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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended FEBRUARY 28, 1997
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 0-20548
FRITZ COMPANIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 94-3083515
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(State or other jurisdiction of incorporation (IRS Employer
or organization) Identification Number)
706 Mission Street, Suite 900, San Francisco, California 94103
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (415) 904-8360
Not applicable
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(Former name, former address and former fiscal year if changed from last
report.)
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.[X] Yes [ ] No
As of February 28, 1997 there were 35,220,000 shares of common stock
outstanding.
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FRITZ COMPANIES, INC. FORM 10-Q
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION PAGE
----
Item 1. Financial Statements:
Accountants' Review Report 3
Consolidated Balance Sheets as of February 28,
1997 and May 31, 1996 4
Consolidated Statements of Operations for the three
months and nine months ended February 28, 1997 and
February 29, 1996 5
Consolidated Statements of Cash Flows for the nine
months ended February 28, 1997 and February 29, 1996 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
PART II. OTHER INFORMATION 12
SIGNATURES 13
EXHIBIT INDEX 14
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Accountants' Review Report
Board of Directors and Stockholders
Fritz Companies, Inc.
We have reviewed the accompanying consolidated balance sheet of Fritz Companies,
Inc. (the Company) as of February 28, 1997, and the related consolidated
statements of operations and cash flows for the three and nine month periods
then ended. These consolidated financial statements are the responsibility of
the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the consolidated financial statements referred to above for them to
be in conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of Fritz Companies, Inc. as of May 31,
1996, and the related consolidated statements of operations and cash flows for
the year then ended (not presented herein); and in our report dated July 31,
1996, we expressed an unqualified opinion on those consolidated financial
statements.
KPMG Peat Marwick LLP
San Francisco, California
April 9, 1997
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FRITZ COMPANIES, INC. FORM 10-Q
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS:
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNT)
(UNAUDITED)
February 28, May 31,
1997 1996
------------ ---------
ASSETS
CURRENT ASSETS:
Cash and equivalents $ 41,023 $ 86,461
Accounts receivable, net of allowance for
doubtful accounts of $21,957 in 1997 and
$6,401 in 1996 406,188 397,747
Deferred income taxes 9,823 7,368
Prepaid expenses and other assets 29,377 28,368
--------- ---------
Total current assets 486,411 519,944
--------- ---------
PROPERTY AND EQUIPMENT - NET 129,593 111,399
--------- ---------
OTHER ASSETS:
Intangibles, net of accumulated amortization of
$14,992 in 1997 and $11,963 in 1996 110,144 88,790
Deferred income taxes 3,368 1,727
Other assets 11,822 11,602
--------- ---------
Total other assets 125,334 102,119
--------- ---------
TOTAL ASSETS $ 741,338 $ 733,462
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term obligations and
short-term borrowings $ 78,958 $ 14,514
Accounts payable 250,572 322,018
Accrued liabilities 76,259 65,149
Income tax payable 8,371 6,496
--------- ---------
Total current liabilities 414,160 408,177
LONG-TERM OBLIGATIONS 86,486 89,505
DEFERRED INCOME TAXES 1,528 995
OTHER LIABILITIES 4,474 4,038
--------- ---------
TOTAL LIABILITIES 506,648 502,715
--------- ---------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common stock: par value $.01 per share;
60,000 shares authorized, 35,220 shares
issued and outstanding, (34,898 shares
issued and outstanding in 1996) 352 349
Additional paid-in capital 123,279 118,485
Retained earnings 112,802 112,587
Cumulative foreign currency translation adjustments (1,743) (674)
--------- ---------
Total stockholders' equity 234,690 230,747
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 741,338 $ 733,462
========= =========
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
