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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
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.
- ---------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TEXAS 75-1301831
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1145 EMPIRE CENTRAL PLACE, DALLAS, TEXAS 75247-4309
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code: (214) 630-8090
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to section 12(g) of the Act:
i) Common Stock $1.50 par value ii) Rights to purchase Common Stock
- ---------------------------------------------------------------------------
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.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K.
[X]
As of March 15, 2001, 16,468,628 shares of the registrant's common
stock, $l.50 par value, were outstanding. The aggregate market value of
voting and non-voting common equity held by non-affiliates on such date was
$27,552,000.
DOCUMENTS INCORPORATED BY REFERENCE
The sections "Outstanding Capital Stock; Principal Shareholders",
"Nominees for Directors", "Executive Compensation", and "Transactions with
Management and Directors" of the Proxy Statement for the Annual Meeting of
Shareholders to be held April 26, 2001, are incorporated by reference into
Part III of this Form 10-K.
Portions of the Annual Report to Shareholders for the year ended
December 31, 2000, are incorporated by reference into Parts I and II of this
Form 10-K.
PART I
ITEM 1. BUSINESS.
Frozen Food Express Industries, Inc. (the "Company" or "FFEX") is the
largest full-service, publicly-owned, temperature-controlled trucking
company in North America. References to the Company herein, unless the
context requires otherwise, include Frozen Food Express Industries, Inc.,
and its subsidiaries, all of which are wholly owned. In its 54 years of
operation, 2000 and 1999 are the only years the company was not profitable.
The company is also the only nationwide, full-service, temperature-
controlled trucking company in the United States offering all of the
following services:
- FULL-TRUCKLOAD: A load, typically weighing between 20,000 and
40,000 pounds and usually from a single shipper, filling the trailer.
Normally, a full-truckload shipment has a single destination, although the
company is also able to provide multiple deliveries. Management believes the
company is one of the five largest temperature-controlled, full-truckload
carriers in North America.
- DEDICATED FLEETS: In providing certain full-truckload services,
the Company enters into a contract with a customer to provide service
involving the assignment of specific trucks and drivers to handle certain of
the customer's transportation needs. Frequently the Company and customer
anticipate that dedicated fleet logistics services will both lower the
customer's transportation costs and improve the quality of service the
customer receives.
- LESS-THAN-TRUCKLOAD ("LTL"): A load, typically consisting of 18
to 30 shipments, each weighing as little as 50 pounds or as much as 20,000
pounds, from multiple shippers destined to multiple receivers. The company's
temperature-controlled LTL operation is the largest in the United States and
the only one offering regularly scheduled nationwide service. The company is
the only major LTL carrier which uses multi-compartment refrigerated
trailers to carry goods requiring different temperatures on one trailer,
enhancing customer service and operating efficiencies.
- DISTRIBUTION: Distribution services generally involve the
delivery of cargo within a 50-to-75-mile radius of a company terminal. Full-
truckload or large LTL loads are divided into smaller shipments at a
terminal and delivered by distribution trucks to "end users," such as
grocery stores, food brokers or drug stores, typically within a single
metropolitan area.
Following is a summary of certain financial and statistical data for
the years ended December 31, 1996 through 2000 (LTL data also includes
distribution shipments):
2000 1999 1998 1996 1995
---- ---- ---- ---- ----
Revenue*
Full-truckload and dedicated fleet $221.6 $211.5 $206.1 $190.6 $195.4
Less-than-truckload 101.9 99.4 100.0 95.5 92.5
Non-freight 68.9 61.2 43.8 30.5 23.5
----- ----- ----- ----- -----
Total $392.4 $372.1 $349.9 $316.6 $311.4
===== ===== ===== ===== =====
Operating ratio 99.6% 104.1% 95.2% 95.2% 95.1%
Full-truckload
Loaded miles* 159.9 157.2 155.0 143.9 145.8
Shipments** 173.9 165.0 166.0 156.9 158.1
Revenue per shipment $ 1.3 $ 1.3 $ 1.2 $ 1.2 $ 1.2
Loaded miles per load 919 953 934 917 922
Less-than-truckload
Hundredweight* 8.3 8.1 8.5 8.5 8.7
Revenue per hundredweight $12.29 $12.30 $11.76 $11.19 $10.69
Shipments** 284.4 277.9 293.1 293.1 304.6
Revenue per shipment $ 358 $ 358 $ 341 $ 326 $ 304
- ---------------
* In millions
** In thousands
The percent of total freight revenue contributed by full-truckload
operations and by LTL operations during the past five years is summarized
below:
Percent of Total Freight Revenue
----------------------------------------
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
Full-truckload and dedicated fleet 68% 68% 67% 67% 68%
LTL and distribution 32 32 33 33 32
--- --- --- --- ---
Total 100% 100% 100% 100% 100%
=== === === === ===
The company offers nationwide "one call does all" services to about
7,000 customers, each of which accounted for less than 10% of total revenue
during each of the past five years. Freight revenue from international
activities was less than 5% of total freight revenue during each of the past
five years.
