than have the rates charged by the company. The company expects to intensify its efforts to gain rate increases in order to offset such rising costs. Results of operations during 1999 were impacted by several events which occurred during the latter half of the year. These include adverse claims experience for work-related injuries and employee health insurance. Such costs are included in salaries, wages and related expenses which aggregated, as a percent of freight revenue, 28.7%, 26.9% and 25.5% for 1999, 1998 and 1997, respectively. The majority of the 1998 increase resulted from increased wages paid to employee-drivers. Of 1999's $6.7 million increase in salaries, wages and related expenses, 35% was related to driver wages and 30% was due to increased non-driver wages. The remainder was due principally to increased work-related claims and health insurance expenses. Throughout 1998 and 1997, the company capitalized the salaries paid to certain employees who were directly contributing to the development of a new management information system (MIS), which was implemented during mid-1999. Subsequent to the implementation, these salaries were expensed as incurred. The company has traditionally relied on owner-operator provided equipment to transport much of its customers' freight. As competition for employee-drivers has increased, other trucking companies have initiated or expanded owner-operator fleets. The number of trucks provided by owner-operators rose by about 20 during 1999, and by about 45 during 1998. Beginning in mid-1998, the company intensified its solicitation for and retention of owner-operator provided equipment. Due to a decline in the number of such trucks during 1997's first half that was not reversed until 1998's second half, the percentage of total full-truckload revenue from such equipment declined during 1998. As a result of these fluctuations in the quantity and revenue contribution of such equipment, the percent of freight revenue absorbed by purchased transportation declined from 23.1% in 1997 to 21.9% in 1998 and then rose to 22.6% in 1999. The company is considering programs designed to further expand its fleet of owner-operator trucks during 2000. Of 1999's $5,538,000 increase in supplies and expenses, 58% was the result of increased expenditures for fuel and fuel taxes. Another 15% was due to increased expenses associated with revenue equipment repairs and maintenance. Sudden and dramatic fuel price volatility can impact the company's profitability. A number of factors tend to diminish the impact of such volatility. Owner-operators are responsible for all costs associated with their equipment, including fuel. Therefore, the cost of such fuel is not a direct expense of the company. With regard to fuel expenses for company-operated equipment, the company attempts to mitigate the impact of fluctuating fuel costs by purchasing more fuel-efficient tractors and aggressively managing fuel purchasing. Also, certain rates charged by the company for its services are adjustable by reference to fuel prices. Relatively high or low fuel prices can result in upward or downward adjustment of freight rates, further mitigating the impact of such volatility on the company's profits. Such fluctuations result from many external market factors that cannot be influenced or predicted by the company. In addition, each year several states increase fuel taxes. Recovery of future increases or realization of future decreases in fuel prices and fuel taxes, if any, will continue to depend upon competitive freight-market conditions. The total of revenue equipment rent and depreciation expense increased to 12.4% of freight revenue in 1999 from 11.4% for 1998 and 11.2% for 1997. These increases were due in part to the increased use of leasing to finance the company's fleet. Equipment rental includes a component of interest-related expense that is classified as non-operating expense when the company incurs debt to acquire equipment. Equipment rent and depreciation also are affected by the replacement of less expensive (three year old) company-operated tractors and (seven year old) trailers with more expensive new equipment. Depreciation expense associated with the new MIS was also a component of the 1999 increase. ================================================================================ 8 MANAGEMENT'S DISCUSSION ================================================================================ Claims and insurance expense, as a percent of freight revenue, was 6.0% in 1999, 4.0% in 1998 and 4.1% in 1997. Claims against the company for highway accidents are the primary component of claims and insurance expense. These expenses tend to vary with miles traveled and with changes in the mix of full-truckload versus LTL operations. Insurance premiums do not significantly contribute to costs, partially because the company carries large deductibles under its policies of liability insurance. Claims and insurance costs on a per-mile basis declined by 3% during 1998 but rose by 49% during 1999. The 1999 increase was due primarily to adverse claims experience, particularly during the fourth quarter. Such expenses vary significantly from year to year. Reserves representing the company's estimate of ultimate claims outcomes are established based on information available at the time of an incident. As additional information becomes available, previously recorded amounts may be revised. The amount of open claims, some of which involve litigation, is significant. In the opinion of management, these claims can be resolved without a material adverse effect on the company's financial position or its results of operations. Gains on the disposition of equipment fell from $1,149,000 in 1997 to $840,000 in 1998 and to $594,000 in 1999. The amount of such gains depends primarily upon conditions in the market for used equipment. Miscellaneous expenses rose by $3.5 million during 1999, almost 90% of which was due to increased provisions for uncollectable accounts receivable. Accounts receivable, net, a main component of working capital, increased by 49% between 1997 and 1999, as compared to an 18% increase in revenue. Before offset of allowances for doubtful accounts, the 1997 through 1999 