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FRITZ COMPANIES, INC. FORM 10-Q
FRITZ COMPANIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
Three Months Ended Nine Months Ended
------------------------ -------------------------
February 28, February 29, February 28, February 29,
1997 1996 1997 1996
--------- --------- --------- ---------
REVENUE $ 270,341 $ 241,096 $ 847,295 $ 783,564
FREIGHT CONSOLIDATION COSTS 152,370 137,285 468,830 445,054
--------- --------- --------- ---------
NET REVENUE 117,971 103,811 378,465 338,510
--------- --------- --------- ---------
OPERATING EXPENSES
Salaries and related costs 80,048 56,725 225,554 180,777
General and administrative 62,651 36,919 150,577 109,245
Merger and related costs --- 4,600 --- 4,600
--------- --------- --------- ---------
Total operating expenses 142,699 98,244 376,131 294,622
--------- --------- --------- ---------
INCOME (LOSS) FROM OPERATIONS (24,728) 5,567 2,334 43,888
OTHER EXPENSE (1,166) (714) (2,003) (162)
--------- --------- --------- ---------
INCOME (LOSS) BEFORE TAX EXPENSE (BENEFIT) (25,894) 4,853 331 43,726
INCOME TAX EXPENSE (BENEFIT) (9,063) 1,699 116 15,304
--------- --------- --------- ---------
NET INCOME (LOSS) $ (16,831) $ 3,154 $ 215 $ 28,422
========= ========= ========= =========
Weighted average share outstanding - primary 35,148 35,932 35,499 35,323
========= ========= ========= =========
Earnings per share - primary $ (.48) $ 0.09 $ 0.01 $ 0.80
========= ========= ========= =========
Weighted average shares outstanding - fully diluted 35,148 35,972 35,604 35,469
========= ========= ========= =========
Earnings per share - fully diluted $ (.48) $ 0.09 $ 0.01 $ 0.80
========= ========= ========= =========
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
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FRITZ COMPANIES, INC. FORM 10-Q
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
Nine Months Ended
---------------------------
February 28, February 29,
1997 1996
---------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 215 $ 28,422
Adjustments to reconcile net income to net
cash provided by (used in) operating activities:
Depreciation and amortization 18,286 14,097
Deferred income taxes (3,563) 445
Tax benefit from exercise of stock options --- 11,388
Other 625 ---
Effect of changes in:
Receivables (6,952) (48,249)
Prepaid expenses and other current assets (1,009) (10,980)
Payables and accrued liabilities (61,934) (2,561)
-------- --------
Net cash used in operating activities (54,332) (7,438)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (34,321) (30,923)
Acquisitions, net of cash acquired (16,932) (18,050)
Other 2,168 1,660
-------- --------
Net cash used in investing activities (49,085) (47,313)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Long-term obligations repaid (14,199) (13,537)
Net increase in short-term borrowings 63,297 61,617
Long-term obligations issued 5,160 ---
Proceeds from stock options exercised 4,486 15,573
Other 304 (1,082)
-------- --------
Net cash provided by financing activities 59,048 62,571
-------- --------
Foreign currency translation adjustments (1,069) (1,558)
-------- --------
INCREASE (DECREASE) IN CASH AND EQUIVALENTS (45,438) 6,262
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 86,461 74,261
-------- --------
CASH AND EQUIVALENTS AT END OF PERIOD $ 41,023 $ 80,523
======== ========
OTHER CASH FLOW INFORMATION:
Income taxes paid $ 5,919 $ 16,093
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Interest paid $ 5,396 $ 3,642
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Noncash investing and financing activities
in connection with acquisitions:
Liabilities assumed $ 2,189 $ 36,608
======== ========
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
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FRITZ COMPANIES, INC. FORM 10-Q
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. GENERAL
The accompanying consolidated financial statements of Fritz Companies,
Inc. (the Company) for the three and nine months ended February 28, 1997 and
February 29, 1996 are unaudited and, in the opinion of management, contain all
adjustments necessary for a fair presentation of the results of such periods
which include approximately a $17 million increase in the allowance for
doubtful accounts in the third quarter ended February 28, 1997.