TEMPERATURE-SENSITIVE MARKET
More than 80% of the cargo transported by the company is temperature-
sensitive. Examples are meat, poultry, seafood, processed foods, candy and
other confectioneries, dairy products, pharmaceuticals, medical supplies,
fruits and vegetables, cosmetics, film and heat-sensitive aerospace
manufacturing materials.
The common and contract hauling of temperature-sensitive cargo is
highly fragmented and comprised primarily of carriers generating less than
$50 million in annual revenue. Industry publications report that only 12
temperature-controlled carriers generated $100 million or more of revenue in
1999. In addition, many major food companies, food distribution firms and
grocery chains continue to transport a portion of their freight with their
own fleets ("private carriage").
Large shippers are continuing to seek to lower their cost structures
by reducing their private carriage capabilities and turning to common and
contract carriers ("core carriers") for their transportation needs. As these
core carriers continue to improve their service capabilities through such
means as satellite communications systems and electronic data interchange,
some shippers have abandoned their private carriage fleets in favor of
common or contract carriage. Management believes that the temperature-
controlled private carriage segment accounts for more than 40% of the total
temperature-controlled portion of the motor carrier industry.
During 2000 and continuing into 2001, a number of refrigerated motor
carriers ceased operations or commenced reorganization procedures. The
company believes that its substantial capital strength will enable the
company to gain market penetration as the industry continues to consolidate.
GROWTH STRATEGY
The company has pursued a growth strategy that combines both internal
growth and selected acquisitions.
From the beginning of 1996 through 2000, the company-operated, full-
truckload tractor fleet increased from about 1,060 units to 1,190 units.
During the same period, the company has emphasized expansion of its fleet of
independent contractor ("owner-operator") provided full-truckload tractors.
As of December 31, 2000, the company's full-truckload fleet also included
537 tractors provided by owner-operators as compared to 410 at the beginning
of 1996.
The management of a number of factors is critical to a trucking
company's growth and profitability, including:
- DRIVERS: Driver shortages and high turnover can reduce revenue
and increase operating expenses through reduced operating efficiency and
higher recruiting costs. Until 1999, operations were not significantly
affected by driver shortages. During 1999 and 2000, due to historically low
unemployment, competition for skilled labor intensified. As a result, the
company was unable to attract and retain a sufficient number of qualified
drivers. The company maintains an active driver-recruiting program. During
the summer of 2000, employee-driver mileage-based pay rates were
significantly increased in an effort to better attract and retain quality
employee-drivers. In addition, the company has continued to intensify its
recruitment of truck driving school graduates. These "student-drivers" train
with an experienced instructor-driver by riding as "second driver" and are
paid student-driver wages by the company. They are assigned a tractor only
after they have been qualified to become single drivers.
- OWNER-OPERATORS: The company actively seeks to expand its fleet with
equipment provided by owner-operators. The owner-operator provides the
tractor and driver to pull the company's loaded trailer. The owner-operator
pays the drivers' wages, fuel, equipment-related expenses and other
transportation expenses and receives a portion of the revenue from each
load. At the end of 2000, the company had contracts for 537 owner-operator
tractors in its full-truckload divisions and 216 in its LTL operations.
