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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2004
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
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1145 EMPIRE CENTRAL PLACE, DALLAS, TEXAS 75247-4309
(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:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
i) Common Stock $1.50 par value The Nasdaq Stock Market
ii) Rights to purchase Common Stock The Nasdaq Stock Market
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 filingrequirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
CLASS OUTSTANDING AT AUGUST 6, 2004
----- -----------------------------
Common Stock, $1.50 par value 17,396,352
INDEX
Page No.
--------
PART I FINANCIAL INFORMATION
ITEM 1. Financial Statements
Consolidated Condensed Balance Sheets -
June 30, 2004 and December 31, 2003................................1
Consolidated Condensed Statements of Income -
Three and six months ended June 30, 2004 and 2003..................2
Consolidated Condensed Statements of Cash Flows -
Six months ended June30, 2004 and 2003.............................3
Notes to Consolidated Condensed Financial Statements..................4
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations................................7
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk...........16
ITEM 4. Controls and Procedures..............................................17
PART II OTHER INFORMATION
ITEM 2. Changes in Securities, Use of Proceeds and
Issuer Purchases of Equity Securities.............................18
ITEM 4. Submission of Matters to a Vote of Security Holders..................18
ITEM 6. Exhibits and Reports on Form 8-K.....................................19
i
PART I - FINANCIAL INFORMATION
---------------------
Item 1. Financial Statements
--------------------
FROZEN FOOD EXPRESS INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(IN THOUSANDS)
(UNAUDITED)
June 30, Dec. 31,
2004 2003
--------- ---------
Assets
Current assets
Cash and cash equivalents $ 2,852 $ 1,396
Accounts receivable, net 55,159 55,094
Inventories 3,222 4,054
Tires on equipment in use 4,819 5,657
Deferred income taxes 1,267 2,657
Other current assets 6,096 7,843
--------- ---------
Total current assets 73,415 76,701
Property and equipment, net 64,279 66,551
Other assets 13,231 12,358
--------- ---------
$150,925 $155,610
========= =========
Liabilities and Shareholders' Equity
Current liabilities
Accounts payable $ 24,758 $ 25,045
Accrued claims 7,213 7,195
Accrued payroll 6,675 3,813
Accrued liabilities 2,301 2,907
--------- ---------
Total current liabilities 40,947 38,960
Long-term debt 1,000 14,000
Deferred income taxes 4,246 2,878
Accrued claims and liabilities 14,642 15,718
--------- ---------
60,835 71,556
--------- ---------
Shareholders' equity
Par value of common stock (17,379
and 17,281 shares issued) 26,069 25,921
Capital in excess of par value 1,192 1,097
Retained earnings 63,281 57,849
--------- ---------
90,542 84,867
Less - Treasury stock (128 and 195 shares), at cost 452 813
--------- ---------
Total shareholders' equity 90,090 84,054
--------- ---------
$150,925 $155,610
========= =========
See accompanying notes to consolidated condensed financial statements.
****************************************************
Page 1
FROZEN FOOD EXPRESS INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER-SHARE AMOUNTS)
(UNAUDITED)
Three Months Six Months
Ended June 30, Ended June 30,
-------------- --------------
2004 2003 2004 2003
---- ---- ---- ----
Revenue
Freight revenue $ 109,819 $ 97,695 $ 212,235 $ 187,420
Non-freight revenue 3,516 6,036 5,988 8,969
---------- ---------- ---------- ----------
113,335 103,731 218,223 196,389
---------- ---------- ---------- ----------
Costs and expenses
Freight operating expenses
Salaries, wages and related expenses 26,744 26,787 52,293 50,565
Purchased transportation 27,354 23,673 53,693 45,407
Supplies and expenses 32,160 26,768 61,021 53,223
Revenue equipment rent 7,888 8,359 16,138 16,241
Depreciation 4,878 3,239 9,490 6,751
Communications and utilities 942 950 1,916 2,023
Claims and insurance 2,910 2,805 5,798 5,796
Operating taxes and licenses 1,163 817 2,291 1,891
Miscellaneous expense 1,193 1 ,439 1,698 2,576
---------- ---------- ---------- ----------
105,232 94,837 204,338 184,473
Non-freight costs and operating expenses 2,960 6,417 5,422 9,945
---------- ---------- ---------- ----------
108,192 101,254 209,760 194,418
---------- ---------- ---------- ----------
Income from operations 5,143 2,477 8,463 1,971
Interest and other (225) (1,124) 1 (761)
---------- ---------- ---------- ----------
Income before income tax 5,368 3,601 8,462 2,732
Provision for income tax 1,876 1,054 3,030 853
---------- ---------- ---------- ----------
Net income $ 3,492 $ 2,547 $ 5,432 $ 1,879
========== ========== ========== ==========
Net income per share of common stock
Basic $ .20 $ .15 $ .32 $ .11
========== ========== ========== ==========
Diluted $ .19 $ .15 $ .30 $ .11
========== ========== ========== ==========
Weighted average shares outstanding
Basic 17,209 16,762 17,174 16,736
========== ========== ========== ==========
Diluted 17,937 16,999 17,894 16,951
========== ========== ========== ==========
See accompanying notes to consolidated condensed financial statements.
