-----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, SqJxHPjVe5VFeiZ8FtJ/Sxz0MrvOFgvPhKFx6FfeHyyiTR6Pwck8mj6uY7/BOpiF EBeOQ3GC7FNTMedpSePhfw== 0000950144-97-008844.txt : 19970813 0000950144-97-008844.hdr.sgml : 19970813 ACCESSION NUMBER: 0000950144-97-008844 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19970812 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLIED HOLDINGS INC CENTRAL INDEX KEY: 0000909950 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] 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: 97656741 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. 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 JUNE 30, 1997 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 of (I.R.S. Employer Identification incorporation or organization) 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 August 1, 1997..............7,810,000 TOTAL NUMBER OF PAGES INCLUDED IN THIS REPORT: 12 2 INDEX PART I FINANCIAL INFORMATION
PAGE ITEM 1: FINANCIAL STATEMENTS Consolidated Balance Sheets as of June 30, 1997 and December 31, 1996. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Consolidated Statements of Operations for the Three and Six Month Periods Ended June 30, 1997 and 1996 . . . . . . . . . . . . . . 4 Consolidated Statements of Cash Flows for the Six Month Periods Ended June 30, 1997 and 1996 . . . . . . . . . . . . . . . . . . 5 Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . 6 ITEM 2 Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . . . . . . . . . 8
PART II OTHER INFORMATION ITEM 4 Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 ITEM 6 Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . 11 Signature Page . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
2 3 ALLIED HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (IN THOUSANDS)
JUNE 30 DECEMBER 3 1997 1996 ----------- ----------- (UNAUDITED) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 4,409 $ 1,973 Short-term investments 8,821 8,520 Receivables, net of allowance for doubtful accounts 28,325 22,673 Inventories 4,215 4,096 Prepayments and other current assets 14,254 11,940 -------- --------- Total current assets 60,024 49,202 -------- --------- PROPERTY AND EQUIPMENT, NET 126,364 132,552 -------- --------- OTHER ASSETS: Goodwill, net 33,800 22,081 Notes receivable due from related parties 573 573 Other 7,933 6,675 -------- --------- Total other assets 42,306 29,329 -------- --------- Total assets $228,694 $ 211,083 ======== ========= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Current maturities of long-term debt $ 8,248 $ 2,275 Trade accounts payable 12,910 15,872 Accrued liabilities 37,433 30,347 -------- --------- Total current liabilities 58,591 48,494 -------- --------- LONG-TERM DEBT, LESS CURRENT MATURITIES 96,986 93,708 -------- --------- POSTRETIREMENT BENEFITS OTHER THAN PENSIONS 3,557 3,621 -------- --------- DEFERRED INCOME TAXES 8,700 7,487 -------- --------- OTHER LONG-TERM LIABILITIES 703 1,064 -------- --------- STOCKHOLDERS' EQUITY: Common stock, no par value; 20,000 shares authorized, 7,810 shares outstanding 0 0 Additional paid-in capital 43,657 43,657 Retained earnings 18,186 14,475 Foreign currency translation adjustment, net of tax (1,074) (743) Unearned compensation (612) (680) -------- --------- Total stockholders' equity 60,157 56,709 -------- --------- Total liabilities and stockholders' equity $228,694 $ 211,083 ======== =========
The accompanying notes are an integral parts 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 FOR THE SIX MONTHS ENDED JUNE 30 JUNE 30 ---------------------------- ------------------------- 1997 1996 1997 1996 ---- ---- ---- ---- REVENUES $ 112,576 $107,169 $208,969 $200,565 --------- -------- -------- -------- OPERATING EXPENSES: Salaries, wages and fringe benefits 57,692 54,682 109,634 105,315 Operating supplies and expenses 17,307 16,664 32,563 31,526 Purchased transportation 10,220 9,805 19,170 17,666 Insurance and claims 4,289 4,293 8,098 8,039 Operating taxes and licenses 4,332 4,495 8,190 8,381 Depreciation and amortization 6,939 6,526 13,786 12,931 Rents 1,239 1,232 2,470 2,481 Communications and utilities 764 810 1,534 1,740 Other operating expenses 1,150 697 2,074 1,431 --------- -------- -------- -------- Total operating expenses 103,932 99,204 197,519 189,510 --------- -------- -------- -------- Operating