-----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, M6AXB4OfVG1TjqfaOB9vEY0LVKXOHEGBxYnd6PxDZiF8oAMiIzL8Aez95CFf/6Nz f6DHJZahCndmQONKJb0EiA== 0001019687-04-001433.txt : 20040628 0001019687-04-001433.hdr.sgml : 20040628 20040628151224 ACCESSION NUMBER: 0001019687-04-001433 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20031231 FILED AS OF DATE: 20040628 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-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-10006 FILM NUMBER: 04884621 BUSINESS ADDRESS: STREET 1: 1145 EMPIRE CENTRAL PLACE CITY: DALLAS STATE: TX ZIP: 75247 BUSINESS PHONE: 2146308090 10-K/A 1 ffex_10ka1-123103.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1 (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, 2003 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: NAME OF EACH EXCHANGE TITLE OF EACH CLASS 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 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] Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-(2) of the Act. Yes [ ] No [X] As of June 25, 2004 17,425,598 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 as of June 30, 2003, the last day of the Registrant's most recently completed second quarter was $48,153,000. This amount is based on the closing sale price of the registrant's common stock as reported by the Nasdaq Stock Market on such date. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant's Proxy Statement for the 2004 Annual Meeting of Stockholders to be held on April 29, 2004, are incorporated by reference into Part III of this Form 10-K. EXPLANATORY NOTE: This Amendment No. 1 to the Annual Report on Form 10-K/A (this "Amendment") has been filed to include as an exhibit, in accordance with Rule 15d-21 under the Securities Exchange Act of 1934, the financial statements required by Form 11-K with respect to the Frozen Food Express Industries, Inc. 401 (k) Savings Plan and the related Consent of the Independent Registered Public Accounting Firm. Other than Item 15 and the signature page, no other changes are made by this Amendment and all other information included in the original filing is unchanged. In order to preserve that nature and character of the disclosures as originally filed, except as specifically discussed in this Amendment, no attempt has been made to modify or update such disclosures for events which occurred subsequent to the original filing. Accordingly, this Amendment and the Annual Report on Form 10-K which it amends should be read in conjunction with the Company's subsequent filings with the Commission. ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K. Item 15 of the Form 10-K is amended by adding as Exhibit 99.1 the information, financial statements and exhibits required to be filed on Form 11-K for the fiscal year ended December 31, 2003, with respect to the Frozen Food Express Industries, Inc. 401(k) Savings Plan (the "Savings Plan") pursuant to Securities and Exchange Commission Rule 15-d-21 promulgated under the Securities Exchange Act of 1934, as amended. Because the Savings Plan reported on herein is subject to the reporting requirements of the Employee Retirement Income Security Act of 1974 ("ERISA"), the financial statements and schedules included herein have been prepared in accordance with the requirements of ERISA. (a) FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES: (1) The financial statements listed in the index to financial statements set forth above in Item 8 are filed as part of this Annual Report on Form 10-K. (2) Financial statement schedules are omitted because the information required is included in the consolidated financial statements and the notes thereto. 3. EXHIBITS: 3.1 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 and incorporated herein by reference). 3.2 Bylaws of the Registrant (filed as Exhibit 3.2 of the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2003 and incorporated herein by reference). 4.2 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 #033-59465 as filed with the Commission and incorporated herein by reference). 10.2 Credit Agreement among 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 (filed as Exhibit 10.1 to Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 2002 and incorporated herein by reference). 10.2(a) First Amendment to the Credit Agreement between 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 (previously filed). 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). 10.3(a)* 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). 