UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q/A
Amendment No. 1
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934. For the quarterly period ended
June 30, 2002
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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 1-10006
Frozen Food Express Industries, Inc.
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(Exact name of registrant as specified in its charter)
Texas 75-1301831
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(State or other jurisdiction of (IRS Employer Identification No.)
Incorporation or organization)
1145 Empire Central Place Dallas, Texas 75247-4309
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(Address of principal executive offices) (Zip Code)
(2l4) 630-8090
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(Registrant's 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 (l) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
[X] Yes [ ] No
As of August 9, 2002, 16,718,000 shares of the Registrant's Common Stock, $1.50
par value, were outstanding.
Subsequent to the filing of the Registrant's Form 10 - Q for the period ending
June 30, 2002, it came to the Registrant's attention that the Registrant's
Consolidated Condensed Statements of Income for the Three and Six Month Periods
Ended June 30 2002 and 2001, which appear on page 3 of the Form 10 - Q, contain
certain typographical errors and omissions.
Specifically, the Consolidated Condensed Statements of Income contained on page
3 of the original filing inadvertently failed to include the line item for
"Depreciation" and included an incorrect amount for "Revenue equipment rent" for
the six month period ended June 30, 2001, both of which items are corrected in
this Form 10-Q/A.
INDEX
PART I - FINANCIAL INFORMATION
Page No.
--------
Item l. Financial Statements
Consolidated Condensed Balance Sheets -
June 30, 2002 and December 31, 2001 2
Consolidated Condensed Statements of Income -
Three and six months ended June 30, 2002 and 2001 3
Consolidated Condensed Statements of Cash Flows -
Six months ended June 30, 2002 and 2001 4
Notes to Consolidated Condensed Financial Statements 5
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
PART II - OTHER INFORMATION
Item 4. Submission of Matters to Vote of Security Holders 11
Item 6. Exhibits and reports on Form 8-K 11
10.1 Credit Agreement
FROZEN FOOD EXPRESS INDUSTRIES, INC. AND SUBSIDIARIES
Consolidated Condensed Balance Sheets
(In thousands)
(Unaudited)
June 30, Dec. 31,
2002 2001
Assets ------- -------
Current assets
Cash $ 2,250 $ 3,236
Accounts receivable, net 47,204 39,600
Inventories 8,161 7,409
Tires 4,621 4,558
Other current assets 4,223 5,246
------- -------
Total current assets 66,459 60,049
Property and equipment, net 55,478 55,154
Other assets 11,379 11,334
------- -------
$133,316 $126,537
======= =======
Liabilities and Shareholders' Equity
Current liabilities
Trade accounts payable $ 23,257 $ 19,056
Accrued claims liabilities 8,381 7,960
Accrued payroll 5,041 5,471
Current maturities of long-term debt - 250
Other 2,392 2,188
------- -------
Total current liabilities 39,071 34,925
Long-term debt 5,380 1,750
Other and deferred credits, net 14,491 15,286
------- -------
58,942 51,961
------- -------
Shareholders' equity
Common stock 25,921 25,921
Paid-in capital 3,151 3,753
Retained earnings 49,847 50,403
------- -------
78,919 80,077
Less - Treasury stock 4,545 5,501
------- -------
Total shareholders' equity 74,374 74,576
------- -------
$133,316 $126,537
======= =======
See accompanying notes.