****************************************************
Page 2
FROZEN FOOD EXPRESS INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30,
(IN THOUSANDS)
(UNAUDITED)
2004 2003
--------- ---------
Net cash provided by operating activities $ 22,418 $ 2,088
--------- ---------
Cash flows from investing activities
Expenditures for property and equipment (12,747) (10,186)
Proceeds from sale of property and equipment 4,812 7,404
Life insurance and other (275) 638
--------- ---------
Net cash used in investing activities (8,210) (2,144)
--------- ---------
Cash flows from financing activities
Borrowings and revolving credit agreement 18,400 23,200
Payments against revolving credit agreement (31,400) (21,200)
Capital leases and other, net 248 (2,550)
--------- ---------
Net cash used in financing activities (12,752) (550)
--------- ---------
Net increase (decrease) in cash and cash equivalents 1,456 (606)
Cash and cash equivalents at January 1 1,396 2,861
--------- ---------
Cash and cash equivalents at June 30 $ 2,852 $ 2,255
========= =========
See accompanying notes to consolidated condensed financial statements.
****************************************************
Page 3
Frozen Food Express Industries, Inc. And Subsidiaries
Notes to Consolidated Condensed Financial Statements
June 30, 2004 and 2003
(Unaudited)
1. BASIS OF PRESENTATION
---------------------
These consolidated financial statements include Frozen Food Express
Industries, Inc. 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,
cash flows 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 March
25, 2004, 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 most recent Annual Report on Form 10-K.
2. REVENUE AND EXPENSE RECOGNITION
-------------------------------
Freight revenue and associated direct operating expenses are recognized
on the date the freight is picked up from the shipper in accordance
with the FASB's Emerging Issues Task Force's Issue No. 91-9 "REVENUE
AND EXPENSE RECOGNITION FOR FREIGHT SERVICES IN PROGRESS" ("EITF No.
91-9").
One of the preferable methods outlined in EITF No. 91-9 provides for
the allocation of revenue between reporting periods based on relative
transit time in each reporting period with expense recognized as
incurred. Changing to this method would not have a material impact on
our quarterly or annual financial statements.
We are the sole obligor with respect to the performance of our freight
services and we assume all of the related credit risk. Accordingly, our
freight revenue and our related direct expenses are recognized on a
gross basis. Payments we make to independent contractors for the use of
their trucks in transporting freight are typically calculated based on
the gross revenue generated by their trucks. Such payments to
independent contractors are recorded as purchased transportation
expense.
3. STOCK-BASED COMPENSATION
------------------------
In March of 2004, the Financial Accounting Standards Board ("FASB")
announced that it had voted to rescind the alternative that companies
have to apply APB Opinion No. 25 to account for stock-based
compensation. If adopted, the new standard will affect periods
beginning in fiscal 2005. Until such time as any such new accounting
standard takes effect, we will continue to apply APB Opinion No. 25 to
Page 4
account for our stock options. Accordingly, no expense has been
recognized for stock option grants to employees.
The following table illustrates how our net income and our basic and
diluted net income per share would have been impacted for each of the
three and six month periods ended June 30, 2004 and 2003 had we elected
to apply FASB Statement of Financial Accounting Standards No. 123
("SFAS No. 123") to account for our stock options (in millions, except
per-share amounts):
Three Months Six Months
------------ ----------
2004 2003 2004 2003
-------- -------- -------- --------
Net income:
As reported $ 3.5 $ 2.5 $ 5.4 $ 1.9
Impact of SFAS No. 123 (0.2) (0.1) (0.3) (0.2)
-------- -------- -------- --------
$ 3.3 $ 2.4 5.1 $ 1.7
======== ======== ======== ========
Net income per share:
As reported $ 0.19 $ 0.15 $ 0.30 $ 0.11
Impact of SFAS No. 123 (0.01) -- (0.01) (0.02)
-------- -------- -------- --------
$ 0.18 $ 0.15 $ 0.29 $ 0.09
======== ======== ======== ========
In calculating the above amounts we assumed that expenses from employee
stock options would accrue over each option's vesting period.
4. LONG-TERM DEBT
--------------
As of June 30, 2004, we had a $40 million secured line of credit
pursuant to a revolving credit agreement with two commercial banks. In
early July of 2004, the credit agreement was amended and the line of
credit was increased to $50 million. The amendment also, among other
things, extended the expiration of the facility to May, 2007 and
reduced our interest rate on borrowed funds.
Interest is due monthly. We may elect to borrow at a daily interest
rate based on the bank's prime rate or 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 June 30, 2004,
$1.0 million was borrowed against this facility and an additional $5.1
million was being used as collateral for letters of credit.
Accordingly, at June 30, 2004 approximately $33.9 million (of the $40
million) was available under the agreement. To the extent that the line
of credit is not used for borrowing or letters of credit, we pay a
commitment fee to the banks.
Loans may be secured by liens against our inventory, trade accounts
receivable and over-the-road trucking equipment. The 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 we incur. The agreement restricts, among other things,
payments of cash dividends, repurchases of our stock and the amount of
our capital expenditures. The amended agreement provides that the
amount we may borrow under the facility may not exceed the lesser of
$50 million, as adjusted for letters of credit and other debt as
defined in the agreement, a borrowing base or a multiple of a measure
of cash flow as described in the agreement. The agreement expires on
May 30, 2007, at which time loans and letters of credit will become
due. As of June 30, 2004, we were in compliance with the terms of the
agreement.
Page 5
5. COMMITMENTS AND CONTINGENCIES
-----------------------------
We have accrued for costs related to public liability, cargo and
work-related injury claims. When an incident occurs we record a reserve
for the incident's estimated outcome. As additional information becomes
available, adjustments are often made. Accrued claims liabilities
include all such reserves and our estimate for incidents which have
been incurred but not reported.
