-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AoWzI2/z+WIfvr5gNWqPyzd9mT9QCw/IOekJRpJ5DPZZNjOLhMo0u/jjWFQ5j02K 8NNBKVm3A1td9aY/PdthZA== 0000930661-99-001910.txt : 19990816 0000930661-99-001910.hdr.sgml : 19990816 ACCESSION NUMBER: 0000930661-99-001910 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990630 FILED AS OF DATE: 19990813 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FROZEN FOOD EXPRESS INDUSTRIES INC CENTRAL INDEX KEY: 0000039273 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 751301831 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-10006 FILM NUMBER: 99687735 BUSINESS ADDRESS: STREET 1: 1145 EMPIRE CENTRAL PLACE CITY: DALLAS STATE: TX ZIP: 75247 BUSINESS PHONE: 2146308090 10-Q 1 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the period ended June 30, 1999 ------------- 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 on its charter) Texas 75-1301831 _______________________________________________________________________________ (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 1145 Empire Central Place Dallas, Texas 75247-4309 _______________________________________________________________________________ (Address of principal executive offices) (Zip Code) (2l4) 630-8090 _______________________________________________________________________________ (Registrant's telephone number, including area code) None ________________________________________________________________________________ (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (l) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to filing requirements for the past 90 days. [X] Yes [ ] No As of August 6, 1999, 16,286,244 shares of the Registrant's Common Stock, $1.50 par value, were outstanding. INDEX PART I - FINANCIAL INFORMATION Page No. -------- Item l. Financial Statements Consolidated Condensed Balance Sheets - June 30, 1999 and December 31, 1998 2 Consolidated Statements of Income - Three and Six months ended June 30, 1999 and 1998 3 Consolidated Condensed Statements of Cash Flows - Six months ended June 30, 1999 and 1998 4 Notes to Consolidated Condensed Financial Statements 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 12 Exhibit 27.1 - Financial Data Schedule 14 -1- FROZEN FOOD EXPRESS INDUSTRIES, INC. AND SUBSIDIARIES Consolidated Condensed Balance Sheets (In thousands) (Unaudited)
June 30, Dec. 31, 1999 1998 ------------------- --------------- Assets Current assets Cash $ 4,435 $ 6,023 Accounts receivable, net 53,807 43,802 Inventories 20,415 12,575 Tires 5,675 5,276 Other current assets 10,271 3,259 -------- -------- Total current assets 94,603 70,935 Property and equipment, net 75,058 64,405 Other assets 16,810 14,340 -------- -------- $186,471 $149,680 ======== ======== Liabilities and Shareholders' Equity Current liabilities Trade accounts payable $ 17,439 $ 17,153 Accrued claims liabilities 3,973 3,801 Accrued payroll 3,912 5,759 Other 6,189 4,869 -------- -------- Total current liabilities 31,513 31,582 Long-term debt 35,000 -- Other and deferred credits 21,663 19,821 -------- -------- Total liabilities and deferred credits 88,176 51,403 -------- -------- Shareholders' equity Common stock 25,921 25,921 Paid-in capital 5,164 5,323 Retained earnings 74,596 73,001 -------- -------- 105,681 104,245 Less - Treasury stock 7,386 5,968 -------- -------- Total shareholders' equity 98,295 98,277 -------- -------- $186,471 $149,680 ======== ========
See accompanying notes. -2- FROZEN FOOD EXPRESS INDUSTRIES, INC. AND SUBSIDIARIES Consolidated Statements of Income (In thousands, except per-share amounts) (Unaudited)
For the Three Months For the Six Months Ended June 30, Ended June 30, -------------------------------------- -------------------------------------- 1999 1998 1999 1998 ------------------ ------------------ ------------------ ------------------ Revenue Freight revenue $ 78,843 $ 77,131 $ 152,667 $ 147,772 Non-freight revenue 17,975 12,285 32,408 19,155 ------- ------- -------- -------- 96,818 89,416 185,075 166,927 ------- ------- -------- -------- Costs and expenses Freight operating expenses Salaries, wages and related expenses 21,656 20,803 42,295 39,800 Purchased transportation 17,369 16,729 33,686 32,377 Supplies and expenses 21,756 21,054 41,273 40,834 Revenue equipment rent 6,419 6,230 12,889 12,229 Depreciation 2,918 2,280 5,614 4,626 Communications and utilities 816 1,164 1,732 2,123 Claims and insurance 4,401 2,909 7,463 5,751 Operating taxes and licenses 1,180 1,079 2,546 2,361 Gain on sale of equipment (450) (227) (711) (463) Miscellaneous expense 915 882 1,740 1,442 ------- ------- -------- -------- 76,980 72,903 148,527 141,080 