FROZEN FOOD EXPRESS INDUSTRIES, INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Income
(In thousands, except per-share amounts)
(Unaudited)
For the Three Months For the Six Months
Ended June 30, Ended June 30,
----------------- -----------------
2002 2001 2002 2001
------- ------ ------- -------
Revenue
Freight revenue $84,406 $84,623 $161,874 $162,932
Non-freight revenue 4,122 14,650 5,711 25,829
------- ------- ------- -------
88,528 99,273 167,585 188,761
------- ------- ------- -------
Costs and expenses
Freight operating expenses
Salaries, wages and
related expenses 23,547 22,203 45,750 43,947
Purchased transportation 19,112 19,247 36,456 37,073
Supplies and expenses 24,577 26,598 46,977 50,677
Revenue equipment rent 7,529 6,684 14,841 12,806
Depreciation 2,827 2,822 5,597 5,566
Communications and
utilities 974 1,079 1,916 2,042
Claims and insurance 3,189 4,700 6,779 7,738
Operating taxes and
licenses 1,037 791 2,035 1,808
Miscellaneous expense, net 810 304 1,009 1,235
------- ------- ------- -------
83,602 84,428 161,360 162,892
Non-freight costs and
operating expenses 4,090 13,989 6,072 25,844
------- ------- ------- -------
87,692 98,417 167,432 188,736
------- ------- ------- -------
Income from operations 836 856 153 25
Interest and other expense,
net 182 429 753 911
------- ------- ------- -------
Income (loss) before income
tax 654 427 (600) (886)
Provision for
(Benefit from) income tax 351 179 (44) (250)
------- ------- ------- -------
Net income(loss) $ 303 $ 248 $ (556) $ (636)
======= ======= ======= =======
Net income(loss) per share of
common stock
Basic $ .02 $ .02 $ (.03) $ (.04)
======= ======= ======= =======
Diluted $ .02 $ .02 $ (.03) $ (.04)
======= ======= ======= =======
Weighted average shares
outstanding
Basic 16,554 16,360 16,514 16,351
======= ======= ======= =======
Diluted 16,796 16,375 16,514 16,351
======= ======= ======= =======
See accompanying notes.
FROZEN FOOD EXPRESS INDUSTRIES, INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Cash Flows
(In thousands)
(Unaudited)
For the Six
Months Ended June 30,
---------------------
2002 2001
------ ------
Net cash provided by operating activities $ 460 $ 3,166
------ ------
Cash flows from investing activities
Expenditures for property and equipment (8,750) (4,791)
Proceeds from sale of property and equipment 3,993 1,835
Other (69) (914)
------ ------
Net cash used in investing activities (4,826) (3,870)
------ ------
Cash flows from financing activities
Borrowings under revolving credit agreement 13,200 8,000
Payments against revolving credit agreement (9,820) (8,000)
Net treasury stock activity - 181
------ ------
Net cash provided by financing activities 3,380 181
------ ------
Net decrease in cash and cash equivalents (986) (523)
Cash and cash equivalents at January 1 3,236 1,222
------ ------
Cash and cash equivalents at June 30 $ 2,250 $ 699
====== ======
See accompanying notes.
FROZEN FOOD EXPRESS INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements
June 30, 2002 and 2001
(Unaudited)
1. BASIS OF PRESENTATION
---------------------
These consolidated financial statements include Frozen Food Express Industries,
Inc. (FFEX) and its subsidiary companies, all of which are wholly- owned. All
significant intercompany accounts and transactions have been eliminated in
consolidation. The financial statements included herein have been prepared
pursuant to the rules and regulations of the Securities and Exchange Commission
(SEC). In the opinion of management, all adjustments (which consisted only of
normal recurring accruals) necessary to present fairly our financial position
and results of operations have been made. Pursuant to SEC rules and regulations,
certain information and disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America, have been condensed or omitted from these statements
unless significant changes have taken place since the end of the most recent
fiscal year. We believe that the disclosures contained herein, when read in
conjunction with the financial statements and notes included, or incorporated by
reference, in our Form 10-K filed with the SEC on April 9, 2002, are adequate to
make the information presented not misleading. It is suggested, therefore, that
these statements be read in conjunction with the statements and notes (included,
or incorporated by reference), in our report on Form 10-K.
2. SHAREHOLDERS' EQUITY
--------------------
As of June 30, 2002 and December 31, 2001, respectively, there were 16,699,000
and 16,573,000 shares of our common stock outstanding.
3. COMMITMENTS AND CONTINGENCIES
-----------------------------
We have accrued for costs related to liability, cargo and work-related injury
claims which had occurred prior to the date of the financial statements. Some of
these involve litigation. The aggregate amount of these claims is significant.
In the opinion of management, these actions can be successfully defended or
resolved, and any additional costs incurred over amounts accrued will not have a
material adverse effect on our financial position, cash flows or results of
operations.
4. EARNINGS PER SHARE
------------------
Common stock equivalents included in diluted weighted average shares, all of
which result from dilutive stock options were as follows:
2002 2001
------- ------
For the three months ended June 30 242,000 15,000
For the six months ended June 30 - -
5. OPERATING SEGMENTS
------------------
Our operations consist of two reportable segments. The freight segment is
engaged primarily in the motor carrier freight transportation business. The
smaller segment is primarily engaged in non-freight business relating to the
sale and service of refrigeration equipment and of trailers used in freight
transportation.