6. NET INCOME PER SHARE OF COMMON STOCK
------------------------------------
Our basic income per share was computed by dividing our net income or
loss by the weighted average number of shares of common stock
outstanding during the period. The table below sets forth information
regarding weighted average basic and diluted shares for each of the
three and six month periods ended June 30, 2004 and 2003 (in
thousands):
Three Months Six Months
------------ ----------
2004 2003 2004 2003
------- ------- ------- -------
Basic shares 17,209 16,762 17,174 16,736
Common stock equivalents 728 237 720 215
------- ------- ------- -------
Diluted shares 17,937 16,999 17,894 16,951
======= ======= ======= =======
For the quarters ended June 30, 2004 and 2003, respectively, we
excluded 1.1 million and 2.0 million stock options from our calculation
of common stock equivalents ("CSEs") because their exercise prices
exceeded the market price of our stock, which would have caused
anti-dilution. For the six months ended June 30, 2004 and 2003,
respectively, we also excluded 1.1 million and 2.0 million stock
options from our calculation of CSEs because their exercise prices
exceeded the market price of our stock, which would have caused
anti-dilution.
7. OPERATING SEGMENTS
------------------
We have two operating segments. The larger segment consists of our
motor carrier operations, which are conducted in a number of divisions
and subsidiaries and are similar in nature. Our primary motor carrier
division provides both less-than-truckload ("LTL") and full-truckload
refrigerated transportation services. Our full-truckload and LTL
services are commonly managed and we constantly redeploy our trucks and
trailers between these types of service. Many of the division's
customers use both types of service throughout the year. Accordingly,
we report all of our motor carrier operations as one segment.
AirPro Holdings, Inc., our non-freight segment is engaged in the sale
and service of air conditioning and refrigeration components. We have
presented below financial information for each of the three and six
month periods ended June 30, 2004 and 2003 (in millions):
Page 6
Three Months Six Months
------------ ----------
2004 2003 2004 2003
---- ---- ---- ----
Freight operations
Revenue $ 109.8 $ 97.7 $ 212.2 $ 187.4
Operating income 4.6 2.9 7.9 2.9
Total assets 153.0 142.3 153.0 142.3
Non-Freight operations
Revenue $ 3.5 $ 6.0 $ 6.0 $ 9.0
Operating income (loss) 0.6 (0.4) 0.6 (1.0)
Total assets 12.2 19.5 12.2 19.5
Intercompany eliminations
Total assets $ (14.3) $ (19.0) $ (14.3) $ (19.0)
Consolidated
Revenue $ 113.3 $ 103.7 $ 218.2 $ 196.4
Operating income 5.1 2.5 8.5 2.0
Total assets 150.9 142.8 150.9 142.8
8. PRIOR-PERIOD AMOUNTS
--------------------
Certain prior-period amounts have been reclassified to conform with
current period presentation.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
-----------------------------------------------------------------------
OF OPERATIONS
-------------
GENERAL
- -------
The following management's discussion and analysis describes the
principal factors affecting our results of operations, liquidity, and capital
resources. This discussion should be read in conjunction with the accompanying
unaudited consolidated condensed financial statements and our Annual Report on
Form 10-K for the year ended December 31, 2003, which include additional
information about our business, our significant accounting policies and other
relevant information that underlies our financial results. Without limiting the
foregoing, the "Overview" and "Critical Accounting Estimates" sections of our
last Form 10-K should be read in conjunction with this Quarterly Report.
Our website address is www.ffex.net. All of our filings with the SEC
are available free of charge through our website as soon as reasonably
practicable after we file them with the SEC.
RESULTS OF OPERATIONS - THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2004
- ---------------------
FREIGHT REVENUE: The following table summarizes and compares the
components of as well as the impact of fuel adjustment charges on our freight
revenue for the three and six month periods ended June 30, 2004 and 2003 (in
millions):
Page 7
Three Months Six Months
------------ ----------
2004 2003 2004 2003
------- ------- ------- -------
Full-Truckload Revenue:
Excluding fuel adjustments $ 70.8 $ 63.4 $138.0 $120.7
Fuel adjustments 4.9 2.7 8.4 5.6
------- ------- ------- -------
$ 75.7 $ 66.1 $146.4 $126.3
======= ======= ======= =======
LTL Revenue:
Excluding fuel adjustments $ 30.2 $ 29.3 $ 58.9 $ 56.3
Fuel adjustments 2.3 1.1 3.8 2.4
------- ------- ------- -------
$ 32.5 $ 30.4 $ 62.7 $ 58.7
======= ======= ======= =======
Freight Revenue:
Excluding fuel adjustments $101.0 $ 92.7 $196.9 $177.0
Fuel adjustments 7.2 3.8 12.2 8.0
------- ------- ------- -------
108.2 96.5 209.1 185.0
Equipment rental income 1.6 1.2 3.1 2.4
------- ------- ------- -------
$109.8 $ 97.7 $212.2 $187.4
======= ======= ======= =======
The rates we charge for our freight transportation services include
fuel adjustment charges. In periods when the price we incur for diesel fuel is
high, we raise our prices to recover the majority of this increase from our
customers. During the three and six month periods ended June 30, 2004, our
freight revenue rose by 12% and 13%, respectively, to $109.8 million and $212.2
million, respectively, as compared to the same periods of 2003.
Our freight business serves two related markets with separate revenues,
but with many shared costs. Full-truckload freight services typically involve
the transportation of a single shipment from a single origin to one or a few
destinations. Full-truckload shipments typically weigh about 35,000 pounds.
Although we principally transport full-truckload shipments of products
that require temperature control while in transit, we also have a fleet of
trucks that focuses on full-truckload transportation of non-perishable
commodities.
Less-than-truckload ("LTL") freight services typically involve the
transportation of multiple shipments at the same time in one load. Loads of LTL
freight involves multiple shipments, each with different origins and
destinations. LTL shipments typically weigh 3,000 pounds or less. More than 90%
of our LTL shipments are of commodities requiring temperature control. LTL
shipments typically travel from the origin through one or more of our freight
terminals and then to the destination.