Non-freight costs and operating expenses 17,262 11,396 31,537 18,573 ------- ------- -------- -------- 94,242 84,299 180,064 159,653 ------- ------- -------- -------- Income from operations 2,576 5,117 5,011 7,274 Interest and other expense, net 485 247 916 353 ------- ------- -------- -------- Income before income tax 2,091 4,870 4,095 6,921 Provision for income tax 774 1,832 1,515 2,488 ------- ------- -------- -------- Net income $ 1,317 $ 3,038 $ 2,580 $ 4,433 ======= ======= ======== ======== Net income per share of common stock Basic $ .08 $ .18 $ .16 $ .26 ======= ======= ======== ======== Diluted $ .08 $ .18 $ .16 $ .26 ======= ======= ======== ======== Weighted average shares outstanding Basic 16,334 16,894 16,386 16,873 ======= ======= ======== ======== Diluted 16,463 17,169 16,537 17,251 ======= ======= ======== ========
See accompanying notes. -3- FROZEN FOOD EXPRESS INDUSTRIES, INC. AND SUBSIDIARIES Consolidated Condensed Statements of Cash Flows (In thousands) (Unaudited)
For the Six Months Ended June 30, ------------------------------- 1999 1998 -------- -------- Net cash (used in) provided by operating activities $(16,614) $ 771 -------- -------- Cash flows from investing activities Expenditures for property and equipment (22,325) (13,671) Proceeds from sale of property and equipment 7,532 2,633 Company owned life insurance and other (2,621) (3,125) -------- -------- Net cash used in investing activities (17,414) (14,163) -------- -------- Cash flows from financing activities Borrowings under revolving credit agreement 37,000 -- Payments against revolving credit agreement (2,000) -- Dividends paid (985) (1,013) Net treasury stock activity (1,575) (672) -------- -------- Net cash provided by (used in) financing activities 32,440 (1,685) -------- -------- Net decrease in cash and cash equivalents (1,588) (15,077) Cash and cash equivalents at January 1 6,023 23,318 -------- -------- Cash and cash equivalents at June 30 $ 4,435 $ 8,241 ======== ========
See accompanying notes. -4- FROZEN FOOD EXPRESS INDUSTRIES, INC. AND SUBSIDIARIES Notes to Consolidated Condensed Financial Statements June 30, 1999 and 1998 (Unaudited) 1. BASIS OF PRESENTATION --------------------- The consolidated financial statements include Frozen Food Express Industries, Inc. (FFEX) and its subsidiary companies (the company), 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) and have not been audited or reviewed by independent public accountants. In the opinion of management, all adjustments (which consisted only of normal recurring accruals) necessary to present fairly the financial position and results of operations have been made. Pursuant to SEC rules and regulations, certain information and disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted from these statements unless significant changes have taken place since the end of the most recent fiscal year. FFEX believes that the disclosures contained herein, when read in conjunction with the financial statements and notes included, or incorporated by reference, in FFEX's Form 10-K filed with the SEC on March 26, 1999, 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 the aforementioned report on Form 10-K. 2. FINANCING AND INVESTING ACTIVITIES NOT AFFECTING CASH ----------------------------------------------------- During the six months ended June 30, 1998, the company funded contributions to its Employee Savings Plan by transferring 113,324 shares of treasury stock to the Plan trustee. The fair market value of the transferred shares was $1,078,000. 3. SHAREHOLDERS' EQUITY -------------------- As of June 30, 1999 and December 31, 1998, respectively, there were 16,306,000 and 16,499,000 shares of stock outstanding. During both of the quarters ended June 30, 1999 and 1998, the company declared dividends on the common stock of three cents per share. 4. COMMITMENTS AND CONTINGENCIES ----------------------------- The company has accrued for costs related to public liability and work-related injury claims, some of which involve litigation. The aggregate amount of these claims is significant. In the opinion of management, these actions can be successfully defended or resolved, and any additional costs incurred over amounts accrued will not have a material adverse effect on the company's financial position, cash flows or results of operations. 5. EARNINGS PER SHARE ------------------ Common stock equivalents included in diluted weighted average shares, all of which result from dilutive stock options granted by the company, were as follows: 1999 1998 ---- ---- For the three months ended June 30 129,000 275,000 For the six months ended June 30 151,000 378,000 -5- 6. OPERATING SEGMENTS ------------------ The company's operations consist of two reportable segments. The freight segment is engaged primarily in the motor carrier freight transportation business. The smaller segment is primarily engaged in non-freight business relating to the sale and service of refrigeration equipment and of trailers used in freight transportation. Financial information for each reportable segment for the six month periods ended June 30, 1999 and 1998 is as follows (in millions):