Following is information for each reportable segment for the three and six-
month periods ended June 30, 2002 and 2001 (in millions):
Three Months Six Months
Ended June 30, Ended June 30,
--------------- ---------------
2002 2001 2002 2001
------ ------ ------ ------
Freight Operations
Total Revenue $ 84.4 $ 84.6 $161.9 $162.9
Operating Income 0.8 0.2 0.5 -
Total Assets 130.2 145.0 130.2 145.0
Non-Freight Operations
Total Revenue $ 4.1 $ 15.0 $ 5.7 $ 27.2
Operating Income - 0.7 (0.3) -
Total Assets 20.1 31.6 20.1 31.6
Intercompany Eliminations
Revenue $ - $ (0.3) $ - $ (1.3)
Operating Income - - - -
Total Assets (17.0) (25.6) (17.0) (25.6)
Consolidated
Revenue $ 88.5 $ 99.3 $167.6 188.8
Operating Income 0.8 0.9 0.2 -
Total Assets 133.3 151.0 133.3 151.0
Intercompany elimination of revenue relates to transfers at cost of inventory
such as trailers and refrigeration units from the non-freight segment for use by
the freight segment.
6. NEW ACCOUNTING STANDARDS
------------------------
In July 2001 the Financial Accounting Standards Board issued SFAS No. 142
"Goodwill and Other Intangible Assets" (FAS 142). Under this pronouncement,
which we adopted as of January 1, 2002, goodwill and intangible assets with
indefinite lives are not amortized but are to be reviewed at least annually for
impairment. Separable intangible assets that are not deemed to have indefinite
lives will continue to be amortized over their useful lives.
The impact of adopting FAS 142 on our consolidated financial statements was not
significant because the amount of goodwill and other intangible assets in our
financial statements is minimal. We did not experience a significant impact from
the adoption of FAS 142.
7. SUBSEQUENT EVENT
----------------
After the end of 2002's second quarter, one of our trucks was involved in a
major accident. The accident resulted in significant injuries to several
occupants of the other vehicle. At this time, it is not possible to determine
the extent, if any, to which our driver was responsible for the accident, nor is
it possible to reliably estimate what amount of money damages, if any, may
result from this event. We will continue to investigate this event and as more
information becomes available in the future, we will be better able to determine
what amount to accrue as a contingent liability reserve relative to this
potential claim. We do not presently expect the amount of any such reserve to
approach the deductibles under our liability insurance policies. However, any
such reserve could negatively impact 2002 operating results.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
- ---------------------
The following table sets forth, as a percentage of freight revenue, certain
major operating expenses for the three-month and six-month periods ended June
30, 2002 and 2001.
Three Months Six Months
Ended June 30, Ended June 30,
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2002 2001 2002 2001
---- ---- ---- ----
Salaries, wages and related expenses 27.9% 26.2% 28.3% 27.0%
Purchased transportation 22.6 22.7 22.5 22.8
Supplies and expenses 29.1 31.4 29.0 31.1
Revenue equipment rent 8.9 7.9 9.1 7.9
Depreciation 3.3 3.3 3.5 3.4
Claims and insurance 3.8 5.6 4.2 4.7
Other 3.4 2.7 3.1 3.1
---- ---- ---- -----
Total freight operating expenses 99.0% 99.8% 99.7% 100.0%
==== ==== ==== =====
Second Quarter of 2002 vs. 2001
- -------------------------------
During the second quarter of 2002, our freight revenue decreased by $217,000 as
compared to the second quarter of 2001 to $84.4 million. Non-freight revenue
aggregated 4.7% and 14.8% of total revenue during the second quarter of 2002 and
2001, respectively.
During December of 2001, we sold the largest component of our non-freight
operation. See "First Six Months of 2002 vs. 2001".
Excluding the impact of reduced fuel adjustment revenue during the second
quarter of 2002, freight revenue improved by $1.2 million. Full truckload
revenue rose by $1.3 million between the second quarters of 2001 and 2002, on a
4.3% increase in the number of full truckload shipments we transported.