increase was 60%. Much of the increase occurred during the last 6 months of 1999. This was partially a result of delays in the company's collection cycle. During 1999, the company completed a computer systems conversion. Following this conversion, the company experienced problems regarding the presentation of invoices to some of its customers, contributing to increased past-due receivables. During the fourth quarter of 1999, an analysis resulted in an increased estimate of such receivables that may not ultimately be collected. The company also has a non-freight segment engaged in the sale and service of refrigeration equipment and of trailers used in freight transportation. Revenue from these operations was $61,247,000 in 1999, $43,819,000 during 1998 and $30,470,000 during 1997. Operating profits from this segment of $992,000, $1,862,000 and $1,076,000 were posted for 1999, 1998 and 1997, respectively. Revenue continued to expand throughout the three-year period. However, increased competition in the used transportation marketplace has narrowed margins and increased selling and administrative expenses. During the fourth quarter of 1999, the non-freight segment also recorded a reserve for potentially obsolete inventory, estimated warranty claims and uncollectable accounts of approximately $625,000. For 1999, the company incurred a loss from operations of $15,235,000 as compared to income from operations of $16,753,000 and $15,060,000 for 1998 and 1997, respectively. For 1999, 1998 and 1997, interest and other expense was $4,019,000, $1,038,000 and $1,244,000, respectively. Increased interest costs associated with borrowed funds and reduced interest income contributed to this increase (See "Liquidity and Capital Resources"). Interest and other expenses were also impacted during 1999 by a company-owned life insurance ("COLI") program and other life insurance programs and investments. The company's 1999 loss before benefit from income taxes was $19,254,000. Pre-tax income was $15,715,000 and $13,816,000 for 1998 and 1997, respectively. The effective income tax rate was 37.0% of pre-tax income for 1999, as compared to 36.5% for 1998 and 30.1% for 1997. Prior to 1998, fluctuations in effective income tax rates were primarily attributable to the presence of non-taxable income from COLI. Offsetting this non-taxable income were tax-deductible interest costs associated with the program. The combination of non-taxable COLI income and this tax-deductible interest expense negatively impacted pre-tax income from 1994 through 1997. The effect was to reduce income taxes through the deductibility of such interest costs. Due to legislation enacted during 1996 that limited the deductibility of COLI-related interest expense, a phase-out of COLI was implemented during 1998. Tax savings from related interest costs were reduced resulting in increased effective tax rates. LIQUIDITY AND CAPITAL RESOURCES During 1999, cash used in operating activities was $2.6 million as compared to cash provided by operations of $13.9 million and $28.5 million for 1998 and 1997, respectively. These fluctuations have resulted from declines in overall profitability coupled with fluctuating working capital. (See "Results of Operations".) ================================================================================ 9 MANAGEMENT'S DISCUSSION ================================================================================ Expenditures for property and equipment totaled $28.3 million in 1999, $27.7 million during 1998 and $14.7 million during 1997. In addition, the company financed, through operating leases, the acquisition of revenue equipment valued at approximately $40 million in 1999, $28 million during 1998 and $27 million during 1997. From 1992 until the end of 1999, the company had in place a $50 million unsecured revolving credit facility. Interest rates were at prime or below, and no commitment fee was payable. The 1992 agreement imposed certain financial limitations on the company regarding interest coverage, financial leverage and dividend payments. During the fourth quarter of 1999, the company informed the banks that it expected to be in violation of certain of these limitations as of December 31, 1999. Accordingly, the 1992 agreement was amended to exclude those limitations that the company expected to violate. The amendment also increased the interest rates payable under the agreement and set a March 1, 2000 expiration date. During January and February 2000, the company and the same three banks as were involved in the 1992 agreement successfully negotiated (pending final documentation agreeable to all parties) a proposed new credit agreement. The proposed new agreement provided for loans to be secured by the company's accounts receivable and inventories. Interest rates and other fees payable to the banks were increased under the proposed new agreement which contained a pricing "grid" where increased levels of profitability and cash flow on reduced levels of indebtedness would reduce such interest rates and other fees. The proposed agreement restricted payments of cash dividends, repurchases of company stock and the amount of capital expenditures. The term of the proposed agreement was two years. The proposed agreement was between the company and three banks, each of whom had participated in the 1992 agreement since its inception. Closing was scheduled for March 1, 2000. On February 28, 2000 one of the banks announced its unwillingness to commit to the proposed two-year term, and limited its participation to 90 days. Accordingly, the term of the proposed agreement was shortened to expire on June 1, 2000. The other terms and conditions of the proposed agreement were substantially unchanged and closing of the proposed agreement occurred on March 1, 2000. Based upon discussions with the remaining two banks and other advisors, the company expects to obtain a suitable replacement facility prior to June 1, 2000. There can be no assurance, however, that such a facility will be in place by June 1, 2000. Accordingly, the company is considering alternative strategies which would accommodate the company's financial requirements beyond June 1, 2000. Because the credit agreement is set to expire on June 1, 