The significant accounting policies followed by the Company are described
in Note 1 to the audited consolidated financial statements for the year ended
May 31, 1996. In accordance with SEC regulations, certain information and
footnote disclosures normally included in the annual financial statements
prepared in accordance with generally accepted accounting principles have been
omitted for the purposes of the consolidated interim financial statements. The
consolidated financial statements should be read in conjunction with the
consolidated financial statements, including the notes thereto, for the year
ended May 31, 1996 included in the Company's Form 10-K filed on August 28, 1996.
The results of operations for the three and nine months ended February 28, 1997
are not necessarily indicative of the results to be expected for the full year.
Certain prior years' reclassifications have been made to conform to third
quarter ended February 28, 1997 presentation.
2. COMMON STOCK
The increase in common stock issued and paid in capital was primarily due
to 222,000 shares issued upon exercise of options, restricted stock grants, and
issuance of shares under the employee stock purchase plan.
3. INCOME TAXES
Income tax expense for the nine months ended February 28, 1997 consisted
of approximately $3.7 million of current tax provision and $3.6 million of
deferred tax benefit.
4. ACQUISITIONS
For the nine months ended February 28, 1997, the Company acquired assets
and the remaining interests in several freight forwarding companies for an
aggregate purchase price of approximately $10.3 million consisting of cash of
$8.9 million and obligations payable of $1.4 million. In addition, the Company
acquired minority interests in a company which was recorded using the equity
method of accounting. Of the total acquisition price, the Company acquired
current assets of $2.3 million, fixed assets of $1.3 million, noncurrent assets
of $300,000, current liabilities of $2.1 million, and recorded minority
interests of $300,000. Intangible assets of approximately $8.2 million were
recorded in connection with these acquisitions, which are being amortized on a
straight line basis over forty years. In addition, the Company recorded
approximately $15.9 million of additional purchase price relating to achievement
of specified net revenue or pre tax income levels of certain prior acquisitions.
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FRITZ COMPANIES, INC. FORM 10-Q
5. OTHER
Three of the class action suits, filed against the Company and disclosed
in Item 3, 7 and 14 of the Company's Form 10-K filed on August 28, 1996
(Levenson v. Fritz and Hack v. Fritz ) and Form 8-K filed on October 10, 1996
(Greenfield v. Fritz ) were dismissed with prejudice by the Superior Court of
California for the County of San Francisco on the grounds that claims sought to
be asserted under the California Corporate Securities Law and for common law
fraud were not legally tenable. The three cases filed in federal court (now
consolidated into a single case) have not yet been addressed by the courts and
remain pending.
The Company is unable to predict the ultimate outcome of these matters,
and it is possible that such outcome could have a significant adverse impact on
the Company's future consolidated results of operations. The Company believes
that the ultimate outcome of these matters will not have a significant adverse
impact on the Company's consolidated financial position.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
The following discussion is applicable to the Company's financial
condition and results of operations for the three and nine months ended February
28, 1997 and February 29, 1996. See Note 1 to Notes to Consolidated Financial
Statements.