10.3(b) *Amendment No. 2 to Frozen Food Express Industries, Inc. 1992 Incentive and Nonstatutory Stock Option Plan (filed as Exhibit 4.5 to Registrant's Registration Statement #333-38133 and incorporated herein by reference). 10.3(c) *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). 10.4* 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 and incorporated herein by reference). 10.5* 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 and incorporated herein by reference). 10.6* Frozen Food Express Industries, Inc. 401(k) Savings Plan (filed as Exhibit 10.13 to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2001 and incorporated herein by reference). 1 10.6(a)* First Amendment to the Frozen Food Express Industries, Inc. 401(k) Savings Plan (filed as Exhibit 10.14 to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2001 and incorporated herein by reference). 10.7* Frozen Food Express Industries, Inc. Employee Stock Option Plan (filed as Exhibit 4.1 to Registrant's Registration Statement #333-21831 as filed with the Commission and incorporated herein by reference). 10.7(a)* 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). 10.8* 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). 10.8(a)* Amendment No. 1 to FFE Transportation Services, Inc. 401(K) Wrap Plan (previously filed). 10.9* 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). 10.10* Frozen Food Express Industries, Inc. 2002 Incentive and Nonstatutory Stock Option Plan (filed as Exhibit 10.5 to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2002). 11.1 Computation of basic and diluted net income or loss per share of common stock (previously filed). 14.1 Frozen Food Express Industries, Inc. Code of Business Conduct and Ethics (filed as Exhibit 14.1 to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2003 and incorporated herein by reference). 21.1 Subsidiaries of Frozen Food Express Industries, Inc. (previously filed). 23.1 Consent of Independent Registered Public Accounting Firm (previously filed). 23.2 Consent of Independent Registered Public Public Accounting Firm (filed herewith). 31.1 Certification of Chief Executive Officer Required by Rule 13a-14(a)(17 CFR 240.13a-14(a)) (filed herewith). 31.2 Certification of Chief Financial Officer Required by Rule 13a-14(a)(17 CFR 240.13a-14(a)) (filed herewith). 32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(filed herewith). 32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith). 99.1 Frozen Food Express Industries, Inc. 401 (K) Savings Plan Statements of Net Assets Available for Plan Benefits as of December 31, 2003 and 2002 and Statements of Changes in Net Assets Available for Plan Benefits for each of the three years in the period ended December 31, 2003 with Report of Independent Registered Public Accounting Firm thereon (filed herewith). * Executive compensation plans and arrangements required to be filed as an exhibit on this Form 10-K. (b) REPORTS ON FORM 8-K: On October 30, 2003, we filed a current report on Form 8-K setting forth our results of operations for the 3 and 9 month periods ended September 30, 2003 as compared to the same periods of 2002. On November 14, 2003, we filed a current report on Form 8-K announcing and describing a change in the management of our non-freight operations. 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 our behalf by the undersigned, thereunto duly authorized. FROZEN FOOD EXPRESS INDUSTRIES, INC. Date: June 28, 2004 /s/ Stoney M. Stubbs, Jr. ----------------- -------------------------------------------- Stoney M. Stubbs, Jr., Chairman of the Board of Directors and President (Principal Executive Officer) Date: June 28, 2004 /s/ F. Dixon McElwee, Jr. ----------------- -------------------------------------------- F. Dixon McElwee, Jr. Senior Vice President and Chief Financial Officer (Principal Financial and Accounting 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. 2 FROZEN FOOD EXPRESS INDUSTRIES, INC. Date: June 28, 2004 /s/ Stoney M. Stubbs, Jr. --------------- ----------------------------------------------- Stoney M. Stubbs, Jr., Chairman of the Board of Directors and President (Principal Executive Officer) Date: June 28, 2004 /s/ F. Dixon McElwee, Jr. --------------- ----------------------------------------------- F. Dixon McElwee, Jr., Senior Vice President and Director (Principal Financial and Accounting Officer) Date: June 28, 2004 /s/ Charles G. Robertson --------------- ----------------------------------------------- Charles G. Robertson Executive Vice President and Director Date: June 28, 2004 /s/ Jerry T. Armstrong --------------- ----------------------------------------------- Jerry T. Armstrong, Director Date: June 28, 2004 /s/ W. Mike Baggett --------------- ----------------------------------------------- W. Mike Baggett, Director Date: June 28, 2004 /s/ Brian R. Blackmarr --------------- ----------------------------------------------- Brian R. Blackmarr, Director Date: June 28, 2004 /s/ Leroy Hallman --------------- ----------------------------------------------- Leroy Hallman, Director Date: June 28, 2004 /s/ T. Michael O'Connor --------------- ----------------------------------------------- T. Michael O'Connor, Director 3 EXHIBIT INDEX -------------