Our full-truckload and LTL services are commonly managed and we
constantly redeploy our trucks and trailers between these types of service. Many
of our customers use both types of service throughout the year.
The following discussion of our freight revenue excludes fluctuations
due to fuel adjustment charges and equipment rental income. The table below sets
forth information regarding freight revenue from our full-truckload and LTL
freight services for the three and six month periods ended June 30, 2004 and
2003:
Page 8
Three Months Six Months
------------ ----------
2004 2003 2004 2003
---- ---- ---- ----
Full Truckload:
Revenue (A) (B) $ 70.8 $ 63.4 $ 138.0 $ 120.7
Total miles (A) 55.6 48.2 110.2 97.5
Shipments (C) 51.3 52.1 104.9 99.1
Per-mile revenue (B) $ 1.27 $ 1.32 $ 1.25 $ 1.24
Per-shipment revenue (B) $ 1,380 $ 1,217 $ 1,315 $ 1,218
Miles per shipment 1,084 925 1,050 984
Empty mile ratio 8.3% 9.5% 8.6% 9.1%
Less-than-truckload:
Revenue (A) (B) $ 30.2 $ 29.3 $ 58.9 $ 56.3
Total miles (A) 10.3 10.3 19.9 19.8
Shipments (C) 87.7 80.4 172.7 158.2
Hundredweight (C) 2,614 2,378 5,181 4,713
Per-mile revenue (B) $ 2.93 $ 2.84 $ 2.96 $ 2.84
Per-shipment revenue $ 344 $364 $ 341 $ 356
Per-hundredweight revenue $ 11.55 $ 12.32 $ 11.36 $ 11.94
Empty mile ratio 8.1% 6.9% 8.0% 7.2%
Other Information:
As of June 30,
Tractors in service 2,265 2,248 2,265 2,248
Trailers in service 3,861 3,670 3,861 3,670
(A) In millions
(B) Excludes surcharge revenue
(C) In thousands
Compared to 2003, excluding the impact of fuel adjustment charges, our
full-truckload revenue increased during the three and six month periods ended
June 30, 2004 by $7.4 million (11.7%) and $17.3 million (14.3%), respectively.
The increase resulted primarily from growth in the number of miles.
LTL revenue excluding fuel adjustment charges rose by $0.9 million
(3.1%) and $2.6 million (4.6%), respectively between the three and six month
periods ended June 30, 2004 when compared to the comparable periods of the prior
year. These increases were due to increases in the number of LTL shipments which
were offset by decreases in average revenue per LTL shipment.
As of June 30, 2004 we had about 1,450 tractors in our company-operated
full-truckload fleet as compared to about 1,390 at June 30, 2003. As of June 30,
2004, the number of tractors in the fleet had increased by 25 trucks since the
beginning of 2004. The number of full-truckload tractors provided to us by
owner-operators decreased by about 35 during the first six months of 2004. At
the end of 2004's second quarter, we had about 25 fewer independent
contractor-provided full-truckload trucks than we did one year ago. Between June
30, 2003 and 2004 our number of company-operated LTL trucks declined by about
10% to 100.
Full-truckload activities, which contributed about 70% and 68% of
freight revenue during the second quarters of 2004 and 2003, respectively, 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.
Page 9
Until the last half of 2003, capacity in the trucking industry often
exceeded demand for trucking services. This imbalance was a result of generally
weak economic conditions. In the temperature-controlled sector of the trucking
industry, several of our competitors ceased or reduced the scope of their
operations, but this reduced capacity had not yet enabled us to significantly
increase the prices we charge for our trucking services.
FREIGHT OPERATING EXPENSES: The following table sets forth, as a
percentage of freight revenue (inclusive of fuel adjustment charges) certain
major operating expenses for the three and six month periods ended June 30, 2004
and 2003:
Three Months Six Months
------------ ----------
2004 2003 2004 2003
-------- -------- -------- --------
Salaries, wages and related expenses 24.4% 27.8% 24.6% 27.0%
Purchased transportation 24.9 24.6 25.3 24.2
Supplies and expenses 29.3 27.8 28.8 28.4
Revenue equipment rent and depreciation 11.6 10.7 12.1 12.3
Claims and insurance 2.6 2.9 2.7 3.1
Other 3.0 3.2 2.8 3.4
-------- -------- -------- --------
Total freight operating expenses 95.8% 97.0% 96.3% 98.4%
======== ======== ======== ========
SALARIES AND WAGES: Compared to the comparable periods in 2003, our
salaries, wages and related expenses decreased by $100,000 (0.4%) and increased
by $1.7 million (3.4%), respectively, during the three and six month periods
ended June 30, 2004. The following table summarizes and compares the major
components of these expenses between the 2004 and 2003 three and six month
periods (in millions):
Three Months Six Months
------------ ----------
Amounts of Salaries, Wages and 2004 2003 2004 2003
Related Expenses Incurred for: -------- -------- -------- --------
Driver salaries $ 14.0 $ 13.6 $ 27.5 $ 25.7
Non-driver salaries 8.7 7.9 17.0 15.3
Payroll taxes 2.0 2.3 4.3 4.4
Work-related injuries 0.8 1.1 1.4 1.9
Health insurance and other 1.2 1.9 2.1 3.3
-------- -------- -------- --------
$ 26.7 $ 26.8 $ 52.3 $ 50.6
======== ======== ======== ========
Payroll expenses related to drivers rose by about $400,000 (2.9%) and
$1.8 million (7%), respectively, between the three and six month periods ended
June 30, 2003 and 2004, due to the increase in our company-operated tractor
count. Non-driver salaries and wages increased by about $800,000 (10.1%) and
$1.7 million (11.1%), respectively, due to the increase in our LTL business, our
continuing efforts to refocus our marketing efforts and higher levels of
incentive compensation accruals. Despite higher payrolls, expenses associated
with payroll taxes declined between the three and six month periods ended June
30, 2003 and 2004. This was due in part to favorable experience regarding
unemployment and other payroll-related matters. Favorable experience also helped
reduce expenses related to work-related injuries, health insurance and other
payroll related expenses.