The percent of full-truckload and LTL revenue generated from shipments
transported by owner-operators during each of the last five years is
summarized below:
Percent of Revenue from Shipments
Transported by Owner-Operators
-----------------------------------------
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
Full-truckload 27% 25% 24% 26% 28%
Less-than-truckload 69% 69% 69% 71% 71%
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. Accordingly, the company became more
aggressive in its solicitation for and retention of owner-operator-provided
equipment.
- FUEL: Per-gallon fuel costs paid by the company increased by
approximately 10% and 45% during 1999 and 2000, respectively, as compared to
1998. Such costs decreased by 15% in 1998 from 1997. 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.
Fuel price 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.
- RISK MANAGEMENT: Liability for accidents is a significant concern
in the trucking industry. Exposure can be large and occurrences
unpredictable. The cost and human impact of work-related injury claims are
also significant concerns. To address these concerns, the company maintains
a risk management program designed to minimize the frequency and severity of
accidents and to manage insurance coverage and claims. As part of the
program, the company carries insurance policies under which it retains
liability for up to $1,000,000 on each property, casualty and general
liability claim, substantially all individual work-related injury claims and
$100,000 on each cargo claim. Because of this retained liability, a series
of very serious traffic accidents, work-related injuries or unfavorable
developments in or outcomes of existing claims could materially adversely
affect the company's operating results. Claims and insurance expense can
vary significantly from year to year. Reserves representing the company's
estimate of ultimate claims outcomes are established based on the
information available at the time of an incident. As additional information
regarding the incident becomes available, any necessary adjustments are made
to previously recorded amounts. The aggregate amount of open claims, some of
which involve litigation, is significant. In the opinion of management,
however, these claims can be resolved without a material adverse effect on
the company's financial position or its results of operations.
A major component of the company's risk management program is the
enhancement of safety in its operations. The company's safety department
conducts programs that include driver education and over-the-road
observation. All drivers must meet or exceed specific guidelines relating to
safety records, driving experience and personal standards, including a
physical examination and mandatory drug testing. Drivers must also complete
the company's training program, which includes tests for motor vehicle
safety and over-the-road driving, and they must have a current Commercial
Drivers License before being assigned a tractor. Student drivers undergo a
more extensive training program as a second driver with an experienced
instructor-driver. In accordance with federal regulations, the Company
conducts drug tests on all driver candidates and maintains a continuing
program of random testing for use of such substances. Drivers and applicants
who test positive for drugs are turned away and drivers who test positive
for such substances are immediately disqualified from driving.
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 rose by
49% during 1999 but fell by 4.5% during 2000. The higher 1999 and 2000
claims and insurance expense was due primarily to adverse claims experience.
OPERATING STRATEGY
The company's "one call does all" full-service capability, combined
with the service-oriented corporate culture it gained from its many years as
a successful LTL carrier, enables it to compete on the basis of service,
rather than solely on price. Management also believes that major shippers
will require increasing levels of service and that they will rely on their
core carriers to provide transportation and logistics solutions, such as
providing the shipper real-time information about the movement and condition
of any shipment.
The company's full-truckload fleets use computer and satellite
technology to enhance efficiency and customer service. The satellite-based
communications system provides automatic hourly position updates of each
full-truckload tractor and permits real-time communication between
operations personnel and drivers. Dispatchers relay pick-up, delivery,
weather, road and other information to the drivers while shipment status and
other information is relayed by the drivers to the company's computers via
the satellite.
The company plans to add up to 50 trucks to its company-operated,
full-truckload fleet during 2001. Changes in the fleet depend upon
acquisitions, if any, of other motor carriers, developments in the nation's
economy, demand for the company's services and the availability of qualified
employee drivers. Continued emphasis will be placed on improving the
operating efficiency and increasing the utilization of this fleet through
enhanced driver training and retention and reducing the percentage of empty,
non-revenue producing miles.
In addition to the LTL terminals, which also serve as full-truckload
employee-driver centers, full-truckload activities are conducted from
terminals in Fort Worth and Laredo, Texas. Laredo, located on the Texas-
Mexico border, is a drop-off point for company trailers, which are picked up
by a Mexican trucking company for movement into Mexico's interior. The
company also maintains, in various locations, small centers for employee-
driver recruitment.