2000, the amount borrowed as of December 31, 1999 has been reflected on the company's balance sheet as a current liability. The amended 1992 agreement and the agreement that replaced it are also used to support letters of credit issued in connection with the company's insurance and risk management programs. At the end of 1999, approximately $18.5 million was available under the credit line. In connection with its restructuring efforts, the company does not expect to add tractors or trailers to its company-operated fleet during 2000. Approximately 350 three-year old tractors, presently scheduled for retirement during 2000, are expected to be replaced. These expenditures will be financed with internally generated funds, borrowings under available credit agreements and leasing. Subject to the successful negotiation of a replacement credit facility, management believes these sources of capital will be sufficient to finance the company's operations. YEAR 2000 ("Y2K") Neither the Company nor its significant suppliers nor customers experienced significant malfunctions or errors in its operating or business systems when the date changed from 1999 to 2000. Based on operations since January 1, 2000, the Company does not expect any significant impact to its ongoing business as a result of the Y2k issue. The Company expended approximately $10 million through December 31, 1999, on a systems conversion project that totally replaced a non-Y2k compliant mainframe system with a Y2k compliant system. These efforts included replacing outdated, non-compliant hardware and software as well as remediating other Y2k problems. In connection with its effort to prepare for the Y2k switchover, the company concluded a five-year systems development effort during 1999. Subsequent to the conversion to the new MIS, the company commenced a review of the functions it provided. The review, which was completed during the fourth quarter of 1999 revealed numerous features of the system which the company no longer intends to utilize. Those features have been abandoned. Of the approximately $10.0 million which was expended to develop the new MIS, approximately $2.7 million was allocated to the abandoned portion of the MIS. Such amount is reflected on the company's 1999 Consolidated Statement of Income as "impairment of long-lived assets". ================================================================================ 10 TEN-YEAR STATISTICS AND FINANCIAL DATA 1999 1998 1997 1996 - --------------------------------------------------------------------- -------------- -------------- -------------- -------------- (unaudited and in thousands, except ratio, rate, equipment and per-share amounts) SUMMARY OF OPERATIONS Revenue 372,149 349,932 316,568 311,428 Operating expenses 387,384 333,179 301,508 296,283 Net (loss) income (12,130) 9,979 9,664 8,533 Pre-tax margin (5.2)% 4.5% 4.4% 3.8% After-tax return on equity (13.4)% 10.4% 10.9% 10.7% Net (loss) income per common share, diluted (.74) .59 .57 .51 FINANCIAL DATA Working capital 12,054 39,353 44,979 34,162 Current ratio 1.2 2.2 2.4 2.1 Cash (used in) provided by operations (2,559) 13,877 28,460 10,800 Capital expenditures, net 23,917 22,236 7,955 7,191 Short and long-term debt 26,500 -- -- -- Shareholders' equity 83,121 98,277 93,077 83,953 Debt-to-equity ratio .3 -- -- -- COMMON STOCK Average shares outstanding, diluted 16,352 17,039 17,056 16,838 Book value per share 5.09 5.96 5.53 5.04 Market value per share High 8.500 10.500 10.250 13.875 Low 3.250 5.688 8.375 7.875 Cash dividends per share .09 .12 .12 .12 REVENUE Full-truckload 211,545 206,098 190,576 195,458 Less-than-truckload 99,357 100,015 95,522 92,496 TL/LTL % revenue contribution 57/27 59/29 60/30 63/30 EQUIPMENT IN SERVICE AT YEAREND Tractors Company operated 1,240 1,328 1,220 1,202 Provided by owner-operators 690 672 628 703 Total 1,930 2,000 1,848 1,905 Trailers Company operated 3,335 2,940 2,784 2,998 Provided by owner-operators 23 22 23 20 Total 3,358 2,962 2,807 3,018 FULL-TRUCKLOAD Revenue 211,545 206,098 190,576 195,458 Loaded miles 157,248 155,045 143,902 145,785 Shipments 165.0 166.0 156.9 158.1 Revenue per shipment 1,282 1,242 1,215 1,236 Loaded miles per load 953 934 917 922 Revenue per loaded mile 1.35 1.33 1.32 1.34 Shipments per business day 655 659 623 627 Revenue per business day 839 817 756 776 LESS-THAN-TRUCKLOAD Revenue 99,357 100,015 95,522 92,496 Hundredweight 8,075 8,502 8,537 8,652 Shipments 277.9 293.1 293.1 304.6 Revenue per hundredweight 12.30 11.76 11.19 10.69 Revenue per shipment 358 341 326 304 Revenue per business day 394 397 379 367 Pounds per shipment 2,906 2,901 2,913 2,840 - --------------------------------------------------------------------- -------------- -------------- -------------- -------------- 12 1995 1994 1993 1992 1991 1990 -------------- -------------- -------------- -------------- -------------- -------------- 292,345 274,620 227,389 194,888 176,995 160,171 276,961 255,484 211,999 183,179 167,033 152,370 9,253 11,874 9,441 7,144 5,202 3,618 4.5% 6.5% 6.3% 5.8% 4.8% 3.6% 13.3% 20.4% 20.1% 18.6% 16.0% 12.6% .56 .72 .58 .45 .34 .25 25,024 25,623 20,823 16,949 15,612 13,085 1.7 1.8 1.8 1.8 2.1 1.9 24,180 20,025 17,482 16,395 14,968 9,022 8,383 8,160 18,453 18,375 (2,423) 16,285 -- 9,000 17,000 12,000 5,000 19,200 75,021 64,288 51,983 41,799 35,059 30,005 -- .1 .3 .3 .1 .6 16,519 16,451 16,276 15,910 15,249 14,519 4.59 4.03 3.31 2.72 2.42 2.11 13.900 15.000 15.000 11.475 4.088 2.700 8.500 11.000 7.275 3.938 1.800 1.838 .12 .096 .096 .079 .06 .06 180,598 163,988 129,549 109,178 103,582 90,043 87,783 88,328 80,965 72,864 65,068 64,589 62/30 60/32 57/36 56/37 59/37 56/40 1,149 1,099 945 800 737 739 667 505 457 432 421 386 1,816 1,604 1,402 1,232 1,158 1,125 2,770 2,406 2,027 1,609 1,475 1,419 27 21 32 24 28 38 2,797 2,427 2,059 1,633 1,503 1,457 180,598 163,988 129,549 109,178 103,582 90,043 135,469 121,106 97,753 83,247 80,663 69,800 142.9 128.1 106.6 92.9 85.5 75.8 1,264 1,280 1,215 1,175 1,211 1,188 948 945 917 896 943 921 1.33 1.35 1.33 1.31 1.28 1.29 567 508 423 367 339 301 717 651 514 431 411 357 87,783 88,328 80,965 72,864 65,068 64,589 8,296 8,670 8,116 6,848 6,211 6,314 292.1 305.2 292.0 253.3 231.3 241.7 10.58 10.19 9.98 10.64 10.48 10.23 301 289 