FRITZ COMPANIES INC
8-K, 1996-10-10
ARRANGEMENT OF TRANSPORTATION OF FREIGHT & CARGO
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT


                     PURSUANT TO SECTION 13 OF 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)                OCTOBER 9, 1996
                                                 -------------------------------


                              FRITZ COMPANIES, INC.
- - --------------------------------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



<TABLE>
<S>                                      <C>                           <C>
          DELAWARE                            0-20548                      94-3083515
- - ------------------------------------------------------------------------------------------
(STATE OR OTHER JURISDICTION             (COMMISSION FILE                (IRS EMPLOYER
      OF INCORPORATION)                       NUMBER)                  IDENTIFICATION NO.)
</TABLE>

706 MISSION STREET, SAN FRANCISCO, CALIFORNIA                              94103
- - --------------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                              (ZIP CODE)



REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE                (415) 904-8360
                                                   -----------------------------


                                  INAPPLICABLE
- - --------------------------------------------------------------------------------
          (FORMER NAME OR FORMER ADDRESS IF CHANGED SINCE LAST REPORT)
<PAGE>   2
Item 5.                    Other Events

                           On October 9, 1996, the Company issued a press
                           release relating to its earnings for the first
                           quarter of fiscal 1997.

Item 7.                    Financial Statement and Exhibits

                  (c)      See the attached Exhibit Index.
<PAGE>   3
                                   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 hereunto duly authorized.

                                                FRITZ COMPANIES, INC.



                                                By /s/
                                                  ----------------------------
                                                       Ronald W. Womack
                                                   Vice President - Finance

Dated:  October 9, 1996
<PAGE>   4
<TABLE>
<CAPTION>
                                  EXHIBIT INDEX

NUMBER             EXHIBIT                                     PAGE
- - ------             -------                                     ----
<S>                <C>                                         <C>
99.1                Press release dated October 9, 1996.        5
</TABLE>

<PAGE>   1
[FRITZ COMPANIES LOGO]                                              NEWS RELEASE

                                     706 MISSION STREET, SAN FRANSISCO, CA 94103

                FRITZ ANNOUNCES FIRST FISCAL QUARTER RESULTS FOR
                       THREE MONTHS ENDED AUGUST 31, 1996

    San Francisco, October 9, 1996: Fritz Companies, Inc., announced that for
the first quarter of fiscal year 1997, revenue increased 1.5% to $270.5 million
from $266.4 million for the comparable period year before and net revenue
increased 12.1% to $129.7 million from $115.7 million for the same period. The
increased revenue was primarily due to warehousing and distribution, and customs
brokerage. Warehousing and distribution revenue increased due to the Company's
continued expansion of overseas and domestic services, from existing integrated
logistics customers, from acquisitions and the Company's continued expansion of
its warehouse facilities. In addition, warehouse and distribution revenue and
net revenue includes the recognition of approximately $3 million for logistics
services provided to a customer through an agent as discussed in Form 10-Q/A of
the third quarter of fiscal year 1996 in Note 5 Adjustment Related to
Restatement. The increased customs brokerage is attributable to growth in the
Company's existing customer base, new clients and acquisitions. Airfreight
revenue decreased as a result of the absence of charters for a client to Latin
America and lost clients which was only partially offset by new clients.
However, the Company continued to experience higher margins due to increased
volumes from the merger with Intertrans Corporation, acquisitions, and as a
result of lower destination costs.

    The following table shows the revenue, and net revenue, in thousands of
dollars and percentages attributable to the Company's principal logistics
services during the periods indicated:

<TABLE>
<CAPTION>
                                              THREE MONTHS ENDED AUGUST 31,
                                     -----------------------------------------------
                                       1996           %           1995           %
                                     --------       -----       --------       -----
<S>                                  <C>            <C>         <C>            <C>  
REVENUE:
  Customs brokerage                  $ 40,884        15.1       $ 36,556        13.7
  Ocean freight forwarding             80,795        29.9         80,020        30.1
  Airfreight forwarding               114,988        42.5        128,235        48.1
  Warehousing and distribution         33,823        12.5         21,555         8.1
                                     --------       -----       --------       -----
    Total revenue                    $270,490       100.0       $266,366       100.0
                                     ========       =====       ========       =====

NET REVENUE:
  Customs brokerage                  $ 40,884        31.5       $ 36,556        31.6
  Ocean freight forwarding             28,149        21.7         28,541        24.7
  Airfreight forwarding                34,137        26.3         34,193        29.5
  Warehousing and distribution         26,547        20.5         16,414        14.2
                                     --------       -----       --------       -----
      Total net revenue              $129,717       100.0       $115,704       100.0
                                     ========       =====       ========       =====
</TABLE>

    Operating expenses increased 21.2% for the first quarter of fiscal year 1997
over the year ago quarter. Salaries and related costs increased due to an
increase in the number of employees, higher salary levels and workers'
compensation insurance premium adjustments. General and administrative expenses
increased due to expenditures to support the Company's expansion, including
warehouse-related expenses. In addition, there was an increase in travel and
entertainment and professional services expenditures; which are not ordinary to
the operations of a specific quarter. The increased travel and entertainment
cost was due to the Company's biennial worldwide managers' meeting. Professional
services costs increased due to higher legal expenses and consulting fees.

    The Company's cash and equivalents as of August 31, 1996 were $75.6 million
down from $86.5 million at May 31, 1996. This decrease was largely due to
capital expenditures of $9.5 million and cash outlays of $8.0 million for
interests in companies acquired during fiscal 1996.


                    A LEADER IN GLOBAL INTEGRATED LOGISTICS
<PAGE>   2
                              FRITZ COMPANIES, INC.
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                        THREE MONTHS ENDED AUGUST 31,
                                                        -----------------------------
                                                            1996             1995
                                                          ---------        --------
<S>                                                       <C>              <C>     
REVENUE                                                   $ 270,490        $266,366
FREIGHT CONSOLIDATION COSTS                                 140,773         150,662
                                                          ---------        --------
NET REVENUE                                                 129,717         115,704
                                                          ---------        --------
OPERATING EXPENSES:
  Salaries and related costs                                 71,634          61,632
  General and administrative                                 45,720          35,173
                                                          ---------        --------
    Total operating expenses                                117,354          96,805
                                                          ---------        --------

INCOME FROM OPERATIONS                                       12,363          18,899
OTHER INCOME (EXPENSE)--NET                                    (377)            479
                                                          ---------        --------
INCOME BEFORE TAXES ON INCOME                                11,986          19,378
TAXES ON INCOME                                               4,195           6,782
                                                          ---------        --------

NET INCOME                                                $   7,791        $ 12,596
                                                          =========        ========


Net income per share - primary                            $    0.22        $   0.36
                                                          =========        ========

Weighted average shares outstanding - primary                35,734          35,154
                                                          =========        ========

Net income per share - fully diluted                      $    0.22        $   0.36
                                                          =========        ========

Weighted average shares outstanding - fully diluted          35,805          35,386
                                                          =========        ========
</TABLE>

    Fritz Companies, Inc., is a leader in international transportation logistics
and related information services for importers and exporters worldwide. The
Company's principal services include logistic management, customs brokerage,
international air and ocean freight consolidation, and forwarding, warehousing
and distribution, and other value-added services for the global movement of
goods and logistics information.

    Fritz Companies, Inc., is headquartered at 706 Mission Street, San
Francisco, CA 94103, telephone 415/904-8360 (www.fritz.com). The Company's
shares are traded on the NASDAQ Exchange, symbol FRTZ.


     CONTACT:           Fritz Companies, Inc.
                        Will Clark, 415/904-8138


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