Temperature-controlled LTL trucking is service and capital intensive.
LTL freight rates are higher than those for full-truckload and are based on
mileage, weight, type of commodity, space required in the trailer and pick-
up and delivery. Management believes that only one other refrigerated LTL
motor carrier competes with the company on a nationwide basis.
Temperature-controlled LTL trucking requires a system of terminals,
capable of holding refrigerated and frozen products, located at strategic
distribution points across the United States. The company has 15 such LTL
terminals. Terminals are located in or near New York City, Philadelphia,
Atlanta, Orlando, Memphis, Chicago, Kansas City, Dallas, Houston, Denver,
Salt Lake City, Oakland and Los Angeles. Several of these LTL terminals also
serve as full-truckload driver centers where company-operated, full-
truckload fleets are based.
Efficient information management is essential to a successful
temperature-controlled LTL operation. On a typical day, the company's LTL
system handles about 5,000 shipments - about 3,000 on the road, 1,000 being
delivered and 1,000 being picked up. In 2000, the LTL operation handled
about 284,000 individual shipments.
Temperature-controlled, full-truckload service requires a
substantially lower capital investment for terminals and lower costs of
shipment handling and information management than that of LTL. Pricing is
based primarily on mileage, weight and type of commodity.
At the end of 2000, the company's full-truckload tractor fleet
consisted of 1,190 tractors owned or leased by the company and 537 tractors
contracted to the company by owner-operators, making it one of the five
largest temperature-controlled, full-truckload carriers in North America.
The company provides a wide range of transportation and logistics
services that include railroad-based intermodal long-haul transportation. In
providing such service, the company contracts with railroads to transport
loaded full-truckload trailers on railroad flat cars. During 1998, the
company's ability to offer intermodal service was negatively impacted by the
reduced capacity of railroad companies. During 1999 and 2000, these
constraints were somewhat alleviated and the company recommenced its efforts
to provide intermodal service to its customers. Less than 5% of the
company's domestic full-truckload shipments is transported in this manner.
In intermodal transportation services, the company transports more
loaded trailers (which require relatively lower capital investment) while
engaging fewer tractors (which involve relatively higher capital investment).
Full-truckload services generally involve the utilization of more trailers to
enable tractors to remain in service while idle trailers are being loaded
and unloaded.
Prior to 1999, the company conducted limited operations involving
"dedicated fleets". In such an arrangement, the company contracts with a
customer 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 efforts to market dedicated fleet services.
EQUIPMENT
The company acquires premium company-operated tractors in order to
help attract and retain qualified employee-drivers, promote safe operations,
minimize maintenance and repair costs and assure dependable service to its
customers. Management believes that the higher initial investment for its
equipment is recovered through more efficient vehicle performance and
improved resale value. The company has a three-year replacement policy for
most of its full-truckload tractors. As a result, repair costs are partially
recovered through efficient vehicle performance and manufacturers'
warranties. The three-year replacement policy also enables the company to
maximize its fuel efficiency by benefiting from technological improvements
in both drivetrain efficiency and aerodynamics.
REGULATION
The company's interstate operations are subject to regulation by the
United States Department of Transportation, which regulates driver
qualifications, safety, equipment standards and insurance requirements. The
company is also subject to regulation of various state regulatory agencies
with respect to certain aspects of its operations. State regulations
generally involve safety and the weight and dimensions of equipment.
SEASONALITY
The company's full-truckload operations are somewhat affected by
seasonal changes. The early winter, late spring and summer growing seasons
for fruits and vegetables in California and Texas typically create increased
demand for trailers equipped to transport cargo requiring refrigeration. In
addition, winter driving conditions can be hazardous and impair the
company's operations from time to time in certain portions of the company's
service areas. The company's LTL operations are also impacted by the
seasonality of certain commodities. As a result, LTL shipment volume during
the winter months is normally lower than other months. Shipping volumes of
LTL freight are usually highest during July through October.
