<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998
LOOMIS, FARGO & CO.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C> <C>
Delaware 333-24689 76-0521092
(State or other jurisdiction) (Commission File Number) (IRS Employer Identification No.)
File No. 333-24689-01 File No. 333-24689-02 File No. 333-24689-03 File No. 333-24689-04
LFC Holding Corporation Loomis, Fargo & Co. LFC Armored of Texas Inc. Loomis, Fargo & Co. of Puerto Rico
(Exact Name of Registrant (Exact Name of Registrant (Exact Name of Registrant (Exact Name of Registrant
as Specified in its Charter) as Specified in its Charter) as Specified in its Charter) as Specified in its Charter)
Delaware Texas Texas Tennessee
(State or other jurisdiction of (State or other jurisdiction of (State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) incorporation or organization) incorporation or organization) incorporation or organization)
75-2371825 75-0117200 58-1884701 66-0215016
(I.R.S. Employer (I.R.S. Employer (I.R.S Employer (I.R.S. Employer
Identification No.) Identification No.) Identification No.) Identification No.)
2500 CityWest Blvd., Suite 900
Houston, Texas 77042
(Address of principal executive offices) (Zip Code)
</TABLE>
Registrants' telephone number, including area code: (713) 435-6700
Indicate by check mark whether the registrants: (1) have 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. [_]
As of May 13, 1998, 10,000,000 shares of the Common Stock, $0.01 par value, of
Loomis, Fargo & Co., 2,652,705 shares of the Class A Common Stock, $0.01 par
value, of LFC Holding Corporation, 1,000 shares of the Common Stock, $10.00 par
value, of Loomis, Fargo & Co. (a Texas corporation), 100 shares of Common Stock,
$1.00 par value, of LFC Armored of Texas Inc., and 250 shares of Common Stock,
no par value, of Loomis, Fargo & Co. of Puerto Rico, were outstanding.
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Loomis, Fargo & Co.
Consolidated Balance Sheets
(unaudited)
<TABLE>
<CAPTION>
December 31, March 31,
1997 1998
------------ ---------
(in thousands)
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 3,659 $ 5,483
Accounts receivable, net 52,185 37,609
Prepaid expenses and other current assets 4,684 4,745
-------- --------
Total current assets 60,528 47,837
Property and equipment, net 41,657 40,835
Intangible assets, net 112,421 111,693
Other assets, net 4,829 4,697
-------- --------
Total assets $219,435 $205,062
======== ========
Liabilities and common stockholders' deficit
Current liabilities:
Accounts payable $ 20,499 $ 14,247
Accrued expenses and other current liabilities 44,754 32,424
Current portion, capital lease obligations 669 605
-------- --------
Total current liabilities 65,922 47,276
Long-term liabilities:
Long-term debt 154,796 158,844
Capital lease obligations 511 598
Other long-term liabilities 5,474 7,025
-------- --------
Total long-term liabilities 160,781 166,467
Common stockholders' deficit:
Common stock 100 100
Additional paid-in capital 24,755 24,755
Accumulated deficit (32,123) (33,536)
-------- --------
Total common stockholders' deficit (7,268) (8,681)
-------- --------
Total liabilities and common stockholders' deficit $219,435 $205,062
======== ========
</TABLE>
See accompanying notes.
1
<PAGE>
Loomis, Fargo & Co.
Consolidated Statements of Operations
(unaudited)
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
March 31, 1997 March 31, 1998
--------------- --------------
(in thousands)
<S> <C> <C>
Revenues $79,892 $94,418
Cost of operations:
Payroll and related expense 48,312 58,673
Vehicle expense 11,103 12,237
Facilities expense 3,247 3,969
Other operating expenses 16,228 16,808
Expenses relating to the business combination 1,139 -
------- -------
80,029 91,687
------- -------
Operating income (loss) (137) 2,731
Interest expense 3,078 4,039
------- -------
Loss before income taxes and extraordinary item (3,215) (1,308)
Income taxes - 105
------- -------
Loss before extraordinary item (3,215) (1,413)
Extraordinary item (124) -
------- -------
Net loss $(3,339) $(1,413)
======= =======
</TABLE>
See accompanying notes.
2
<PAGE>
Loomis, Fargo & Co.
