<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
F O R M 10 - Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1995.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 TO 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________ TO
__________.
COMMISSION FILE NUMBER 015503.
FREYMILLER TRUCKING, INC.
- - --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
INDIANA 62-1307586
- - -------------------------------- --------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
8621 NORTH ROCKWELL, OKLAHOMA CITY, OKLAHOMA 73132
- - --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (405) 720-6555.
- - --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report.)
Indicate by check mark whether the registrant (2) 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 shorter period that the registrant
was required to file such reports), and (2) has been subject to the filing
requirements for the past 90 days.
Yes X No
--- ---
Registrant has only one class of common stock, of which 2,425,000 shares were
outstanding as of March 31, 1995.
1
<PAGE> 2
FREYMILLER TRUCKING, INC.
MARCH 31, 1995
I N D E X
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION PAGE NUMBER
-----------
<S> <C> <C>
ITEM 1. FINANCIAL STATEMENTS
BALANCE SHEETS AT MARCH 31, 1995
AND DECEMBER 31, 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
STATEMENTS OF OPERATIONS FOR THE THREE
MONTHS ENDED MARCH 31, 1995 AND 1994 . . . . . . . . . . . . . . . . . . . . 5
STATEMENTS OF CASH FLOWS FOR THE THREE
MONTHS ENDED MARCH 31, 1995 AND 1994 . . . . . . . . . . . . . . . . . . . . 6
NOTES TO FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF
OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
ITEM 3. DEFAULTS UPON SENIOR SECURITIES . . . . . . . . . . . . . . . . . . . . . . . 14
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K . . . . . . . . . . . . . . . . . . . . . . 15
</TABLE>
2
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
FREYMILLER TRUCKING, INC.
BALANCE SHEETS
MARCH 31, 1995 AND DECEMBER 31, 1994
<TABLE>
<CAPTION>
ASSETS 1995 1994
------ ---- ----
(UNAUDITED)
<S> <C> <C>
Current assets:
Receivables
Freight services, net $ 9,807,000 $ 9,848,000
Equipment sales, net 1,562,000 2,620,000
Other 563,000 686,000
------------- ------------
11,932,000 13,154,000
Inventories 459,000 433,000
Tires 3,086,000 3,293,000
Prepaid expenses and deposits:
Insurance 235,000 356,000
Licenses 1,010,000 42,000
Security deposits 334,000 283,000
Other 739,000 430,000
------------- ------------
2,318,000 1,111,000
------------- ------------
Other current assets 296,000 270,000
Total current assets 18,091,000 18,261,000
Property and equipment:
Land and improvements 11,000 11,000
Building and improvements 263,000 287,000
Revenue equipment 36,617,000 42,749,000
Furniture and fixtures 1,602,000 1,602,000
Other equipment 2,288,000 2,404,000
------------- ------------
40,781,000 47,053,000
Less accumulated depreciation
and amortization (14,422,000) (16,135,000)
------------- ------------
26,359,000 30,918,000
Other 7,260,000 5,815,000
------------- ------------
$ 51,710,000 $ 54,994,000
============= ============
</TABLE>
See accompanying notes.
3
<PAGE> 4
FREYMILLER TRUCKING, INC.
BALANCE SHEETS
MARCH 31, 1995 AND DECEMBER 31, 1994
<TABLE>
<CAPTION>
LIABILITIES AND SHAREHOLDERS' EQUITY 1995 1994
- - ------------------------------------ ---- ----
(UNAUDITED)
<S> <C> <C>
Current liabilities:
Cash overdraft $ 1,113,000 $ 1,521,000
Accounts payable 5,792,000 5,234,000
Short-term note payable 5,487,000 5,555,000
Current portion of long-term
debt 9,514,000 8,550,000
Current portion of capital
lease obligation 196,000 165,000
Accrued liabilities:
Employee compensation and
amounts due owner operators 1,377,000 1,207,000
Insurance costs 3,468,000 2,995,000
Other 898,000 1,083,000
----------- ------------
5,743,000 5,285,000
----------- ------------
Total current liabilities 27,845,000 26,310,000
Long-term debt 19,383,000 21,741,000
Capital lease obligation 160,000 205,000
Deferred gain on sale of
property and equipment 1,581,000 1,368,000
Accrued insurance costs 2,550,000 2,550,000
Shareholder's equity:
Common stock $.01 par value;
10,000,000 shares authorized,
2,514,500 shares issued and
outstanding 25,000 25,000
Additional paid-in capital 8,997,000 8,997,000
Retained deficit (8,432,000) (6,061,000)
----------- ------------
590,000 2,961,000
Less treasury stock of 89,500
and 25,000 shares of common
stock, at cost, respectively (399,000) (141,000)
----------- ------------
Total shareholders' equity 191,000 2,820,000
----------- ------------
$51,710,000 $ 54,994,000
=========== ============
</TABLE>
See accompanying notes.