EMPLOYEES
The number of company employees as of December 31, 2000 and 1999, was
as follows:
Dec. 31, 2000 Dec. 31, 1999
------------- -------------
Freight Operations:
Drivers and Trainees 1,470 1,450
Non-driver personnel
Full time 709 758
Part time 136 150
----- -----
Total Freight Operations 2,315 2,358
Non-freight Operations 332 283
----- -----
Total 2,647 2,641
===== =====
NON-FREIGHT SEGMENT
The company is engaged in a non-freight business segment, which is a
franchised dealer and repair facility for Wabashr trailers and Carrier
Transicoldr brand truck and trailer refrigeration equipment. This dealer also
provides refrigeration units and repair service for the company's trailers.
The non-freight segment also sells used tractors and trailers and
distributes motor vehicle air conditioning parts and re-manufactures
mechanical air conditioning and refrigeration components.
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 of 1995. Certain statements contained herein including
statements regarding the anticipated development and expansion of the company's
business or the industry in which the company operates and the intent, plans,
beliefs or current expectations of the company, its directors or its officers
primarily with respect to the future operating performance or financial
position of the company, are forward-looking statements. Because such forward-
looking statements involve risks and uncertainties, actual results may differ
materially from those expressed in or implied by 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 favorability with lenders
and lessors; environmental events which may impact markets for agricultural
products; 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 the company operates; operational risks;
insurance and risks associated with the technologies and systems used by the
company.
ITEM 2. PROPERTIES.
At December 31, 2000, the company maintained terminals or office
facilities of 10,000 square feet or more in or near the following cities:
Approximate (O)wned or
Division/Location Square Feet Acreage (L)eased
- ------------------ ----------- ------- -------
Freight Division
Lancaster, TX 100,000 80.0 O
Ft. Worth, TX 34,000 7.0 O
Bridgeview, IL 37,000 5.0 O
Dundee, FL 35,000 15.0 O
Avenel, NJ 17,000 5.0 O
Doraville, GA 40,000 7.0 L
Commerce City, CO 35,000 4.0 L
Kansas City, MO 125,000 3.0 L
Downey, CA 40,000 6.0 L
Salt Lake City, UT 25,000 7.0 L
Non-Freight Division
Mesquite, TX 103,000 8.5 O
Houston, TX 25,000 9.5 O
Dallas, TX 39,000 7.0 O
Ft. Worth, TX 13,000 4.0 O
Springdale, AR 12,000 3.5 L
Pharr, TX 12,000 2.0 L
El Paso, TX 14,000 1.5 L
Corporate Office
Dallas, TX 34,000 1.7 O
Lease terms range from one month to twelve years. The company expects
that present facilities are sufficient to support its operations.
The following table sets forth certain information regarding revenue
equipment utilized by the company at December 31, 2000 and 1999:
Age in Years
------------------------------------
Tractors Less than 1 1 thru 3 4 or more Total
- -------- ----------- ---------- --------- ----------
2000 1999 2000 1999 2000 1999 2000 1999
---- ---- ---- ---- ---- ---- ---- ----
Company owned and leased 380 682 848 539 37 19 1,265 1,240
Owner-operator provided 83 126 248 271 422 293 753 690
---- ---- ---- --- --- --- ----- -----
Total 463 808 1,096 810 459 312 2,018 1,930
==== ==== ===== === === === ===== =====
Age in Years
------------------------------------
Trailers Less than 1 1 thru 5 6 or more Total
- -------- ----------- -------- --------- ----------
2000 1999 2000 1999 2000 1999 2000 1999
---- ---- ---- ---- ---- ---- ---- ----
Company owned and leased 78 477 2,473 2,670 599 188 3,150 3,335
Owner-operator provided 4 - 16 8 5 15 25 23
-- --- ----- ----- --- --- ----- -----
Total 82 477 2,439 2,678 604 203 3,175 3,358
== === ===== ===== === === ===== =====
Approximately 80% of the company's trailers are insulated and equipped
with refrigeration units capable of providing the temperature control
necessary to handle perishable freight. Trailers that are used primarily in
LTL operations are equipped with movable partitions permitting the
transportation of goods requiring maintenance of different temperatures. The
company also operates a fleet of non-refrigerated trailers in its "dry
freight" full-truckload operation. Company-operated trailers are primarily
102 inches wide. Full-truckload trailers used in dry freight operations are
53 feet long. Temperature controlled operations are conducted with both 48
and 53 foot refrigerated trailers.
