8-K/A 1 g74378e8-ka.txt ALLIED HOLDINGS, INC. -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT FOR EVENT OCCURRING DECEMBER 10, 2001 of ALLIED HOLDINGS, INC. a Georgia Corporation IRS Employer Identification No. 58-0360550 SEC File Number 0-22276 160 CLAIREMONT AVENUE SUITE 200 DECATUR, GEORGIA 30030 (404) 370-1100 -------------------------------------------------------------------------------- GENERAL EXPLANATION The purpose of this Report is to amend the registrant's Current Report on Form 8-K dated December 10, 2001 and filed December 20, 2001 (the "Initial Report"), relative to the sale of the registrant's interests in the United Kingdom joint venture to AutoLogic Holdings plc. This Report amends the Initial Report so as to provide the information required under 7(b). Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements None (b) Pro Forma Financial Statements Basis of Presentation Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2001 Unaudited Pro Forma Condensed Consolidated Statement of Operations for the nine months ended September 30, 2001 Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2000 (c) Exhibits 2.1 Agreement, dated November 19, 2001 between Allied Holdings, Inc. and AutoLogic Holdings plc * 99.1 Press release dated December 11, 2001*
(*) Filed as part of the Registrant's Current Report on Form 8-K dated December 10, 2001, filed December 20, 2001, and incorporated herein by reference. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION Basis of Presentation On December 10, 2001, Allied Holdings, Inc. (the "Company") completed the sale of its interest in a joint venture (the " JV") located in the United Kingdom and held by the Company's subsidiary, Axis International, Inc. ("Axis"), to AutoLogic Holdings, plc ("AutoLogic") for approximately US$20.5 million in cash. The Company sold to AutoLogic the following interests held by Axis: (i) 50% interest in Autocar Logistics Limited, a company registered in England and Wales, (ii) 50% interest in Ansa Logistics Limited, a company registered in England and Wales, and (iii) 32% interest in Vehicle Logistics Corporation BV, a company registered in the Netherlands. The gain on the sale of the Company's interest in the United Kingdom joint venture was US$16.2 million. The following unaudited pro forma condensed consolidated balance sheet at September 30, 2001 presents the Company's sale of its interest in the United Kingdom joint venture as if it had occurred on September 30, 2001. The unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2000 and the nine months ended September 30, 2001 presents the Company's sale of its interest in the United Kingdom joint venture as if it had occurred on January 1, 2000 and January 1, 2001, respectively. The unaudited pro forma statements of operations do not purport to represent what our results of operations would have been if the transaction had occurred as of the dates indicated or what such results will be for any future periods. The detailed assumptions used to prepare the unaudited pro forma condensed consolidated financial information are contained in the accompanying explanatory notes. The unaudited pro forma financial statements are derived from, and should be read in conjunction with the historical financial statements of the Registrant included in its Form 10-K for the year ended December 31, 2000 and Form 10-Q for the quarter ended September 30, 2001. ALLIED HOLDINGS, INC. PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED) (IN THOUSANDS)
SEPTEMBER 30, 2001 --------- ----------- ------------ ALLIED PRO FORMA CONSOLIDATED HOLDINGS ADJUSTMENTS PRO FORMA --------- ----------- ------------ ASSETS CURRENT ASSETS Cash and cash equivalents $ 12,249 $ -- (1,2,3) $ 12,249 Short-term investments 64,756 -- 64,756 Receivables, net of allowance for doubtful accounts 94,789 -- 94,789 Deferred tax assets 11,968 -- 11,968 Other current assets 26,646 -- 26,646 --------- --------- --------- Total current assets 210,408 -- 210,408 --------- --------- --------- PROPERTY AND EQUIPMENT, net 231,073 -- 231,073 --------- --------- --------- OTHER ASSETS Goodwill, net 91,303 -- 91,303 Other 43,387 (6,794)(1) 36,593 --------- --------- --------- Total other assets 134,690 (6,794) 127,896 --------- --------- --------- Total assets $ 576,171 $ (6,794) $ 569,377 ========= ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Current maturities of long-term debt $ 158,462 $ (15,411)(3) $ 143,051 Trade accounts payable 38,658 -- 38,658 Accrued liabilities 81,969 -- 81,969 --------- --------- --------- Total current liabilities 279,089 (15,411) 263,678 --------- --------- --------- LONG-TERM DEBT, less current maturities 190,003 -- 190,003 DEFERRED INCOME TAXES 3,125 -- 3,125 OTHER LONG-TERM LIABILITIES 82,780 -- 82,780 STOCKHOLDERS' EQUITY 21,174 8,617 (1,2) 29,791 --------- --------- --------- Total liabilities and stockholders' equity $ 576,171 $ (6,794) $ 569,377 ========= ========= =========