Consolidated Statements of Cash Flows
(unaudited)
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
March 31, 1997 March 31, 1998
-------------- --------------
(in thousands)
<S> <C> <C>
Operating activities
Net loss $ (3,339) $ (1,413)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization expense 3,377 3,680
Amortization of financing costs 192 236
Accretion of discount on NOL note 91 48
Gain on disposal of property and equipment - (2)
Change in restricted cash 1,536 -
Provision for allowance for doubtful accounts 444 372
Accrued management fees 23 -
Changes in current assets and liabilities (net of effect
of the acquisition):
Accounts receivable (2,522) 14,204
Prepaid expenses and other current assets (80) 10
Accounts payable (2,175) (6,252)
Accrued expenses and other liabilities (55) (10,779)
--------- ---------
Net cash provided by (used in) operating activities (2,508) 104
Investing activities
Purchase of Wells Fargo Armored (104,389) -
Acquisition of property and equipment (424) (2,052)
Proceeds from sale of property and equipment - 28
--------- ---------
Net cash used in investing activities (104,813) (2,024)
Financing activities
Issuance of senior subordinated notes 85,000 -
Net borrowings of debt 48,978 4,000
Repayments of capital lease obligations (214) (152)
Payment of accrued management fees (1,598) -
Financing costs related to debt (5,040) (104)
Redemption of preferred stock (3,500) -
Exercise of common stock warrants 96 -
Distributions to stockholders (8,743) -
--------- ---------
Net cash provided by financing activities 114,979 3,744
--------- ---------
Net increase in cash and cash equivalents 7,658 1,824
Cash and cash equivalents at beginning of period * 933 3,659
--------- ---------
Cash and cash equivalents at end of period $ 8,591 $ 5,483
========= =========
</TABLE>
* Excludes restricted cash and cash equivalents of $1,536 at December 31, 1996
See accompanying notes.
3
<PAGE>
LOOMIS, FARGO & CO.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1998
Note 1 Basis of Presentation
- ------------------------------
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. The information included in this Form 10-Q should be read
in conjunction with the audited consolidated financial statements of Loomis,
Fargo & Co. as of December 31, 1997 included in Amendment No. 1 to the Form 10-K
filed with the Securities and Exchange Commission on April 13, 1998. In the
opinion of management, all adjustments (consisting only of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three-month period ended March 31, 1998 are not
necessarily indicative of the results that may be expected for the full year.
Certain prior period amounts have been reclassified to conform with the 1998
presentation.
NOTE 2 COMPREHENSIVE INCOME
- -----------------------------
Statement of Financial Accounting Standards No. 130, Reporting Comprehensive
Income, (Statement 130) requires the reporting of total comprehensive income in
all financial statement periods beginning after December 15, 1997. The Company
has adopted Statement 130 and has no items of other comprehensive income.
Therefore, comprehensive loss is the same as the Company's net loss for the
three months ended March 31, 1997 and 1998.
4
<PAGE>
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Loomis, Fargo & Co. (the "Company") provides armored car transport services to a
variety of financial, commercial, industrial and retail establishments within
the United States and Puerto Rico. It offers secure, expedited transportation
and protection for valuable commodities, provides extensive automatic teller
machine ("ATM") services, including cash replenishment, deposit pick-up and
maintenance, and provides ancillary services such as secured storage of
valuables, deposit processing and consolidation, change order preparation, coin
wrapping and food stamp processing. The Company also provides contract security
officers to patrol and control access to customer facilities in Puerto Rico.
The Company acquired certain assets and liabilities of Wells Fargo Armored
Service Corporation ("Wells Fargo Armored") on January 24, 1997. When comparing
the Company's results of operations and related cash flows for the three months
ended March 31, 1997 with those of the three months ended March 31, 1998, one
should consider that the first quarter of 1997 included 23 days of Loomis
Holding Corporation ("Loomis", the predecessor to the Company) alone before the
business combination and 67 days of the combined operations of the Company. The
first quarter of 1998 included the combined operations for the entire 90 days.
This is significant with respect to certain comparisons because Wells Fargo
Armored's annual revenue base and property and equipment were almost twice as
large as that of Loomis, and net assets were three times larger.
Certain of the matters discussed in this discussion and analysis may constitute
forward-looking statements for purposes of the Securities Exchange Act of 1934
and as such may involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of the Company
to be materially different from future results, performance or achievements
expressed or implied by such forward-looking statements. Factors that could
cause or contribute to such differences include, but are not limited to, risks
and uncertainties relating to leverage and debt service, risks inherent in the
armored transport industry, general marketplace conditions, restrictions imposed
by the bank credit facility, issues concerning continued integration of the
operations of Wells Fargo Armored, the ability to attract and retain qualified
employees, timely identification and resolution of all Year 2000 issues,
environmental and other regulatory matters and future legal proceedings.