4
<PAGE> 5
FREYMILLER TRUCKING, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
March 31
1995 1994
---- ----
<S> <C> <C>
Operating revenue $ 23,232,000 $ 24,197,000
Operating expenses:
Salaries, wages and benefits 8,458,000 8,273,000
Purchased transportation 3,507,000 1,413,000
Fuel 3,349,000 4,349,000
Supplies and maintenance 3,516,000 2,924,000
Operating leases 1,754,000 1,387,000
Depreciation and amortization 1,317,000 1,811,000
Taxes and licenses 752,000 784,000
Insurance and claims 1,573,000 1,138,000
Communications and utilities 302,000 294,000
(Gain) loss on disposition
of assets (902,000) (101,000)
Other 1,047,000 829,000
------------- --------------
24,673,000 23,101,000
------------- --------------
Operating (loss) income (1,441,000) 1,096,000
Nonoperating income (expense):
Interest expense (912,000) (934,000)
Interest income 93,000 -
------------- --------------
(819,000) (934,000)
------------- --------------
(Loss) income before provision
for income taxes (2,260,000) 162,000
Provision for income taxes 111,000 64,000
------------- --------------
Net (loss)income $ (2,371,000) $ 98,000
============= ==============
Net(loss)income per share $ (.97) $ .04
============= ==============
Weighted average number of
shares of common stock
outstanding 2,446,500 2,489,500
</TABLE>
See accompanying notes.
5
<PAGE> 6
FREYMILLER TRUCKING, INC.
CONDENSED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 1995 AND 1994
(UNAUDITED)
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net(loss)income (2,371,000) $ 98,000
Adjustments to reconcile net(loss)
income to net cash (used) provided
by operating activities:
Depreciation and amortization 1,317,000 1,811,000
Provision for deferred taxes - 63,000
(Gain) on sales of assets (902,000) (101,000)
Decrease (increase) in freight
services and other receivables 164,000 (594,000)
Decrease (increase) in inventories
and tires 181,000 (180,000)
Increase in prepaid expenses (1,207,000) (950,000)
(Increase) decrease in other
assets (1,445,000) 62,000
Increase (decrease) in accounts
payable 558,000 (121,000)
Increase (decrease) in accrued
liabilities 458,000 (166,000)
----------- ----------
Net cash (used) by operating
activities (3,247,000) (78,000)
Cash flows from investing activities:
Proceeds from disposition of
property and equipment 5,426,000 416,000
Purchase of property and equipment (37,000) (43,000)
----------- ----------
Net cash provided by investing activities 5,389,000 373,000
Cash flows from financing activities:
(Decrease)increase in cash
overdraft (408,000) 944,000
Net (repayments)borrowings under
short-term note payable (68,000) 863,000
Proceeds from long-term borrowings - 448,000
Purchase of treasury stock (258,000) -
Principal payments on long-term debt
and capital leasing obligations (1,408,000) (2,550,000)
----------- ----------
Net cash used by financing
activities (2,142,000) (295,000)
Net increase in cash - -
Cash at beginning of period - -
----------- ----------
Cash at March 31 $ - $ -
=========== ==========
</TABLE>
See Accompanying Notes
6
<PAGE> 7
FREYMILLER TRUCKING, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1995 AND 1994
1. The accompanying financial statements have not been audited. Certain
information and footnote disclosures, including significant accounting
policies, normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted. It is suggested that the accompanying financial
statements and footnotes thereto be read in conjunction with the
financial statements and footnotes included in the Company's December
31, 1994 Form 10-K. The Company believes the financial statements for
the three month period ended March 31, 1995 and 1994 include all
adjustments (which include only normal recurring adjustments)
necessary for fair presentation. Results for the three month period
may not be indicative of the results of the entire year.