Sequentially Exhibit Description Numbered Page - ------- ----------- ------------- 23.2 Consent of Independent Registered Public Accounting Firm 5 31.1 Certification of Chief Executive Officer Required by Rule 13a-14(a)(17 CFR 240.13a-14(a)) 6 31.2 Certification of Chief Financial Officer Required by Rule 13a-14(a)(17 CFR 240.13a-14(a)) 7 32.1 Certification of Chief Executive Office Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 8 32.2 Certification of Chief Financial Office Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 9 99.1 Frozen Food Express Industries, Inc. 401(k) Savings Plan Statements of Net Assets Available for Plan Benefits as of December 31, 2003 and 2002 and Statements of Changes in Net Assets Available for Plan Benefits for each of the three years in the period ended December 31, 2003 with Report of Independent Registered Public Accounting Firm thereon. 10-21
4 EX-23.2 2 ffex_10kex23-2.txt EXHIBIT 23.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-56204) pertaining to the Frozen Food Express Industries, Inc. 401(k) Savings Plan (the "Savings Plan") and in the related Prospectus of our reports dated June 25, 2004, with respect to the financial statements of the Savings Plan which are included in this Amendment No. 1 to the Annual Report (Form 10-K) of Frozen Food Express Industries, Inc. for the year ended December 31, 2003. /s/ Waters, Wright & Associates LLP - ----------------------------------- Waters, Wright & Associates, LLP Mansfield, Texas June 25, 2004 5 EX-31.1 3 ffex_10kex31-1.txt EXHIBIT 31.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER REQUIRED BY RULE 13a-14(a) (17 CFR 240.13a-14(a)) I, Stoney M. Stubbs, Jr., certify that: 1. I have reviewed this annual report on Form 10-K of Frozen Food Express Industries, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: June 28, 2004 /s/ Stoney M. Stubbs, Jr. - ------------------------- Stoney M. Stubbs, Jr. Chairman of the Board and Chief Executive Officer See also the certification pursuant to Section 906 of the Sarbanes Oxley Act of 2002, which is filed as Exhibit 32.1 with this report. 6 EX-31.2 4 ffex_10kex31-2.txt EXHIBIT 31.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER REQUIRED BY RULE 13a-14(a) (17 CFR 240.13a-14(a)) I, F. Dixon McElwee, Jr., certify that: 1. I have reviewed this annual report on Form 10-K of Frozen Food Express Industries, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: June 28, 2004 /s/ F. Dixon McElwee, Jr. - ------------------------- F. Dixon McElwee, Jr. Senior Vice President, Principal Financial Officer and Accounting Officer See also the certification pursuant to Section 906 of the Sarbanes Oxley Act of 2002, which is filed as Exhibit 32.2 with this report. 7 EX-32.1 5 ffex_10kex32-1.txt EXHIBIT 32.1 Frozen Food Express Industries, Inc. Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 I, Stoney M. Stubbs, Jr., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report of Frozen Food Express Industries, Inc. on Form 10-K for the fiscal year ended December 31, 2003 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10-K fairly presents in all material respects the financial condition and results of operations of Frozen Food Express Industries, Inc. A signed original of this written statement required by Section 906 has been provided to Frozen Food Express Industries, Inc. and will be retained by Frozen Food Express Industries, Inc. and furnished to the Securities and Exchange Commission or its staff upon request. June 25, 2004 /s/ Stoney M. Stubbs, Jr. -------------------------- Stoney M. Stubbs, Jr. Chief Executive Officer 8 EX-32.2 6 ffex_10kex32-2.txt EXHIBIT 32.2 Frozen Food Express Industries, Inc. Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 I, F. Dixon McElwee, Jr., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report of Frozen Food Express Industries, Inc. on Form 10-K for the fiscal year ended December 31, 2003 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10-K fairly presents in all material respects the financial condition and results of operations of Frozen Food Express Industries, Inc. A signed original of this written statement required by Section 906 has been provided to Frozen Food Express Industries, Inc. and will be retained by Frozen Food Express Industries, Inc. and furnished to the Securities and Exchange Commission or its staff upon request. June 25, 2004 /s/ F. Dixon McElwee, Jr. ------------------------- F. Dixon McElwee, Jr. Chief Financial Officer 9 EX-99.1 7 ffex_10kex99-1.txt EXHIBIT 99.1 FROZEN FOOD EXPRESS INDUSTRIES, INC. 401(k) SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS December 31, 2003 and 2002 2003 2002 ------------ ------------ Investments $32,054,610 $16,325,132 Participant notes receivable 1,489,667 1,318,015 Employer contributions receivable 51,014 58,232 Employee contributions receivable 135,609 146,816 Other 21,515 -- ------------ ------------ Total investments 33,752,415 17,848,195 ------------ ------------ Less: Benefits payable 3,557,532 1,691,987 Other 17,651 -- ------------ ------------ 3,575,183 1,691,987 ------------ ------------ Net assets available for plan benefits $30,177,232 $16,156,208 ============ ============ See accompanying notes and report of independent registered public accounting firm. 10 FROZEN FOOD EXPRESS INDUSTRIES, INC. 401(k) SAVINGS PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS Years Ended December 31, 2003, 2002 and 2001 2003 2002 2001 ------------- ------------- ------------- Investment income: Dividend income $ 44,063 $ 67,851 $ 94,463 Interest income 164,106 187,686 219,148 ------------- ------------- ------------- 208,169 255,537 313,611 ------------- ------------- ------------- Administration expense (67,908) (189,212) (158,408) Realized gain (loss) 1,022,083 (1,440,830) (1,450,177) Net unrealized appreciation in market value of investments 14,554,076 2,630,175 1,519,821 Employee contributions 1,966,932 1,759,504 2,159,034 Employer contributions 492,169 581,903 991,054 ------------- ------------- ------------- 17,967,352 3,341,540 3,061,324 Decrease in fair market value of plan benefits payable to participants (4,154,497) (2,555,376) (1,547,380) ------------- ------------- ------------- Net increase 14,021,024 1,041,701 1,827,555 Assets transferred to the Savings Plan of W&B -- (690,383) -- Net assets available for plan benefits at beginning of year 16,156,208 15,804,890 13,977,335 ------------- ------------- ------------- Net assets available for plan benefits at end of year $ 30,177,232 $ 16,156,208 $ 15,804,890 ============= ============= ============= See accompanying notes and report of independent registered public accounting firm. 11 FROZEN FOOD EXPRESS INDUSTRIES, INC. 401(k) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS December 31, 2003 1. Description of the Savings Plan ------------------------------- The Frozen Food Express Industries, Inc. 401(k) Savings Plan (the "Savings Plan") is a defined contribution plan covering substantially all employees of Frozen Food Express Industries, Inc. ("FFEX") and its wholly-owned subsidiaries (the "Employer"). The Savings Plan is designed to comply with the Employee Retirement Income Security Act of 1974 ("ERISA") and to allow employees the option of investing in common stock of the Employer or in other investment funds designated by the Savings Plan committee. Participants should refer to the Savings Plan agreement for a more complete description of the Savings Plan's provisions. Contributions - Participants may elect to contribute to the Savings Plan through periodic payroll deductions, subject to limits defined by the Savings Plan. Employee contributions, excluding rollovers, amounted to $1,634,013, $1,665,054, and $2,126,687, in 2003, 2002, and 2001, respectively. In addition, Employer cash contributions to the Savings Plan amounted to 0, $1,084, and $928,615 in 2003, 2002 and 2001, respectively. During 2003, 2002, and 2001, 133,674, 243,028 and 29,059 shares, respectively of FFEX stock, valued at $492,169, $580,819 and $62,439, respectively were contributed to the Savings Plan. Eligibility - An Employee who completes 90 days of employment with an Employer may enter the Savings Plan on the first business day of the month thereafter. Participants' accounts - Each Participant account is credited with the Participant's contributions and an allocation of (a) the Employer's contributions, and (b) plan earnings. Allocations of plan earnings are based on Participants' account balances, allocation of Employers' contributions are based on Participants' quarterly contributions, and allocations of forfeitures are based on the participants' annual compensation. Participant Notes Receivable - Participants may borrow from their