5
<PAGE>
RESULTS OF OPERATIONS
- ---------------------
The following table sets forth the Company's consolidated results of operations
expressed as a percentage of revenue.
THREE MONTHS ENDED
MARCH 31
------------------
1997 1998
---- ----
INCOME STATEMENT DATA:
Revenues 100.0 % 100.0 %
Cost of operations:
Payroll and related expense 60.5 62.1
Vehicle expense 13.9 13.0
Facilities expense 4.1 4.2
Other operating expenses 20.3 17.8
Expenses relating to the business combination 1.4 --
----- -----
Operating income (loss) (0.2) 2.9
Interest expense 3.8 4.3
----- -----
Loss before income taxes and extraordinary item (4.0) (1.4)
Income taxes -- 0.1
----- -----
Loss before extraordinary item (4.0) (1.5)
Extraordinary item (0.2) --
----- -----
Net loss (4.2)% (1.5)%
===== =====
Three months ended March 31, 1997 compared with three months ended March 31,
1998
Revenues. Revenues increased from $79.9 million for the three months ended
March 31, 1997 to $94.4 million for the three months ended March 31, 1998, an
increase of $14.5 million or 18.1%. The increase is partially due to the
acquisition of Wells Fargo Armored on January 24, 1997. If the business
combination had occurred on January 1, 1997, total 1997 first quarter revenue
would have been approximately $95.2 million. Therefore, revenues decreased by
approximately $0.8 million over a comparable period. This decrease was the
result of the loss of approximately 8.5% of the Wells Fargo Armored customer
base early in 1997 as a result of pre-merger service related issues. Management
took action to address the cause of these losses and does not anticipate
recurrence. During the second and third quarters of 1997, the Company undertook
an initiative to improve the quality of revenue of the acquired Wells Fargo
Armored contracts, concurrent with upgrades in service, crew complements and
employee compensation rates. A majority of the acquired contracts were
renegotiated by the end of 1997. The success of this revenue improvement
initiative, as well as other growth in the customer base, have offset the early
losses.
6
<PAGE>
The following table analyzes revenues by type of service.
THREE MONTHS ENDED
MARCH 31
------------------
1997 1998 CHANGE PERCENT
------ ------ ------ -------
(in millions)
Traditional armored transport
services $47.8 $56.7 $ 8.9 18.6%
ATM services 23.3 28.0 4.7 20.2%
Cash vault and related services 8.8 9.7 0.9 10.2%
----- ----- -----
$79.9 $94.4 $14.5 18.1%
===== ===== =====
Payroll and related expense. Payroll and related expense increased from $48.3
million for the three months ended March 31, 1997 to $58.7 million for the three
months ended March 31, 1998, an increase of $10.4 million or 21.4%. Payroll and
related expense as a percent of revenue increased from 60.5% for the three
months ended March 31, 1997 to 62.1% for the three months ended March 31, 1998.
If the business combination had occurred on January 1, 1997, total first quarter
1997 payroll and related expense would have been approximately $57.7 million.
The $58.7 million payroll and related expense for the three months ended March
31, 1998 would have represented an increase of $1.0 million or 1.7%. Payroll and
related expense as a percent of revenue would have increased from 60.6% for the
three months ended March 31, 1997 to 62.1% for the three months ended March 31,
1998. The increase in payroll and related expense was principally related to
increases in former Wells Fargo Armored employee wages. Consistent with its
business strategy, the Company has improved the wages and fringe benefits
throughout the acquired operations and invested in larger crew complements to
enhance security. During 1996, payroll and related expense at Wells Fargo
Armored was approximately 55.0% of revenue. During 1997, the Company's payroll
and related expense was approximately 61.1% of revenue. The first three months
of 1998 continued this gradual increase to 62.1%. Continued emphasis on
improving employee compensation and benefits and increasing crew complements on
certain routes may continue to increase payroll and related expense as a percent
of revenue in 1998. Management believes that the Company's investments in wage,
fringe and security improvements since the business combination have contributed
to the Company's reduced casualty costs.