2. On April 20, 1995, the Company filed a voluntary petition in the
United States Bankruptcy Court for the Western District of Oklahoma
(the "Bankruptcy Court") seeking to reorganize under Chapter 11 of the
Bankruptcy Code. The Company continues to operate its business and
property as a debtor in possession under Sections 1107 and 1108 of the
Bankruptcy Code. Pursuant to provisions of the Bankruptcy Code, the
commencement or continuation of any judicial, administrative or other
proceedings against the Company operating as a debtor in possession
relating to events occurring prior to April 20, 1995 was automatically
stayed.
The financial statements contained herein have been prepared in
accordance with generally accepted principles applicable to a going
concern and do not purport to reflect or to provide for all the
consequences of the ongoing Chapter 11 reorganization case.
Specifically, the financial statements do not present the amount which
will ultimately be paid with respect to claims and interests allowed
in the Chapter 11 reorganization case or the effect of any changes
which may be made in connection with the Company's capitalization or
operations resulting from a plan of reorganization.
7
<PAGE> 8
FREYMILLER TRUCKING, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1995 AND 1994
(CONTINUED)
2. (Continued)
Because of the ongoing nature of the reorganization case, the
financial statements contained herein are subject to material
uncertainties, the outcome of which is not presently determinable.
The financial statements contained herein may not be indicative of the
results of future operations or financial position.
Pursuant to provisions of the Bankruptcy Code, liabilities arising
prior to the filing of the petition under Chapter 11 of the Bankruptcy
Code may not be paid without prior approval of the Bankruptcy Court.
Certain pre- petition liabilities have subsequently been paid by the
Company with the prior approval of the Bankruptcy Court. These
amounts included payments to foreign vendors and governmental
agencies; pension plans; wages, salaries, insurance benefits and
expense claims of returning employees; and certain insurance claims of
nonreturning employees. The Company has begun to formulate a plan of
reorganization in connection with the bankruptcy proceedings. This
plan, among other things, will include a strategy for down-sizing the
Company.
3. The Company had an agreement with a bank expiring January 31, 1996
("the Agreement") providing for borrowings up to the lesser of 90% of
eligible accounts receivable or $10,000,000. The Agreement included a
working capital line of credit with maximum borrowings of $7,000,000
and standby letters of credit up to $3,000,000, was secured by
accounts receivable and certain other collateral and bore interest at
the bank's prime rate plus five percent.
The Agreement, among other things, required the Company to achieve
certain operating results, maintain certain financial ratios, placed
certain restrictions on the acquisition and disposition of assets,
limited additional indebtedness and prohibited the payment of cash
dividends. The Company was in default of its covenants under the
Agreement and no additional borrowings or letters of credit are
available under the Agreement.
In connection with the Company's efforts to reorganize under Chapter
11 of the U.S. Bankruptcy Code, negotiations were undertaken to
arrange debtor-in-possession ("DIP") financing with the bank.
8
<PAGE> 9
FREYMILLER TRUCKING, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1995 AND 1994
(CONTINUED)
3. (Continued)
As of the date of this filing such negotiations are continuing. If
"DIP" financing is not ultimately arranged, the Company intends to
reach an agreement with the bank in which the Company will be allowed
to use all cash in its ongoing operations while providing for adequate
collateral protection for the bank's pre-petition outstanding loan
balance to the Company. Such an agreement must be approved by the
Court as a cash collateral order. The Company's management believes
that a cash collateral order would provide at least as much current
working capital and ongoing flexibility as a "DIP" financing
arrangement. The bank's pre-petition outstanding loan balance to the
Company is approximately $7,616,000 of which $2,025,000 is unfunded
stand-by letters of credit issued under the Company's self-insurance
programs for auto liability and worker's compensation.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS
Operating revenue for the first quarter of 1995 decreased 4% from the first
quarter of 1994. The decline in revenue was primarily the result of a 4%
reduction in the Company's total tractor fleet when compared to the first
quarter of 1994, coupled with a decrease in the Company's overall rate per
mile. This decline was somewhat offset by higher equipment utilization levels
in the first quarter of 1995 compared to the same 1994 period. Average
revenues per mile decreased from $1.10 in the first quarter of 1994 to $1.08 in
the first quarter of 1995. The decreased rates were primarily attributable to
a higher percentage of freight being hauled for transportation brokers.