1999 1998 ----------------- ---------------- Freight Operations Total Revenue $152.7 $147.8 Operating Income 4.1 6.7 Total Assets 171.4 137.7 Non-Freight Operations Total Revenue $ 39.2 $ 25.2 Operating Income 0.9 0.6 Total Assets 38.8 22.5 Intercompany Eliminations Revenue $ (6.8) $ (6.1) Operating Income - - Assets (23.7) (12.4) Consolidated Revenue $185.1 $166.9 Operating Income 5.0 7.3 Assets 186.5 147.8
Intercompany elimination of revenue relates to transfers at cost of inventory such as trailers and refrigeration units from the non-freight segment for use by the freight segment. -6- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS The table sets forth, as a percentage of freight revenue, certain major operating expenses for the three-and six- month periods ended June 30, 1999 and 1998.
Three Months Six Months Ended June 30, Ended June 30, ----------------------------- ---------------------- 1999 1998 1999 1998 -------------- ------------- ----------- --------- Salaries, wages and related 27.5% 27.0% 27.7% 26.9% expense Purchased transportation 22.0 21.6 22.1 21.9 Supplies and expenses 27.6 27.2 27.0 27.6 Revenue equipment rent 8.1 8.1 8.4 8.3 Depreciation 3.7 3.0 3.7 3.1 Claims and insurance 5.6 3.8 4.9 3.9 Other 3.1 3.8 3.5 3.8 ---- ---- ---- ---- Total freight operating expenses 97.6% 94.5% 97.3% 95.5% ==== ==== ==== ====
Second Quarter of 1999 vs. 1998 During the second quarter of 1999, revenue increased by 8.3% to $96,818,000 with freight revenue up $1.7 million or 2.2%. Non-freight revenue aggregated 18.6% and 13.7% of total revenue during the second three months of 1999 and 1998, respectively. Less-than-truckload (LTL) revenue was 4.1% lower and full- truckload revenue increased by 5.2% as compared to the same period of 1998. The increase in full-truckload revenue was due primarily to a 4.9% increase in average per-shipment revenue. During the 1999 second quarter, total LTL hundredweight declined by 6.3%, while revenue per LTL hundredweight improved by 2.3%. The 1999 increase in non-freight revenue was due to improvement in the market for refrigeration equipment and to the continued expansion of the company's non- freight subsidiary into new geographical and product market areas. The number of tractors in the fleet of company-operated, full-truckload equipment rose from approximately 1,235 at the beginning of 1999 to about 1,260 by the end of the second quarter. The number of full-truckload tractors provided by owner-operators had increased by 30 to approximately 460. -7- Full-truckload activities, which contributed 70.1% and 68.1%, respectively, of freight revenue during the second quarter of 1999 and 1998, 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, impacted the percent of freight revenue absorbed by the various categories of operating expenses between the two quarters. The proportion of full-truckload revenue generated by company-operated trucks during the second quarter of 1999 was 74.8%, as compared to 76.8% during the second quarter of 1998. Company- operated trucks generated 30.4% of total LTL revenue for the second quarter of 1999 as compared to 29.6% during the second quarter of 1998. During the second quarter of 1999, the percent of freight revenue absorbed by salaries, wages and related expense was 27.5%, as compared to 27.0% during the year-ago quarter, due primarily to the increased quantity of employee-driven, company-operated equipment. Purchased transportation expense as a percent of freight revenue also increased from 21.6% in the second quarter of 1998 to 1999's 22.0%. This was due primarily to the proportional increase in the quantity of truckload shipments transported by contractor-provided tractors. Per-gallon fuel costs paid by the company rose by 3.5% during the second quarter of 1999 as compared to 1998. Due to a variety of factors, fuel price volatility does not significantly impact the company's cost structure or profitability. Owner-operators are responsible for all costs associated with their equipment, including fuel. Therefore, the cost of such fuel is not a direct expense of the company. With regard to fuel expenses