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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) JULY 24, 1996
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FRITZ COMPANIES, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-20548 94-3083515
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(STATE OR OTHER JURISDICTION (COMMISSION FILE (IRS EMPLOYER
OF INCORPORATION) NUMBER) IDENTIFICATION NO.)
706 MISSION STREET, 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
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INAPPLICABLE
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(FORMER NAME OR FORMER ADDRESS IF CHANGED SINCE LAST REPORT)
EXHIBIT INDEX LOCATED ON PAGE 4
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Item 5. Other Events
On July 24, 1996, the Company issued a press release relating
to its earnings for the fourth quarter of fiscal 1996.
Item 7. Financial Statement and Exhibits
(c) See attached Exhibit Index.
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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/ JOHN H. JOHUNG
-------------------------
John H. Johung, Executive Vice President
and Chief Financial Officer
Dated: July 26, 1996
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EXHIBIT INDEX
Number Exhibit Page
1.1 Press release dated July 24, 1996. 5
<PAGE> 1
[FRITZ COMPANIES LETTERHEAD]
FRITZ ANNOUNCES RESULTS FOR FOURTH QUARTER
AND FISCAL YEAR ENDED MAY 31, 1996
SPECIAL CHARGES RESULT IN RESTATEMENT OF THIRD QUARTER
SAN FRANCISCO, CALIFORNIA, JULY 24, 1996 -- Fritz Companies, Inc.
(NASDAQ: FRTZ) announced today that a one-time special charge against earnings
related to its 1995 merger with Intertrans Corporation, increased new business
expenses, and a shortfall in anticipated net revenue would result in a loss of
$3.4 million or ($0.10) per share for its fiscal fourth quarter ended May 31,
1996. This compares to earnings of $7.1 million or $0.21 per share in the
comparable period last year. The earnings per share figures are based on 34.5
million weighted average shares outstanding in fiscal year 1995 and 34.8
million weighted average shares outstanding in fiscal year 1996.
Revenue for the fourth quarter 1996 was $260.3 million, up 8.8% from
$239.2 million for the comparable period last year, and net revenue (which
represents revenue less direct transportation costs) increased 19.6% to $119.0
million from $99.5 million in the comparable period last year.
The Company also said that it would take additional Intertrans merger
costs of $4.6 million and other charges of $6.4 million totaling $11.0 million
for the third quarter 1996, resulting in a restatement of earnings for the
period.
Said Lynn C. Fritz, Chairman, President and Chief Executive Officer of
Fritz Companies, Inc.; "While we have achieved virtually all of the strategic
synergies expected in our merger with Intertrans, we underestimated final costs
related to the full integration of our two companies. We also erred in
adopting the Intertrans accounting system, as it has proven inadequate,
especially given our rapid growth. Our business fundamentals remain strong,
and we continue to be the industry leader. We have identified and are
implementing aggressive corrective measures which we believe will prevent a
recurrence of these disappointing surprises."
Fritz added, "We are confident that we will resume our historical
track record of solid, uninterrupted earnings growth. Our pipelines for
acquisitions and new customers are flowing."
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Specific factors affecting the fourth quarter were as follows. The
Company is taking a merger cost of $10.0 million and other charges of $1.5
million totaling $11.5 million against current earnings, including certain bad
debts, systems integration expenses, and additional lease and agent
terminations. The charge also includes greater than anticipated severance
expenses related to the Company's decision to reduce headcount by approximately
200 more people than was initially anticipated. The remaining shortfall is
also attributable to the rate of growth of expenses, such as investment in
attracting and implementing new supply chain management customers, exceeding
the rate of growth of revenue.
Fritz continued, "While several new customers came on board late in
the year, we expect that related revenues will kick in during fiscal 1997.
Unfortunately, they did not come in time to offset the increased growth in
expenses in the fourth quarter."
For the twelve months ended May 31, 1996, the Company posted net
income of $25.0 million or primary and fully diluted earnings of $0.70 on 35.8
million average shares outstanding, compared to $32.3 million in net income or
primary and fully diluted earnings of $1.00 and $0.99 per share on 32.4 million
and 32.5 million average shares outstanding in the comparable period last year,
respectively.