PURCHASED TRANSPORTATION: Compared to the comparable periods in 2003,
our purchased transportation expenses increased by $3.7 million (15.6%) and $8.3
million (18.2%), respectively, during the three and six month periods ended June
30, 2004. The following table summarizes and compares the major components of
these expenses between the 2004 and 2003 three and six month periods (in
millions):
Page 10
Three Months Six Months
------------ ----------
Amount of Purchased 2004 2003 2004 2003
Transportation Expense -------- -------- -------- --------
Incurred for:
Full-truckload $ 14.6 $ 13.0 $29.2 $25.4
LTL 11.7 9.9 22.1 19.2
Intermodal and other 1.1 0.8 2.4 0.8
-------- -------- -------- --------
$ 27.4 $ 23.7 $ 53.7 $ 45.4
======== ======== ======== ========
Independent contractors are entities that own tractors which are utilized
by us to transport our customers' freight. As consideration for the use of their
tractors, we pay the independent contractors amounts which are generally
calculated based upon the revenue we receive from the freight they haul.
The amounts we paid to independent contractors for purchased
transportation, as a percent of revenue, has not changed appreciably since last
year. The increase in purchased transportation expenses during 2004 is partially
related to the higher volume of freight revenue and to the increased use of
intermodal service providers to transport our freight.
Independent contractors are responsible for paying for the fuel that is
consumed by the trucks. We pay independent contractors amounts that are based
upon the revenue we receive from the shipments hauled by their trucks. To the
extent that our revenue from a shipment includes fuel adjustments charges, we
pass the fuel adjustments through to the independent contractors to alleviate
some of their increased cost of fuel. Higher fuel prices during 2004 have
accordingly served to further increase purchased transportation expense.
SUPPLIES AND EXPENSES: Compared to the comparable periods in 2003,
supplies and expenses increased by $5.4 million (20.1%) and $7.8 million
(14.7%), respectively, during the three and six month periods ended June 30,
2004. The following table summarizes and compares the major components of these
expenses between the 2004 and 2003 three and six month periods (in millions):
Three Months Six Months
Amount Of Supplies and ------------ ----------
Expenses Incurred for: 2004 2003 2004 2003
-------- -------- -------- --------
Fuel $ 14.5 $ 10.3 $ 27.6 $ 23.3
Repairs and maintenance 4.9 4.1 8.3 7.8
Employee-driver travel expenses 4.6 4.1 8.7 7.8
Freight handling 2.8 2.4 5.4 4.7
Tires 1.5 1.3 3.2 2.8
Other 3.9 4.6 7.8 6.8
-------- -------- -------- --------
$ 32.2 $ 26.8 $ 61.0 $ 53.2
======== ======== ======== ========
Nearly 80% of the 2004 second quarter's and 55% of the year-to-date
increases in supplies and expenses were related to fuel consumed by our
company-operated fleet. Per-gallon costs we paid for fuel rose by 21% during the
second quarter of 2004 as compared to the second quarter of 2003.
Page 11
Fuel price volatility impacts our profitability. We have in place a
number of strategies that mitigate, but do not eliminate the impact of such
volatility. Pursuant to the contracts and tariffs by which our freight rates are
determined, those rates in most cases automatically fluctuate as diesel fuel
prices rise and fall.
Factors that prevent us from fully recovering fuel cost increases
include the presence of deadhead (empty) miles, tractor engine idling and fuel
to power our trailer refrigeration units. Such fuel consumption often cannot be
attributable to a particular load and, therefore, there is no revenue to which a
fuel adjustment may be applied. Also, our fuel adjustment charges are computed
by reference to Federal government indices that are released weekly for the
prior week. When prices are rising, the price we incur in a given week is more
than the price the government reports for the preceding week. Accordingly, we
are unable to recover the excess of the current week's actual price to the
preceding week's indexed price.
With regard to fuel expenses for company-operated equipment, we attempt
to further mitigate the impact of fluctuating fuel costs by purchasing more
fuel-efficient tractors and aggressively managing fuel purchasing. Also,
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, but to the extent such fuel adjustment charges are passed through by us to
owner-operators, fuel price volatility may impact purchased transportation
expenses.
RENTALS AND DEPRECIATION: Compared to the comparable periods in 2003,
the total of equipment rental and depreciation expense increased by $1.2 million
(10%) and $2.6 million (11.5%), respectively, during the three and six month
periods ended June 30, 2004. The increases are primarily attributable to
increases in the number of tractors we owned and leased. There were
approximately 1,550 tractors in our company-operated fleets as of June 30, 2004,
an increase of about 55 as compared to one year before. The number of tractors
we own and lease to independent contractors increased by approximately 55.
Therefore, we owned or were the lessee of about 110 more tractors as of June 30,
2004 than was the case as of June 30, 2003.
Most of our company-operated tractors are the subject of an agreement
between us and their manufacturer pursuant to which the manufacturer has
conditionally agreed to repurchase the tractors from us after a specified number
months of service. The conditions that could restrict our ability to sell these
used tractors back to the manufacturer include specifications as to their
physical condition, their mechanical performance, their mileage and the quantity
of new tractors that we buy from that manufacturer to replace the old tractor to
be retired from our fleet.