Also excluding the impact of reduced fuel adjustment charges, revenue from our
less-than-truckload (LTL) activities did not appreciably change between the
second quarters of 2001 and 2002. During 2001, and through the first quarter of
2002, the number of LTL shipments we transported fell significantly from
comparable prior-year levels. During the second quarter of 2002, we actually
hauled 1.3% more LTL shipments than during the second quarter of 2001, but the
average weight of those shipments was 1.1% less than it was last year.
We are starting to see some diminished pressure on our freight rates which has
negatively impacted our results during recent years. As market conditions
permit, during the last half of 2002, we intend to increase certain of our
freight rates.
The number of tractors in our fleet of company-operated, full-truckload
equipment increased from approximately 1,300 at the beginning of 2002 to about
1,350 by the end of the second quarter of 2002. As of June 30, 2001 we had
approximately 1,250 such trucks. The number of full-truckload tractors provided
to us by owner-operators declined in 2002 by 10 to about 500. As of June 30,
2001, there were approximately 575 tractors in our owner-operator- provided
full-truckload fleets. The increased number of company-operated full- truckload
tractors resulted from an increase in the level of our dedicated fleet
operations.
Full-truckload activities, which contributed about 73% of freight revenue during
both the second quarters of 2002 and 2001, are conducted primarily with
company-operated equipment, while LTL activities are conducted primarily with
equipment provided by owner-operators. Changes in the mix of LTL versus full-
truckload revenue as well as fluctuations in the amount of total freight handled
on company-operated versus owner-operator provided equipment, impact the percent
of freight revenue absorbed by the various categories of operating expenses
between the two quarters.
During the second quarter of 2002, the percent of freight revenue absorbed by
salaries, wages and related expense was 27.9%, as compared to 26.2% during the
year-ago quarter. Total salaries and wages rose by 6.1%, but payroll expenses
related to drivers, which represent more than half of our payroll did not change
appreciably between the quarters. Of the $1.3 million increase in salaries,
wages and related expense, about 45% was related to increased payroll for
non-driver employees and the balance was due to increases in other costs
associated with employment, such as health insurance and the incidence of work
related injuries.
Supplies and expenses fell by $2.0 million between the second quarters of 2001
and 2002. About 60% of this decrease was related to the cost of fuel consumed by
our company-operated fleet. Per-gallon costs we paid for fuel decreased by 12%
during the second quarter of 2002 as compared to 2001. Sudden and dramatic fuel
price volatility enhances or diminishes our profitability. We have in place a
number of strategies designed to address 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 ours. With regard to
fuel expenses for company-operated equipment, we attempt to mitigate the impact
of fluctuating fuel costs by purchasing more fuel- efficient tractors and
aggressively managing fuel purchasing.
The total of depreciation and revenue equipment rent expense rose from 11.2% of
freight revenue for the second quarter of 2001 to 12.2% for the comparable 2002
quarter. This change resulted primarily from the increased use of company
operated trucks in our refrigerated full-truckload operations.
Claims and insurance expense fell from 5.6% of freight revenue during the second
quarter of 2001, to 3.8% for 2002. This resulted from a variety of factors,
including but not limited to changes in the frequency of physical damage losses
and liability claims. However, after the end of 2002's second quarter, one of
our trucks was involved in a major accident. The accident resulted in
significant injuries to several occupants of the other vehicle. At this time, it
is not possible to determine the extent, if any, to which our driver was
responsible for the accident, nor is it possible to reliably estimate what
amount of money damages, if any, may result from this event. We will continue to
investigate this event and as more information becomes available in the future,
we will be better able to determine what amount to accrue as a contingent
liability reserve relative to this potential claim. We do not presently expect
the amount of any such reserve to approach the deductibles under our liability
insurance policies. However, any such reserve could negatively impact 2002
operating results.
Our income from operations was $836,000 during the second quarter of 2002 as
compared to $856,000 in the second quarter of 2001.
Interest and other expense, net fell from $429,000 to $182,000 between the two
quarters. Decreased interest costs associated with lower levels of borrowed
funds was the principal factor affecting this decrease.
We earned pre-tax income of $654,000 during the second quarter of 2002 as
compared to $427,000 during the comparable 2001 period.