Vehicle expense. Vehicle expense increased from $11.1 million for the three
months ended March 31, 1997 to $12.2 million for the three months ended March
31, 1998, an increase of $1.1 million, or 10.2%. Vehicle expense as a percent of
revenue decreased from 13.9% for the three months ended March 31, 1997 to 13.0%
for the three months ended March 31, 1998.
If the business combination had occurred on January 1, 1997, total first quarter
1997 vehicle expense would have been approximately $12.7 million. Vehicle
expense was $12.2 million in the first quarter of 1998, a decrease of
approximately $0.5 million, or 4.0%. Vehicle expense as a percent of revenue
would have decreased from approximately 13.4% for the three months ended March
31, 1997 to 13.0% for the three months ended March 31, 1998. The following
discussion relates to these comparisons. The decrease is a result of three
items: (i) an increase in vehicle communication costs of approximately $0.3
million due to the migration from radio systems using analog technology to
digital communication systems; (ii) the loss of Wells Fargo Armored customers in
early 1997, as discussed above, resulting in a reduction in the number of truck
hours required to service the remaining higher quality of revenue customers, and
(iii) a decrease in fuel costs of approximately $0.8 million. Not only was the
cost of fuel per gallon approximately 20% lower in 1998, but route efficiencies
were achieved from the consolidation of branches and the restructuring of routes
to achieve operational efficiencies.
7
<PAGE>
Facilities expense. Facilities expense increased from $3.2 million for the
three months ended March 31, 1997 to $3.9 million for the three months ended
March 31, 1998, an increase of $0.7 million, or 22.2%. Facilities expense as a
percent of revenue increased slightly from 4.1% for the three months ended March
31, 1997 to 4.2% for the three months ended March 31, 1998.
If the business combination had occurred on January 1, 1997, total first quarter
1997 facilities expense would have been approximately $3.8 million. Facilities
expense was $3.9 million in the first quarter of 1998, an increase of
approximately $0.1 million, or 3.2%. Facilities expense as a percent of revenue
would have increased from approximately 4.0% for the three months ended March
31, 1997 to 4.2% for the three months ended March 31, 1998.
Other operating expenses. Other operating expenses increased from $16.2 million
for the three months ended March 31, 1997 to $16.8 million for the three months
ended March 31, 1998, an increase of $0.6 million, or 3.6%. Other operating
expenses as a percent of revenue decreased from 20.3% for the three months ended
March 31, 1997 to 17.8% for the three months ended March 31, 1998. Other
operating expenses include such expenses as cargo insurance premiums and losses,
costs of a centralized dispatch center, and the testing, recruiting and training
of employees.
If the business combination had occurred on January 1, 1997, total first quarter
1997 other expenses would have been approximately $19.1 million. Other expenses
were $16.8 million in the first quarter of 1998, a decrease of $2.3 million, or
12.2%. Other expenses as a percent of revenue would have decreased from
approximately 20.1% for the three months ended March 31, 1997 to 17.8% for the
three months ended March 31, 1998. The following discussion relates to these
comparisons.
Combined cash-in-transit insurance premiums and cargo losses totaled
approximately $5.5 million and $2.6 million for the three months ended March 31,
1997 and 1998, respectively. This substantial decrease was primarily due to a
material cargo loss in March 1997. Partially offsetting this $2.9 million
decrease was an approximate $0.7 million increase in subcontracting costs
related to a shift from coin operation work previously performed in-house to
subcontractors. The Company began shifting this work to subcontractors in 1996
and has continued to do so with some of the acquired Wells Fargo Armored
branches. Some of the coin operations employees were retrained to traditional
crew positions as part of the enhanced crew complement security, as discussed
above. Testing and recruitment costs increased approximately $0.4 million,
related to the more stringent hiring and testing policies of the Company and to
the increased crew complements discussed above.
Expenses relating to the business combination. Expenses of $1.1 million were
recorded in the three months ended March 31, 1997 for items relating to the
purchase of Wells Fargo Armored. Included were the costs of maintaining the
former Wells Fargo Armored corporate headquarters in Atlanta, temporary
personnel and consultants required to convert the former Wells Fargo Armored
systems and branches to the Company's policies and costs of state registrations
and surveys required by the new business entity. The Company does not anticipate
material additional costs related to the business combination.
Operating income. Operating results improved from a $0.1 million operating loss
for the three months ended March 31, 1997 to operating income of $2.7 million
for the three months ended March 31, 1998, an improvement of $2.8 million for
the reasons stated above. If the business combination had occurred on January
1, 1997 as discussed above, the three months ended March 31, 1997 would have had
operating income of approximately $0.7 million, giving the three months ended
March 31, 1998 an increase of approximately $2.0 million, or 307.6%.
