-----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, S3r25KcehSz8CgLbuky0jRGwT/MYRKITni44BkGfB33kn7n1LuvXtZwy9ikuRlLA rN2ZoqxhojBPjK4vgEdAhw== 0000950144-03-005668.txt : 20030429 0000950144-03-005668.hdr.sgml : 20030429 20030428193100 ACCESSION NUMBER: 0000950144-03-005668 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030429 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030429 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13867 FILM NUMBER: 03667658 BUSINESS ADDRESS: STREET 1: 160 CLAIRMONT AVE STREET 2: STE 200 CITY: DECATUR STATE: GA ZIP: 30030 BUSINESS PHONE: 4043701100 MAIL ADDRESS: STREET 1: 160 CLAIREMONT AVENUE SUITE 200 CITY: DECATUR STATE: GA ZIP: 30030 8-K 1 g82387e8vk.htm ALLIED HOLDINGS, INC. ALLIED HOLDINGS, INC.
 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________________

FORM 8-K

Current Report for Event Occurring April 29, 2003

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













 

 

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

     (c)  Exhibits

       99.1 Press Release of Allied Holdings, Inc. issued April 29, 2003.

Item 9. Regulation FD Disclosure.

     The information set forth under this Item 9 is being furnished pursuant to “Item 12. Results of Operations and Financial Condition” of Form 8-K in accordance with interim guidance provided by the Securities and Exchange Commission in Release Nos. 33-8216 and 34-47583. Such information, including the Exhibits attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

     On April 29, 2003, Allied Holdings, Inc. issued a press release reporting its financial results for the first quarter ended March 31, 2003. A copy of the press release is hereby attached as Exhibit 99.1 and incorporated herein by reference.

 

 

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:   April 29, 2003        
 
        ALLIED HOLDINGS, INC.
 
        By:
Name:
Title: 		  /s/ Daniel H. Popky
Daniel H. Popky
Senior Vice President and
Chief Financial Officer

