-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WCRy64DSE9TGX8z4X/v+A5JpYrgPJYtSQDDWYHfD1V2r+A0ydrsll5II7ycHgkZF qJ+8U70DGuwkrddUkWoPDA== 0000908834-96-000165.txt : 19960829 0000908834-96-000165.hdr.sgml : 19960829 ACCESSION NUMBER: 0000908834-96-000165 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19960828 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN GROUP INC CENTRAL INDEX KEY: 0000906609 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 222902315 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-13586 FILM NUMBER: 96621840 BUSINESS ADDRESS: STREET 1: 2746 OLD U S 20 W STREET 2: PO BOX 1168 CITY: ELKHART STATE: IN ZIP: 46514 BUSINESS PHONE: 2192952200 10-Q/A 1 RESTATED FINANCIAL STATEMENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------------------------ FORM 10-Q/A1 (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES - ------- EXCHANGE ACT OF 1934 For the period ended June 30, 1996 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-13586 THE MORGAN GROUP, INC. - -------------------------------------------------------------------------------- Delaware 22-2902315 - -------------------------------------------------------------------------------- (State of other jurisdiction of (I.R.S. Employer identification no.) of incorporation or organization) 2746 Old U.S. 20 West Elkhart, Indiana 46514-1168 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (219) 295-2200 - -------------------------------------------------------------------------------- (Registrant's telephone number, include area code) Not applicable - -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) 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 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. X Yes No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date. Common Stock, $0.15 Par Value: Class A - 1,499,960 shares as of June 30, 1996 Class B - 1,200,000 shares as of June 30, 1996 The Morgan Group, Inc. INDEX PAGE NUMBER PART I FINANCIAL INFORMATION This amended Form 10-Q is filed to correct information previously filed under Item 1 of Form 10-Q for the quarter ended June 30, 1996, appearing on the Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 1995. Item 1 Financial Statements (Unaudited) Condensed Consolidated Balance Sheets as of June 30, 1996 and December 31, 1995 2 - 3 Condensed Consolidated Statements of Operations for the Three and Six Month Periods Ended June 30, 1996 and 1995 4 Condensed Consolidated Statements of Cash Flows for the Six Month Periods Ended June 30, 1996 and 1995 5 Notes to Condensed Consolidated Financial Statements as of June 30, 1996 6 - 8 PART I FINANCIAL INFORMATION Item 1 Financial Statements The Morgan Group, Inc. and Subsidiaries Condensed Consolidated Balance Sheets June 30 Dec. 31, 1996 1995 ---------- --------- (Unaudited) (Note) (Dollars in thousands) Assets Current assets: Cash and cash equivalents $1,243 $2,851 Trade accounts receivable, less allowance for doubtful accounts of $50,000 in 1996 and $102,000 in 1995 14,012 11,285 Accounts receivable, other 709 514 Prepaid expenses and other current assets 2,448 2,875 Deferred income taxes 586 586 --- --- Total current assets 18,998 18,111 Property and equipment, net 6,658 6,902 Intangible assets, net 5,072 5,285 Other assets 664 497 --- --- Total assets $31,392 $30,795 ======= ======= The Morgan Group, Inc. and Subsidiaries Condensed Consolidated Balance Sheets (continued) June, 30 Dec. 31, 1996 1995 ---------- -------- (Unaudited) (Note) (Dollars in thousands) Liabilities and Shareholders' Equity Current liabilities: Note payable to bank $ 1,850 $- - - Trade accounts payable 2,442 3,845 Accrued liabilities 1,566 2,039 Accrued driver pay 631 206 Accrued claims payable 3,910 3,623 Refundable deposits 1,576 1,607 Current portion of long-term debt 784 784 -------- -------- Total current liabilities 12,759 12,104 Long-term debt 2,199 2,491 Deferred income taxes 622 622 Commitments and contingencies - - - - - - Shareholders' equity Preferred stock without par value Authorized shares - 50,000 No shares issued and outstanding Common stock, $.015 par value Class A Authorized shares - 7,500,000; Issued and outstanding shares - 1,499,960 and 1,449,554 23 23 Class B Authorized shares - 2,500,000; Issued and outstanding shares - 1,200,000 18 18 Additional paid-in capital 12,441 12,441 Retained earnings 4,719 4,370 -------- -------- Less - treasury stock, 105,593 shares, at cost (885) (1,274) - loan to officer for purchase of stock (504) - - - -------- -------- Total shareholders' equity 15,812 15,578 -------- -------- Total liabilities and shareholders' equity $ 31,392 $ 30,795 ======== ======== Note: The balance sheet at December 31, 1995 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by generally accepted accounting principles or complete financial statements. The Morgan Group, Inc. and Subsidiaries Condensed Consolidated Statements of Operations (In thousands, except per share amounts) (Unaudited)
