0000700674-95-000009.txt : 19950809 0000700674-95-000009.hdr.sgml : 19950809 ACCESSION NUMBER: 0000700674-95-000009 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19950608 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950808 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: AIR EXPRESS INTERNATIONAL CORP /DE/ CENTRAL INDEX KEY: 0000700674 STANDARD INDUSTRIAL CLASSIFICATION: ARRANGEMENT OF TRANSPORTATION OF FREIGHT & CARGO [4731] IRS NUMBER: 362074327 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08306 FILM NUMBER: 95559629 BUSINESS ADDRESS: STREET 1: 120 TOKENEKE RD PO BOX 1231 CITY: DARIEN STATE: CT ZIP: 06820 BUSINESS PHONE: 2036557900 MAIL ADDRESS: STREET 1: 120 TOKENEKE RD STREET 2: P O BOX 1231 CITY: DARIEN STATE: CT ZIP: 06820 8-K/A 1 CURRENT REPORT FORM 8-K/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A AMENDMENT NO. 1 TO CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 8, 1995 Air Express International Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 1-8306 36-2074327 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.) 120 Tokeneke Road, Darien, Connecticut 06820 (Address of Principal Executiv (Zip Code) (203) 655-7900 (Registrant's telephone number, including area code) N/A (Former Name or Former Address, if Changed Since Last Report) Page 1 of 4 pages Exhibit Index on page 4 Item 7. Financial Statements and Exhibits a) Financial statements of business acquired. 1) Consolidated financial statements of Radix for the fiscal year ended July 31, 1994 (Audited). 2) Consolidated financial statements of Radix for the nine months ended April 30, 1995 (Unaudited). The above financial statements have been previously filed by Radix with the Securities and Exchange Commission under Commission number 2-94692. Therefore, the information required by (a) is incorporated by reference to the financial statements contained in these filings; which financial statements are also included as exhibits to this report. The related 10-K and 10-Q filings of Radix in which such financial statements are contained are expressly not incorporated by reference. b) Pro forma financial information. The following pro forma financial information of AEI is included in the exhibits hereto as indicated: 1) AEI pro forma condensed consolidated balance sheet as of March 31, 1995 (Unaudited) - EX99-D. 2) AEI pro forma condensed consolidated statement of operations for the year ended December 31, 1994 (Unaudited) - EX99-E. 3) AEI pro forma condensed consolidated statement of operations for the three month period ended March 31, 1995 (Unaudited) - EX99-F. 4) AEI notes to pro forma condensed consolidated financial statements - EX99-G. (2) 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. Air Express International Corporation (Registrant) Date: August 8, 1995 /s/ Dennis M. Dolan Vice President and Chief Financial Officer (Principal Financial Officer) (3) Exhibit Index EX99-D AEI pro forma condensed consolidated balance sheet as of March 31, 1995 (Unaudited). EX99-E AEI pro forma condensed consolidated statement of operations for the year ended December 31, 1994 (Unaudited). EX99-F AEI pro forma condensed consolidated statement of operations for the three month period ended March 31, 1995 (Unaudited). EX99-G AEI notes to pro forma condensed consolidated financial statements. (4) EX-99 2 EX-99-D PROFORMA CONSOL BALANCE SHEET
AIR EXPRESS INTERNATIONAL CORPORATION AND SUBSIDIARIES PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited) March 31, 1995 (000) Air Express Purchase International RADIX Accounting 03/31/95 04/30/95 Adjustments Pro forma ASSETS Current Assets: Cash $ 41,384 $ 1,686 (1)$ (500) $ 42,570 Accounts receivable-net 207,586 31,223 - 238,809 Other current assets 3,724 814 (1) (146) 4,392 Total current assets 252,694 33,723 (646) 285,771 Property,plant and equipment - net 45,184 3,019 (1) (757) 47,446 Goodwill 54,239 - (1) 24,781 79,020 Other 36,775 1,267 (1) 831 38,873 Total assets $388,892 $ 38,009 $24,209 $451,110 LIABILITIES Current Liabilities: Current portion of long-term debt $ 2,518 $ 1,343 $ - $ 3,861 Bank overdrafts payable 1,228 - - 1,228 Transportation payables 98,051 - - 98,051 Accounts payable 38,384 31,449 - 69,833 Accrued liabilities 53,957 995 (1) 4,531 59,483 Total current liabilities 194,138 33,787 4,531 232,456 Long-term debt 86,278 - - 86,278 Other liabilities 3,390 410 (1) (410) 3,390 Total liabilities 283,806 34,197 4,121 322,124 Stockholders' investment 105,086 3,812 (1) 20,088 128,986 Total liabilities and equity $388,892 $ 38,009 $24,209 $451,110 EX99-D
EX-99 3 EX99-E PROFORMA STATEMENT OF OPERATIONS