The company's general policy is to replace its company-operated,
heavy-duty tractors every three years. Company-operated, full-truckload
trailers are usually retired after seven years of service. Occasionally,
retired equipment is kept by the company for use in local delivery
operations.
ITEM 3. LEGAL PROCEEDINGS.
The company is party to routine litigation incidental to its
businesses, primarily involving claims for personal injury and property
damage incurred in the transportation of freight. The aggregate amount of
these claims is significant. The company maintains insurance programs and
accrues for expected losses in amounts designed to cover liability resulting
from personal injury and property damage claims. The company does not
believe that adverse results in one or more of these pending cases would
have a material effect on the financial condition of the company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of shareholders of the company
during the fourth quarter of 2000.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS.
The information regarding cash dividends, common stock price per share
and common stock trading volume set forth under the caption "Quarterly
Financial, Stock and Dividend Information" appearing on page 20 of the
Annual Report to Shareholders for the year ended December 31, 2000, is
incorporated by reference into this Report.
ITEM 6. SELECTED FINANCIAL DATA.
The information set forth under the caption "Ten-Year Statistics and
Financial Data" appearing on pages 10 and 11 of the Annual Report to
Shareholders for the year ended December 31, 2000, is incorporated by
reference into this Report.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
The information set forth under the caption "Management's Discussion
and Analysis of Financial Condition and Results of Operations" appearing on
pages 7 through 10 of the Annual Report to Shareholders for the year ended
December 31, 2000, is incorporated by reference into this Report.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The information set forth under the caption "Fair Value of Financial
Instruments" on pages 18 and 19 of the Annual Report to Shareholders for the
year ended December 31, 2000 is incorporated by reference into this report.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
(a) The following Consolidated Financial Statements of Frozen Food
Express Industries, Inc., and Report of Independent Public Accountants, with
respect thereto set forth on pages 12 through 20 of the Annual Report to
Shareholders for the year ended December 31, 2000, are incorporated by
reference into this Report:
Consolidated Statements of Income -- Years ended December 31, 2000,
1999, and 1998.
Consolidated Balance Sheets -- As of December 31, 2000 and 1999.
Consolidated Statements of Cash Flows -- Years ended December 31,
2000, 1999, and 1998.
Consolidated Statements of Shareholders' Equity -- Years ended
December 31, 2000, 1999, and 1998.
Notes to Consolidated Financial Statements.
Report of Independent Public Accountants.
Supplementary Information - Quarterly Financial Data (unaudited)
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
In accordance with General Instruction G to Form 10-K, the information
required by Item 10 is incorporated herein by reference from the portion of
the company's Proxy Statement for the Annual Meeting of Shareholders to be
held April 26, 2001, appearing under the caption "Nominees for Directors".
ITEM 11. EXECUTIVE COMPENSATION.
In accordance with General Instruction G to Form 10-K, the information
required by Item 11 is incorporated herein by reference from the portions of
the company's Proxy Statement for the Annual Meeting of Shareholders to be
held April 26, 2001 appearing under the captions "Executive Compensation"
and "Transactions with Management and Directors".
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
In accordance with General Instruction G to Form 10-K, the information
required by Item 12 is incorporated herein by reference from the portions of
the company's Proxy Statement for the Annual Meeting of Shareholders to be
held April 26, 2001, appearing under the captions "Outstanding Capital
Stock; Principal Shareholders" and "Nominees for Directors".
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
In accordance with General Instruction G to Form 10-K, the information
required by Item 13 is incorporated herein by reference from the portions of
the company's Proxy Statement for the Annual Meeting of Shareholders to be
held April 26, 2001, appearing under the captions "Nominees for Directors",
"Transactions with Management and Directors" and "Executive Compensation".
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) 1. & 2. FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES:
The financial statements listed in the index to financial
statements and financial statement schedules in Item 8
hereof are filed as part of this Annual Report on Form 10-K.
Financial statement schedules are omitted since the
required information is not present, is not present in
amounts sufficient to require submission of the schedule,
or because the information required is included in the
financial statements and notes thereto.