277 288 281 267 348 351 321 288 258 256 2,840 2,841 2,779 2,704 2,685 2,612 -------------- -------------- -------------- -------------- -------------- -------------- 13 CONSOLIDATED STATEMENTS OF INCOME - ------------------------------------------------------------------------------------------------------------ Frozen Food Express Industries, Inc. and Subsidiaries December 31, 1999, 1998, and 1997 (in thousands, except per-share amounts) 1999 1998 1997 - ------------------------------------------------------------------------------------------------------------ Revenue Freight revenue $ 310,902 $ 306,113 $ 286,098 Non-freight revenue 61,247 43,819 30,470 ------------------------------------------ 372,149 349,932 316,568 ------------------------------------------ Costs and expenses Freight operating expenses Salaries, wages and related expenses 89,174 82,479 72,989 Purchased transportation 70,353 67,124 65,988 Supplies and expenses 88,430 82,892 78,854 Revenue equipment rent 26,949 25,578 22,349 Depreciation 11,752 9,381 9,643 Communications and utilities 3,949 4,321 3,294 Claims and insurance 18,577 12,207 11,634 Operating taxes and licenses 5,488 4,908 4,857 Gain on disposition of equipment (594) (840) (1,149) Miscellaneous expense 6,674 3,172 3,655 Impairment of long-lived assets 2,656 -- -- Restructuring expense 3,721 -- -- ------------------------------------------ 327,129 291,222 272,114 Non-freight costs and operating expenses 60,255 41,957 29,394 ------------------------------------------ 387,384 333,179 301,508 ------------------------------------------ (Loss) income from operations (15,235) 16,753 15,060 Interest and other expense 4,019 1,038 1,244 ------------------------------------------ (Loss) income before income tax (19,254) 15,715 13,816 (Benefit from) provision for income tax (7,124) 5,736 4,152 ------------------------------------------ Net (loss) income $ (12,130) $ 9,979 $ 9,664 =========================================== Net (loss) income per share of common stock Basic $ (.74) $ .59 $ .58 Diluted $ (.74) $ .59 $ .57 =========================================== See accompanying notes. - ------------------------------------------------------------------------------------------------------------- 14 CONSOLIDATED BALANCE SHEETS - ---------------------------------------------------------------------------------------------------------- Frozen Food Express Industries, Inc. and Subsidiaries December 31, 1999 and 1998 (in thousands) 1999 1998 - ---------------------------------------------------------------------------------------------------------- ASSETS Current assets Cash and cash equivalents $ 1,613 $ 6,023 Accounts receivable, net 52,312 43,802 Inventories 17,719 12,575 Tires on equipment in use 5,036 5,276 Deferred federal income tax 289 -- Other current assets 3,978 3,259 ------------------------------ Total current assets 80,947 70,935 Property and equipment, net 73,640 64,405 Other assets 15,496 14,340 ------------------------------ $ 170,083 $ 149,680 ============================== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Accounts payable $ 24,797 $ 17,153 Accrued claims 6,631 3,801 Accrued payroll 5,890 5,759 Federal income tax payable -- 1,104 Deferred federal income tax -- 212 Short-term debt 26,500 -- Accrued liabilities 5,075 3,553 ------------------------------ Total current liabilities 68,893 31,582 Deferred federal income tax 2,795 8,418 Accrued claims and liabilities 15,274 11,403 Commitments and contingencies -- -- ------------------------------ Total liabilities and deferred credits 86,962 51,403 ------------------------------ Shareholders' equity Common stock, 17,281 shares issued 25,921 25,921 Additional paid-in capital 5,056 5,323 Retained earnings 59,399 73,001 ------------------------------ 90,376 104,245 Less - Treasury stock, at cost 7,255 5,968 ------------------------------ Total shareholders' equity 83,121 98,277 ------------------------------ $ 170,083 $ 149,680 ============================== See accompanying notes. - ---------------------------------------------------------------------------------------------------------- 15 CONSOLIDATED STATEMENTS OF CASH FLOWS - --------------------------------------------------------------------------------------------------------------------------- Frozen Food Express Industries, Inc. and Subsidiaries December 31, 1999, 1998 and 1997 (in thousands) 1999 1998 1997 - --------------------------------------------------------------------------------------------------------------------------- Cash flows from operating activities Net (loss) income $ (12,130) $ 9,979 $ 9,664 Non-cash items involved in net income Depreciation and amortization 13,564 10,854 10,331 Provision for losses on accounts receivable 5,296 2,285 1,964 Deferred federal income tax (6,124) 997 1,079 Gain on disposition of equipment (594) (840) (1,149) Impairment of long-lived assets 2,656 -- -- Restructuring expense 3,721 -- -- Non-cash contribution to employee benefit plans -- 1,370 1,631 Change in assets and liabilities Accounts receivable (13,359) (10,817) 2,508 Inventories (5,144) (1,967) (2,168) Tires on equipment in use 240 (501) 742 Other current assets (719) (85) 2,313 Accounts payable 6,505 4,553 (1,384) Accrued claims and liabilities 5,377 (2,773) 1,993 Accrued payroll (744) 517 292 Federal income tax payable (1,104) 305 644 --------------------------------------- Net cash (used in) provided by operating activities (2,559) 13,877 28,460 --------------------------------------- Cash flows from investing activities Expenditures for equipment (28,294) (27,722) (14,656) Proceeds from sale of equipment 4,377 5,486 6,701 Other (1,408) (2,787) (1,686) --------------------------------------- Net cash used in investing activities (25,325) (25,023) (9,641) --------------------------------------- Cash flows from financing activities Borrowings under revolving credit agreement 72,500 2,000 19,000 Payments against revolving credit agreement (46,000) (2,000) (19,000) Dividends paid (1,472) (2,016) (2,012) Proceeds from sale of treasury stock 198 1,546 1,513 Purchases of treasury stock (1,752) (5,679) (1,672) --------------------------------------- Net cash provided by (used in) by financing activities 23,474 (6,149) (2,171) --------------------------------------- Net (decrease) increase in cash and cash equivalents (4,410) (17,295) 16,648 Cash and cash equivalents at beginning of year 6,023 23,318 6,670 --------------------------------------- Cash and cash equivalents at end of year $ 1,613 $ 6,023 $ 23,318 ======================================= See accompanying notes. - ------------------------------------------------------------------------------------------------------------------------- 16 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - ------------------------------------------------------------------------------------------------------------------------------------ Frozen Food Express Industries, Inc. and Subsidiaries December 31, 1999 Shares of Par Value of Additional Shares of Cost of Total Common Common Paid-In Retained Treasury Treasury Shareholders' Stock Issued Stock Capital Earnings Stock Stock Equity - -------------------------------------- --------------------------------------------------------------------------------------------- At December 31, 1996 17,281 $ 25,921 $ 3,462 $ 57,386 639 $ 2,816 $ 83,953 Net income -- -- -- 9,664 -- -- 9,664 Cash dividends paid -- -- -- (2,012) -- -- (2,012) Treasury stock reacquired -- -- -- -- 183 1,686 (1,686) Treasury stock reissued -- -- 1,377 -- (304) (1,475) 2,852 Exercise of stock options -- -- (60) -- (73) (366) 306 --------------------------------------------------------------------------------------------- At December 31, 1997 17,281 25,921 4,779 65,038 445 2,661 93,077 Net income -- -- -- 9,979 -- -- 9,979 Cash dividends paid -- -- -- (2,016) -- -- (2,016) Treasury stock reacquired -- -- -- -- 694 5,679 (5,679) Treasury stock reissued -- -- 673 -- (250) (1,645) 2,318 Exercise of stock options -- -- (129) -- (107) (727) 598 --------------------------------------------------------------------------------------------- At December 31, 1998 17,281 25,921 5,323 73,001 782 5,968 98,277 Net loss -- -- -- (12,130) -- -- (12,130) Cash dividends paid -- -- -- (1,472) -- -- (1,472) Treasury stock reacquired -- -- -- -- 239 1,752 (1,752) Exercise of stock options -- -- (267) -- (61) (465) 198 --------------------------------------------------------------------------------------------- At December 31, 1999 17,281 $ 25,921 $ 5,056 $ 59,399 960 $ 7,255 $ 83,121 ============================================================================================= See accompanying notes. - ------------------------------------------------------------------------------------------------------------------------------------ NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES PRINCIPLES OF CONSOLIDATION -- Frozen Food Express Industries, Inc., a Texas corporation, and its subsidiaries, all of which are wholly-owned (collectively, "FFEX"), are primarily engaged in motor carrier transportation of perishable commodities, providing service for full-truckload and less-than-truckload shipments throughout North America. The consolidated financial statements include FFEX. All significant intercompany balances and transactions have been eliminated in consolidation. ACCOUNTING ESTIMATES -- The preparation of financial statements in conformity with generally accepted accounting principles requires estimates and assumptions that affect the value of assets, liabilities, revenue and expenses. Estimates and assumptions also influence the disclosure of contingent assets and liabilities. Actual outcomes may vary from these estimates and assumptions. CASH EQUIVALENTS -- FFEX considers all highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents. - -------------------------------------------------------------------------------- 17 ACCOUNTS RECEIVABLE -- FFEX extends trade credit to customers primarily located in the United States. Accounts receivable from customers are stated net of allowances for doubtful accounts of $8,392,000 and $3,246,000 as of December 31, 1999 and 1998, respectively. INVENTORIES -- Inventories are valued at the lower of cost (principally weighted average cost or specific identification method) or market. FREIGHT REVENUE AND EXPENSE RECOGNITION -- Freight revenue and associated direct operating expenses are recognized on the date the freight is picked up from the shipper. INCOME TAXES -- Deferred income taxes are provided for temporary differences between the tax basis of assets and liabilities and their financial reporting amounts. Deferred taxes are recorded based upon statutory tax rates anticipated to be in effect when temporary differences are expected to reverse. LONG-LIVED ASSETS -- FFEX periodically evaluates whether the remaining useful life of long-lived assets may require revision or whether the remaining unamortized balance is recoverable. When factors indicate that an asset should be evaluated for possible impairment, FFEX uses an estimate of the asset's discounted cash flow in evaluating its recoverable value. Included in other non-current assets are costs associated with life insurance policies and related investments owned by FFEX. 2. PROPERTY AND EQUIPMENT Property and equipment is carried at historical cost and consists of the following (in thousands): December 31, Estimated ------------------------ Useful Life 1999 1998 (Years) ------------------------------------------------------------------------ Land $ 4,845 $ 3,273 - Buildings and improvements 15,599 14,971 20 - 30 Revenue equipment 64,046 55,822 3 - 7 Service equipment 16,642 14,887 2 - 20 Computer, software and related equipment 18,292 19,425 3 - 12 ----------------------------- 119,424 108,378 Less accumulated depreciation 45,784 43,973 ----------------------------- $ 73,640 $ 64,405 ========================================= 3. SHORT-TERM DEBT, SUBSEQUENT EVENT As of December 31, 1999, FFEX had a $50 million unsecured line of credit pursuant to a revolving credit agreement with three commercial banks. The agreement was amended in December 1999. The amendment revised certain convenants and was structured to accommodate FFEX's 1999 operating results and to set a March 1, 2000 expiration. As amended, the agreement was terminable by any party upon sixty days' notice, with repayment due over 4 years commencing 13 months following termination. Interest