FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For Quarter Ended September 23, 1995 Commission file number 1-2936 SCHWERMAN TRUCKING CO. (Exact name of registrant as specified in its charter) Wisconsin 39-0767397 ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) P. O. Box 1601, 611 South 28 Street, Milwaukee, WI 53201 ---------------------------------------------------------------- (Address of principal executive offices) (Zip Code) 414/671-1600 --------------------------------------------------- (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) 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 the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Outstanding at Class October 31, 1995 ----- ---------------- Common, $1 par value 422,089 SCHWERMAN TRUCKING CO. AND SUBSIDIARIES INDEX Page No. PART I. Financial Information: Consolidated Condensed Balance Sheet at September 23, 1995 and March 25, 1995 3 Consolidated Condensed Statements of Income for the three months and six months ended September 23, 1995 and September 24, 1994 4 Consolidated Condensed Statements of Cash Flows for the six months ended September 23, 1995 and September 24, 1994 5 Notes to Consolidated Condensed Financial Statements 6 Management's Discussion and Analysis of Financial Condition and Results of Operations 7 PART II. Other Information 8 SCHWERMAN TRUCKING CO. AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS SEPTEMBER 23, MARCH 25, ASSETS 1995 1995 ------------- --------- (Unaudited) Current Assets: Cash and cash equivalents $ 271,436 $ 87,702 Accounts receivable (less allowances of $40,000) 5,480,259 4,133,229 Other accounts and notes receivable 1,109,744 1,262,769 Operating supplies and parts 1,098,032 1,042,136 Tires in service 830,173 745,540 Prepaid expenses 524,283 615,367 Other current assets 211,719 218,319 ---------- ---------- 9,525,646 8,105,062 ---------- ---------- Property, plant and equipment at cost 54,052,409 48,899,216 Less accumulated depreciation and amortization (33,334,679) (31,839,996) ---------- ---------- 20,717,730 17,059,220 ---------- ---------- Receivable from parent and affiliates 1,363,876 1,248,363 Other non-current assets 1,331,036 1,145,008 ----------- ----------- $32,938,288 $27,557,653 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Current portion of long-term debt $ 3,092,831 $ 2,226,147 Accounts payable 2,182,317 2,291,342 Accrued liabilities 3,652,714 3,499,759 Income taxes payable 397,108 84,128 Deferred income taxes - current 367,659 367,659 ---------- ---------- 9,692,629 8,469,035 ---------- ---------- Long-term debt 11,904,510 9,485,233 Deferred income taxes 1,582,596 1,174,596 Other non-current liabilities 1,139,457 1,089,518 Stockholders' Equity Preferred stock 1,497,470 1,497,470 Common stock 422,089 422,089 Additional paid-in capital 232,792 232,792 Retained earnings 6,466,745 5,186,920 ----------- ----------- 8,619,096 7,339,271 ----------- ----------- $32,938,288 $27,557,653 =========== =========== <FN> The accompanying notes are an integral part of the condensed consolidated financial statements. SCHWERMAN TRUCKING CO. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED) --Three Months Ended-- --Six Months Ended--- Sept. 23, Sept. 24, Sept. 25, Sept. 24, 1995 1994 1995 1994 ---------- --------- --------- --------- Revenues Operating revenues $15,840,452 $16,191,475 $31,135,879 $31,680,391 Equipment & other rentals 205,987 238,972 422,788 408,597 Other 583,836 614,259 1,173,867 1,211,934 ---------- ---------- ---------- ---------- 16,630,275 17,044,706 32,732,534 33,300,922 ---------- ---------- ---------- ---------- Operating Expenses Salaries, wages & fringe benefits 7,391,259 7,231,477 14,588,069 14,118,472 Fuel and fuel taxes 1,519,527 1,567,597 3,075,600 3,112,719 Parts, repairs and tires 1,013,604 985,345 1,967,288 1,937,545 Insurance and workers' compensation 1,051,844 1,261,586 2,172,961 2,541,524 Depreciation and amort. 913,969 798,103 1,802,889 1,557,173 Purchased transportation 1,400,614 1,478,322 2,739,820 3,040,454 Rent expense 286,667 352,891 589,261 731,451 Other operating expenses 1,474,420 1,460,091 3,000,418 2,901,374 (Gain) loss on disposal of property, plant and equipment, net (3,150) (194,025) (26,752) (339,573) ---------- ---------- ---------- ---------- 15,048,754 14,941,387 29,909,554 29,601,139 ---------- ---------- ---------- ---------- Operating income 1,581,521 2,103,319 2,822,980 3,699,783 Interest expense, net 317,010 274,479 674,743 568,603 ---------- --------- --------- --------- Income before income taxes & extraordinary item 1,264,511 1,828,840 2,148,237 3,131,180 Federal & state income taxes 480,000 731,000 816,000 1,252,000 ---------- --------- --------- --------- Inc before Xtraordinary item 784,511 1,097,840 1,332,237 1,879,180 Extraordinary item-write off of operating rights, net -- 367,034 -- 367,034 ---------- --------- --------- --------- Net Income 784,511 730,806 1,332,237 1,512,146 Dividends on preferred shrs (26,206) (26,206) (52,412) (52,412) ----------- ----------- ----------- ---------- Net income applicable common shares $ 758,305 $ 704,600 $ 1,279,825 $1,459,734 =========== =========== =========== ========== Weighted Average Number of Common Shares Outstanding 422,089 422,089 422,089 422,089 =========== =========== =========== ========== Net Income Per Common Share $ 1.79 $ 1.67 $ 3.03 $ 3.46 =========== =========== =========== ========== <FN> The accompanying notes are an integral part of the condensed consolidated financial statements. SCHWERMAN TRUCKING CO. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) --Six Months Ended--- Sept. 23, Sept. 24, --------- --------- 1995 1994 Cash flows from operating activities: Net income (loss) $ 1,332,237 $ 1,512,146 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 1,802,889 2,169,207 Provision for deferred income taxes 408,000 626,000 (Gain) loss on disposal of property, plant and equipment (26,752) (339,573) Change in assets and liabilities: Accounts and notes receivable (1,194,005) (1,780,924) Operating supplies and parts (55,896) (87,716) Tires in service, prepaid expenses and other current assets 13,051 53,367 Receivable from parent and affiliates (115,513) (350,626) Other noncurrent assets (186,028) 46,091 Accounts payable (109,025) 21,817 Accrued liabilities 152,955 603,396 Income taxes payable 312,980 (92,609) Other noncurrent liabilities 49,939 (5,200) --------- --------- Net cash provided by (used in) operating activities 2,384,832 2,375,376 --------- --------- Cash flows from investing activities: Proceeds from sale of property, plant and equipment 65,120 458,021 Payments for property, plant and equipment (1,896,948) (528,719) --------- --------- Net cash provided by (used in) investing activities (1,831,828) (70,698) --------- -------- Cash flows from financing activities: Proceeds from long-term debt 1,676,544 788,000 Payments of long-term debt (1,993,402) (2,517,632) Redemption of preferred stock -- (12,477) Preferred stock dividends (52,412) (393,087) --------- --------- (369,270) (2,135,196) --------- --------- Increase in cash and cash equivalents 183,734 169,482 Cash and cash equivalents: Beginning of year 87,702 92,151 ----------- ----------- End of quarter $ 271,436 $ 261,633 =========== =========== Cash paid during the year for: Interest $ 649,818 $ 563,568 Income taxes $ 95,020 $ 473,609 <FN> The accompanying notes are an integral part of the condensed consolidated financial statements. SCHWERMAN TRUCKING CO. AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS 1. CONDENSED FINANCIAL STATEMENTS In the opinion of management, the accompanying unaudited consolidated condensed financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the consolidated financial position of Schwerman Trucking Co. and Subsidiaries as of September 23, 1995 and March 25, 1995, and the consolidated results of operations for the three months and six months ended September 23, 1995 and September 24, 1994 and changes in financial position for the six months then ended. The results of operations for the three months and six months ended September 23, 1995 and September 24, 1994 are not necessarily indicative of the results to be expected for a full year. Certain information and financial statement disclosures normally included in financial statements prepared in accordance with Generally Accepted Accounting Principles have been condensed or omitted pursuant to S.E.C. rules and regulations. The Company believes that the disclosures made are adequate to make the information not misleading. These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's Form 10- K for the year ended March 25, 1995. 2. STATEMENT OF CASH FLOW The Company had non-cash property, plant and equipment additions totaling $3,602,819 and $5,482,546 for the six months ended September 23, 1995 and September 24, 1994, respectively, which were financed through capital leases and equipment obligations. Management's Discussion and Analysis of Financial Condition and Results of Operations RESULTS OF OPERATIONS Revenues for the three months ended September 23, 1995 were approximately $414,000 or 2.4% lower than the comparable three-month period of 1994. Revenues for the six months ended September 23, 1995 decreased approximately $568,000 or 1.7% compared to the same period of 1994. The decrease in revenue is due to a decrease in the number of loads hauled and the number of miles traveled for the quarter and year to date. There has been a general weakness in the markets served by the Company's customers, especially in the construction industry. The Company's customers are shippers or consignees of dry and liquid commodities. During fiscal 1995, 65% of the Company's shipments were dry cement and, consequently, the Company's business is very seasonal. Dry and liquid chemicals, fertilizers and food products account for a large portion of the remaining commodities. Operating expenses increased by approximately $107,000 or .7% in the current quarter and increased by $308,000 or 1.0% for the six months ended year to date compared to the same periods of 1994. The change in operating expenses is result of: (1) the decrease in volume; (2) the increase in depreciation expense as a result of acquiring new tractors and trailers and (3) a $3,000 loss in the current quarter on disposal of property, plant and equipment versus a $194,000 gain in the comparable quarter of 1994. In addition, the reduction in the number of loads hauled by owner operators in the current year resulted in a decrease in purchased transportation expense and an increase in salaries, wages, and fringe benefits expense, in that most of these loads were in turn hauled by Company drivers. FINANCIAL CONDITION Total notes payable and long-term debt was $14,997,000 and $11,711,000 at September 23, 1995 and March 25, 1995, respectively. The $3,286,000 net increase in debt is primarily the result of $4,364,000 in new obligations to finance the equipment additions less the reduction resulting from making the scheduled debt payments. CASH FLOWS The Company had a net increase in cash of $184,000 for the six months ended September 23, 1995 versus a $169,000 net increase for the six months ended September 24, 1994. The Company has paid $52,000 in preferred stock dividends for the six months ended September 23, 1995, representing the required dividends for two quarters. PART II - OTHER INFORMATION Item 3. Defaults Upon Senior Securities None Item 6. Exhibits and Reports on Form 8-K (a) Exhibits - Exhibit 27. Financial Data Schedule (b) Reports on Form 8-K - None Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SCHWERMAN TRUCKING CO. (Registrant) November 2, 1995 BY: Jack F. Schwerman Date Jack F. Schwerman Chairman of the Board, President and Treasurer