3. EXHIBITS:
3.l Articles of Incorporation of the Registrant and all
amendments to date (filed as Exhibit 3.1 to Registrant's
annual report on Form 10-K for the fiscal year ended
December, 31, 1993; SEC File Number 1-10006 and
incorporated herein by reference).
3.2 Bylaws of the Registrant (filed as Exhibit 3.2 to
Registrant's Annual Report on Form 10-K for the fiscal
year ended December, 31, 1998; SEC File Number 1-10006 and
incorporated herein by reference).
3.3 Amendment to Bylaws of the Registrant, dated June 14,2000
(filed as Exhibit 3.1 to Registrant's Report on Form 8-K
filed with the Commission on June 28, 2000 and
incorporated herein by reference).
4.1 Rights Agreement dated as of June 14, 2000, between the
Registrant and Fleet National Bank, which includes as
exhibits, the form of the Rights Certificate and the
Summary of Rights (filed as Exhibit 4.1 to Registrant's
Form 8-A Registration Statement filed on June 19, 2000 and
incorporated herein by reference).
10.1 Frozen Food Express Industries, Inc., 1995 Non-Employee
Director Stock Plan (filed as Exhibit 4.3 to Registrant's
Registration Statement #033-59645 as filed with the
Commission and incorporated herein by reference).
10.2 Second Amended and Restated Credit Agreement among Wells
Fargo Bank (Texas) National Association as agent for
itself and other banks and FFE Transportation Services, Inc.
as Borrower and certain of its affiliates (filed as Exhibit
10.2 to Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1999; SEC File Number 1-10006 and
incorporated herein by reference).
10.3 First Amendment to Second Amended and Restated Credit
Agreement (filed as Exhibit 10.1 to Registrant's report on
Form 8-K filed with the Commission on June 9, 2000 and
incorporated herein by reference).
10.3 Frozen Food Express Industries, Inc., 1992 Incentive and
Nonstatutory Stock Option Plan (filed as Exhibit 4.3 to
Registrant's Registration Statement #33-48494 as filed
with the Commission, and incorporated herein by reference).
10.4 Amendment No. 1 to Frozen Food Express Industries, Inc.
1992 Incentive and Nonstatutory Stock Option Plan (filed
as Exhibit 4.4 to Registrant's Registration Statement
#333-38133 and incorporated herein by reference).
10.5 Amendment No. 2 to Frozen Food Express Industries, Inc.
1992 Incentive Stock Option Plan (filed as Exhibit 4.5 to
Registrant's Registration #333-38133 and incorporated
herein by reference).
10.6 Amendment No. 3 to Frozen Food Express Industries, Inc.
1992 Incentive and Nonstatutory Stock Option Plan (filed
as Exhibit 4.6 to Registrant's Registration Statement
#333-87913 and incorporated herein by reference).
10.7 FFE Transportation Services, Inc., 1994 Incentive Bonus
Plan, as amended (filed as Exhibit 10.6 to Registrant's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1994; SEC File Number 1-10006 and
incorporated herein by reference).
10.8 FFE Transportation Services, Inc., 1999 Executive Bonus
and Phantom Stock Plan (filed as Exhibit 10.8 to
Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1999; SEC File Number 1-10006 and
incorporated herein by reference).
10.9 Frozen Food Express Industries, Inc. 401(k) Savings Plan
(filed as Exhibit 10.9 to Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1999; SEC
File Number 1-10006 and incorporated herein by reference).
10.10 Frozen Food Express Industries, Inc. Employee Stock Option
Plan (filed as Exhibit 4.1 to Registrant's Registration
#333-21831 as filed with the Commission, and incorporated
herein by reference).
10.11 Amendment to the Frozen Food Express Industries, Inc.
Employee Stock Option Plan (filed as Exhibit 4.4 to
Registrant's Registration Statement #333-52701 and
incorporated herein by reference).
10.12 FFE Transportation Services, Inc. 401(k) Wrap Plan (filed
as Exhibit 4.4 to Registrant's Registration Statement
#333-56248 and incorporated herein by reference).
10.13 Form of Change in Control Agreement (filed as Exhibit 10.1
to Registrant's report on Form 8-K filed with the
Commission on June 28, 2000 and incorporated herein by
reference).