Brokered freight generally carries a lower revenue rate per mile to cover the
broker's commission. The Company's increased utilization of brokered freight
reflects the Company's efforts to offset reduced overall shipping volumes of
non-brokered freight during the first quarter of 1995. Equipment utilization,
however, increased from 455 miles per day per truck in the first quarter of
1994 to 459 miles per day per truck in the first quarter of 1995. This
increase in utilization was primarily attributable to the Company having an
adequate number of drivers in all of its equipment during the first quarter of
1995.
9
<PAGE> 10
FREYMILLER TRUCKING, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1995 AND 1994
(CONTINUED)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS (CONTINUED)
The Company incurred a net operating loss equal to 6.2% of revenues in the
first quarter of 1995 compared to operating income of 4.5% of revenues in the
first quarter of 1994. This decrease was primarily the result of higher
supplies and maintenance costs; higher salaries, wages and benefits expense;
and less favorable loss experience with respect to claims under the Company's
self-insurance programs as compared to the first quarter of 1994. The effect
of these increased costs was compounded by the lower margins related to the
lower revenue rates per mile in the first quarter of 1995.
Salaries, wages and benefits increased from 34.7% of revenues in the first
quarter of 1994 to 36.4% of revenues in the first quarter of 1995. This
increase was primarily attributable to the impact of a driver wage increase
implemented in the fourth quarter of 1994 in response to an industry wide
driver shortage. In addition, claims under the Company's self-insured medical
program increased approximately 32.3% from the first quarter of 1994 to the
first quarter of 1995.
Purchased transportation expense, which represents lease payments to
owner/operators, increased from 5.8% of revenues in the first quarter of 1994
to 15.1% of revenues in the first quarter of 1995. The Company expanded its
owner/operator fleet from 8.2% of the total fleet in the first quarter of 1994
to 43.9% of the total fleet in the first quarter of 1995. Owner/operators are
paid on a per mile basis. First quarter 1995 total owner/operator miles were
up 3,720,000 miles or 207.6% over the first quarter of 1994. The Company
intends to continue to expand its owner/operator fleet as part of the Company's
effort to reduce its capital requirements (owner/operators own their tractors)
and to maintain lower relative equipment debt levels.
The Company's fuel expense decreased from 18.0% of revenues in the first
quarter of 1994 to 14.4% of revenues in the first quarter of 1995. This
decrease was primarily due to the higher percentage of the fleet being
represented by owner/operators who pay for their own fuel as discussed above.
Additionally, the Company was successful in reducing unaccounted miles by
approximately 6% in the first quarter of 1995 compared to the same 1994
quarter.
10
<PAGE> 11
FREYMILLER TRUCKING, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1995 AND 1994
(CONTINUED)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS (CONTINUED)
Supplies and maintenance costs increased from 12.1% of revenues in the first
quarter of 1994 to 15.1% of revenues in the first quarter of 1995. This
increase was primarily the result of the Company's decision to suspend its two
year tractor replacement program. The Company currently runs its tractors for
500,000 miles versus a former target of 350,000 miles. The Company initially
believed that the savings to be obtained from lower debt service requirements
would more than offset the increase in the maintenance expense over a two to
three year period. However, the maintenance expense in older equipment has
escalated at a more rapid pace than anticipated by management.
Insurance and claims expense increased from 4.7% of revenues in the first
quarter of 1994 to 6.8% of revenues in the first quarter of 1995. This
increase was primarily attributable to a less favorable loss experience with
respect to the Company's self-insurance programs in the first quarter of 1995
compared to the same 1994 period.
Other expenses increased from 3.4% of revenues in the first quarter of 1994 to
4.5% of revenues in the first quarter of 1995. This increase was primarily the
result of an increase in costs incurred to recruit drivers and a slight
increase in reserves for bad debt expense related to customer receivables.
Operating leases, depreciation and amortization and communications and
utilities remained relatively consistent as a percentage of revenues in 1995
compared to the first quarter of 1994.
