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 December 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 January 31, 1996 ----- ---------------- Common, $1 par value 422,089 SCHWERMAN TRUCKING CO. AND SUBSIDIARIES INDEX Page No. PART I. Financial Information: Consolidated Condensed Balance Sheet at December 23, 1995 and March 25, 1995 3 Consolidated Condensed Statements of Income for the three months and nine months ended December 23, 1995 and December 24, 1994 4 Consolidated Condensed Statements of Cash Flows for the nine months ended December 23, 1995 and December 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 DECEMBER 23, MARCH 25, ASSETS 1995 1995 ------------ --------- (Unaudited) Current Assets: Cash and cash equivalents $ 151,649 $ 87,702 Accounts receivable (less allowances of $40,000) 3,945,896 4,133,229 Other accounts and notes receivable 115,387 1,262,769 Operating supplies and parts 1,063,864 1,042,136 Tires in service 760,842 745,540 Prepaid expenses 343,753 615,367 Other current assets 200,709 218,319 ---------- --------- 6,582,100 8,105,062 ---------- ----------- Property, plant and equipment at cost 54,367,542 48,899,216 Less accumulated depreciation and amortization (33,876,393) (31,839,996) ----------- ----------- 20,491,149 17,059,220 ----------- ----------- Receivable from parent and affiliates 915,325 1,248,363 Other non-current assets 1,384,073 1,145,008 ----------- ----------- $29,372,647 $27,557,653 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Current portion of long-term debt $ 3,060,874 $ 2,226,147 Accounts payable 1,418,205 2,291,342 Accrued liabilities 3,028,639 3,499,759 Income taxes payable 441,702 84,128 Deferred income taxes - current 367,659 367,659 ----------- ----------- 8,317,079 8,469,035 ----------- ----------- Long-term debt 9,527,411 9,485,233 Deferred income taxes 1,629,096 1,174,596 Other non-current liabilities 1,155,027 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 6,591,683 5,186,920 ----------- ----------- 8,744,034 7,339,271 ----------- ----------- $29,372,647 $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-- --Nine Months Ended-- Dec. 23, Dec. 24, Dec. 23, Dec. 24, 1995 1994 1995 1994 -------- -------- -------- -------- Revenues Operating revenues $13,459,793 $15,146,799 $44,595,672 $46,827,190 Equipment and other rentals 224,595 176,712 647,383 585,309 Other 553,749 568,123 1,727,616 1,780,057 ----------- ----------- ----------- ---------- 14,238,137 15,891,634 46,970,671 49,192,556 ----------- ----------- ----------- ---------- Operating Expenses Salaries, wages and fringe benefits 6,591,321 7,047,228 21,179,390 21,165,700 Fuel and fuel taxes 1,333,586 1,507,909 4,409,186 4,620,628 Parts, repairs and tires 969,198 991,550 2,936,486 2,929,095 Insurance and workers' compensation 949,159 1,094,129 3,122,120 3,635,653 Depreciation & amort. 930,712 783,806 2,733,601 2,340,979 Purchased transportation 1,215,955 1,419,342 3,955,775 4,459,796 Rent expense 284,696 342,313 873,957 1,073,764 Other operating expenses 1,407,338 1,402,374 4,407,756 4,303,748 (Gain) loss on disposal of property, plant and equipment, net 10,620 (850) (16,132) (340,423) ----------- ----------- ----------- ---------- 13,692,585 14,587,801 43,602,139 44,188,940 ----------- ----------- ----------- ----------- Operating income 545,552 1,303,833 3,368,532 5,003,616 Interest expense, net 301,409 239,174 976,152 807,777 ----------- ----------- ----------- ----------- Income before income taxes & extraordinary item 244,143 1,064,659 2,392,380 ,195,839 Federal and state income taxes 93,000 426,000 909,000 1,678,000 ----------- ----------- ----------- ---------- Income before extraordinary item 151,143 638,659 1,483,380 2,517,839 Extraordinary item - write off of operating rights, net -- -- -- 367,034 ----------- ----------- ----------- ----------- Net Income 151,143 638,659 1,483,380 2,150,805 Dividends on preferred shares (26,205) (26,205) (78,617) (78,617) ----------- ---------- ----------- ----------- Net income applicable common shares $ 124,938 $ 612,454 $ 1,404,763 $ 2,072,188 =========== ========== =========== =========== Weighted Average Number of Common Shares Outstanding 422,089 422,089 422,089 422,089 =========== =========== =========== =========== Net Income Per Common Share $ .30 $ 1.45 $ 3.33 $ 4.91 =========== =========== =========== =========== <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) --Nine Months Ended-- December 23, December 24, 1995 1994 ------------ ------------ Cash flows from operating activities: Net income (loss) $ 1,483,380 $ 2,150,805 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 2,733,601 2,340,979 Provision for deferred income taxes 454,500 839,000 Provision for Doubtful accounts 15,558 -- (Gain) loss on disposal of property, plant and equipment (16,132) (340,423) Extraordinary item -- 367,034 Change in assets and liabilities: Accounts and notes receivable 1,319,157 (543,760) Operating supplies and parts (21,728) (66,377) Tires in service, prepaid expenses and other current assets 273,922 249,599 Receivable from parent and affiliates 333,038 (142,905) Other noncurrent assets (239,065) 37,046 Accounts payable (873,137) (227,062) Accrued liabilities (471,120) 1,017,001 Income taxes payable 357,574 256,891 Other noncurrent liabilities 65,509 (5,200) ----------- ----------- Net cash provided by (used in) operating activities 5,415,057 5,932,628 ----------- ----------- Cash flows from investing activities: Proceeds from sale of property, plant and equipment 119,570 458,871 Payments for property, plant and equipment (2,666,149) (812,730) ----------- ----------- Net cash provided by (used in) investing activities (2,546,579) (353,859) ----------- ----------- Cash flows from financing activities: Proceeds from long-term debt 1,593,323 788,000 Payments of long-term debt (4,319,237) (6,020,065) Redemption of preferred stock -- (12,477) Preferred stock dividends (78,617) (419,293) ----------- ----------- Net cash provided by (used in) financing activities (2,804,531) (5,663,835) ----------- ----------- Increase(decrease) in cash & cash equivalents 63,947 (85,066) Cash and cash equivalents: Beginning of year 87,702 92,151 ----------- ----------- End of year $ 151,649 $ 7,085 =========== =========== Cash paid during the year for: Interest $ 974,637 $ 803,776 Income taxes $ 96,926 $ 582,109 <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 December 23, 1995 and March 25, 1995, and the consolidated results of operations for the three months and nine months ended December 23, 1995 and December 24, 1994 and changes in financial position for the nine months then ended. The results of operations for the three months and nine months ended December 23, 1995 and December 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 nine months ended December 23, 1995 and December 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 December 23, 1995 were approximately $1,653,000 or 10.4% lower than the comparable three-month period of 1994. Revenues for the nine months ended December 23, 1995 decreased approximately $2,222,000 or 4.5% compared to the same period of 1994. The decrease in revenue is due to a decrease in the number of loads hauled and miles run for the quarter, and year to date, as compared to the same periods last year. 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 decreased by approximately $895,000 or 6.1% in the current quarter and decreased by $586,000 or 1.3% for the nine 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) the decrease in insurance and workers' compensation expense as the Company continues to experience a decline in accidents and workers' compensation claims. 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. FINANCIAL CONDITION Total notes payable and long-term debt was $12,588,000 and $11,711,000 at December 23, 1995 and March 25, 1995, respectively. The $877,000 net increase in debt is the result of $5,196,000 in new obligation to finance the equipment additions offset by the reduction in debt resulting from making the scheduled debt payments and a $1,230,000 reduction in the borrowing on our revolver. CASH FLOWS The Company had a net increase in cash of $152,000 for the nine months ended December 23, 1995 versus a $85,000 net decrease for the nine months ended December 24, 1994. The Company has paid $79,000 in preferred stock dividends for the nine months ended December 23, 1995, representing the required dividends for three 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) DATE: February 2, 1996 BY: Jack F. Schwerman Jack F. Schwerman Chairman of the Board, President and Treasurer