was due quarterly at the prime rate of one of the banks. Alternately, FFEX may elect to borrow for specified periods of time at fixed interest rates which are based on the London Interbank Offered Rate in effect at the time of a fixed rate borrowing. At December 31, 1999, $26.5 million was borrowed against this facility. On March 1, 2000, FFEX entered into an amended and restated agreement. The new facility, which is secured by liens against FFEX's inventory and trade accounts receivable, is with the same banks as the credit agreement it replaced. The new agreement also contains a pricing "grid" where increased levels of profitability and cash flows or reduced levels of indebtedness can reduce the rates of interest expense incurred by FFEX. The agreement restricts payments of cash dividends, repurchase of FFEX stock and the amount of capital expenditures. The amount which FFEX may borrow under the new facility may not exceed the lesser of $50 million, as adjusted for letters of credit and other debt as defined in the new agreement, or a multiple of a measure of cashflow as described in the new agreement. The amended and restated credit agreement matures on June 1, 2000 and contains no provision to enable FFEX to convert the amount then borrowed into a term loan, as was the case pursuant to the facility which expired on March 1, 2000. At December 31, 1999, approximately $18.5 million was available under the agreement. Total interest payments under the credit line during 1999, 1998 and 1997 were $1,341,000, $5,000 and $149,000, respectively. The weighted average interest rate incurred by the company during 1999 was 6.1%. - -------------------------------------------------------------------------------- 18 4. COMMITMENTS AND CONTINGENCIES FFEX leases real estate and equipment. The aggregate future minimum rentals under non-cancelable operating leases at December 31, 1999, are (in thousands): Third Related Parties Parties Total ----------------------------------------------------- 2000 $ 21,302 $ 1,539 $ 22,841 2001 17,011 1,057 18,068 2002 10,811 515 11,326 2003 6,667 -- 6,667 2004 4,785 -- 4,785 After 2004 4,370 -- 4,370 --------------------------------------- Total $ 64,946 $ 3,111 $ 68,057 ======================================= Leases with related parties involve tractors leased from certain officers of FFEX under three year non-cancelable operating leases. Rentals are determined by reference to amounts paid by FFEX to unaffiliated third-party lessors. For 1999, 1998 and 1997, payments under these leases were approximately $1,414,000, $1,389,000, and $1,191,000, respectively. At December 31, 1999, FFEX had purchase commitments of approximately $26.3 million for the purchase of revenue equipment during 2000. FFEX has accrued for costs related to public liability, cargo and work-related injury claims. When an incident occurs, FFEX records a reserve for the incident's estimated outcome. As additional information becomes available, adjustments are made. Such liabilities represent all such reserves and FFEX's estimate for incidents which may have been incurred but not reported. In the opinion of management, any additional costs incurred over amounts incurred to resolve these claims will not materially deviate from the aggregate amounts accrued. At December 31, 1999, FFEX had established approximately $5 million of irrevocable letters of credit in favor of insurance companies and pursuant to certain insurance agreements. The letters of credit may be drawn upon in the event of default for failure to pay claims. 5. FINANCING AND INVESTING ACTIVITIES NOT AFFECTING CASH During 1998 and 1997, FFEX funded contributions to its Employee Savings Plan and one of its Employee Stock Ownership Plans and Trusts (ESOPs) by transferring 140,194 and 179,998 shares, respectively, of treasury stock to the trustees of the plans. No shares were contributed in 1999. The fair market value of the shares, at the time of the contributions, was approximately $1,370,000 and $1,631,000 for 1998 and 1997, respectively. As of December 31, 1999, accounts payable included $1,100,000 for the purchase of equipment delivered during 1999. As of December 31, 1999 and 1998, accounts receivable included $735,000 and $794,000, respectively, from the sale of equipment retired and sold during 1999 and 1998. 6. SAVINGS PLAN FFEX sponsors a 401(k) Savings Plan (the Plan) for its employees. Contributions by FFEX to the Plan are determined by reference to voluntary contributions made by each employee. Additional contributions are made at the discretion of the Board of Directors. FFEX contributions are made in cash. For 1999, 1998 and 1997, total contributions to the Plan were approximately $1,481,000, $1,653,000 and $1,631,000, respectively. - -------------------------------------------------------------------------------- 19 7. INCOME TAXES Total federal income taxes paid by FFEX were $5,150,000 and $832,000 for 1998 and 1997, respectively. No such taxes were paid during 1999. The following presents the changes in the primary components of the net deferred tax liability (in thousands): Deferred December 31, (Provision) December 31, 1998 Benefit 1999 ------------------------------------------------------------------------- Deferred Tax Assets: Accrued claims $ 4,947 $ 832 $ 5,779 Net operating loss -- 5,934 5,934 Allowance for bad debts 1,049 696 1,745 --------------------------------------- 5,996 7,462 13,458 --------------------------------------- Deferred Tax Liabilities: Prepaid expense (2,498) (403) (2,901) Fixed assets (11,686) 699 (10,987) Other (442) (1,634) (2,076) --------------------------------------- (14,626) (1,338) (15,964) --------------------------------------- $ (8,630) $ 6,124 $ (2,506) ======================================= The (benefit from) provision for income tax consists of the following (in thousands): 1999 1998 1997 ------------------------------------------------------------------------- Taxes currently payable Federal $(1,104) $ 4,264 $ 2,531 State 104 475 542 Deferred federal taxes (6,124) 997 1,079 --------------------------------------- $(7,124) $ 5,736 $ 4,152 ======================================= The differences between the statutory federal income tax rate and FFEX's