11.1 Computation of basic and diluted net income per share of
common stock (incorporated by reference to Footnote 7 to
the financial statements appearing in the Annual Report to
Shareholders of the Registrant for the year ending
December 31, 2000).
13.1 Annual Report to Shareholders of the Registrant for the
year ended December 31, 2000. Except for those portions of
such Annual Report to Shareholders expressly incorporated
by reference into this Report, such Annual Report to
Shareholders is furnished solely for the information of
the Securities and Exchange Commission and shall not be
deemed a "Filed" Document.
21.1 Subsidiaries of Frozen Food Express Industries, Inc.
25.1 A Power of Attorney is found on page 13 of this Report.
(b) REPORTS ON FORM 8-K:
No reports on Form 8-K were filed by the company during the last
quarter of the period covered by this Report.
INDEX TO FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULES
COVERED BY REPORT OF INDEPENDENT
PUBLIC ACCOUNTANTS
Annual
Report to
Shareholders
----------
Consolidated Statements of Income --
Years ended December 31, 2000, 1999 and 1998 12
Consolidated Balance Sheets -- As of December 31, 2000 and 1999 13
Consolidated Statements of Cash Flows --
Years ended December 31, 2000, 1999 and 1998 14
Consolidated Statements of Shareholders' Equity --Years ended
December 31, 2000, 1999 and 1998 15
Notes to Consolidated Financial Statements 15
Report of Independent Public Accountants 20
Supplementary Information -- Unaudited Quarterly Financial Data 20
Financial statement schedules are omitted since the required
information is not present or is not present in amounts sufficient to
require submission of the schedule, or because the information required is
included in the financial statements and notes thereto.
The financial statements listed in the above index, which are
included in the Annual Report to Shareholders of Frozen Food Express
Industries, Inc., for the year ended December 31, 2000, are hereby
incorporated by reference, and are filed herewith as Exhibit 13.1.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each of the undersigned directors
and officers of Frozen Food Express Industries, Inc., hereby appoints Stoney
M. Stubbs, Jr., and F. Dixon McElwee, Jr. his true and lawful attorneys-in-
fact and agents, for him and in his name, place and stead, in any and all
capacities, with full power to act alone, to sign any and all amendments to
this Annual Report on Form 10-K and to file each such amendment to the
Report, with all exhibits thereto, and any and all other documents in
connection therewith, with the Securities and Exchange Commission, hereby
granting unto said attorneys-in-fact and agents full power and authority to
do and perform any and all acts and things requisite and necessary to be
done in and about the premises as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents may lawfully do or cause to be done by virtue
hereof.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
FROZEN FOOD EXPRESS INDUSTRIES, INC.
Date: March 26, 2001 By /s/ F. Dixon McElwee, Jr.
------------------------ ---------------------------------
F. Dixon McElwee, Jr.
Senior Vice President and Chief
Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Date: March 26, 2001 /s/ Stoney M. Stubbs, Jr.
------------------------- ----------------------------------
Stoney M. Stubbs, Jr.,
Chairman of the Board of Directors
and President (Principal Executive
Officer)
Date: March 26, 2001 /s/ F. Dixon McElwee, Jr.
------------------------- ----------------------------------
F. Dixon McElwee, Jr.,
Senior Vice President and Director
(Principal Financial and Accounting
Officer)
Date: March 26, 2001 /s/ Charles G. Robertson
------------------------- ----------------------------------
Charles G. Robertson
Executive Vice President and Director
Date: March 26, 2001 /s/ Edgar O. Weller
------------------------- ----------------------------------
Edgar O. Weller
Vice Chairman of the Board of
Directors
Date: March 26, 2001 /s/ W. Mike Baggett
------------------------- ----------------------------------
W. Mike Baggett, Director
Date: March 26, 2001 /s/ Brian R. Blackmarr
------------------------- ----------------------------------
Brian R. Blackmarr, Director
Date: March 26, 2001 /s/ Leroy Hallman
------------------------- ----------------------------------
Leroy Hallman, Director
Date: March 26, 2001 /s/ T. Michael O'Connor
------------------------- ----------------------------------
T. Michael O'Connor, Director