-----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, Bycme8wgJkaJGZ6i8rxrAdOHGwv0frh7KYXC4/VisBQc1Tu5W7uYEzHIw+k91JHI yQ/RQ5xswPz5VTLI5C9Wyw== 0000950144-96-002231.txt : 19960515 0000950144-96-002231.hdr.sgml : 19960515 ACCESSION NUMBER: 0000950144-96-002231 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960514 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLIED HOLDINGS INC CENTRAL INDEX KEY: 0000909950 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING & COURIER SERVICES (NO AIR) [4210] IRS NUMBER: 580360550 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-22276 FILM NUMBER: 96562433 BUSINESS ADDRESS: STREET 1: 160 CLAIRMONT AVE STREET 2: STE 510 CITY: DECATUR STATE: GA ZIP: 30030 BUSINESS PHONE: 4043701100 MAIL ADDRESS: STREET 1: 160 CLAIREMONT AVENUE SUITE 510 CITY: DECATUR STATE: GA ZIP: 30030 10-Q 1 ALLIED HOLDINGS, INC. FORM 10-Q MARCH 31, 1996 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTION OF 1934 - FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1996 or [ ] 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: 0-22276 ALLIED HOLDINGS, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) GEORGIA 58-0360550 - -------------------------------------------------------------------------------- (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) SUITE 510, 160 CLAIREMONT AVENUE, DECATUR, GEORGIA 30030 - -------------------------------------------------------------------------------- (Address of principal executive offices) (404) 373-4285 (Registrant's telephone number, including area code) - -------------------------------------------------------------------------------- (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 Outstanding common stock, No par value at May 1, 1996 ............... 7,725,000 TOTAL NUMBER OF PAGES INCLUDED IN THIS REPORT: 10 1 2 INDEX PART I FINANCIAL INFORMATION
PAGE ITEM 1: FINANCIAL STATEMENTS Consolidated Balance Sheets as of March 31, 1996 and December 31, 1995 ................................................... 3 Consolidated Statements of Operations for the Three Month Periods Ended March 31, 1996 and 1995 ......................... 4 Consolidated Statements of Cash Flows for the Three Month Periods Ended March 31, 1996 and 1995 ......................... 5 Notes to Consolidated Financial Statements............................. 6 ITEM 2 Management's Discussion and Analysis of Financial Condition and Results of Operations ................................. 7 PART II OTHER INFORMATION ITEM 6 Exhibits and Reports on Form 8-K ...................................... 9 Signature Page ........................................................ 10
2 3 PART 1 - FINANCIAL INFORMATION ITEM 1 - FINANCIAL STATEMENTS ALLIED HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (IN THOUSANDS)
March 31 December 31 1996 1995 ---------- ------------ (Unaudited) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 8,043 $ 11,147 Receivables, net of allowance for doubtful accounts 27,388 22,690 Inventories 4,212 4,184 Prepayments and other current assets 14,238 12,400 -------- -------- Total current assets 53,881 50,421 -------- -------- PROPERTY AND EQUIPMENT, NET 134,414 134,873 -------- -------- OTHER ASSETS: Goodwill, net 23,279 23,568 Notes receivable due from related parties 573 573 Other 5,708 5,251 -------- -------- Total other assets 29,560 29,392 -------- -------- Total assets $217,855 $214,686 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Current maturities of long-term debt $ 4,244 $ 4,368 Trade accounts payable 14,228 11,320 Accrued liabilities 30,604 27,569 -------- -------- Total current liabilities 49,076 43,257 -------- -------- LONG-TERM DEBT, less current maturities 105,066 106,634 -------- -------- POSTRETIREMENT BENEFITS OTHER THAN PENSIONS 3,702 3,698 -------- -------- DEFERRED INCOME TAXES 5,642 5,561 -------- -------- OTHER LONG-TERM LIABILITIES 1,767 2,514 -------- -------- STOCKHOLDERS' EQUITY: Common stock, no par value; 20,000 shares authorized, 7,725 shares outstanding 0 0 Additional paid-in capital 42,977 42,977 Retained earnings 9,914 10,489 Foreign currency translation adjustment, net of tax (289) (444) -------- -------- Total stockholders' equity 52,602 53,022 -------- -------- Total liabilities and stockholders' equity $217,855 $214,686 ======== ========