RESULTS OF OPERATIONS
The following table provides the revenue, and net revenue, in thousands of
dollars and percentages attributable to the Company's principal logistics
services during the periods indicated:
THREE MONTHS ENDED NINE MONTHS ENDED
------------------------------------- -------------------------------------
Feb. 28, Feb. 29, Feb. 28, Feb. 29,
1997 % 1996 % 1997 % 1996 %
-------- ----- -------- ---- -------- ----- -------- ----
REVENUE:
Customs brokerage $ 36,760 13.6 $ 31,006 12.9 $115,434 13.6 $104,044 13.3
Ocean freight forwarding 81,301 30.1 76,517 31.7 249,903 29.5 242,566 31.0
Airfreight forwarding 122,153 45.2 112,637 46.7 382,836 45.2 370,992 47.3
Warehousing and
distribution 30,127 11.1 20,936 8.7 99,122 11.7 65,962 8.4
-------- ----- -------- ---- -------- ----- -------- ----
Total revenue $270,341 100.0 $241,096 100% $847,295 100.0 $783,564 100%
======== ===== ======== ==== ======== ===== ======== ====
NET REVENUE:
Customs brokerage $ 36,760 31.2 $ 31,006 29.8 $115,434 30.5 $104,044 30.7
Ocean freight forwarding 26,338 22.3 22,584 21.8 80,087 21.2 76,410 22.6
Airfreight forwarding 33,125 28.1 34,893 33.6 108,010 28.5 108,182 32.0
Warehousing and
distribution 21,748 18.4 15,328 14.8 74,934 19.8 49,874 14.7
-------- ----- -------- ---- -------- ----- -------- ----
Total net revenue $117,971 100.0 $103,811 100% $378,465 100.0 $338,510 100%
======== ===== ======== ==== ======== ===== ======== ====
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FRITZ COMPANIES, INC. FORM 10-Q
THREE MONTHS ENDED FEBRUARY 28, 1997 COMPARED WITH THREE MONTHS ENDED FEBRUARY
29, 1996
Revenue and Net Revenue: For the third quarter of fiscal year 1997,
revenue increased 12.1% to $270.3 million from $241.1 million for the comparable
prior year period and net revenue increased 13.6% to $118.0 million from $103.8
million for the same prior year period. The fiscal third quarter represents the
seasonally weakest quarter of the year. The increased revenue and net revenue
was primarily due to warehousing and distribution, customs brokerage and
airfreight (revenue only). The increase in net revenue was partially offset by
the decrease in airfreight net revenue. The increased warehousing and
distribution revenue and net revenue resulted primarily from the Company's
continued expansion of overseas and domestic services, increased demand from
existing integrated logistics customers, acquisitions and the Company's
continued expansion of its warehouse facilities. The increase in customs
brokerage was primarily attributable to the growth from the Company's existing
customer base, new customers and acquisitions. Airfreight revenue increased
primarily due to increased business from existing integrated logistics
customers, acquisitions and the Company's continued expansion of its operations
in Asia, Latin America and Europe. However, the Company's airfreight net revenue
decreased compared to prior year due primarily to competitive pricing pressures
and a decrease in weight per shipment from the United States to overseas.
Operating Expenses: Operating expenses increased 45% for the third quarter
of fiscal year 1997 compared to the comparable period of fiscal year 1996.
Salaries and related costs increased primarily due to growth in the number of
employees resulting mostly from recent acquisitions and the Company's continued
expansion of its overseas and domestic services, and higher salary levels. A
significant portion of the increase in number of employees was in Europe, where
salary costs tend to be higher. General and administrative expenses such as data
processing, occupancy and equipment increased primarily due to expenditures to
support the Company's expansion, including warehouse-related activities. In
addition, there was approximately a $17 million increase in the allowance for
doubtful accounts, due to less than satisfactory collection performance in the
quarter. The Company is undertaking a comprehensive review of its pricing
structure of its various services and customer credit terms. As a result of the
increases in expenses, in particular salaries and related costs, the Company is
reviewing its operating expenses to improve the quality and efficiencies of the
Company's processes within the operating and supporting departments.
NINE MONTHS ENDED FEBRUARY 28, 1997 COMPARED WITH NINE MONTHS ENDED FEBRUARY 29,
1996
Revenue and Net Revenue: Revenue for the nine months ended February 28,
1997 increased 8% to $847.3 million from $783.6 million for the comparable prior
year period and net revenue increased 11.8% to $378.5 million from $338.5
million for the same prior year period. The increased revenue and net revenue
was primarily attributable to warehousing and distribution, customs brokerage
and airfreight (revenue only). The increase in net revenue was partially offset
by the decrease in airfreight net revenue. The increased warehousing and
distribution revenue and net revenue resulted primarily from the Company's
continued expansion of overseas and domestic services, increased demand from
existing integrated logistics customers, acquisitions and the Company's
continued expansion of its warehouse facilities. The increased customs brokerage
was primarily attributable to the growth from the Company's existing customer
base, new customers and acquisitions. Airfreight revenue increased primarily due
to increased business from existing integrated logistics customers, acquisitions
and the Company's continued expansion of its operations in Asia, Latin America
and Europe. However, the Company's airfreight net revenue decreased compared to
prior year due primarily to competitive pricing pressures and a decrease in
weight per shipment from the United States to overseas.