for company-operated equipment, the company attempts to mitigate the effect of fluctuating fuel costs by purchasing more fuel-efficient tractors and aggressively managing fuel purchasing. Also, certain rates charged by the company for its service are adjustable by reference to market fuel prices. Relatively high or low per-gallon market fuel prices can result in upward or downward adjustment of freight rates, further mitigating the impact of such volatility on the company's profits. The sum of revenue equipment rent and depreciation rose by 9.7% during 1999's second quarter to $9.3 million. This increase is the result of increases in the quantities of company-owned tractors and trailers. Claims and insurance expense rose from 3.8% of freight revenue during the second quarter of 1998, to 5.6% for 1999. The increase resulted from a variety of factors, including but not limited to an increase in the frequency of physical damage losses and the relative severity of incidents that involve liability for personal injury. Income from operations fell by 49.7% during the second quarter of 1999 as compared to 1998. Interest and other expense, net rose from $247,000 to $485,000 between the two quarters. Increased interest costs associated with borrowed funds and reduced interest income on invested funds were the principal factors affecting this net increase. Pre-tax income fell by 57.1% during the second quarter of 1999 as compared to 1998. The provision for income tax was 37% of pre-tax income for the second quarter of 1999, as compared to 37.6% for 1998. -8- First Six Months of 1999 vs. 1998 For the six months ended June 30,1999, revenue increased by 10.9%, but income from operations fell by 31%. Of the $18,148,000 increase in total revenue, revenue generated by the company-operated, full-truckload fleet increased by $2,881,000, and full-truckload revenue generated by owner-operator provided equipment rose by $3,300,000, or 13.7%. LTL revenue declined by $1,286,000, and non-freight revenue increased by $13,253,000. The increase in the percent of revenue absorbed by salaries, wages and related expenses relative to the percent of freight revenue absorbed by purchased transportation are related to the change in the mix of company-operated versus owner-operator-provided trucks in the company's fleet as outlined above in the discussion of second quarter results. During the first half of 1999, revenue equipment rent expense, which is primarily related to the company-operated, full-truckload fleet, as a percentage of freight revenue was 8.4%, as compared to 8.3% during 1998. Depreciation expense, which is related to the company's operating fleets as well as other types of property, between the six-month periods rose from 3.1% to 3.7% of freight revenue. Fluctuations in these expenses are affected by changes in the proportion of owned tractors and trailers versus those that are leased pursuant to long-term operating lease agreements. LIQUIDITY AND CAPITAL RESOURCES The company's primary needs for capital resources are to finance working capital, capital expenditures and, from time to time, acquisitions. Working capital investment typically increases during periods of sales expansion when higher levels of receivables, with regard to non-freight operations inventory are present. The company had long-term debt of $35.0 million as of June 30, 1999. Net of outstanding letters of credit in favor of insurance companies of $5 million, the unused portion of the company's $50,000,000 revolving credit facility was approximately $10 million. Net cash used in operating activities was $16.6 million and cash provided by operating activities was $771,000 for the six months ending June 30, 1999 and 1998, respectively. This change was primarily attributable to fluctuations in the components of working capital. Net capital expenditures were $14.8 million and $11.0 million for the six months ended June 30, 1999 and 1998, respectively. The company believes that its current cash position, funds from operations, and the availability of funds under its credit agreements will be sufficient to meet anticipated liquidity requirements for the next twelve months. At June 30, 1999, working capital was $63.1 million as compared to $39.4 million at December 31, 1998. During the first six months of 1999, working capital increased by $24 million, represented by increased investments in accounts receivable, inventories and other current assets. Increased accounts receivable resulted in part from temporary delays in the company's collection cycle. The slower collection cycle is believed to be a temporary outcome of the computer systems