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 June 29, 1996 ------------- Commission file number 1-2936 ------ SCHWERMAN TRUCKING CO. ----------------------------------------------------- (Exact name of registrant as specified in its charter) Wisconsin 39-076739739 ---------------------------------------------------------------- (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 . --- --- APPLICABLE ONLY TO CORPORATE ISSUERS: 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 July 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 June 29, 1996 and March 30, 1996 3 Consolidated Condensed Statements of Income for the three months ended June 29, 1996 and June 24, 1995 4 Consolidated Condensed Statements of Cash Flows for the three months ended June 29, 1996 and June 24, 1995 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 JUNE 29, MARCH 30, ASSETS 1996 1996 ------ ----------- --------- (Unaudited) Current Assets: Cash and cash equivalents $ 351 $ 113,476 Accounts receivable (less allowances for losses of $40,000) 5,736,570 4,033,387 Other accounts and notes receivable 436,297 801,451 Operating supplies and parts 1,039,572 1,072,286 Tires in service 742,487 741,079 Prepaid expenses 458,595 620,267 Other current assets 260,744 258,661 ----------- ----------- 8,674,616 7,640,607 ----------- ----------- Property, plant and equipment at cost 60,007,275 55,498,489 Less accumulated depreciation and amortization (35,453,200) (34,528,615) ----------- ----------- 24,554,075 20,969,874 ----------- ----------- Receivable from parent and affiliates 1,375,325 589,972 Other non-current assets 1,471,327 1,409,482 ----------- ----------- $36,075,343 $30,609,935 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ Current Liabilities: Current portion of long-term debt $ 3,555,527 $ 3,042,540 Accounts payable 1,842,798 2,043,522 Accrued liabilities 4,254,585 3,600,518 Income taxes payable 169,904 31,755 Deferred income taxes- current 328,230 328,230 ----------- ----------- 10,151,044 9,046,565 ----------- ----------- Long-term debt 14,902,577 11,098,695 Deferred income taxes 1,878,025 1,746,025 Other non-current liabilities 730,687 710,610 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 6,260,659 5,855,689 ----------- ----------- 8,413,010 8,008,040 ----------- ----------- $36,075,343 $30,609,935 =========== =========== <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-- June 29, June 24, 1996 1995 -------- -------- Revenues Operating revenues $14,751,303 $15,295,427 Equipment and other rentals 207,630 216,801 Other 531,042 590,031 ----------- ----------- 15,489,975 16,102,259 ----------- ----------- Operating Expenses Salaries, wages and fringe benefits 7,011,187 7,196,810 Fuel and fuel taxes 1,602,624 1,556,073 Parts, repairs and tires 889,001 953,684 Insurance and workers' compensation 990,247 1,121,117 Depreciation and amortization 1,037,147 888,920 Purchased transportation 1,055,113 1,339,206 Rent expense 179,307 302,594 Other operating expenses 1,680,754 1,525,998 (Gain) on disposal of property, plant and equipment, net (2,615) (23,602) ----------- ----------- 14,442,765 14,860,800 ----------- ----------- Operating income 1,047,210 1,241,459 Interest expense, net 352,034 357,733 ----------- ----------- Income before taxes 695,176 883,726 Federal and state income taxes 264,000 336,000 ----------- ----------- Net income 431,176 547,726 Dividends on preferred shares (26,206) (26,206) ----------- ----------- Net income applicable common shares $ 404,970 $ 521,520 =========== =========== Weighted Average Number of Common Shares Outstanding 422,089 422,089 =========== =========== Net Income Per Common Share $ 0.96 $ 1.24 =========== =========== <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) --Three Months Ended-- June 29, June 24, 1996 1995 -------- --------- Cash flows from operating activities: Net income (loss) $ 431,176 $ 547,726 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 1,037,147 888,920 Provision for deferred income taxes 132,000 168,000 (Gain) loss on disposal of property, plant and equipment (2,615) (23,602) Change in assets and liabilities: Accounts and notes receivable (1,338,029) (980,997) Operating supplies and parts 32,714 31,458 Tires in service, prepaid expenses and other current assets 158,181 82,522 Receivable from parent and affiliates (785,353) (219,707) Other noncurrent assets (61,845) (103,905) Accounts payable (200,724) (257,578) Accrued liabilities 654,067 377,237 Income taxes payable 138,149 121,979 Other noncurrent liabilities 20,077 35,000 ----------- ----------- Net cash provided by (used in) operating activities 214,945 667,053 ----------- ----------- Cash flows from investing activities: Proceeds from sale of property, plant and equipment 7,996 46,600 Payments for property, plant and (457,345) (510,514) ----------- ----------- Net cash provided by (used in) investing activities (449,349) (463,914) ----------- ----------- Cash flows from financing activities: Proceeds from long-term debt 1,486,716 927,953 Payments of long-term debt (1,339,231) (1,008,033) Preferred stock dividends (26,206) (26,206) ----------- ----------- Net cash provided by (used in) financing activities 121,279 (106,286) ----------- ----------- Increase (decrease) in cash and cash equivalents (113,125) 96,853 Cash and cash equivalents: Beginning of year 113,476 87,702 ----------- ----------- End of quarter $ 351 $ 184,555 =========== =========== Cash paid (received) during the year for: Interest $ 274,120 $ 327,213 Income taxes $ (6,149) $ 46,021 <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 June 29, 1996 and March 30, 1996, and the consolidated statements of income for the three months ended June 29, 1996 and June 24, 1995 and consolidated statements of cash flows for the three months then ended. The results of operations for the three months ended June 29, 1996 and June 24, 1995 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 30, 1996. 2. STATEMENT OF CASH FLOWS The Company had non-cash property, plant and equipment additions totaling $4,169,384 and $3,602,819 for the three months ended June 29, 1996 and June 24, 1995, 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 June 29, 1996 were approximately $612,000 or 3.8% lower than the comparable three-month period of fiscal 1996. The decrease in revenue is due to a 6.6% decrease in the number of loads hauled this quarter compared to last year's first quarter and a 3.7% decrease in miles for the quarter. A cold and wet spring in much of the area served by the Company has resulted in a slow start to this year's construction season. The Company's customers are shippers of dry and liquid commodities. During fiscal 1996, 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 $418,000 or 2.8% in the current quarter compared to the same period of fiscal 1996. The decrease in operating expenses is primarily the result of the decrease in volume, offset by the increase in depreciation expense as a result of acquiring 63 new tractors in April 1996 and the increase in fuel expense as a result of higher fuel prices. FINANCIAL CONDITION - ------------------- Total notes payable and long-term debt was $18,458,000 and $14,141,000 at June 29, 1996 and March 30, 1996, respectively. The $4,317,000 increase in debt is primarily the result of a $4,326,000 increase in capital leases and equipment obligations for the purchase of new equipment. The $1,339,000 reduction in debt due to the Company making its scheduled debt payments was largely offset by the $1,330,000 increase in borrowings on the Company's revolving credit rate. CASH FLOWS - ---------- The Company had a net decrease in cash of $113,000 for the three months ended June 29, 1996 versus a $97,000 increase in cash for the three months ended June 24, 1995. The Company has paid $26,000 in preferred stock dividends for the three months ended June 29, 1996, and has deposited $40,000 into the preferred stock sinking fund. 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: August 5, 1996 BY: Jack F. Schwerman Jack F. Schwerman Chairman of the Board, President and Treasurer