Beginning in 2002, we extended the replacement cycle for our tractors
from 36 months to as many as 48 months of service.
Regarding purchased tractors, we had previously depreciated such
tractors over 36 months to a salvage value generally equal to the manufacturer's
repurchase price. With the extended replacement cycle, the amount of the
manufacturer's repurchase price, which approximates the estimated salvage value,
was lowered by an amount generally equal to one year's depreciation expense on
each tractor. Therefore, this change has not, nor is it expected to, impact the
periodic amount of depreciation expense for such tractors.
Page 12
Regarding leased tractors, before 2003 we generally leased tractors for
36-month terms. As a result of extending our replacement cycle to 48 months, we
typically buy the tractors at the end of the 36-month lease term at fair market
value ("FMV") and depreciate them over their remaining useful life of 12 months.
Consequently, we now incur depreciation expense during the 4th year of a
tractor's life rather than leasing a new tractor. The increase in depreciation
expense has generally equaled the resulting decrease in lease expense that would
have been incurred under the 36-month replacement cycle.
When a tractor which is the subject to the repurchase arrangement
reaches the end of its service life, if we owned the tractor during its service
life, we generally sell the tractor to the manufacturer for a FMV price that was
agreed to at the time the tractor was placed into service. For tractors that
were leased during their service lives, we typically exercise lease agreement
FMV purchase options to acquire short-term ownership of the used tractor and
then resell the used tractor to the manufacturer. In such transactions, the
amount we pay to the lessor is generally equal to the amount we receive from the
manufacturer. We are not obligated to sell any used tractors back to the
manufacturer. If the amount we could recover by sale to another party is
substantially more than the manufacturer's buy-back obligation to us, we may and
do sell tractors to such other third parties.
CLAIMS AND INSURANCE: Compared to the comparable periods in 2003,
claims and insurance expense increased by $105,000 (3.7%) and $2,000 (0%),
respectively, during the three and six month periods ending June 30, 2004. These
expenses vary with miles traveled as well as the severity and frequency of
personal injury and property damage claims.
Effective June 1, 2004 we renewed our liability insurance. In
connection with the renewal, we decreased our deductible from $5 million to $3
million. Because we retain a large deductible for our personal injury claims,
the occurrence of any single event can significantly impact our periodic
earnings.
OTHER AND MISCELLANEOUS EXPENSES: Compared to the comparable periods in
2003, other and miscellaneous expenses decreased by $246,000 (17.1%) and
$878,000 (34.1%), respectively, during the three and six month periods ended
June 30, 2004. Legal fees associated with general corporate matters and reduced
accruals for accounts receivable which may not ultimately be collected were the
primary reasons for these decreases. Mitigating the decreases were significant
expenditures related to our efforts to comply with Section 404 of the
Sarbanes-Oxley Act of 2002.
Page 13
NON-FREIGHT OPERATIONS: For the three and six month periods ended June
30, 2004, revenue from AirPro Holdings, Inc. ("AirPro"), our non-freight
business, declined by 42% and 33%, respectively, as compared to the comparable
quarters of 2003. During the fourth quarter of 2003, Airpro sold one of its
businesses that installs air-conditioning systems on large passenger vehicles,
such as school buses. This transaction was a primary reason for the decline in
our non-freight revenue throughout the first half of 2004. Our non-freight
operating expenses for the three and six month periods of 2004 fell by 54% and
45%, respectively, when compared to the prior year periods, primarily for the
same reason.
AirPro earned an operating profit of $656,000 during the first six
months of 2004, as compared to an operating loss of $976,000 during the
comparable period of 2003.
In November 2003, we engaged a consulting firm to manage AirPro and the
principal of the consulting firm was appointed as AirPro's President. The
consulting firm has been retained to lead our efforts to eliminate the potential
for future losses from AirPro, and to conduct a review of strategic alternatives
for AirPro.
OPERATING INCOME OR LOSS: The following table summarizes and compares
our operating results for the three and six month periods ended June 30, 2004
and 2003 (in millions):
Three Months Six Months
------------ ----------
Income (Loss) From: 2004 2003 2004 2003
-------- -------- -------- --------
Freight operations $ 4.6 $ 2.9 $ 7.9 $ 2.9
Non-freight operations 0.5 (0.5) 0.6 (0.9)
-------- -------- -------- --------
$ 5.1 $ 2.4 $ 8.5 $ 2.0
======== ======== ======== ========
INTEREST AND OTHER: The following table summarizes and compares our
interest and other expenses and income during the three and six month periods
ended June 30, 2004 and 2003 (in thousands):
Three Months Six Months
------------ ----------
2004 2003 2004 2003
-------- -------- -------- --------
Interest expense $ 84 $ 135 $ 206 $ 237
Interest income (2) (71) (17) (87)
Life insurance and other income (307) (1,188) (188) (911)
-------- -------- -------- --------
$ (225) $(1,124) $ 1 $ (761)
======== ======== ======== ========
Compared to 2003 and primarily as a result of decreased income related
to our life insurance investments, interest and other income, net, decreased
between the three and six month periods ended June 30, 2004.
PRE-TAX AND NET INCOME: Compared to the comparable periods in 2003, our
pre-tax income increased by $1.8 million (49%) and $5.7 million (210%),
respectively, during the three and six month periods ended June 30, 2004.
Our provision for income tax was 35.8% of our pre-tax income for the
first six months of 2004. For the comparable six months of 2003, our provision
Page 14
for income tax was 31.2% of our pre-tax income. Our effective tax rate is
impacted by the presence of expenses in our income statement which are not
included in taxable income.