Interest expense also remained consistent at 3.9% of revenues for the first
quarter of 1995 despite the Company reducing its average outstanding debt by
approximately $6,000,000 from the first quarter of 1994 to the first quarter of
1995. The interest savings related to a lower average outstanding debt balance
was largely offset by a higher average interest rate being charged on the
Company's working capital line of credit.
11
<PAGE> 12
FREYMILLER TRUCKING, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1995 AND 1994
(CONTINUED)
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 1995, the Company had outstanding installment obligations secured
by equipment totaling $26,755,000 bearing interest at 5.025% to 12.5% and
maturing at various dates through 1999. The Company also has a mortgage loan
secured by real estate with an outstanding balance of $1,551,000 bearing
interest at 11.10% and maturing in 1995. The Company has $591,000 in
miscellaneous installment obligations at various interest rates maturing in
1995. In addition, the Company has certain of its computer equipment under a
capital lease arrangement. At March 31, 1995, the capital lease obligation
totaled $356,000. The total term debt outstanding, including the capital lease
obligation, was $29,253,000 at March 31, 1995, of which $9,710,000 was
classified as current maturities due within one year. As a result of the
bankruptcy petition discussed elsewhere herein, the Company has suspended
payments and is in default on all of these installment obligations.
In addition to its equipment financing, the Company had a line of credit
agreement with a bank("the Agreement"), secured by the Company's accounts
receivable and certain other collateral, for maximum borrowings of $10,000,000
bearing interest at the lender's prime rate plus five percent (currently
14.00%) and expiring on January 31, 1996. This facility provided a $7,000,000
working capital line of credit and standby letters of credit up to $3,000,000.
The Agreement, among other things, required the Company to achieve certain
operating results, maintain certain financial ratios, placed certain
restrictions on the acquisition and disposition of assets, limited additional
indebtedness and prohibited the payment of cash dividends. The Company was in
default of its covenants under the Agreement and no additional borrowings or
letters of credit are available under the Agreement.
The Company has experienced operating and net losses in each of the last four
years. In the first quarter of 1995, the Company incurred an operating loss of
$1,441,000 and a net loss of $2,371,000. These losses resulted in a negative
cash flow from operations of $3,247,000. Proceeds from the disposition of
property and equipment totaled $5,426,000 of which $1,408,000 was used to make
principal payments on long-term debt and capital lease obligations. An
additional $258,000 was used to purchase treasury stock during the quarter.
12
<PAGE> 13
FREYMILLER TRUCKING, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1995 AND 1994
(CONTINUED)
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
On April 20, 1995, the Company filed a voluntary petition in the United States
Bankruptcy Court for the Western District of Oklahoma (the "Bankruptcy Court")
seeking to reorganize under Chapter 11 of the Bankruptcy Code. In connection
with the Company's efforts to reorganize, negotiations were undertaken to
arrange debtor-in-possession ("DIP") financing with the bank.
As of the date of this filing such negotiations are continuing. If "DIP"
financing is not ultimately arranged, the Company intends to reach an agreement
with the bank in which the Company will be allowed to use all cash in its
ongoing operations while providing for adequate collateral protection for the
bank's pre-petition outstanding loan balance to the Company. Such an agreement
must be approved by the Court as a cash collateral order. The Company's
management believes that a cash collateral order would provide at least as much
current working capital and ongoing flexibility as a "DIP" financing
arrangement. The bank's pre-petition outstanding loan balance to the Company
is approximately $7,616,000 of which $2,025,000 is unfunded stand-by letters of
credit issued under the Company's self-insurance programs for auto liability
and worker's compensation.
The Company has begun to formulate a plan of reorganization in connection with
the filing of the petition under Chapter 11 of the Bankruptcy Code. Pursuant to
provisions of the Bankruptcy Code, pre-petition payment obligations have been
suspended while post-petition payment obligations are required to be met on an
ongoing basis. To address these obligations, the plan of reorganization will
include, among other things, a strategy for down-sizing the Company. The
success of the plan will depend on the Company's ability to maintain a
sufficient market position and good relationships with customers, vendors and
employees while implementing the down-sizing strategy.