effective income tax rate are as follows: 1999 1998 1997 ------------------------------------------------------------------------- Statutory federal income tax rate 35.0% 34.5% 34.3% Company-owned life insurance -- -- (3.5) State income taxes and other 2.0 2.0 (0.7) ------------------------------------- 37.0% 36.5% 30.1% ===================================== 8. NET INCOME OR LOSS PER SHARE OF COMMON STOCK Basic Earnings Per Share ("EPS") is computed by dividing net income or loss by the weighted average number of shares of common stock outstanding during the year. Diluted EPS is determined by dividing net income by the weighted average shares outstanding assuming the exercise of all dilutive items (using the treasury stock method). The table below sets forth information regarding weighted average basic and diluted shares (in thousands): 1999 1998 1997 ----------------------------------------------------------------- Basic Shares 16,352 16,789 16,767 Common Stock Equivalents -- 250 289 ------------------------------------- Diluted Shares 16,352 17,039 17,056 ===================================== All common stock equivalents result from dilutive stock options. For 1998 and 1997, the percentage of stock options excluded from common stock equivalents due to exercise prices in excess of average market prices was 52% and 43%, respectively. For 1999, approximately 81,000 common stock equivalent shares were excluded because their impact would have been anti-dilutive. 9. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK As of December 31, 1999, long-term debt was $26.5 million, which approximated fair market value. No short-term debt was present. Also, as of December 31, 1999, FFEX held no material market risk sensitive instruments (for trading as well as non-trading purposes) which would involve significant foreign currency exchange rate risk, commodity price risk or other relevant market risks, such as equity price risk. Accordingly, the potential loss to FFEX in future earnings, fair values or cash flows of market risk sensitive investments resulting from changes in interest rates, foreign currency exchange rates, commodity prices and other relevant market rates or prices is not significant. - -------------------------------------------------------------------------------- 20 10. SHAREHOLDERS' EQUITY As of December 31, 1999, 1998 and 1997, there were authorized 40 million shares of FFEX's $1.50 par value common stock. Stock options were granted pursuant to stock option plans adopted in 1996, 1994, 1993, 1987 and 1982. The plans provide that options for shares of FFEX common stock may be granted to officers and employees of FFEX at the fair market value on the date of grant and to non-employee directors of FFEX at the greater of $1.00 or 50% of the market value at date of grant. All options expire 10 years from the date of grant. Options may be granted for 10 years following plan adoption. The table below sets forth summarized information regarding stock options (in thousands, except per-share amounts): 1999 1998 1997 - ------------------------------------------ -------------------------------- Options outstanding at Beginning of Year 3,217 2,329 1,363 Cancelled (570) (704) (268) Granted 592 1,700 1,307 Exercised (57) (108) (73) -------------------------------- Options outstanding at Year-End 3,182 3,217 2,329 ================================ Exercisable options 1,402 1,045 1,031 Options available for future grants 2,045 1,761 1,262 Average price of options Cancelled during year $8.66 $8.66 $8.69 Granted during year $7.70 $8.48 $8.87 Exercised during year $3.13 $5.20 $4.17 Outstanding at yearend $8.55 $8.03 $8.61 ================================ FFEX applies APB Opinion 25 and related interpretations in accounting for its plans. Accordingly, no expense has been recognized for stock option grants to employees. Had such expense been determined based on the options' estimated fair value at the grant dates for awards under those plans consistent with the method of SFAS No. 123 "Accounting For Stock-owned Compensation", FFEX's net loss would have increased to $13.3 million or ($0.81 per share, diluted) for 1999. FFEX's net income would have been reduced to $9,167,000 ($0.54 per share, diluted) for 1998, and $8,784,000 ($.52 per share, diluted) for 1997. The expense that has been charged against income for grants to non-employee directors was $35,000, $56,000 and $42,000 for 1999, 1998 and 1997, respectively. Pro forma information regarding net income and earnings per share has been determined as if FFEX had accounted for its employee stock options under the fair value method. For purposes of pro forma disclosures, the estimated fair value of the options is recognized over the options' vesting period. The fair value for these options was estimated at the date of grant using a Black-Scholes option pricing model with the following weighted average assumptions for 1999, 1998 and 1997: 1999 1998 1997 - -------------------------------------------- ---------------------------------- Risk-free interest rate 4.71% 5.27% 6.25% Dividend yield 1.50% 1.46% 1.36% Volatility factor .700 .365 .368 Weighted average expected life (years) 6.2 5.8 6.0 ================================== The Black-Scholes option valuation model uses highly subjective assumptions and was developed for use in estimating the value of traded options that have no restrictions on vesting or transferring. FFEX's stock options have such restrictions. Therefore, in management's opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its stock options. - -------------------------------------------------------------------------------- 21 The range of unexercised option prices at December 31, 1999 is as follows: Quantity of Options (in thousands) Priced Between --------------------- --------------------- 143 $1.00 - $5.00 941 $5.01 - $8.00 2,098 $8.01 - $12.40 ----- 3,182 =========================================== FFEX has authorized the repurchase of up to one million shares of Company stock in the open market of which 297,000 shares had been repurchased as of December 31, 1999. Pursuant to this and previous authorizations, approximately $1,679,000 was expended to acquire approximately 239,000 shares during 1999. 