AIR EXPRESS INTERNATIONAL CORPORATION AND SUBSIDIARIES PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) Year Ended December 31, 1994 (In thousands, except per share amounts) Air Express Purchase International RADIX Accounting 12/31/94 01/31/95 Adjustments Pro forma Revenues $997,379 $75,866 $ - $1,073,245 Operating expenses: Transportation 707,338 44,168 - 751,506 Terminal 151,769 19,591 - 171,360 Selling, general and administrative 100,027 10,903 (2) (380) 110,550 Operating income 38,245 1,204 380 39,829 Other income (expense): Interest expense, net (3,201) (346) - (3,547) Other, net 1,735 - - 1,735 (1,466) (346) - (1,812) Income before provision for income taxes 36,779 858 380 38,017 Provision for income taxes 14,160 289 (3) 390 14,839 Net income $ 22,619 $ 569 $ (10) $ 23,178 Income per common share: Primary $ 1.28 $ 1.25 Fully diluted $ 1.21 $ 1.19 Weighted average number of common shares (000): Primary 17,630 18,610 Fully diluted 21,036 22,016 EX99-E
EX-99 4 EX99-F PROFORMA STMNT OF OPERATIONS
AIR EXPRESS INTERNATIONAL CORPORATION AND SUBSIDIARIES PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) Three Months Ended March 31, 1995 (In thousands, except per share amounts) Air Express Purchase International RADIX Accounting 03/31/95 04/30/95 Adjustments Pro forma Revenues $284,073 $18,882 $ - $302,955 Operating expenses: Transportation 203,259 10,606 - 213,865 Terminal 43,627 5,258 - 48,885 Selling, general and administrative 28,602 2,948 (2) (95) 31,455 Operating income 8,585 70 95 8,750 Other income (expense): Interest expense, net (667) (38) - (705) Other, net 386 - - 386 (281) (38) - (319) Income before provision for income taxes 8,304 32 95 8,431 Provision for income taxes 3,191 8 (3) 98 3,297 Net income $ 5,113 $ 24 $ (3) $ 5,134 Income per common share: Primary $ .29 $ .27 Fully diluted $ .28 $ .26 Weighted average number of common shares (000): Primary 17,833 18,813 Fully diluted 21,204 22,184 EX99-F
EX-99 5 EX-99-G NOTES - PRO FORMA FINANCE STMNT AIR EXPRESS INTERNATIONAL CORPORATION AND SUBSIDIARIES NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) A) Basis of Presentation: Effective June 8, 1995, AEI acquired all the outstanding common shares of Radix for a total purchase price of approximately $24.4 million. The acquisition was accounted for as a purchase with the assets acquired and liabilities assumed recorded at fair values, and the results of Radix's operation included in AEI's consolidated financial statements from the date of acquisition. The accompanying condensed consolidated financial statements illustrate the effect of the acquisition on AEI's financial position and results of operations on a pro forma basis. The condensed consolidated balance sheet is based upon the historical balance sheets of AEI and Radix and assumes that the acquisition took place at March 31, 1995. The condensed consolidated statement of operations for the year ended December 31, 1994 and the three months ended March 31, 1995 are based upon the historical statements of operations for AEI and Radix. The pro forma condensed consolidated statement of operations assumes the acquisition took place on January 1, 1994. Certain items in Radix's historical financial statements were reclassified to conform with AEI's financial statement classifications. The pro forma condensed consolidated financial statements may not be indicative of the actual results of the acquisition. In particular, the pro forma condensed consolidated financial statements are based upon management's current estimate of the allocation of the purchase price which may differ from the actual allocation. B) Pro Forma Adjustments: 1) To reflect the acquisition of Radix and the allocation of the purchase price on the basis of the fair values of the assets acquired and liabilities assumed. The components of the purchase price and its allocation to the assets and liabilities of Radix are as follows: Components of purchase price:
Cash paid to Radix shareholders .................. $ 500 Stock issued to Radix shareholders ............... 23,900 Total .......................................... $ 24,400
Allocation of purchase price:
Stockholders' investment ......................... $ (3,812) Decrease in intangibles .......................... 581 Increase in deferred taxes ....................... (1,326) Decrease in property, plant and equipment - net .. 757 Increase in liabilities .......................... 4,181 Goodwill ....................................... $ 24,781
Year Ended Three Months Ended December 31, 1994 March 31, 1995 (2) Adjustments to selling, general and administrative: Amortization of goodwill over 40 years ...... $ (620) $ (155) Elimination of Radix headquarter expenses ... 1,000 250 $ 380 $ 95
(3) To adjust tax expense to reflect the income tax effects at AEI's effective tax rate of the pro forma adjustments to income before income taxes, after consideration of the nondeductibility of goodwill amortization. EX99-G