13
<PAGE> 14
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
As reported in the Company's Current Report on Form 8-K dated as of April 20,
1995 and as discussed elsewhere herein, the Company filed on April 20, 1995 a
voluntary petition in the United States Bankruptcy Court for the Western
District of Oklahoma (the "Bankruptcy Court") seeking to reorganize under
Chapter 11 of the Bankruptcy Code. The Company continues to operate its
business and property as a debtor in possession under Sections 1107 and 1108 of
the Bankruptcy Code. Pursuant to provisions of the Bankruptcy Code, the
commencement or continuation of any judicial, administrative or other
proceedings against the Company operating as a debtor in possession relating to
events occurring prior to April 20, 1995 were automatically stayed.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
As discussed elsewhere herein, the Company had a line of credit agreement with
a bank ("the Agreement"), secured by the Company's accounts receivable and
certain other collateral, for a maximum borrowings of $10,000,000 consisting of
a $7,000,000 working capital line of credit and standby letters of credit up to
$3,000,000. The Company's pre-petition outstanding loan balance under the
Agreement was approximately $7,616,000 of which $2,025,000 was unfunded
stand-by letters of credit issued under the Company self-insurance program for
auto liability and workers' compensation.
The Company was in default under certain of its covenants in connection with
the Agreement, and no additional borrowings or letters of credit are available
under the Agreement. For more information concerning negotiations with the
bank relating to the Company's compliance with its covenants under the
Agreement, see "Management's Discussion and Analysis of Financial Condition and
Results of Operations - Liquidity and Capital Resources" and Note 3 of Notes to
the Financial Statement of the Company.
The Company also has outstanding secured term debt, including capital lease
obligations, totaling approximately $29,208,000 and significant pre-petition
unsecured obligations. As a result of the bankruptcy, the Company has
suspended payment on the pre-petition obligations and is in default.
14
<PAGE> 15
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
The following exhibit is filed as part of this Quarterly Report of Form
10-Q:
<TABLE>
<CAPTION>
No. Description
<S> <C>
27.1 Financial Data Schedule
</TABLE>
(b) Reports on Form 8-K.
During the quarter ended March 31, 1995, the Company filed two
Current Reports on Form 8-K.
A Current Report on Form 8-K dated as of January 4, 1995 was filed to
report the closing of certain equipment sale and equipment sale/leaseback
transactions, the restructuring of certain terms of the Company's bank
credit facility, and certain other transactions in connection with a
consulting agreement.
A Current Report on Form 8-K dated as of January 17, 1995 was filed to
report certain changes in the composition of the Company's management.
15
<PAGE> 16
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.
FREYMILLER TRUCKING, INC.
BY: /s/ DON H. FREYMILLER
---------------------
DON H. FREYMILLER
PRESIDENT
AND CHIEF EXECUTIVE OFFICER
BY: /s/ RICHARD E. KUEHN
--------------------
RICHARD E. KUEHN
EXECUTIVE VICE PRESIDENT
AND CHIEF FINANCIAL OFFICER
16
<PAGE> 17
EXHIBIT INDEX
<TABLE>
<CAPTION>
NO. DESCRIPTION
- - --- -----------
<S> <C>
27.1 Financial Data Schedule
</TABLE>
17
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S BALANCE SHEET AS OF MARCH 31, 1995 AND STATEMENT OF OPERATIONS FOR THE
THREE MONTHS ENDED MARCH 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS INCLUDED IN THE COMPANY'S FORM 10Q FILING FOR THE
1ST QUARTER OF 1995.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> MAR-31-1995
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 11,932
<ALLOWANCES> 0
<INVENTORY> 459
<CURRENT-ASSETS> 17,998
<PP&E> 40,781
<DEPRECIATION> 14,422
<TOTAL-ASSETS> 51,617
<CURRENT-LIABILITIES> 27,752
<BONDS> 19,543
<COMMON> 25
0
0
<OTHER-SE> 166
<TOTAL-LIABILITY-AND-EQUITY> 51,617
<SALES> 0
<TOTAL-REVENUES> 23,232
<CGS> 0
<TOTAL-COSTS> 24,673
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 819
<INCOME-PRETAX> (2,260)
<INCOME-TAX> 111
<INCOME-CONTINUING> (2,371)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,371)
<EPS-PRIMARY> (.97)
<EPS-DILUTED> (.97)
</TABLE>