Compared to the comparable periods in 2003, our net income increased by
$945,000 (37%) and $3.6 million (189%) during the three and six month periods
ended June 30, 2004.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
DEBT AND WORKING CAPITAL: Our primary needs for capital resources are to
finance working capital, expenditures for property and equipment 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.
During July 2004, our credit agreement with our banks was amended. The
amount of credit available to us was increased by $10 million to $50 million.
The margins we pay to borrow under the facility generally were reduced by 50
basis points and the maturity date of the facility has been extended by two
years to June 1, 2007. We had long-term debt of $1.0 million as of June 30,
2004. At June 30, 2004, the unused portion of the company's then $40 million
revolving credit facility was approximately $33.9 million. We believe that the
funds available to us from our working capital, future operating cash flows and
our credit and leasing facilities will be sufficient to finance our operation
during the next twelve months.
CASH FLOWS: During the six month period ended June 30, 2004 net cash
provided by operation activities was $22.4 million as compared to $2.1 million
during the year-ago six-month period. During 2003, our LTL revenues and
receivables increased significantly due to one of our competitors having ceased
operations. During the first six months of 2004, our accounts receivable did not
fluctuate as they did last year. Improved profitability and higher non-cash
expenses such as depreciation and amortization were also significant
contributors to this increase.
On August 11, 2004, our Board of Directors authorized the purchase of
up to 750,000 shares of common stock from time to time on the open market at
such times as management deems appropriate.
OBLIGATIONS AND COMMITMENTS: As of June 30, 2004, our debt was $1.0
million and letters of credit issued by us for insurance purposes and to
equipment leasing companies were $5.1 million in total.
As of June 30, 2004, we had contracts to purchase tractors and trailers
later in 2004 totaling approximately $35.2 million. We expect to lease most of
the tractors and trailers when they are placed into service.
We lease equipment and real estate. Rentals are due under
non-cancelable operating leases for facilities, tractors and trailers. Facility
and trailer leases do not contain guaranteed residual values in favor of the
lessors. Most of the tractors we leased prior to 2003 and many of the tractors
we leased since 2002 are leased pursuant to agreements under which we have
partially guaranteed the assets end-of lease-term residual value. Tractor leases
entered into before 2003 typically have 36-month terms, and tractor leases
entered into after 2002 have either 42 or 48-month terms. The portions of the
Page 15
residuals we have guaranteed vary from lessor to lessor. Gross residuals are
between 40% and 55% of the leased asset's historical cost, of which we have
guaranteed the first 27% to 40% of the leased asset's historical cost. The
lessors remain at risk for between 13% and 15% of the remainder of such leased
asset's historical cost. Because our lease payments and residual guarantees do
not exceed 90% of the tractor's cost, the leases are accounted for as operating
leases and rentals are recorded as rent expense over the term of the leases.
The table below sets forth information as to the amounts of our
obligations and commitments as well as the year in which they will become due
(in millions):
Remainder After
Payments due by year Total of 2004 2005 2006 2007 2008 2008
- -----------------------------------------------------------------------------------------------------------------------
Debt and letters of credit $ 6.1 -- -- -- $ 6.1 -- --
Purchase obligations 35.2 $ 35.2 -- -- -- -- --
Operating leases for:
Rentals 76.7 13.4 $ 22.2 $ 17.5 10.5 $ 6.4 $ 6.7
Residual guarantees 8.7 1.7 1.6 3.5 1.5 0.4 --
--------- -------- -------- -------- -------- ------- -------
Total $ 126.7 $ 50.3 $ 23.8 $ 21.0 $ 18.1 $ 6.8 $ 6.7
========= ======== ======== ======== ======== ======= =======
Forward-looking Statements
- --------------------------
This report contains information and forward-looking statements that
are based on our current beliefs and expectations and assumptions we made based
upon information currently available. Forward-looking statements include
statements relating to our plans, strategies, objectives, expectations,
intentions, and adequacy of resources, and may be identified by words such as
"will", "could", "should", "believe", "expect", intend", "plan", "schedule",
"estimate", "project" and similar expressions. These statements are based on
current expectations and are subject to uncertainty and change.
Although we believe that the expectations reflected in such
forward-looking statements are reasonable, actual results could differ
materially from the expectations reflected in such forward-looking statements.
Factors that could cause actual results to differ materially from those
in the forward-looking statements include demand for our services and products,
and our ability to meet that demand, which may be affected by, among other
things, competition, weather conditions and the general economy, the
availability and cost of labor, our ability to negotiate favorably with lenders
and lessors, the effects of terrorism and war, the availability and cost of
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 and insurance, risks associated with the technologies and
systems used and the other risks and uncertainties described elsewhere in our
filings with the Securities and Exchange Commission. We do not assume any
obligation to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
----------------------------------------------------------
As of June 30, 2004, we held no market risk sensitive instruments for
trading purposes.
Page 16
For purposes other than trading, we held the following market risk
sensitive instruments as of June 30, 2004:
Description Discussion
Long-term debt, The value of our debt at June 30, 2004 was
$1.0 million $1.0 million, which approximates fair market
value. Our debt is incurred pursuant to our
credit agreement, which matures on May 30,
2007.
Rabbi Trust Our consolidated financial statements
investment in 128,000 include the assets and shares of liabilities
shares of our stock, of a Rabbi Trust. As of June 30, 2004, the
$866 thousand trust our stock, held 128,000 for benefit of
participants in our 401(k) Wrap Plan.
The plan participants control whether the
trust's assets are invested in our stock or
other instruments. Trust investments in our
stock are required to be accounted for by us
in a manner that reflects trust liabilities
based on the market value of our stock, but
precludes the valuation of trust assets
based on the market value of our stock.