ALLIED HOLDINGS, INC. PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) (IN THOUSANDS, EXCEPT PER SHARE DATA)
YEAR ENDED DECEMBER 31, 2000 ----------- ----------- ------------ ALLIED PRO FORMA CONSOLIDATED HOLDINGS ADJUSTMENTS PRO FORMA ----------- ----------- ------------ REVENUES $ 1,069,154 $ -- 1,069,154 OPERATING EXPENSES 1,055,946 -- 1,055,946 ----------- --------- ----------- OPERATING INCOME 13,208 -- 13,208 ----------- --------- ----------- OTHER INCOME/(EXPENSE) Equity in earnings of joint ventures, net of tax 5,066 (5,155)(4) (89) Gain on sale of investment -- 17,710 (5) 17,710 Interest expense (33,813) 1,156 (6) (32,657) Interest income 5,509 -- 5,509 Other expense, net (1,340) -- (1,340) ----------- --------- ----------- Total Other Income/(Expense) (24,578) 13,711 (10,867) ----------- --------- ----------- (LOSS)/INCOME BEFORE INCOME TAXES (11,370) 13,711 2,341 INCOME TAX BENEFIT/(EXPENSE) 5,069 (6,414)(7) (1,345) ----------- --------- ----------- NET (LOSS)/INCOME $ (6,301) $ 7,297 $ 996 =========== ========= =========== PER COMMON SHARE - BASIC AND DILUTED $ (0.79) $ 0.92 $ 0.13 =========== ========= =========== COMMON SHARES OUTSTANDING - BASIC AND DILUTED $ 7,946 $ 7,946 $ 7,946 =========== ========= ===========
ALLIED HOLDINGS, INC. PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) (IN THOUSANDS, EXCEPT PER SHARE DATA)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 --------- ----------- ------------ ALLIED PRO FORMA CONSOLIDATED HOLDINGS ADJUSTMENTS PRO FORMA --------- ----------- ------------ REVENUES $ 672,384 $ -- 672,384 OPERATING EXPENSES 710,884 -- 710,884 --------- --------- --------- OPERATING LOSS (38,500) -- (38,500) --------- --------- --------- OTHER INCOME/(EXPENSE) Equity in earnings of joint ventures, net of tax 3,593 (3,299)(4) 294 Gain on sale of investment -- 14,064 (5) 14,064 Interest expense (26,994) 867 (6) (26,127) Interest income 2,014 -- 2,014 Other income (expense), net 2,719 -- 2,719 --------- --------- --------- Total Other Income/(Expense) (18,668) 11,632 (7,036) --------- --------- --------- (LOSS)/INCOME BEFORE INCOME TAXES (57,168) 11,632 (45,536) INCOME TAX BENEFIT/(EXPENSE) 19,944 (5,076)(7) 14,868 --------- --------- --------- NET (LOSS)/INCOME $ (37,224) $ 6,556 $ (30,668) ========= ========= ========= PER COMMON SHARE - BASIC AND DILUTED $ (4.60) $ 0.81 $ (3.79) ========= ========= ========= COMMON SHARES OUTSTANDING - BASIC AND DILUTED 8,096 8,096 8,096 ========= ========= =========
ALLIED HOLDINGS INC. PROFORMA CONSOLIDATED NOTES (UNAUDITED) (IN THOUSANDS, EXCEPT PER SHARE DATA) CALCULATION OF THE GAIN ON SALE OF THE JV Cash Proceeds $ 20,560 Less: Fess (710) -------- 19,850 Book basis of investment sold (3,620) -------- Gain on sale of JV $ 16,230 ========
BALANCE SHEET NOTES Assuming the sale of the UK joint venture took place on the date presented, the following proforma adjustments are necessary. (1) Record proceeds on the sale of the JV. Cash Proceeds $ 20,560 Less: Fees (710) -------- 19,850 Book basis of investment sold 6,794 -------- Gain on sale of JV $ 13,056 ======== Cash 19,850 Investment in JV 6,794 Gain on Sale 13,056
(2) Record the income tax effect of the sale at 34%. Income tax expense 4,439 Cash 4,439
(3) Use of sale proceeds to reduce debt. Net Cash proceeds $ 19,850 Less: Cash paid for income taxes (4,439) -------- $ 15,411 ======== Debt 15,411 Cash 15,411
ALLIED HOLDINGS INC. PROFORMA CONSOLIDATED NOTES (UNAUDITED) (IN THOUSANDS, EXCEPT PER SHARE DATA) INCOME STATEMENT NOTES Assuming the sale of the UK joint venture took place at the beginning of each of the periods presented, the following proforma adjustments are necessary. (4) Eliminate equity in the investment of UK joint venture. (5) Recognize gain on sale of JV.
Nine Months Ended Year Ended September 30 December 31 2001 2000 ------------------ ----------- Cash Proceeds $ 20,560 Cash Proceeds $ 20,560 Less: Fees (710) Less: Fees (710) -------- -------- 19,850 19,850 Book basis of investment @ 12/31/00 5,786 Book basis of investment @ 12/31/99 2,140 -------- -------- Gain on sale of JV $ 14,064 Gain on sale of JV $ 17,710 ======== ========
(6) Reduction in interest expense as a result of net proceeds used to reduce debt. Net proceeds on sale of JV 15,411 Average effective interest rate 7.5% Annual interest saved - full year 1,156 Annual interest saved - 9 months 867
(7) Effect on tax expense based on a statutory rate of 34%.
Nine Months Ended Year Ended September 30 December 31 2001 2000 ----------------- ----------- Tax effect of gain on sale of JV $ 4,782 $ 6,021 Tax effect of reduction in interest expense 295 393 ------- ------- $ 5,076 $ 6,414 ======= =======
SIGNATURE 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. Dated: February 21, 2002 ALLIED HOLDINGS, INC. By: /s/ Daniel H. Popky ----------------------------------------------------- Name: Daniel H. Popky Title: Senior Vice President and Chief Financial Officer