  EX-99.1 3 g82387exv99w1.txt PRESS RELEASE EXHIBIT 99.1 CONTACT Daniel H. Popky Sr. Vice President & CFO 404/370-4277 ALLIED HOLDINGS REPORTS FIRST QUARTER RESULTS DECATUR, GEORGIA, APRIL 29, 2003 - ALLIED HOLDINGS, INC. (AMEX:AHI) TODAY REPORTED RESULTS FOR THE FIRST QUARTER ENDED MARCH 31, 2003. The Company reported revenues of $213.6 million in the first quarter of 2003, versus revenues of $213.3 million in the first quarter last year. The Company experienced a net loss of $5.7 million in the first quarter of 2003, versus a net loss of $5.3 million in the first quarter of 2002. Results for the first quarter of 2002 include a $4.1 million after-tax charge related to the impairment of goodwill at the Company's Axis Group subsidiary. Earnings before interest, taxes, depreciation and amortization, and gains and losses on disposal of assets (Adjusted EBITDA) for the first quarter of 2003 were $10.6 million compared to $16.4 million of Adjusted EBITDA reported during the first quarter last year. Adjusted EBITDA is presented because management believes it provides useful information to investors regarding the Company's ability to generate cash flows that can be used to service debt and provide for capital expenditures. Adjusted EBITDA is also a component of certain financial covenants in Allied's debt agreements. A reconciliation of Adjusted EBITDA to Operating Income and Operating Cash Flows is provided in the financial schedules attached to this press release. Results for the first quarter of 2003 were adversely impacted primarily by significantly higher diesel fuel prices and wage and benefit inflation related to our United States Teamster contract. Diesel fuel prices in the first quarter of 2003 were 38 percent higher than in the first quarter last year. Higher fuel costs, net of fuel surcharges, reduced pre-tax earnings by approximately $4 million for the first quarter of 2003 compared to the same quarter last year. The Company has fuel surcharges with customers representing approximately 64 percent of revenues, however, the surcharges typically only reset at the beginning of each quarter. Therefore, the sharp rise in diesel fuel prices did not adjust most customer fuel surcharges until the beginning of the second quarter of 2003. During March 2003, the Company renegotiated a contract that expired October 31, 2002 with the Teamsters Union in Eastern Canada. The employees governed by this contract represent approximately 70 percent of Allied's total bargaining unit employees in Canada. The employees in Eastern Canada agreed to a three-year contract with a wage freeze in the first two years and increases in the third year, provided that wages in each of the first two years will be increased by an amount equivalent to any negotiated percentage increases in the contract to be negotiated with the Teamsters Union in the United States later this year. Health and welfare costs were frozen for the entire three-year agreement and there were pension increases each year of the new contract. The additional pension contributions will increase costs approximately $100,000 or 0.2 percent in year one of the agreement, and approximately $280,000 or 0.6 percent in year two of the agreement. The wage and pension increases in year three of the agreement will increase costs approximately $1.6 million or 3.2 percent of costs. The Company had previously negotiated agreements with most if its other employees in Canada that avoided wage and benefit increases over the 2002 levels and in some cases, required employee contributions for health and welfare costs. Therefore, the Company did not experience any wage and Allied Holdings, Inc. April 29, 2003 benefit inflation in Canada during the first quarter of 2003. However, in the United States, under a previously negotiated contract, the Company's employees represented by the Teamsters Union received wage and benefit increases on June 1, 2002. That increase raised wage and benefit costs in the first quarter of 2003 by approximately $3 million over the first quarter 2002 levels. The Company's contract with the Teamsters in the United States expires May 31, 2003 and the Company and the Teamsters are currently in the process of negotiating a new agreement. Hugh E. Sawyer, Allied's President and Chief Executive Officer, said, "Revenues and vehicle deliveries were essentially unchanged in the first quarter however, our financial performance was adversely impacted by significant external events during the first quarter including but not limited to significant increases in our fuel costs, difficult weather conditions which adversely affected terminal productivity and changes in our customers' product mix which eroded Allied Automotive Group's load factor and increased operating costs. Fortunately, during the last eighteen months Allied has taken aggressive