The accompanying notes are an integral part of these consolidated balance sheets. 3 4 ALLIED HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31 -------------------------- 1996 1995 ---- ---- REVENUES $93,396 $101,062 ------- -------- OPERATING EXPENSES: Salaries, wages and fringe benefits 50,633 51,932 Operating supplies and expenses 14,862 16,690 Purchased transportation 7,861 8,789 Insurance and claims 3,746 3,973 Operating taxes and licenses 3,886 4,520 Depreciation and amortization 6,405 6,191 Rents 1,249 1,236 Communications and utilities 930 872 Other operating expenses 734 594 ------- -------- Total operating expenses 90,306 94,797 ------- -------- Operating income 3,090 6,265 ------- -------- OTHER INCOME (EXPENSE): Interest expense (2,668) (2,875) Interest income 181 167 ------- -------- (2,487) (2,708) ------- -------- INCOME BEFORE INCOME TAXES AND EXTRAORDINARY ITEM 603 3,557 INCOME TAX PROVISION (243) (1,494) ------- -------- INCOME BEFORE EXTRAORDINARY ITEM 360 2,063 EXTRAORDINARY LOSS ON EARLY EXTINGUISHMENT OF DEBT, net of income tax benefit of $573 (935) 0 ------- -------- NET (LOSS) INCOME ($575) $ 2,063 ======= ======== PER COMMON SHARE: Income before extraordinary item $ 0.05 $ 0.27 Extraordinary loss on early extinguishment of debt (0.12) 0.00 ------- -------- NET (LOSS) INCOME PER COMMON SHARE ($0.07) $ 0.27 ======= ======== COMMON SHARES OUTSTANDING 7,725 7,725 ======= ========
The accompanying notes are an integral part of these consolidated statements. 4 5 ALLIED HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS)
FOR THE THREE MONTHS ENDED MARCH 31 ----------------------------------- 1996 1995 ----------- ----------- (UNAUDITED) (UNAUDITED) CASH FLOWS FROM OPERATING ACTIVITIES: Net (loss) income ($575) $ 2,063 ------- ------- Adjustments to reconcile net (loss) income to net cash provided by operating activities: Depreciation and amortization 6,405 6,191 Gain on sale of property and equipment (25) (89) Extraordinary loss on early extinguishment of debt, net 935 0 Deferred income taxes (12) 86 Change in operating assets and liabilities: Receivables, net of allowance for doubtful accounts (4,675) (3,235) Inventories (24) (150) Prepayments and other current assets (1,829) (688) Trade accounts payable 2,897 (2,135) Accrued liabilities 2,278 4,070 ------- ------- Total adjustments 5,950 4,050 ------- ------- Net cash provided by operating activities 5,375 6,113 ------- ------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment (5,470) (3,641) Proceeds from sale of property and equipment 119 696 Increase in the cash surrender value of life insurance (871) (60) ------- ------- Net cash used in investing activities (6,222) (3,005) ------- ------- CASH FLOWS FROM FINANCING ACTIVITIES: Repayments of long-term debt (41,699) (3,875) Proceeds from issuance of long-term debt 40,000 0 Other, net (602) 122 ------- ------- Net cash used in financing activities (2,301) (3,753) ------- ------- EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 44 52 NET DECREASE IN CASH AND CASH EQUIVALENTS (3,104) (593) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 11,147 11,712 ------- ------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 8,043 $11,119 ======= =======
The accompanying notes are an integral part of these consolidated statements. 5 6 ALLIED HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (Unaudited) Note 1. Basis of Presentation The unaudited consolidated financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The statements contained herein reflect all adjustments, all of which are of a normal, recurring nature, which are, in the opinion of management, necessary to present fairly the financial condition, results of operations and cash flows for the periods presented. Operating results for the three month period ended March 31, 1996 are not necessarily indicative of the results that may be expected for the year ended December 31, 1996. The interim financial statements should be read in conjunction with the financial statements and notes thereto of Allied Holdings, Inc. and Subsidiaries, (the "Company") included in the Company's 1995 Annual Report on Form 10-K. Note 2. Reclassifications Certain prior period amounts have been reclassified to conform with the current year presentation. Note 3. Long-Term Debt In February 1996, the Company issued $40 million of senior subordinated notes through a private placement. Proceeds from the senior subordinated notes were used to reduce borrowings outstanding under the Company's $130 million revolving credit facility. In connection with the issuance of the notes, the Company refinanced its revolving credit facility and recorded a $935,000 extraordinary loss, net of income taxes, during the first quarter of 1996 related to the extinguishment of debt. 6 7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Revenues were $93.4 million in the first quarter of 1996, compared to $101.1 million for the same period in 1995, a decrease of 7.6%. The decline in