Therefore, as of June 30, 2004 a $1.00
increase or decrease in the value of our
stock would result in a $128,000 increase or
decrease, respectively, in the amount of our
salaries, wages and related expenses for the
three-month period then ended.
Cash surrender value of The cash surrender value of our life
life insurance policies, insurance policies is a function of the
$7.5 million amounts we pay to the insurance companies,
the insurance charges taken by the insurance
companies and the investment returns earned
by or losses incurred by the insurance
company. Changes in any of these factors
will impact the cash surrender value of our
life insurance policies. Insurance charges
and investment performance have a proximate
effect on the value of our life insurance
assets and on our net income.
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.
Item 4. Controls and Procedures
-----------------------
As of the end of the period covered by this report, we evaluated, under
the supervision and with the participation of our management, including the
Chief Executive Officer and the Chief Financial Officer, the effectiveness of
the design and the operation of our disclosure controls and procedures pursuant
to Exchange Act Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934.
Based on the evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures are effective for the
purposes of gathering, analyzing and disclosing the information that we are
Page 17
required to disclose in the reports we file under the Securities Exchange Act of
1934, within the time periods specified in the SEC's rules and forms. There have
been no significant changes in our internal controls or in other factors that
could significantly affect internal controls subsequent to the date of the
evaluation.
PART II - OTHER INFORMATION
- ---------------------------
Items 1, 3 and 5 of Part II are omitted due to the lack of updated
information to disclose pursuant to said items.
Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity
Securities
---------------------------------------------------------------------
Issuer Purchases of Equity Securities for Quarter Ended June 30, 2004
- ---------------------------------------------------------------------
Total Number Maximum Number
of Shares (or Approximate
Total Average Purchased as Dollar Value) of
Number Price Part of Shares That May Yet Be
of Shares Paid per Publicly Announced Purchased Under the
Purchased Share Plans or Programs Plans or Programs(1)
--------- ----- ----------------- -----------------
(None) ---- ---- ----
(1) On August 11, 2004, the Board of Directors authorized the purchase of up to
750,000 shares of common stock from time to time on the open market or through
private transactions at such times as management deems appropriate. The
authorization did not specify an expiration date. Purchases may be increased,
decreased or discontinued by the Board of Directors at any time without prior
notice.
Item 4. Submission of Matters to Vote of Security Holders
-------------------------------------------------
The Company held its Annual Meeting of Shareholders on April 29, 2004.
The meeting was held to elect one Class I director for a two-year term and three
incumbent Class II directors for a three-year term. There were 16,396,672 common
stock represented at the meeting.
With regard to the election of Class III directors, the following votes
were cast:
Broker
Nominee For Withheld Abstained Non-Votes
------- --- -------- --------- ---------
T. Michael O'Connor 14,739,028 1,657,644 - -
Stoney M. Stubbs, Jr. 14,717,602 1,679,070 - -
Charles G. Robertson 14,474,525 1,922,147 - -
With regard to the amendment to the Company's 2002 Incentive and
Non-Statutory Option Plan, increasing the number of shares available for the
grant of options, the following votes were cast:
Broker
For Against Abstained Non-Votes
--- ------- --------- ---------
8,420,211 4,301,920 296,541 3,373,599
Page 18
Item 6. Exhibits and Reports on Form 8-K.
---------------------------------
(a) Exhibits
3.1 Articles of Incorporation of the Registrant and all amendments
to date (filed as Exhibit 3.1 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31,
1993 and incorporated herein by reference).
3.2 Bylaws of the Registrant, as amended (filed as Exhibit 3.2 to
the Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 2003 and incorporated herein by
reference).
10.1 Second Amendment to the Credit Agreement between Comerica
Bank, successor-by-merger with Comerica Bank-Texas, as
administrative agent for itself and other banks, LaSalle Bank
National Association, as collateral agent and syndication
agent for itself and other banks and FFE Transportation
Services, Inc. as Borrower and certain of its affiliates as of
May 30, 2002.*
31.1 Certification of Chief Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.*
31.2 Certification of Chief Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.*
32.1 Certification of Chief Executive Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.*
32.2 Certification of Chief Financial Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.*
*Filed herewith.
(b) Reports on Form 8-K.
On April 30, 2004 we filed a current report on Form 8-K
announcing our results of operations for the quarter ended
March 31, 2004.
Page 19
SIGNATURES
- ----------
Pursuant to the requirements of the Securities 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 13, 2004 By: /s/ Stoney M. Stubbs, Jr.
---------------------------
Stoney M. Stubbs, Jr.
Chairman of the Board
and Chief Executive Officer
August 13, 2004 By: /s/ F. Dixon McElwee, Jr.
---------------------------
F. Dixon McElwee, Jr.
Senior Vice President
Principal Financial and
Accounting Officer
Page 20
EXHIBIT INDEX
-------------
3.1 Articles of Incorporation of the Registrant and all amendments to
date (filed as Exhibit 3.1 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1993 and
incorporated herein by reference).
3.2 Bylaws of the Registrant, as amended (filed as Exhibit 3.2 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2003 and incorporated herein by reference).
10.1 Second Amendment to the Credit Agreement between Comerica Bank,
successor-by-merger with Comerica Bank-Texas, as administrative
agent for itself and other banks, LaSalle Bank National
Association, as collateral agent and syndication agent for itself
and other banks and FFE Transportation Services, Inc. as Borrower
and certain of its affiliates as of May 30, 2002.*
31.1 Certification of Chief Executive pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.*
31.2 Certification of Chief Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.*
32.1 Certification of Chief Executive Officer pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.*
32.2 Certification of Chief Financial Officer pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.*
*Filed herewith.
Page 21