Our effective income tax rate for the second quarter of 2002 was 53.7%, as
compared to 41.9% during last year's second quarter. Under accounting principles
generally accepted in the United States of America, if we can reliably estimate
our expectations of full year pre-tax and taxable income, we are obligated to
record our interim period income tax expense based on that full year estimate.
Because we are at this time unable to reliably predict our full year pre-tax and
taxable income (or loss), we have computed our year-to-date income tax expense
based on our year-to-date pre-tax and taxable income.
First Six Months of 2002 vs. 2001
- ---------------------------------
Items not specifically discussed with regard to the six-month period fluctuated
on a year-to-date basis in a manner and for reasons similar to those outlined in
the above discussion regarding the three-month period.
Excluding the decreased impact of fuel adjustment charges, for the first six
months of 2002, revenue from our full-truckload operations rose by $3.3 million,
or 2.9%, while revenue from our LTL operations declined by $0.5 million, or
1.3%. Excluding the impact of fuel adjustment charges, freight revenue increased
by $2.8 million, or 1.8%.
In December 2001, we sold the largest component of our non-freight operations.
The business we sold is a dealership engaged in the sale and service of
refrigeration equipment and of trailers used in freight transportation. Products
offered included trailers manufactured by Wabash and mobile trailer
refrigeration machinery manufactured by Carrier Transicold. Because revenue and
expenses from the dealership were present in our financial statements during
2001, but not in 2002, our non-freight revenue declined by $20.1 million this
year, however, our non-freight expense fell by only $19.8 million. For the fist
half of 2002, the operating loss from our non-freight activities rose by
$346,000 as compared to the first half of 2001. This partially offset the
$474,000 increment in operating income from our freight activities.
With regard to our freight business, our full-truckload operations have
continued to expand during 2002. Our LTL operation has continued to contract,
but LTL revenue has declined at a slower pace than was the case during 2001.
Increased competition from logistics outsourcing and freight consolidators has
negatively impacted our penetration of the market for refrigerated LTL services.
Slow or negative growth in the demand for such services, together with the
increased presence of competitors capable of arranging such services resulted in
a 12.6% decrease in the number of LTL shipments we transported during the first
six months of last year. During the first six months of 2002, the number of such
shipments was only down 0.5% from 2001. While LTL operations offer the
opportunity to earn higher revenue on a per-mile and per- hundredweight basis
than do full-truckload operations, the level of investment and fixed costs
associated with LTL activities significantly exceed those of full-truckload
activities. Accordingly, as LTL revenue fluctuates, many costs remain fixed,
leveraging the impact from such revenue fluctuations on operating income. In
recent years, as LTL activity and revenue declined, many LTL-related costs have
remained static. In order to address this challenge, we are exploring and are
implementing a number of strategies designed to reduce the level of fixed costs
associated with our LTL operations.
Because we carry large deductibles for personal injury claims, insurance
premiums are not a primary determinant of claims and insurance expense.
Individual events which result in our exposure for significant liability for
personal injury occur infrequently. Because of this irregular timing of larger
claims, our claims and insurance expense will demonstrate significant volatility
over time. Accordingly, during 2001, 61% of our June 30 year-to- date claims and
insurance expense was incurred during the second quarter as compared to 47%
during 2002.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
Our primary needs for capital resources are to finance working capital, capital
expenditures and, from time to time, acquisitions. Working capital investment
typically increases during periods of sales expansion when higher levels of
receivables and, with regard to non-freight operations, inventory are present.
In May of 2002, we entered into a new $40 million 3-year credit facility with
Comerica Bank-Texas and LaSalle Bank. The new credit agreement is initially
secured by our accounts receivable. To the extent that our receivables do not
support our borrowing needs, we may, subject to the $40 million limit, pledge a
portion of our tractors or trailers to support additional borrowing. Like the
agreement it replaced, the new agreement limits capital expenditures, our
ability to pay dividends and the amount of fixed charges and debt we may incur.
At June 30, 2002, we had long-term debt of $5.4 million as of June 30, 2002.
The unused portion of the company's $40 million revolving credit facility was
approximately $29 million.
During the six months ended June 30, 2002, net cash provided by operating
activities was $0.5 million as compared to $3.2 million in 2001. This was due
primarily to accounts receivable and inventories having increased at a more
rapid rate than last year.