11. RESTRUCTURING EXPENSE During the fourth quarter of 1999, FFEX announced a restructuring plan. The plan calls for the closure of certain terminals, elimination of approximately 150 non-driver employee positions and early disposition of certain 48' trailers previously scheduled for retirement in 2001 and 2002. In connection with the plan, during 1999's fourth quarter, FFEX recorded estimated restructuring expenses of $3.7 million which included $875,000 for severance payments and $2.8 million for early termination of certain operating leases and expenses associated with abandonment of a leased facility. All of the $3.7 million is classified as "restructuring expense" on the accompanying FFEX 1999 Consolidated Statement of Income. Estimated severance payments are included as accrued payroll on the accompanying FFEX 1999 Consolidated Balance Sheet. The remainder of the restructuring expense estimate was reflected on the accompanying Consolidated Balance Sheet as accrued liabilities. 12. IMPAIRMENT OF LONG-LIVED ASSETS During the first half of 1999, FFEX converted to a management information system that had been in development for several years. Consistent with AICPA Statement of Position No. 98-1, FFEX capitalized as a long-lived asset the direct costs associated with the development effort. During the fourth quarter 1999, FFEX determined that certain components of the system, including links to the legacy system that is no longer in use and certain modules of the new system were impaired. In accordance with SFAS No. 121 "Accounting for the Impairment of Long-Lived Assets" associated costs of $2.7 million were charged to expense during the fourth quarter 1999. 13. OPERATING SEGMENTS The operations of FFEX consist of two reportable segments as defined by SFAS No. 131 "Disclosures About Segments of an Enterprise and Related Information". The larger segment consists of FFEX's motor carrier operation. Such operations are conducted in a number of divisions and subsidiaries and are similar in nature. FFEX has elected to report all motor carrier operations as one reportable segment. The smaller segment consists of FFEX's non-freight operations which are engaged primarily in the sale and service of refrigeration equipment and of trailers used in freight transportation. - -------------------------------------------------------------------------------- 22 Financial information for each reportable segment for each of the 3 years ended December 31, 1999 is as follows (in millions): 1999 1998 1997 - ------------------------------------- -------------------------------------- Freight Operations Total Revenue $ 310.9 $ 306.1 $ 286.1 Restructuring Expense 3.7 -- -- Operating (Loss) Income (16.2) 14.9 14.0 Total Assets 156.5 140.3 136.8 Non-Freight Operations Total Revenue $ 74.7 $ 56.6 $ 36.9 Restructuring Expense -- -- -- Operating (Loss) Income 1.0 1.9 1.1 Total Assets 33.2 23.0 17.1 Intercompany Eliminations Revenue $ 13.5 $ 12.8 $ 6.4 Restructuring Expense -- -- -- Operating (Loss) Income -- -- -- Total Assets 19.6 13.6 11.2 Consolidated Revenue $ 372.1 $ 349.9 $ 316.6 Restructuring Expense 3.7 -- -- Operating (Loss) Income (15.2) 16.8 15.1 Total Assets 170.1 149.7 142.7 ====================================== Intercompany eliminations of revenue relate to transfers at cost of inventory such as trailers and refrigeration units from the non-freight segment for use by the freight segment. - -------------------------------------------------------------------------------- REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS - -------------------------------------------------------------------------------- To Frozen Food Express Industries, Inc.: We have audited the accompanying consolidated balance sheets of Frozen Food Express Industries, Inc. and subsidiaries as of December 31, 1999 and 1998, and the related consolidated statements of income, shareholders' equity and cash flows for each of the three years in the period ended December 31, 1999. These financial statements are the responsibility of FFEX's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Frozen Food Express Industries, Inc. and subsidiaries as of December 31, 1999 and 1998, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1999, in conformity with generally accepted accounting principles. Dallas, Texas /S/ ARTHUR ANDERSEN LLP March 1, 2000 23 QUARTERLY FINANCIAL, STOCK AND DIVIDEND INFORMATION - ------------------------------------------------------------------------------------------------------------------------------------ (Unaudited) (in thousands, except per-share amounts) First Second Third Fourth Quarter Quarter Quarter Quarter Year - ------------------------------------------------------------------------------------------------------------------------------------ 1999 Revenue $88,257 $96,818 $97,171 $89,903 $372,149 Income (loss) from operations 2,435 2,576 (830) (19,416) (15,235) Net (loss) income 1,263 1,317 (1,166) (13,544) (12,130) Net (loss) income per share of common stock Basic .08 .08 (.07) (.83) (.74) Diluted .08 .08 (.07) (.83) (.74) Cash dividends per share .03 .03 .03 -- .09 Common stock price per share High 8.500 7.625 7.625 6.250 8.500 Low 6.000 5.813 4.875 3.250 3.250 Common stock trading volume 1,250 1,560 1,733 2,045 6,588 - ------------------------------------------------------------------------------------------------------------------------------------ 1998 Revenue $77,511 $89,416 $93,527 $89,478 $349,932 Income from operations 2,157 5,117 4,846 4,633 16,753 Net income 1,395 3,038 2,850 2,696 9,979 Net income per share of common stock Basic .08 .18 .17 .16 .59 Diluted .08 .18 .17 .16 .59 Cash dividends per share .03 .03 .03 .03 .12 Common stock price per share High 10.375 10.500 10.000 9.750 10.500 Low 8.375 9.250 5.625 6.625 5.625 Common stock trading volume 1,379 2,005 2,955 2,237 8,576 ==================================================================================================================================== As of March 2, 2000, FFEX had approximately 5,000 beneficial shareholders, including participants in FFEX's retirement plans. - ------------------------------------------------------------------------------------------------------------------------------------ 24