fund accounts an amount not to exceed the lesser of $50,000 or 50% of the Participant's vested account balance. Loan transactions are treated as a transfer to (from) the investment fund and from (to) Participant Notes Receivable. Loan terms range from one to five years or up to ten years for the purchase of a primary residence. The loans are secured by the balance in the participant's account and bear interest at a reasonable rate as determined by the Savings Committee. The interest rates charged for loans made in 2003 and 2002 ranged from 5.00% to 5.75%, respectively. Principal and interest payments are due in substantially level amortized payments payable not less than quarterly through payroll deductions. Vesting - Upon termination of employment, participants are entitled to receive 100% of their contributions and any earnings thereon. Participants' benefits from Employer contributions begin to vest subsequent to completion 12 of three years of credited service and vest 100% at completion of seven years of credited service as defined by the Savings Plan. Investment options - During each of the three years ending December 31, 2003, Participants could direct employee contributions in any of ten investment options, as follows: o Stable Value Fund - The fund invests in assets whose principal value remains stable regardless of stock and bond market fluctuations. The Savings Plan committee has selected the ABN AMRO Income Plus Fund as the investment vehicle for this fund. o Intermediate Bond Fund - The fund invests in fixed-income securities including corporate bonds, U.S. government securities, mortgage- related securities, and money-market instruments. The Savings Plan committee has selected the PIMCO Total Return Institutional Fund as the investment vehicle for this fund. o Mixed Investment Fund - The fund may invest a large portion of its assets in common stock and convertible securities. Prospective dividends and earnings are major considerations in these purchases. The Savings Plan committee has selected the ABN AMRO Balanced Class N Fund as the investment vehicle for this fund. o Stock Index Fund - The fund attempts to replicate the aggregate return and risk of the Standard & Poor's 500 index. The fund will purchase all, or a representative sample of all the stocks held in the S&P 500 index. The Savings Plan committee has selected the ABN AMRO S&P 500 Index Fund as the investment vehicle for this fund. o Large Cap Growth Stock Fund - The fund seeks capital appreciation by investing primarily in securities that are expected to grow at an above- average rate. The Savings Plan committee has selected the ABN AMRO Growth Class N Fund as the investment vehicles for this fund. o Large Cap Value Stock Fund - The fund seeks capital by investing in large companies that are currently considered undervalued or demonstrate growth in earnings and revenue. The Savings Plan Committee has selected the Van Kampen Growth and Income Fund as the investment vehicle for this fund. o Small Cap Growth Stock Fund - The fund invests primarily in common stocks and favors securities of companies expected to benefit from special favors or trends. The Savings Plan committee has selected the ABN AMRO/Veredus Aggressive Growth Fund as the investment vehicle for this fund. o Small Cap Value Stock Fund - The fund seeks capital growth by investing in small-sized companies that are currently considered undervalued or demonstrate growth in earnings and revenue. The Savings Plan committee has selected the Royce Low Priced Stock Fund as the investment vehicle for this fund. o International Stock Fund - The fund invests primarily in stocks and debt securities of companies and governments outside the United 13 States. The Savings Plan committee has selected the Julius Baer International Equity Fund as the investment vehicle for this fund. o Frozen Food Express Industries, Inc. Unitized Stock Fund - Funds that are invested in the common stock of FFEX and a very modest amount of cash and cash equivalents. Administration - The Savings Plan is administered by a committee appointed by the Board of Directors of FFEX. Administrative expenses not paid by FFEX are paid by the Savings Plan. Termination of the Plan - While no Employer has not expressed any intent to discontinue its contributions, Employers are free to discontinue contributions and FFEX may terminate the Savings Plan at any time. If terminated, net assets of the Savings Plan would be distributed to Participants and beneficiaries as prescribed by the terms of the Savings Plan, in accordance with ERISA. Upon termination of the Savings Plan, Participants' accounts