income 8,644 7,965 11,450 11,055 --------- -------- -------- -------- OTHER INCOME (EXPENSE): Interest expense (2,792) (2,728) (5,408) (5,396) Interest income 205 122 357 303 --------- -------- -------- -------- (2,587) (2,606) (5,051) (5,093) --------- -------- -------- -------- INCOME BEFORE INCOME TAXES AND EXTRAORDINARY ITEM 6,057 5,359 6,399 5,962 INCOME TAX PROVISION (2,544) (2,261) (2,688) (2,504) --------- -------- -------- -------- INCOME BEFORE EXTRAORDINARY ITEM 3,513 3,098 3,711 3,458 EXTRAORDINARY LOSS ON EARLY EXTINGUISHMENT OF DEBT, NET OF INCOME TAX BENEFIT OF $573 0 0 0 (935) --------- -------- -------- -------- NET INCOME $ 3,513 $ 3,098 $ 3,711 $ 2,523 ========= ======== ======== ======== PER COMMON SHARE: Income before extraordinary item $ 0.45 $ 0.40 $ 0.48 $ 0.45 Extraordinary loss on early extinguishment of debt 0.00 0.00 0.00 (0.12) ---------- -------- -------- -------- NET INCOME PER COMMON SHARE $ 0.45 $ 0.40 $ 0.48 $ 0.33 ========== ======== ======== ======== COMMON SHARES OUTSTANDING 7,725 $ 7,725 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 SIX MONTHS ENDED JUNE 30 ---------------------------------------- 1997 1996 --------------- ------------ (UNAUDITED) (UNAUDITED) CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 3,711 $ 2,523 Adjustments to reconcile net income to ---------------- ------------ net cash provided by operating activities: Depreciation and amortization 13,786 12,931 Loss (gain) on sale of property and equipment 27 (359) Extraordinary loss on early extinguishment of debt, net 0 935 Deferred income taxes 1,405 84 Change in operating assets and liabilities: Receivables, net of allowance for doubtful accounts (5,699) (6,149) Inventories (128) 148 Prepayments and other current assets (2,333) (2,150) Trade accounts payable (2,934) 1,247 Accrued liabilities 6,685 6,069 ------------------ ------------ Total adjustments 10,809 12,756 ------------------ ------------ Net cash provided by operating activities 14,520 15,279 ------------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment (6,910) (14,376) Proceeds from sale of property and equipment 114 1,734 Purchase of business, net of cash acquired (12,898) 0 Increase in short-term investments (301) 0 Increase in the cash surrender value of life insurance (1,283) (991) ------------------ ------------- Net cash used in investing activities (21,278) (13,633) ------------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Repayments of long-term debt (11,404) (47,692) Proceeds from issuance of long-term debt 20,655 40,000 Other, net 0 (513) ------------------ ------------ Net cash provided by (used in) financing activities 9,251 (8,205) ------------------ ------------ EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS (57) 69 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 2,436 (6,490) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 1,973 11,147 ------------------ ------------ CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 4,409 $ 4,657 ================== ============
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 and six month periods ended June 30, 1997 are not necessarily indicative of the results that may be expected for the year ended December 31, 1997. 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 1996 Annual Report on Form 10-K. Note 2. 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. Note 3. Acquisition of Kar-Tainer International Limited In April 1997, the Company completed the acquisition of the stock of Kar-Tainer International Limited for $13.1 million. Kar-Tainer is a wholly-owned subsidiary of the Axis Group, Inc., a wholly-owned subsidiary of the Company. Kar-Tainer, with offices in the United States, Bermuda, London, and South Africa, is a leader in the containerized shipping of vehicles. Kar-Tainer has been involved in the containerized shipment of completely built up (CBU) and semi knocked down (SKD) vehicles in international markets since 1983. Kar-Tainer has worked with vehicle manufacturers and shipping lines around the world, and is a leader in the design and manufacture of ramps, frames, and cassettes for the shipment of CBU and SKD vehicles in standard ISO containers. 