revenues during 1996 versus 1995 was primarily due to a decrease of approximately 6% in the number of vehicles delivered by the Company. The number of vehicles the Company delivers is directly impacted by U.S. and Canada's car and light truck production and sales; new vehicle production at the Company's two largest customers decreased approximately 7% from the first quarter of 1995. Net income was $360,000 during the first quarter of 1996, versus $2.1 million during the first quarter of 1995, or $0.05 per share in 1996, versus $0.27 per share in 1995, (excluding a $935,000 extraordinary loss on the early extinguishment of debt recorded during the first quarter of 1996). In addition to being impacted by an overall decline in revenues, net income during the first quarter of 1996 was also affected by the following factors. First, the strike at a number of General Motors' manufacturing plants interrupted the Company's ability to transport vehicles from the General Motors' manufacturing plants it serves as well as from its rail ramps. Allied estimated that this adversely impacted earnings by approximately $0.05 per share due to decreased revenues and inefficiencies caused by the disruption in business. The Company was also impacted by a sharp rise in diesel fuel prices which increased approximately 8% from the first quarter of 1995 to the first quarter of 1996, reducing earnings by approximately $0.04 per share. In addition, the disruption in business caused by the severe winter weather during the first quarter of 1996 resulted in increased costs and lost efficiencies. Salaries, wages and fringe benefits increased from 51.4% of revenues for the first three months of 1995 to 54.2% of revenues for the first three months of 1996. This increase as a percentage of revenues is primarily due to inefficiencies and increased costs resulting from the General Motors' strike and the severe winter weather during the first quarter of 1996. Depreciation and amortization expense for the first quarter of 1995 increased from 6.1% of revenues to 6.9% of revenues for the first quarter of 1996 mainly due to the acquisition of additional rigs together with the additional goodwill amortization resulting from the acquisition of Auto Haulaway. 7 8 FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES Net cash provided by operating activities totaled $5,375,000 for the three months ended March 31, 1996 versus net cash provided by operating activities of $6,113,000 for the same period in 1995. This decrease in cash flows from operations is mainly due to the reduction in net income from the first quarter of 1995 to the first quarter of 1996. Net cash used in investing activities totaled $6,222,000 for the three months ended March 31, 1996 versus $3,005,000 for the same period in 1995. This increase was primarily due to an increase in the number of new rigs that were acquired. Net cash used in financing activities totaled $2,301,000 for the three months ended March 31, 1996 versus net cash used in financing activities of $3,753,000 for the same period in 1995. During the first quarter of 1995, the company repaid $3,875,000 of long-term debt. During the first quarter of 1996, the company issued $40,000,000 of senior subordinated notes, the proceeds of which were used to repay long-term debt. During the first quarter of 1996, $41,699,000 of long-term debt was repaid. SEASONALITY AND INFLATION The Company generally experiences its highest revenues during the fourth quarter of each calendar year due to the shipment of new automobile models which are manufactured during this quarter. During the past three years, inflation has not affected the Company's results of operations. 8 9 PART II OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits: 27 - Financial Data Schedule (for SEC use only) (b) Reports on Form 8-K: The company filed a Form 8-K dated February 20, 1996 regarding the issuance of $40 million of senior subordinated notes. 9 10 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. Allied Holdings, Inc. May 10, 1996 /s/ A. Mitchell Poole, Jr. - ------------ -------------------------------------- (Date) A. Mitchell Poole, Jr. on behalf of Registrant as President and Chief Operating Officer 10 EX-27 2 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL STATEMENTS OF ALLIED HOLDINGS, INC. FOR THE THREE MONTHS ENDED MARCH 31, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 3-MOS DEC-31-1996 JAN-01-1996 MAR-31-1996 8,043 0 27,388 0 4,212 53,881 134,414 0 217,855 49,076 105,066 0 0 0 52,602 217,855 93,396 93,396 90,306 90,306 0 0 2,668 603 243 360 0 (935) 0 (575) $(0.07) $(0.07)
-----END PRIVACY-ENHANCED MESSAGE-----