The Company posted revenue of $1,044 million for the twelve months
ended May 31, 1996, up 19.9% from $871 million in the comparable period last
year, and net revenue (which represents revenue less direct transportation
costs) of $458 million, up 25.0% from $366 million in the comparable period
last year.
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.
For more information, contact:
John H. Johung
Chief Financial Officer
Fritz Companies, Inc.
415-904-8330
or
Paul Verbinnen/Judy Brennan
Sard Verbinnen & Co.
212-687-8080
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FRITZ COMPANIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Unaudited
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
FEBRUARY 29, FEBRUARY 28, FEBRUARY 29, FEBRUARY 28,
------------- ------------ ------------ ------------
1996 1995 1996 1995
------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
REVENUES $ 241,096 $ 236,972 $ 783,564 $ 631,688
FREIGHT CONSOLIDATION COSTS 137,285 139,197 445,054 364,713
------------- ------------ ------------ ------------
NET REVENUES 103,811 97,775 338,510 266,975
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OPERATING EXPENSES:
Salaries and related costs 56,725 52,722 180,777 144,671
General and administrative 36,919 31,322 109,245 83,138
Merger expenses 4,600 0 4,600 0
------------- ------------ ------------ ------------
Total expenses 98,244 84,044 294,622 227,809
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INCOME FROM OPERATIONS 5,567 13,731 43,888 39,166
OTHER INCOME (EXPENSE) - NET (714) (136) (162) (824)
------------- ------------ ------------ ------------
INCOME BEFORE TAXES ON INCOME 4,853 13,595 43,726 38,342
INCOME TAXES 1,699 4,722 15,304 13,176
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NET INCOME $ 3,154 $ 8,873 $ 28,422 $ 25,166
============= ============ ============ ============
Weighted average shares outstanding - Primary 35,932 32,698 35,323 31,646
Earnings per share - primary $ 0.09 $ 0.27 $ 0.80 $ 0.80
Weighted average shares outstanding - fully diluted 35,972 32,964 35,469 31,795
Earnings per share - fully diluted $ 0.09 $ 0.27 $ 0.80 $ 0.79
</TABLE>
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FRITZ COMPANIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Unaudited
<TABLE>
<CAPTION>
THREE MONTHS ENDED TWELVE MONTHS ENDED
MAY 31, MAY 31,
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1996 1995 1996 1995
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<S> <C> <C> <C> <C>
REVENUES $ 260,294 $ 239,215 $ 1,043,858 $ 870,903
FREIGHT CONSOLIDATION COSTS 141,236 139,703 586,290 504,416
------------ ------------ ------------ ------------
NET REVENUES 119,058 99,512 457,568 366,487
------------ ------------ ------------ ------------
OPERATING EXPENSES:
Salaries and related costs 68,466 55,814 249,243 200,485
General and administrative 45,866 32,219 155,111 115,357
Merger expenses 9,955 0 14,555 0
------------ ------------ ------------ ------------
Total expenses 124,287 88,033 418,909 315,842
------------ ------------ ------------ ------------
INCOME FROM OPERATIONS (5,229) 11,479 38,659 50,645
OTHER INCOME (EXPENSE) - NET (34) (600) (196) (1,424)
------------ ------------ ------------ ------------
INCOME (LOSS) BEFORE TAX EXPENSE (BENEFIT) (5,263) 10,879 38,463 49,221
INCOME TAX EXPENSE (BENEFIT) (1,842) 3,735 13,462 16,911
------------ ------------ ------------ ------------
NET INCOME (LOSS) $ (3,421) $ 7,144 $ 25,001 $ 32,310
============ ============ ============ ============
Weighted average shares outstanding - Primary 34,791 34,512 35,747 32,362
Earnings per share - primary $ (0.10) $ 0.21 $ 0.70 $ 1.00
Weighted average shares outstanding - fully diluted 34,791 34,754 35,796 32,535
Earnings per share - fully diluted $ (0.10) $ 0.21 $ 0.70 $ 0.99
</TABLE>