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FRITZ COMPANIES, INC. FORM 10-Q
Operating Expenses: Operating expenses for the nine months ended February
28, 1997 increased 27.7% compared to the comparable prior year period. Salaries
and related costs increased primarily due to growth in the number of employees
resulting mostly from recent acquisitions and the Company's continued expansion
of its overseas and domestic services, and higher salary levels. A significant
portion of the increase in number of employees was in Europe, where salary costs
tend to be higher. General and administrative expenses such as data processing,
occupancy and equipment increased primarily due to expenditures to support the
Company's expansion, including warehouse-related expenses. In addition, there
was approximately a $17 million increase in the allowance for doubtful accounts,
due to less than satisfactory collection performance in the third quarter. The
Company is undertaking a comprehensive review of its pricing structure of its
various services and customer credit terms. As a result of the increases in
operating expenses, in particular salaries and related costs, the Company is
reviewing its expenses to improve the quality and efficiencies of the Company's
processes within the operating and supporting departments.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash and equivalents decreased $45.5 million to $41.0
million at February 28, 1997 from $86.5 million at May 31, 1996. This decrease
represents cash used for operating activities and investing activities in excess
of the cash provided by financing activities. The Company's investing activities
for this period included capital expenditures of approximately $34.3 million
which includes expenditures for computer hardware, building and leasehold
improvements and equipment. The Company also made cash outlays totaling $8.9
million to acquire assets and the remaining interest in companies during the
nine months ended February 28, 1997. In addition, the Company recorded
approximately $15.9 million of additional purchase price (consisting of cash of
$8.8 million and obligations payable of $7.1 million) relating to achievement of
specified net revenue or pre tax income levels of certain prior acquisitions.
The cash flow used in operating activities was applied to reduce accounts
payable, primarily approximately $59 million Canadian custom payments to improve
the Company's tax position.
As of February 28, 1997, the balance outstanding under the syndicated
multicurrency credit facility (the Credit Facility) was $63.7 million,
consisting of $45 million under the Credit Facility and $18.7 million for
letters of credit. Therefore, the Company's total available borrowing capacity
under the Credit Facility as of February 28, 1997 was approximately $16.3
million. In April 1997, the Company sold and leased back certain of its North
American warehousing facilities. Net proceeds from the sale were approximately
$30.7 million, and the gain on the transaction was minimal. The resultant
proceeds were used to reduce the Credit Facility balance. The Company's Credit
Facility was amended to adjust certain financial covenants and in recognition of
the net warehouse sale proceeds, the Credit Facility was reduced from $80
million to $60 million.
Commencing in April 1997, the Company embarked upon a program designed to
improve its operating results and cash flow. This program includes a concerted
management effort with the objective of: (a) more closely linking the Company's
pricing to services rendered (b) reducing operating costs and (c) improving the
accounts receivable collection process.
RISK FACTORS
The nature of the Company's worldwide operations involves a multitude of
currencies other than the U.S. Dollar. Accordingly, the Company is exposed to
the inherent risks of international currency markets and governmental
interference. The Company seeks to compensate for currency exposures by
accelerating international payment among the Company's offices and agents.
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FRITZ COMPANIES, INC. FORM 10-Q
In addition, the Company's ability to provide service to its customers is
highly dependent on good working relationships with a variety of entities such
as airlines, steamship carriers and governmental agencies. However, changes in
space allotments available from carriers, governmental deregulation efforts,
"modernization" of the regulations governing customs clearance, and/or changes
in the international trade and tariff environment could affect the Company's
business in unpredictable ways.