steps to reduce internal costs and improve efficiency in an attempt to better position the company for an unstable economic environment. Given the overall pace and magnitude of external events including the war with Iraq, visibility is currently limited and, therefore, it is not possible to forecast future business conditions with an appropriate level of precision." Mr. Sawyer continued, "Allied management will continue to take every appropriate step to maintain a stable operating platform during this uncertain and challenging period." During the first quarter of 2003, the Company borrowed $6.6 million of long-term debt, compared to repaying $9.1 million of long-term debt in the first quarter of 2002 because of lower Adjusted EBITDA in the first quarter of 2003 versus the first quarter last year as well as higher capital spending in 2003 related to the Company's fleet remanufacturing program, lower proceeds from asset sales in 2003 and also because of a $4 million fleet licensing payment made in the first quarter of 2003 due to a change in the statutory state payment date. The fleet licensing payment in 2002 was paid in the second quarter of 2002. Capital expenditures were $5.9 million in the first quarter of 2003 compared to $2.6 million in the first quarter last year. In addition, the Company received $2.2 million of proceeds from the sale of property and equipment in the first quarter of 2002, but did not sell any significant amount of property or equipment in the first quarter this year. Mr. Sawyer also stated, "Our Axis subsidiary reported its eighth consecutive quarterly increase in operating income with operating income up substantially to $0.7 million in the first quarter this year from $0.1 million last year on an 11 percent increase in revenues. Axis offers an extensive portfolio of capabilities and innovative solutions to OEMs' and the pre-owned vehicle markets." Mr. Sawyer concluded, "Our Allied Automotive Group subsidiary won the Toyota Truckaway Quality Performance Award for 2002. This award was presented to AAG for their cargo claims prevention and improvement against Toyota's quality standards. In addition to this award, Allied Automotive Group's Long Beach Terminal was named terminal of the year by Toyota for distinction in vehicle delivery quality. Given the scale and strategic importance of our relationship with Toyota we were delighted to be recognized for these achievements." Allied Holdings, Inc. April 29, 2003 About Allied Holdings Allied Holdings, Inc. is the parent company of several subsidiaries engaged in providing distribution and transportation services of new and used vehicles to the automotive industry. The services of Allied's subsidiaries span the finished vehicle distribution continuum, and include car-hauling, intramodal transport, inspection, accessorization, and dealer prep. Allied, through its subsidiaries, is the leading company in North America specializing in the delivery of new and used vehicles. Statements in this press release that are not strictly historical are "forward looking" statements. Such statements include, without limitations, any statements containing the words "believe," "anticipate," "estimate," "expect," "intend," "plan," "seek," and similar expressions. Investors are cautioned that such statements, including statements regarding improvement of the Company's operating performance, the benefits resulting from the renewal of the contract with the Teamsters in Eastern Canada, the ability of the Company to successfully negotiate its Teamsters Contract in the United States on terms favorable to the Company; the Company's ability to maintain a stable operating platform; the ability of the Company to execute key initiatives, the ability of the Company to increase sales growth in AAG and Axis, and the amount of capital expenditures for 2003, are subject to certain risks and uncertainties that could cause actual results to differ materially. Without limitation, these risks and uncertainties include economic recessions or extended or more severe downturns in new vehicle production or sales, the ability of the Company to seek economic flexibility from the Teamsters Union, the highly competitive nature of the automotive distribution industry, the ability of the Company to comply with the terms of its current debt agreements, the ability of the Company to obtain financing in the future and the Company's highly leveraged financial position. Investors are urged to carefully review and consider the various disclosures made by the Company in this press release and in the Company's reports filed with the Securities and Exchange Commission. NOTE: The information in this press release will be discussed by management today on a conference call that can be accessed at the following links: www.companyboardroom.com or www.alliedholdings.com beginning at 10:30 a.m. EST. ALLIED HOLDINGS, INC. AND SUBSIDIARIES 2003 FIRST QUARTER EARNINGS RELEASE (IN THOUSANDS, EXCEPT PER SHARE DATA)