become 100% vested. Tax status - The United States Treasury Department has advised that the Savings Plan constitutes a qualified trust under Section 401(a) of the Internal Revenue Code (the "Code") and is therefore exempt from federal income tax under provisions of Section 501(a) of the Code. The plan has been amended since receiving the determination letter to conform with recent changes in the tax code. The plan administrator and the plan's tax counsel believe that the plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Participant contributions, Employer contributions, and earnings from the Savings Plan are not includable in the Participant's taxable income until such amounts are distributed to the Participant or to the Participant's beneficiary. Forfeited accounts - At December 31, 2003, forfeited nonvested accounts totaled $42,391. These accounts will be used to reduce Employer expenses. During 2003, Employer contributions were reduced by $24,721 from forfeited nonvested accounts. 2. Summary of significant accounting policies ------------------------------------------ Basis of accounting - The financial statements of the Savings Plan are under the accrual method of accounting. Accounting estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Savings Plan committee to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported period. Actual outcomes may vary from these estimates. Valuation of investments - Investments are valued based on the quoted market price on the last day of the year. The change in the difference between current market value and cost of the investment is reflected in the statement of changes in net assets available for plan benefits by investment fund as net unrealized appreciation or depreciation in market value of investments. 14 3. The following presents net assets of investments at December 31, 2003 and ------------------------------------------------------------------------- 2002: ----- 2003 2002 ------------ ------------ Frozen Food Express Industries, Inc. Unitized Stock Fund, 1,782,014 shares $20,066,918 ABN AMRO Income Plus Fund, 247,511 shares 1,467,784 PIMCO Total Return Institutional Fund, 147,519 and 113,406 shares, respectively 1,449,494 $ 1,152,218 ABN AMRO Balanced Class N Fund, 152,386 shares 1,507,990 ABN AMRO S&P 500 Index Fund, 196,075 shares 799,912 ABN AMRO Growth Class N Fund, 47,848 shares 910,520 Van Kampen Growth & Income Fund, 56,896 shares 894,899 Julius Baer International Equity Fund, 25,919 shares 481,738 ABN AMRO/Veredus Aggressive Growth Fund, 57,052 shares 810,623 Royce Low Price Stock Fund, 27,323 shares 297,687 Frozen Food Express Industries, Inc. Common Stock, 3,794,603 shares 8,690,769 Scudder International Equity Fund, 14,090 shares 213,859 Baron Asset Fund, 11,780 shares 390,337 Dreyfus Appreciation Fund, 18,615 shares 551,187 Schwab S&P 500 Index Fund, 45,462 shares 590,422 MFS Massachusetts Investment Trust Fund- Class A, 64,448 shares 778,211 Janus Balanced Fund, 76,987 shares 1,303,684 Invesco Technology II, 2,847 shares 48,932 Managers Special Equity Fund, 2,945 shares 162,090 Schwab Institutional Advantage Money Fund, 956,484 shares 956,484 ------------ ------------ $28,687,565 $14,838,193 ============ ============ * Nonparticipant-directed shares at December 31, 2003 and 2002 respectively were 1,233,046 and 1,783,689 with net asset value of $8,187,425 and $4,632,242. During 2003, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $13,849,372 as follows: Mutual Funds $11,566,636 Common Stock 2,282,736 ------------ $13,849,372 ============ 15 4. Income Tax Status ----------------- The Savings Plan obtained its latest determination letter on August 29, 1996, in which the Internal Revenue Service stated that the plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. The Savings Plan has been amended since receiving the determination letter. However, the Savings Plan administrator and the tax counsel believe that the Savings Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes has been reflected in the Savings Plan's financial statements. 5. Plan Amendment -------------- During the year, the plan was amended to conform with certain changes in the tax code as a result of the Economic Growth and Tax Relief Reconciliation Act of 2001. Changes to the plan included catch-up provisions, new vesting schedule, increases in salary deferral limits and other related items. 6. Divestiture ----------- In May 2002, approximately $690,000 was transferred to the Savings Plan of one of the Sponsor's former subsidiaries and is reflected on the Statement of Changes in Net Assets. 