6 7 Note 4. Earnings per Share In February 1997, the Financial Accounting Standards Board issued SFAS No. 128, "Earnings per Share." This new statement will not result in changes to the Company's earnings per share for the first six months of 1997 or prior years. Note 5. Acquisition of Ryder Automotive Carrier Services, Inc. and RC Management Corp. In May 1997, the Company announced an agreement to acquire Ryder Automotive Carrier Services, Inc. and RC Management Corp. from Ryder System, Inc. for approximately $114.5 million, subject to the execution of a definitive agreement between the parties. The acquisition is expected to be completed by the end of September 1997. The subsidiaries of Ryder Automotive Carrier Services are engaged in car hauling, vehicle processing and dealer prep, rail unloading and loading services of vehicle railcars, and rail and port yard management. RC Management Corp. is principally involved in providing logistics services to the new retail used car superstores. Ryder's automotive carrier group, headquartered in Troy, Michigan, has approximately 3,400 rigs at 91 locations in 34 states and Canada. Its employees number approximately 6,000, and its revenues in 1996 were approximately $600 million. 7 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Revenues for the second quarter of 1997 were $112.6 million, compared with revenues of $107.2 million reported for the second quarter of 1996, an increase of 5%. Revenues for the six-month period ended June 30, 1997 were $209.0 million, versus revenues of $200.6 million reported for the same period last year, a 4% increase. The increase in revenues during 1997 was primarily due to an increase in the number of vehicles the Company delivered together with an increase in the revenue generated per vehicle delivered. The Company delivered approximately 2% more vehicles during the first six months of 1997 than during the first six months of 1996. A 13% increase in vehicle deliveries in Canada due to increased Canadian new vehicle production and sales more than offset a 4% decline in vehicle deliveries in the United States. In addition, the revenue generated per vehicle delivered for the first six months of 1997 increased approximately 2% from the first six months of 1996 due to an increase in longer haul dealer deliveries. Net income was $3.5 million during the second quarter of 1997, versus $3.1 million during the second quarter of 1996, or $0.45 per share in 1997, versus $0.40 per share in 1996, an increase of 13%. Net income was $3.7 million, or $0.48 per share, compared with net income of $3.5 million, or $0.45 per share for the comparable six-month period a year ago, an increase of 6% (excluding a $935,000 extraordinary loss on the early extinguishment of debt recorded during the first quarter of 1996). The increase in earnings is attributable to the increase in revenues, however earnings from the increased revenues were partially offset by losses from the Company's logistics subsidiary, Axis Group, Inc., which have totaled approximately $0.18 per share during the first six months of 1997, versus $0.07 per share during the first six months of 1996. The Axis Group was formed in April 1996. Salaries, wages and fringe benefits as well as operating supplies and expenses as a percentage of revenues remained approximately unchanged during both the second quarter of 1997 compared to 1996 and the first six months of 1997 compared to the first six months of 1996. Purchased transportation was 9.1% of revenues during both the second quarter of 1997 and 1996, however, purchased transportation increased from 8.8% of revenues for the first six months of 1996 to 9.2% of revenues during the first six months of 1997. This increase for the six month period is due to increased use of owner-operators together with an increase in the number of vehicles delivered for the Company by other carriers. 