conversion accomplished during 1999's second quarter. The increased level of other current assets resulted primarily from recoverable expenditures related to the retirement of tractors that had been leased pursuant to operating leases. The higher level of inventories was related to the expansion of the company's non- freight operations and to such operations, seasonal purchases of product anticipated to be marketed during the summer months which constitute the non- freight operations' peak seasonal selling period. -9- YEAR 2000 The company is aware of the potential problems associated with existing information technology systems ("IT systems") as the millennium year (Year 2000) approaches. The company's exposure to such problems does not involve significant date-sensitive financial computations. Rather, problems may occur with regard to IT systems and the impact erroneous dates may have on core business operating activities such as the company's ability to process customer orders, track and manage equipment, and generate customer invoices. Disruptions in any such activity could have a significant negative impact on the company's ability to conduct its routine business operations. New systems have been installed based on more current technology, which address the issues associated with the millennium year. It is not practicable to isolate the portion of "new" system development costs, which are specifically associated with the Year 2000 ("Y2K") problem. Such development costs have, to date, been financed by internally generated funds. Incremental costs associated with the development effort have been capitalized by the company and will be amortized against post-conversion income. The company also uses a variety of assets that are operated by or reliant upon non-information technology systems ("non-IT systems"), such as equipment or refrigeration systems that contain embedded technology. Modification or replacement would be necessary for proper performance of any IT or non-IT system that is unable to properly interpret and process the Y2K. STATE OF READINESS. The company continues to evaluate the status of the company's systems for Y2K compliance. In addition, the company has verified the Y2K compliance of third parties with whom the company has a material relationship, such as customers, suppliers and service providers such as financial institutions. To date, no significant Y2K problems have been identified by these evaluations. The failure of any internal non-IT system to become timely compliant for Y2K is not expected to have a material effect on the business, operations or financial condition of the company. Nevertheless, the company will continue to take steps to modify or replace all non-IT systems that are not Y2K compliant during the 1999 calendar year. The cost of such conversions is not expected to be material. During the first half of 1999, the company's principal operating subsidiary converted from its non-Y2K compliant mainframe system, which had been in place for several years, to a newer technology which is believed to be substantially Y2K compliant. The new system is continually evaluated with respect to Y2K compliance. These evaluations are conducted by internal as well as external persons with requisite evaluation skills. To date, no significant Y2K problems have been identified by these evaluations. The new system is expected to improve and standardize company processes and apply technology to reduce operating costs. This system centers around modifications to software procured from third party systems vendors. The new IT system and related processes are also expected to enhance the Company's competitive position by improving customer service, pricing strategies and logistics management. The company has reviewed its telecommunications systems with its third party providers and has been assured that they are or will be Y2K compliant. The company is also assessing the requirements to make Y2K compliant all third party IT-system software used in desktop computers. These costs are not expected to be material to the company. COSTS TO ADDRESS YEAR 2000 ISSUES. As of June 30, 1999, the company has incurred $10 million for the cost of the system project. RISKS TO THE COMPANY FOR Y2K ISSUES. The most likely worst case scenario to the company associated with its Y2K compliance efforts would be the failure of third parties with whom the company has material business relationships to become Y2K compliant. It is not feasible at this time to predict the impact, if any, on the company's financial condition or results of operations as a result of this scenario. CONTINGENCY PLAN. Other