Interest expense. Interest expense increased from $3.1 million in the three
months ended March 31, 1997 to $4.0 million in the three months ended March 31,
1998, an increase of $0.9 million, or 31.2%. Interest expense as a percent of
revenue increased from 3.8% for the three months ended
8
<PAGE>
March 31, 1997 to 4.3% for the three months ended March 31, 1998. This increase
relates directly to the Company's new bank credit facility and the issuance of
the senior subordinated notes in connection with the business combination.
Extraordinary item. An extraordinary item of $0.1 million was recorded in the
three months ended March 31, 1997, resulting from the write-off of deferred
financing costs associated with the debt retired in January 1997.
Net loss. The Company's net loss declined from $3.3 million in the three months
ended March 31, 1997 to $1.4 million in the three months ended March 31, 1998,
an improvement of $1.9 million or 57.7%, for the reasons stated above.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
The Company's liquidity and capital resources changed significantly as a result
of the business combination in January 1997. Total cash and cash equivalents at
March 31, 1997 and 1998 were $8.6 million and $5.5 million, respectively.
Changes in cash and cash equivalents are described in the statements of cash
flows, which are summarized below.
THREE MONTHS ENDED
MARCH 31
-------------------
1997 1998
------- --------
(in millions)
Net cash provided by (used in) operating activities $ (2.5) $ 0.1
Net cash used in investing activities (104.8) (2.0)
Net cash provided by financing activities 115.0 3.7
------- -----
$ 7.7 $ 1.8
======= =====
Operating Activities
Net cash was provided by operating activities in the three months ended March
31, 1998 despite the net loss, primarily because the loss included $3.9 million
of noncash depreciation and amortization expense. Accounts receivable
decreased by approximately $14.2 million in the three months ended March 31,
1998, largely due to improved collection efforts and improvements to the
Company's billing system. Offsetting this improvement was a decrease in
accounts payable of $6.3 million, due to timing of payments to vendors and
employees. Also, accrued expenses and other current liabilities decreased $10.8
million, due to an $11.7 million payment to the Company's insurance carrier in
January 1998, related to the recovery of a material cargo loss in December 1997.
Approximately $0.3 million of charges were paid against purchase accounting
accruals in the three months ended March 31, 1998. The Company anticipates
charges of $0.7 million against purchase accounting accruals in the next twelve
months, all of which represent cash outflows.
Investing Activities
In the three months ended March 31, 1998, cash of $2.1 million was used for
acquisitions of property and equipment.
Planned capital expenditures for the next twelve months are $12.0 million, which
will depend largely on the growth rate experienced. These expenditures will be
financed primarily through operating cash flows.
9
<PAGE>
Financing Activities
In the three months ended March 31, 1998, net borrowings of $4.0 million were
drawn against the Company's bank credit facility. Included in the net
borrowings were the $11.7 million payment to the Company's insurance carrier in
January 1998 and reductions in accounts receivable as described above.
The Company's balance sheet reflected working capital of $0.6 million at March
31, 1998, an improvement from the December 31, 1997 working capital deficit of
$5.4 million. The Company is highly leveraged, with long-term liabilities
comprising 81% of total liabilities and common stockholders' deficit at March
31, 1998.
The Company's revolving bank credit facility provided initial aggregate
commitments of $115 million through December 1997. The credit facility agreement
includes a step-down of commitments over the final four years of the facility.
The commitment is reduced by $2.5 million during each quarter of 1998.
Therefore, total commitments of $112.5 million remain at March 31, 1998. The
facility includes guarantees of letters of credit, of which approximately $14.9
million were outstanding at March 31, 1998. Remaining commitments available
under the facility at March 31, 1998 were $29.6 million. Under the facility,
funds can be borrowed either for unspecified periods of time at a base rate tied
to the bank's prime rate, or for set periods of time under variable rates tied
to LIBOR.
By December 1998, total commitments under the bank credit facility will decrease
to $105 million. It is anticipated that letters of credit requirements,
principally for casualty liabilities, should not exceed $18 million by December
31, 1998, leaving $87 million in available borrowing capacity. Management
believes that the operating cash flow and this remaining financing commitment
will be more than adequate to fund future operating needs, capital expenditures,
and any required repayments of debt.