Three Months Ended Six Months Ended June 30 June 30 ---------------------------- ---------------------------- 1996 1995 1996 1995 ----------- ----------- ----------- ----------- Operating revenues: Manufactured housing outsourcing $ 20,008 $ 16,338 $ 35,566 $ 29,552 Specialized transport 6,938 7,814 14,081 15,500 Driver outsourcing 6,871 5,002 12,130 9,105 Other service revenues 2,881 2,400 5,427 4,200 ----------- ----------- ----------- ----------- Total operating revenues 36,698 31,554 67,204 58,357 Costs and expenses: Operating costs 33,564 28,074 61,763 52,046 Depreciation and amortization 380 313 742 574 Selling, general and administrative 2,076 1,925 4,069 3,758 ----------- ----------- ----------- ----------- Operating income 678 1,242 630 1,979 Net interest income (expense) (109) 1 (172) 19 Income before income taxes 569 1,243 458 1,998 Income tax expense 152 479 32 771 ----------- ----------- ----------- ----------- Net income 417 764 426 1,227 Less preferred stock dividends - - - 62 - - - 122 ----------- ----------- ----------- ----------- Net income applicable to common stock $ 417 $ 702 $ 426 $ 1,105 =========== =========== =========== =========== Net income per common share: Primary $ 0.15 $ 0.27 $ 0.16 $ 0.42 =========== =========== =========== =========== Fully diluted $ 0.15 $ 0.27 $ 0.16 $ 0.42 =========== =========== =========== =========== Average number of common shares and common stock equivalents 2,708,128 2,635,273 2,677,957 2,643,780 =========== =========== =========== ===========
See notes to condensed consolidated financial statements. The Morgan Group, Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flow (Unaudited) Six Months Ended June 30, --------------------- 1996 1995 ------- ------- (Dollars in thousands) Operating activities Net income $ 426 $ 1,227 Adjustment to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 742 574 Debt amortization 16 16 ------- ------- 1,184 1,817 Changes in operating assets and liabilities: Accounts receivable (2,727) (2,481) Accounts receivable, other (195) (60) Prepaid expenses and other current expenses 411 (594) Accounts payable (1,392) 83 Accrued liabilities (473) 827 Accrued drivers pay 425 525 Accrued insurance claims 287 204 Refundable deposits (31) (4) ------- ------- Net cash provided by (used in operating activities (2,511) 317 Investing activities Purchases of property and equipment, net of disposals (285) (1,187) Intangible purchase --- (2,311) Increase in other assets (167) (359) ------- ------- Net cash used in investing activities (2,963) (3,857) Financing activities Net proceeds from (payment on) bank and seller financed notes and credit line 1,558 1,573 Dividends on common and preferred stock (88) (204) Treasury stock purchase, net of officer loan (115) (338) Conversion of warrants --- 106 ------- ------- Net cash provided by (used in) financing activities 1,355 1,137 ------- ------- Net decrease in cash and equivalents (1,608) (2,403) Cash and cash equivalents at beginning of period 2,851 6,694 ------- ------- Cash and cash equivalents at end of period $ 1,243 $ 4,291 ======= ======= See notes to condensed consolidated financial statements. The Morgan Group, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements (Unaudited) June 30, 1996 Note 1. Basis of Presentation The accompanying unaudited condensed consolidated financial statements of The Morgan Group, Inc. and Subsidiaries (the "Company") have been prepared in accordance with generally accepted accounting principles for interim financial reporting and with instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for fair presentation have been included. Operating results for the three months and six months ended June 30, 1996 are not necessarily indicative of the results that may be expected for the year ended December 31, 1996. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto, for the year ended December 31, 1995. The condensed consolidated financial statements include the accounts of the Company and its subsidiaries, Morgan Drive Away, Inc. ("Morgan"), TDI, Inc. ("TDI"), Interstate Indemnity Company ("Interstate"), and Morgan Finance, Inc. ("Finance") all of which are wholly owned. Significant intercompany accounts and transactions have been eliminated in consolidation. Note 2. Indebtedness The Company has extended, through April 30, 1997, various credit facilities with banks at terms similar to those terms disclosed in the December 31, 1995 financial statements. The Company expects to renew or extend these agreements in the normal course of business. Note 3. In February of 1996, Morgan Drive Away adopted a Special Employee Stock Purchase Plan ("Plan") under which Morgan Drive Away's President and Chief Executive Officer purchased 70,000 shares of Class A Common stock from treasury stock at the then current market value price of $560,000. Under the terms of the Plan, $56,000 was delivered to the Company and a promissory note was executed in the amount of $504,000 bearing an interest rate of five (5%) percent per annum due in 2003. The Plan allows for repayment of the note using shares at $8.00 per share. Morgan Drive Away has the right to repurchase, at $8.00 per share, 56,000 shares during the first year of the agreement and 28,000 during the second year. 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. THE MORGAN GROUP, INC. BY: /s/ Richard B. DeBoer ------------------------------------- Richard B. DeBoer Vice President and CFO Date: August 27, 1996 -----END PRIVACY-ENHANCED MESSAGE-----