subsidiaries and divisions of the company are in varying stages of Y2K readiness. Some are prepared while others are actively pursuing Y2K compliance. It is expected that all operations will be substantially compliant prior to the fourth quarter of 1999. Because procedures at these -10- operations are less complex, the company expects that non-compliance of information systems can be quickly resolved. OUTLOOK 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, the intent, belief or current expectations of the company, its directors or its officers, primarily with respect to the future operating performance of the company and other statements contained herein regarding matters that are not historical facts, are "forward-looking" statements (as such term is defined in the Private Securities Litigation Reform Act of 1995). Because such statements involve risks and uncertainties, actual results may differ materially from those expressed or implied from such forward- looking statements. These risks and uncertainties include demand for the company's services and products, and the company's abilities 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, equipment, fuel and supplies, the impact of changes in the tax and regulatory environment in which the company operates, operational risks and insurance, risks associated with the technologies and systems used by the company and the other risks and uncertainties described in the company's filings with the Securities and Exchange Commission. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK As of June 30, 1999, long-term debt stood at $35 million, which approximated fair market value. No short-term debt was present. Also, as of June 30, 1999, the company held no material market risk sensitive instruments (for trading as well as non-trading purposes) which would involve significant foreign currency exchange rate risk, commodity price risk or other relevant market risks, such as equity price risk. Accordingly, the potential loss to the company in future earnings, fair values or cash flows of market risk sensitive investments resulting from changes in interest rates, foreign currency exchange rates, commodity prices and other relevant market rates or prices is not significant. -11- PART II - OTHER INFORMATION Item 4. Submission of Matters to Vote of Security Holders The Annual Meeting of Shareholders of the company was held on April 22, 1999. At the meeting, the following persons were elected as directors of the company: Stoney M. Stubbs, Jr. T. Michael O'Connor W. Mike Baggett Edgar O. Weller Brian R. Blackmarr Charles G. Robertson Leroy Hallman F. Dixon McElwee, Jr. W. Grogan Lord The above listed individuals comprise all directors of the company. Also voted on at the meeting was a proposal to approve an amendment to the company's 1992 Incentive and Nonstatutory Stock Option Plan, as amended, increasing the total number of shares available for the grant of options from 2,006,944 to 2,306,944 shares (11,360,611 shares voted for and 800,588 shares votes against), the proposal to reapprove the FFE Transportation Services, Inc. 1994 Incentive Bonus Plan and the performance goals contained therein (11,926,312 shares voted for and 324,695 shares voted against) and a proposal to reapprove the FFE Transportation Services, Inc. 1999 Executive Bonus and Phantom Stock Plan and the performance goals contained therein (11,925,661 shares voted for and 313,522 shares voted against). Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 27.1 Financial Data Schedule (b) No reports on Form 8-K were filed during the quarter ended June 30, 1999. -12- SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of l934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. FROZEN FOOD EXPRESS INDUSTRIES, INC. ------------------------------------ (Registrant) August 12, 1999 By: /s/Stoney M. Stubbs, Jr. ------------------------ Stoney M. Stubbs, Jr. Chairman of the Board August 12, 1999 By: /s/F. Dixon McElwee, Jr. ------------------------ F. Dixon McElwee, Jr. Senior Vice President Principal Financial and Accounting Officer -13- EX-27 2 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS OF FROZEN FOOD EXPRESS INDUSTRIES, INC. AND SUBSIDIARIES AS OF JUNE 30, 1999, AND THE CONSOLIDATED STATEMENTS OF INCOME, CASH FLOWS AND STOCKHOLDERS' EQUITY FOR THE SIX MONTHS ENDED JUNE 30, 1999, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 6-MOS DEC-31-1999 JUN-30-1999 4,435 0 57,840 4,033 20,415 94,603 120,229 45,171 186,471 31,153 0 0 0 25,921 72,374 186,471 32,408 185,075 0 180,064 763 893 153 4,095 1,515 2,580 0 0 0 2,580 0.16 0.16
-----END PRIVACY-ENHANCED MESSAGE-----