IMPACT OF YEAR 2000
- -------------------
Based on a recent assessment, the Company determined that its accounting
software is Year 2000 compliant. However, the Company will be required to
modify portions of its Puerto Rican operations and billing software so that its
computer systems will function properly with respect to dates in the year 2000
and thereafter. The Company has decided to purchase the upgrade to this software
which is Year 2000 compliant. The cost is expected to be immaterial.
The Company has substantially completed its review of all operational equipment,
and believe there is no material Year 2000 impact. The review and any necessary
upgrades or replacements are estimated to be completed not later than mid-1999.
The Company presently believes that with modifications to existing software and
conversions to new software, the Year 2000 Issue will not pose significant
operational problems for its computer and operational systems. However, if such
modifications and conversions are not made, or are not completed timely, the
Year 2000 Issue could have a material impact on operations of the Company.
The costs of the project and the date on which the Company believes it will
complete the Year 2000 modifications are based on management's best estimates,
which were derived utilizing numerous assumptions of future events, including
the continued availability of certain resources and other factors. However,
there can be no guarantee that these estimates will be achieved and actual
results could differ materially from those anticipated. Specific factors that
might cause such material differences include, but are not limited to, the
availability and cost of personnel trained in this area, the ability to locate
and correct all relevant computer codes, the cost and extent of training
associated with needed conversions and similar uncertainties.
10
<PAGE>
PART II OTHER INFORMATION
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3.1 Certificate of Incorporation of Loomis, Fargo & Co. (Delaware), as
amended (1)
3.2 Bylaws of Loomis, Fargo & Co. (Delaware) (1)
3.3 Certificate of Incorporation of LFC Holding, as amended (1)
3.4 Bylaws of LFC Holding, as amended (1)
3.5 Articles of Incorporation of Loomis, Fargo Texas, as amended (1)
3.6 Bylaws of Loomis, Fargo Texas, as amended (1)
3.7 Articles of Incorporation of LFC Armored of Texas Inc., as amended (1)
3.8 Bylaws of LFC Armored of Texas Inc. (1)
3.9 Amended and Restated Articles of Incorporation of Loomis, Fargo & Co.
of Puerto Rico, as amended (1)
3.10 Bylaws of Loomis, Fargo & Co. of Puerto Rico (1)
4.1 Indenture, dated as of January 24, 1997, among Loomis, Fargo & Co.
(Delaware), as Issuer, LFC Holding Corporation, Loomis, Fargo & Co.
(Texas), LFC Armored of Texas Inc. (formerly known as Wells Fargo
Armored Service Corporation of Texas), and Loomis, Fargo & Co. of
Puerto Rico (formerly known as Wells Fargo Armored Service Corporation
of Puerto Rico), as Guarantors, and Marine Midland Bank, as trustee
(1)
4.2 Form of New Note (included in Exhibit 4.1, Exhibit A-3) (1)
27.1 Financial Data Schedule for Loomis, Fargo & Co.*
* Filed herewith
(1) Incorporated by reference to the Registration Statement on Form S-1
(File No. 333-24689) of Loomis, Fargo & Co. initially filed with the
Securities and Exchange Commission on April 7, 1997, as amended.
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Company during the quarter for
which this report is filed.
11
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the co-registrants have duly caused this report to be signed on their
behalf by the undersigned, thereunto duly authorized.
LOOMIS, FARGO & CO. (DELAWARE)
LFC HOLDING CORPORATION
LOOMIS, FARGO & CO. (TEXAS)
LFC ARMORED OF TEXAS INC.
LOOMIS, FARGO & CO. OF PUERTO RICO
Date: 5/14/98 By: /s/ James K. Jennings, Jr.
------------------ --------------------------------
James K. Jennings, Jr.
Executive Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer of the
Co-registrants)
12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<CIK> 0001037120
<NAME> LOOMIS, FARGO & CO
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 5,483
<SECURITIES> 0
<RECEIVABLES> 44,018
<ALLOWANCES> 6,409
<INVENTORY> 1,203
<CURRENT-ASSETS> 47,837
<PP&E> 80,904
<DEPRECIATION> 40,069
<TOTAL-ASSETS> 205,062
<CURRENT-LIABILITIES> 47,276
<BONDS> 159,442
0
0
<COMMON> 100
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<SALES> 94,418
<TOTAL-REVENUES> 94,418
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<INCOME-PRETAX> (1,308)
<INCOME-TAX> 105
<INCOME-CONTINUING> (1,413)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,413)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