We believe that our current cash position, funds from operations, and the
availability of funds under our credit agreement will be sufficient to meet
anticipated liquidity requirements for the next twelve months. At June 30, 2002,
working capital was $27.4 million as compared to $25.1 million at December 31,
2001.
OUTLOOK
- -------
Statements contained herein which are not historical facts are forward-looking
statements as that term is defined in the Private Securities Litigation Reform
Act ("PSLRA") of 1995. Certain statements contained herein including statements
regarding the anticipated development and expansion of our business or the
industry in which we operate, our intent, plans, belief or current expectations
of the company, our directors or our officers, primarily with respect to the
future operating performance or our financial position and other statements
contained herein regarding matters that are not historical facts, are
"forward-looking" statements (as such term is defined in PSLRA). Because such
statements involve risks and uncertainties, actual results may differ materially
from those expressed or implied from such forward-looking statements. These
risks and uncertainties include competition, weather conditions and the general
economy; the availability and cost of labor; interest rates and the company's
ability to negotiate favorably with lenders and lessors; the availability and
cost of new equipment, fuel and supplies; the market for previously-owned
equipment; the impact of changes in the tax and regulatory environment in which
we operate, operational risks, insurance and risks associated with the
technologies and systems we use.
FAIR VALUE OF FINANCIAL INSTRUMENTS
- -----------------------------------
As of June 30, 2002, debt stood at $5.4 million, which approximated fair market
value. We sponsor a Rabbi Trust for the benefit of participants in a
supplemental executive retirement plan. As of June 30, 2002, the trust had about
119,000 shares of our stock. To the extent that trust assets are invested in our
stock, our future pre-tax income will reflect changes in the market value of our
stock.
We own life insurance policies that have cash surrender value. The investment
returns earned by the insurance company serve to pay insurance costs and
increase cash surrender value, which is a key determinant of the amount that we
could receive pursuant to the policy as of the date of our financial statements.
Accordingly, changes in the market value of and returns from those investments
could impact the value of our life insurance policies.
We held no other material market risk sensitive instruments (for trading or
non-trading purposes) that would involve significant relevant market risks, such
as equity price risk. Accordingly, the potential loss in our future earnings
resulting from changes in such market rates or prices is not significant.
PART II - OTHER INFORMATION
Items 1, 2, 3 and 5 of Part II are omitted due to a lack of updated information
to disclose pursuant to said items.
Item 4. Submission of Matters to Vote of Security Holders
The Company held its Annual Meeting of Shareholders on Many 8, 2002. The meeting
was held to elect two Class I directors for a 3-year term, and considering and
voting upon the approval of the Frozen Food Express Industries, Inc. 2002
Incentive and Non-Statutory Option Plan. There were 15,569,706 shares of common
stock represented at the meeting. With regard to the election of Class I
directors, the following votes were cast:
Broker
Nominee For Withheld Abstained Non-Votes
------- ---------- -------- --------- ---------
Edgar O. Weller 15,271,800 297,906 - -
Leroy Hallman 15,263,875 305,831 - -
Both Class I directors were elected by the above results.
With regard to the approval of the Frozen Food Express Industries,
Inc. 2002 Incentive and Non-Statutory Option Plan, the following votes
were cast:
Broker
For Against Abstained Non-Votes
---------- ------- --------- ---------
10,777,364 959,983 1,688,855 2,143,504
Item 6. Exhibits and reports on Form 8-K.
a. Exhibits
10.1 Credit Agreement between FFE Transportation Service,
Inc. and Comerica-Texas and Lasalle Bank National
Association, dated May 30, 2002.*
* Previously filed with Form 10-Q for quarter ended June 30, 2002 filed on
August 14, 2002.
b. On April 1, 2002, we filed a Form 8-K announcing an accounting
change and restatement. On June 3, 2002, we filed a Form 8-K
announcing that we had closed on a $40 million credit
facility.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of l934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Frozen Food Express Industries, Inc.
------------------------------------
(Registrant)
August 16, 2002 By: /s/ Stoney M. Stubbs, Jr.
----------------------------------
Stoney M. Stubbs, Jr.
Chairman of the Board
August 16, 2002 By: /s/ F. Dixon McElwee, Jr.
----------------------------------
F. Dixon McElwee, Jr.
Senior Vice President
Principal Financial and
Accounting Officer