8 9 Insurance and claims decreased from 4.0% of revenues during the second quarter of 1996 to 3.8% of revenues during the second quarter of 1997 and from 4.0% of revenues for the first six months of 1996 to 3.9% of revenues for the first six months of 1997. The decrease was due to a slight decrease in liability claims for cargo damage. Operating taxes and licenses decreased from 4.2% of revenues for the second quarter and the first six months of 1996 to 3.9% of revenues for the second quarter and the first six months of 1997. The decrease was primarily due to a decline in the operating taxes and licenses the Company paid for its fleet of specialized tractor-trailers ("Rigs") due to a decrease in the number of active Rigs the Company operated. FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES Net cash provided by operating activities totaled $14,520,000 for the six months ended June 30, 1997 versus $15,279,000 for the same period in 1996. This decrease in cash flows from operations is mainly because of a decrease in the Company's accounts payable from December 31, 1996 to June 30, 1997. Net cash used in investing activities totaled $21,278,000 for the six months ended June 30, 1997 versus $13,633,000 for the same period in 1996. This increase was primarily due to the acquisition of Kar-Tainer which was offset by a reduction in the purchases of property and equipment. Net cash provided by financing activities totaled $9,251,000 for the six months ended June 30, 1997 versus net cash used in financing activities of $8,205,000 for the same period in 1996. During the first six months of 1997, the Company had $20,655,000 of borrowings of long-term debt, approximately $13,000,000 of which was used for the purchase of Kar-Tainer. During the second quarter of 1997, the Company repaid $11,400,000 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 six months of 1996, $47,692,000 of long-term debt was repaid. SEASONALITY AND INFLATION The Company generally experiences its highest revenues during the second and fourth quarters of each calendar year due to the shipment of new models. Also, the first and third quarters are impacted by manufacturing plant downtime. During the past three years, inflation has not significantly affected the Company's results of operations. 9 10 PART II OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS On May 22, 1997 the Annual Meeting of Shareholders was held. The following Directors were elected for terms which will expire on the date of the annual meeting in the year indicated below. The number of shares voted for, against and abstentions are also indicated.
------------------------------------------------------------------------------------------------------------------ FOR AGAINST ABSTAIN TERM ------------------------------------------------------------------------------------------------------------------ David G. Bannister 6,638,537 27,900 0 2000 ------------------------------------------------------------------------------------------------------------------ A. Mitchell Poole, Jr. 6,638,537 27,900 0 2000 ------------------------------------------------------------------------------------------------------------------ Robert J. Rutland 6,638,537 27,900 0 2000 ------------------------------------------------------------------------------------------------------------------
The following Directors' terms will continue as indicated. Bernard O. De Wulf 1999 Guy W. Rutland, III 1999 Robert R. Woodson 1999 Guy W. Rutland, IV 1998 B.F. Wilson, Jr. 1998 Joseph W. Collier 1998 The Company's Long-Term Incentive Plan was amended to increase the number of shares subject to the Plan from 400,000 to 650,000. The number of shares voted for, against and abstentions are also indicated.
---------------------------------------------------------------- FOR AGAINST ABSTAIN ---------------------------------------------------------------- 6,532,047 103,040 31,350 ----------------------------------------------------------------
10 11 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 May 1, 1997 regarding the acquisition of the stock of Kar-Tainer International Limited and a Form 8-K dated June 3, 1997 related to the proposed acquisition of Ryder Automotive Carrier Services, Inc. and RC Management Corp. 11 12 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. August 12, 1997 s/A. Mitchell Poole, Jr. - --------------- ------------------------------------ (Date) A. Mitchell Poole, Jr. on behalf of Registrant as President, Chief Operating Officer, Chief Financial Officer and Assistant Secretary 12 EX-27 2 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL IFNORMATION EXTRACTED FROM THE FINANCIAL STATMENTS OF ALLIED HOLDINGS, INC. FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 6-MOS DEC-31-1997 JAN-01-1997 JUN-30-1997 4,409 8,821 28,325 0 4,215 60,024 126,364 0 228,694 58,591 0 0 0 0 60,157 228,694 208,969 208,969 197,519 197,519 0 0 5,408 6,399 2,688 3,711 0 0 0 3,711 .48 .48
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