16 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ------------------------------------------------------- The Administrative Committee of the Frozen Food Express Industries, Inc. 401(k) Savings Plan; We have audited the accompanying statements of net assets available for plan benefits of the Frozen Food Express Industries, Inc. 401(k) Savings Plan (the "Plan") as of December 31, 2003 and 2002, and the related statements of changes in net assets available for plan benefits for each of the three years in the period ended December 31, 2003. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our 2002 audit in accordance with generally accepted accounting standards in the United States. We conducted our 2003 audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Plan as of December 31,2003 and 2002, and the changes in net assets available for plan benefits in each of the three years in the period ended December 31, 2003 in conformity with accounting principles generally accepted in the United States of America. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules on pages 19, 20, and 21 are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules on pages 19, 20 and 21 have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the foregoing basic financial statements taken as a whole. /s/ Waters, Wright & Associates, LLP - ------------------------------------ Mansfield, Texas June 25, 2004 17 SUPPLEMENTAL SCHEDULES 18 FROZEN FOOD EXPRESS INDUSTRIES, INC. 401(k) SAVINGS PLAN PLAN 001 EIN 75-1031831 SCHEDULE H, LINE 4i-SCHEDULE OF ASSETS (HELD AT END OF YEAR) December 31, 2003 (a) (b) (c) (d) Description of Current Identity of Issue Investment Cost Value - ------------------------ --------------------- ------------ ------------ Cash United States Dollars $ 13,162 $ 13,162 * Frozen Food Express Industries, Inc. Unitized Stock Fund 1,782,014 shares 10,317,874 22,613,208 ABN AMRO Income Plus Fund 247,511 shares 1,312,467 1,354,815 PIMCO Total Return Institutional Fund 147,519 shares 1,582,130 1,579,928 ABN AMRO Balanced Class N Fund 152,386 shares 1,562,228 1,731,104 ABN AMRO S&P 500 Index Fund 196,075 shares 726,099 879,590 ABN AMRO Growth Class N Fund 47,848 shares 900,154 1,051,210 VAN Kampen Growth And Income Fund 56,896 shares 859,352 1,026,411 ABN AMRO/Veredus Aggressive Growth Fund 57,052 shares 689,508 887,731 Royce Low Priced Stock Fund 27,323 shares 314,892 381,971 Julius Baer International Equity Fund 25,919 shares 443,537 535,480 ------------ ------------ $18,721,403 $32,054,610 ============ ============ Participants' notes Interest bearing notes at receivable 5.00%-5.75% N/A $ 1,489,667 * Party-in-interest to the plan. 19 FROZEN FOOD EXPRESS INDUSTRIES, INC. 401(k) SAVINGS PLAN PLAN 001 EIN 75-1031831 SCHEDULE H, LINE 4i-SCHEDULE OF ASSETS (ACQUIRED AND DISPOSED OF WITHIN YEAR) December 31, 2003 (a) (b) (c) (d) Description of Identity of Issue Investment Cost Proceeds - ------------------------ --------------------- ------------ ------------ Frozen Food Express Industries, Inc. Common Stock * 2,173 Shares $ 7,891 $ 5,592 Frozen Food Express Industries, Inc. Unitized Stock Fund *588,941 shares $ 3,096,625 $ 5,243,622 * These are total shares sold within the plan year, not necessarily just those shares acquired and disposed within the plan year. All other investment assets that were both acquired and disposed of during the plan year were interests issued by a company register ed under the Investment Company Act of 1940. Therefore, these transactions are excluded from this schedule in accordance with the Specific Instructions for Form 5500. 20 FROZEN FOOD EXPRESS INDUSTRIES, INC. 401(k) SAVINGS PLAN PLAN 001 EIN 75-1031831 SCHEDULE H, LINE 4j-SCHEDULE OF REPORTABLE TRANSACTIONS December 31, 2003 Purchases --------------------------------- (a) (b) (g) (h) Identity of Shares/ Market Net Gain Party Involved Description Units Cost Value or (Loss) - -------------- ----------- ------- ---- -------- ---------- Frozen Food Express Industries, Inc. * Unitized Stock 2,370,954 $13,414,499 $30,086,677 $16,672,178 ABN AMRO Stable Value 380,889 2,025,673 2,084,893 59,220 ABN AMRO Intermediate Bond 210,269 2,257,603 2,251,986 (5,617) ABN AMRO Balanced 193,716 1,984,997 2,200,618 215,621 ABN AMRO Stock Index 247,615 916,239 1,110,801 194,562 ABN AMRO Large-cap Growth 68,032 1,278,142 1,494,663 216,521 Van Kampen Large-cap Value 71,059 1,071,702 1,281,898 210,196 ABN AMRO Small-cap Growth 88,050 1,054,456 1,370,056 315,600 Royce Small-cap Value 35,749 408,834 499,768 90,934 Julius Baer International Stock 32,378 550,877 668,932 118,055 * Party in interest to the Plan 21 -----END PRIVACY-ENHANCED MESSAGE-----