There are also risks and uncertainties associated with the Company's
acquisition strategy, such as a reduction in the pace and/or magnitude of future
acquisitions and the complexities of integrating systems and operations of the
acquired companies.
Management believes the Company's business has not been adversely affected
by inflation in the past. Historically, the Company has generally been
successful in passing cost increases to its customers by means of price
increases. However, due to the competitive marketplace, continued future cost
increases could erode the Company's margin.
Additional risks and uncertainties include the Company's ability to
implement its program to improve operating results and cash flow, dependence of
the Company on international trade and worldwide economic conditions; dependence
of the Company on the continued services of key executives and managers; risks
associated with the Company's acquisition strategy, including the diversion of
management's attention to the assimilation of the operations and personnel of
acquired companies, adverse short-term effects on the Company's operating
results, integration of financial reporting systems and acquired assets, and the
possible inability of the Company's information systems to keep pace with the
increasing complexity and rapid growth of the Company's business; the increasing
level of investment required by the transition of the Company to an integrated
logistics company providing a full range of international transportation and
global supply chain management services; diversion of management's focus and
resources as a result of pending litigation; and other risks disclosed in the
Company's filings with the Securities and Exchange Commission.
OTHER
Three of the class action suits, filed against the Company and disclosed
in Item 3, 7 and 14 of the Company's Form 10-K filed on August 28, 1996
(Levenson v. Fritz, and Hack v. Fritz) and Form 8-K filed on October 10, 1996
(Greenfield v. Fritz) were dismissed by the Superior Court of California for the
County of San Francisco on the grounds that claims sought to be asserted under
the California Corporate Securities Law and for common law fraud were not
legally tenable. The three cases filed in federal court (now consolidated into a
single case) have not yet been addressed by the courts and remain pending.
The Company is unable to predict the ultimate outcome of these matters,
and it is possible that such outcome could have a significant adverse impact on
the Company's future consolidated results of operations. The Company believes
that the ultimate outcome of these matters will not have a significant adverse
impact on the Company's consolidated financial position.
SAFE HARBOR RULES
Except for the historical information contained herein, the matters
discussed in this Form 10-Q contain forward looking statements that involve
risks and uncertainties. The Company's actual results could differ materially.
Factors that could cause or contribute to such differences include, but are not
limited to, those discussed in the section entitled "Risk Factors" above, as
well as those discussed elsewhere in the Company's Securities & Exchange
Commission filings.
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FRITZ COMPANIES, INC. FORM 10-Q
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10.1 Third Amendment to the Multi-currency Credit Agreement between
Registrant and Bank of America National Trust and Savings
Association dated as of February 28, 1997.
(b) The Company filed the following report on Form 8-K during the
quarter ended February 28, 1997 and through the date hereof:
(1) February 25, 1997
Item 5. Other Events
On February 25, 1997, the Company's demurrer was granted without
leave to amend in the case of Harvey Greenfield v. Fritz et al.
Granting a demurrer without leave to amend effectively dismissed
the lawsuit.
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FRITZ COMPANIES, INC. FORM 10-Q
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FRITZ COMPANIES, INC.
Registrant
Dated: April 10, 1997
/s/ Lynn C. Fritz
-----------------------------------------
Lynn C. Fritz
Chairman and Chief Executive Officer
/s/ Dennis L. Pelino
-----------------------------------------
Dennis L. Pelino
President and Chief Operating Officer
/s/ Robert Arovas
-----------------------------------------
Robert Arovas
Executive Vice President and
Chief Financial Officer
/s/ Ronald W. Womack
-----------------------------------------
Ronald W. Womack
Vice President of Finance and
Principal Accounting Officer
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FRITZ COMPANIES, INC. FORM 10-Q
EXHIBIT INDEX
EXHIBIT PAGE
- ------- ----
10.1 Third Amendment to Multi-currency Credit Agreement between 15
Registrant and Bank of America National Trust and Savings
Association dated as of February 28, 1997.
27 Financial Data Schedule
14