FOR THE THREE MONTHS ENDED MARCH 31, ----------------------------------- 2003 2002 ------------ ------------ (UNAUDITED) (UNAUDITED) Revenues $ 213,592 $ 213,259 Net loss $ (5,664) $ (5,248) Loss per share: Basic and diluted $ (0.67) $ (0.64) Weighted average common shares outstanding: Basic and diluted 8,409 8,252
ALLIED HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In Thousands)
MARCH 31, DECEMBER 31, 2003 2002 ----------- ------------ (UNAUDITED) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 5,748 $ 10,253 Short-term investments 63,174 60,732 Receivables, net of allowance for doubtful accounts of $5,798 and $5,587 respectively 55,094 58,512 Inventories 5,237 5,071 Deferred tax assets 34,701 39,826 Prepayments and other current assets 30,574 28,685 --------- --------- Total current assets 194,528 203,079 --------- --------- PROPERTY AND EQUIPMENT, NET 172,808 176,663 --------- --------- GOODWILL, NET 86,867 85,241 --------- --------- OTHER 19,325 20,525 --------- --------- Total assets $ 473,528 $ 485,508 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Current maturities of long-term debt $ 13,418 $ 10,785 Trade accounts payable 32,382 36,585 Accrued liabilities 91,968 92,881 --------- --------- Total current liabilities 137,768 140,251 --------- --------- LONG-TERM DEBT, LESS CURRENT MATURITIES 241,671 237,690 --------- --------- POSTRETIREMENT BENEFITS OTHER THAN PENSIONS 7,370 7,467 --------- --------- DEFERRED INCOME TAXES 19,418 27,746 --------- --------- OTHER LONG-TERM LIABILITIES 60,525 62,040 --------- --------- STOCKHOLDERS' EQUITY: Preferred stock, no par value; 5,000 shares authorized, none outstanding -- -- Common stock, no par value; 20,000 shares authorized, 8,444 and 8,421 shares outstanding at March 31, 2003 and December 31, 2002, respectively -- -- Additional paid-in capital 46,918 46,801 Treasury stock at cost, 139 shares at March 31, 2003 and December 31, 2002 (707) (707) Accumulated deficit (32,084) (26,420) Accumulated other comprehensive loss, net of tax (7,351) (9,360) --------- --------- Total stockholders' equity 6,776 10,314 --------- --------- Total liabilities and stockholders' equity $ 473,528 $ 485,508 ========= =========
ALLIED HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE DATA)
FOR THE THREE MONTHS ENDED MARCH 31, ---------------------------- 2003 2002 ---------- ---------- (UNAUDITED) (UNAUDITED) REVENUES $ 213,592 $ 213,259 --------- --------- OPERATING EXPENSES: Salaries, wages and fringe benefits 117,575 118,536 Operating supplies and expenses 37,180 30,905 Purchased transportation 24,713 21,580 Insurance and claims 9,357 10,571 Operating taxes and licenses 7,838 8,463 Depreciation and amortization 12,024 13,663 Rents 1,620 1,553 Communications and utilities 1,888 1,992 Other operating expenses 2,849 3,297 Loss (gain) on disposal of operating assets, net 264 (1,029) --------- --------- Total operating expenses 215,308 209,531 --------- --------- Operating (loss) income (1,716) 3,728 --------- --------- OTHER INCOME (EXPENSE): Interest expense (7,381) (8,122) Interest income 326 272 Gain on early extinguishment of debt -- 2,750 Foreign exchange gains, net 1,018 37 Other, net -- (207) --------- --------- (6,037) (5,270) --------- --------- LOSS BEFORE INCOME TAXES AND CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE (7,753) (1,542) INCOME TAX BENEFIT 2,089 386 --------- --------- LOSS BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE (5,664) (1,156) CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE, NET OF TAX -- (4,092) --------- --------- NET LOSS ($ 5,664) ($ 5,248) ========= ========= BASIC & DILUTED LOSS PER COMMON SHARE: LOSS BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE: BASIC AND DILUTED ($ 0.67) ($ 0.14) CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE, NET OF TAX: BASIC AND DILUTED -- (0.50) --------- --------- NET LOSS: BASIC AND DILUTED ($ 0.67) ($ 0.64) ========= ========= WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: BASIC AND DILUTED 8,409 8,252 ========= =========
ALLIED HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS)
FOR THE THREE MONTHS ENDED MARCH 31, 2003 2002 ----------- ----------- (UNAUDITED) (UNAUDITED) CASH FLOWS FROM OPERATING ACTIVITIES: Net loss ($ 5,664) ($ 5,248) Adjustments to reconcile net loss to net cash (used in) provided by operating activities: Gain on early extinguishment of debt -- (2,750) Interest expense paid in kind 369 12 Amortization of deferred financing costs 1,012 1,045 Depreciation and amortization 12,024 13,663 Gain on disposal of assets and other, net 264 (822) Foreign exchange gains, net (1,018) (37) Cumulative effect of change in accounting principle -- 4,092 Deferred income taxes (4,401) (1,767) Compensation expense related to stock options and grants 60 59 Amortization of Teamsters Union contract costs 600 600 Change in operating assets and liabilities: Receivables, net of allowance for doubtful accounts 2,810 9,473 Inventories (226) 99 Prepayments and other current assets (2,039) 1,405 Short-term investments (2,442) 136 Trade accounts payable (3,810) (2,467) Accrued liabilities (2,146) 6,878 --------- --------- Net change in operating assets and liabilities (7,853) 15,524 --------- --------- Net cash (used in) provided by operating activities (4,607) 24,371 --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment (5,878) (2,626) Proceeds from sale of property and equipment 11 2,185 Decrease in the cash surrender value of life insurance 1 183 --------- --------- Net cash used in investing activities (5,866) (258) --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Additions to (repayments of) revolving credit facilities, net 8,471 (49,458) Additions to long-term debt -- 82,750 Repayment of long-term debt (2,226) (39,671) Payment of deferred financing costs (407) (8,803) Proceeds from issuance of common stock 57 24 Other, net (12) 125 --------- --------- Net cash provided by (used in) financing activities 5,883 (15,033) --------- --------- EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 85 (8) NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (4,505) 9,072 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 10,253 10,543 --------- --------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 5,748 $ 19,615 ========= =========
ALLIED HOLDINGS, INC. AND SUBSIDIARIES 2003 FIRST QUARTER EARNINGS RELEASE OPERATING DATA
THREE MONTHS ENDED MARCH 31, ----------------------------------- 2003 2002 ------------- ------------ (UNAUDITED) (UNAUDITED) ALLIED HOLDINGS, EXCLUDING AAG - CANADA & AXIS: REVENUES $ 168,815,000 $171,579,000 OPERATING (LOSS) INCOME $ (3,453,000) $ 565,000 OPERATING RATIO 102.05% 99.67% VEHICLES DELIVERED 1,684,213 1,666,594 LOADS DELIVERED 217,289 205,873 VEHICLES PER LOAD 7.75 8.10 REVENUE PER VEHICLE $ 100.23 $ 102.95 PERCENT DAMAGE FREE DELIVERY 99.7% 99.7% NUMBER OF AVERAGE ACTIVE RIGS 3,028 3,092 AVERAGE EMPLOYEES DRIVERS 3,136 3,168 OTHERS 1,607 1,991 ALLIED AUTOMOTIVE GROUP - CANADA: REVENUES $ 37,387,000 $ 35,031,000 OPERATING INCOME $ 1,066,000 $ 3,051,000 OPERATING RATIO 97.15% 91.29% VEHICLES DELIVERED 529,063 533,468 LOADS DELIVERED 71,792 70,803 VEHICLES PER LOAD 7.37 7.53 REVENUE PER VEHICLE $ 70.67 $ 65.67 PERCENT DAMAGE FREE DELIVERY 99.7% 99.8% NUMBER OF AVERAGE ACTIVE RIGS 775 740 AVERAGE EMPLOYEES DRIVERS 1,099 1,107 OTHERS 406 504 AXIS GROUP: REVENUES $ 7,390,000 $ 6,649,000 OPERATING INCOME $ 671,000 $ 112,000
ALLIED HOLDINGS, INC. AND SUBSIDIARIES 2003 FIRST QUARTER EARNINGS RELEASE NON-GAAP FINANCIAL INFORMATION
THREE MONTHS ENDED MARCH 31, --------------------------------- 2003 2002 ------------ ------------ (UNAUDITED) (UNAUDITED) RECONCILIATION OF OPERATING INCOME TO ADJUSTED EBITDA: OPERATING (LOSS) INCOME $ (1,716,000) $ 3,728,000 LOSS (GAIN) ON DISPOSAL OF OPERATING ASSETS 264,000 (1,029,000) DEPRECIATION AND AMORTIZATION 12,024,000 13,663,000 ------------ ------------ ADJUSTED EBITDA $ 10,572,000 $ 16,362,000 ============ ============ RECONCILIATION OF OPERATING CASH FLOWS TO ADJUSTED EBITDA: CASH (USED IN) PROVIDED BY OPERATIONS $ (4,607,000) $ 24,371,000 ADJUSTMENTS: INTEREST EXPENSE 7,381,000 8,122,000 INTEREST PAID IN KIND (369,000) (12,000) INTEREST INCOME (326,000) (272,000) AMORTIZATION OF DEFERRED FINANCING COSTS (1,012,000) (1,045,000) INCOME TAX BENEFIT (2,089,000) (386,000) DEFERRED INCOME TAXES 4,401,000 1,767,000 AMORTIZATION OF TEAMSTER UNION CONTRACT COSTS (600,000) (600,000) COMPENSATION EXPENSE RELATED TO STOCK OPTIONS AND GRANTS (60,000) (59,000) TOTAL CHANGE IN OPERATING ASSETS AND LIABILITIES 7,853,000 (15,524,000) ------------ ------------ ADJUSTED EBITDA $ 10,572,000 $ 16,362,000 ============ ============
ADJUSTED EBITDA REPRESENTS EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION AND GAINS AND LOSSES ON OPERATING ASSETS. OPERATING (LOSS) INCOME AND NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES ARE THE CLOSEST FINANCIAL MEASURES IN THE COMPANY'S FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, ("GAAP"), IN TERMS OF COMPARABILITY TO ADJUSTED EBITDA. AS SUCH, RECONCILIATIONS OF ADJUSTED EBITDA TO OPERATING (LOSS) INCOME AND NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES FOR THE QUARTERS ENDED MARCH 31, 2003 AND 2002 ARE PROVIDED ABOVE. BECAUSE ADJUSTED EBITDA IS NOT A MEASUREMENT DETERMINED IN ACCORDANCE WITH GAAP AND IS THUS SUSCEPTIBLE TO VARYING CALCULATIONS, ADJUSTED EBITDA AS PRESENTED ABOVE MAY NOT BE COMPARABLE TO OTHER SIMILARLY TITLED MEASURES OF OTHER COMPANIES. -----END PRIVACY-ENHANCED MESSAGE-----