-----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, U2bI5INpt6t8kIqL3kItAsyyxbrEkZyd6qTGGfImLeXO0gBRCX47a7CSJ3EVRHDb PFYSZUyv8dMK7LvBFuk5PA== 0000950144-96-005343.txt : 19960814 0000950144-96-005343.hdr.sgml : 19960814 ACCESSION NUMBER: 0000950144-96-005343 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19960813 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: 96610921 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, 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 of (I.R.S. Employer incorporation or organization) Identifion 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, 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 June 30, 1996 and December 31, 1995 . . . . . . . . . . . . . . . . . . . . . . . 3 Consolidated Statements of Operations for the Three and Six Month Periods Ended June 30, 1996 and 1995 . . . . . . . 4 Consolidated Statements of Cash Flows for the Six Month Periods Ended June 30, 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 4 Submission of Matters to a Vote of Security Holders . . . . . . . 9 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)
JUNE 30 DECEMBER 31 1996 1995 ------- ----------- (UNAUDITED) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 4,657 $ 11,147 Receivables, net of allowance for doubtful accounts 28,844 22,690 Inventories 4,037 4,184 Prepayments and other current assets 14,552 12,400 -------- -------- Total current assets 52,090 50,421 -------- -------- PROPERTY AND EQUIPMENT, NET 135,805 134,873 -------- -------- OTHER ASSETS: Goodwill, net 22,798 23,568 Notes receivable due from related parties 573 573 Other 5,637 5,251 -------- -------- Total other assets 29,008 29,392 -------- -------- Total assets $216,903 $214,686 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Current maturities of long-term debt $ 4,056 $ 4,368 Trade accounts payable 12,569 11,320 Accrued liabilities 34,641 27,569 -------- -------- Total current liabilities 51,266 43,257 -------- -------- LONG-TERM DEBT, less current maturities 99,203 106,634 -------- -------- POSTRETIREMENT BENEFITS OTHER THAN PENSIONS 3,686 3,698 -------- -------- DEFERRED INCOME TAXES 5,660 5,561 -------- -------- OTHER LONG-TERM LIABILITIES 1,525 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 13,012 10,489 Foreign currency translation adjustment, net of tax (426) (444) -------- -------- Total stockholders' equity 55,563 53,022 -------- -------- Total liabilities and stockholders' equity $216,903 $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 FOR THE SIX MONTHS ENDED JUNE 30 JUNE 30 -------------------------- ------------------------ 1996 1995 1996 1995 ---- ---- ---- ---- REVENUES $107,169 $102,252 $200,565 $203,314 -------- -------- -------- -------- OPERATING EXPENSES: Salaries, wages and fringe benefits 54,682 51,223 105,315 103,155 Operating supplies and expenses 16,664 16,499 31,526 33,189 Purchased transportation 9,805 8,853 17,666 17,642 Insurance and claims 4,293 4,312 8,039 8,285 Operating taxes and licenses 4,495 4,315 8,381 8,835 Depreciation and amortization 6,526 6,311 12,931 12,502 Rents 1,232 1,348 2,481 2,584 Communications and utilities 810 898 1,740 1,770 Other operating expenses 697 876 1,431 1,470 -------- -------- -------- -------- Total operating expenses 99,204 94,635 189,510 189,432 -------- -------- -------- -------- Operating income 7,965 7,617 11,055 13,882 -------- -------- -------- -------- OTHER INCOME (EXPENSE): Interest expense (2,728) (2,906) (5,396) (5,781) Interest income 122 198 303 365 -------- -------- -------- -------- (2,606) (2,708) (5,093) (5,416) -------- -------- -------- -------- INCOME BEFORE INCOME TAXES AND EXTRAORDINARY ITEM 5,359 4,909 5,962 8,466 INCOME TAX PROVISION (2,261) (2,061) (2,504) (3,555) -------- -------- -------- -------- INCOME BEFORE EXTRAORDINARY ITEM 3,098 2,848 3,458 4,911 EXTRAORDINARY LOSS ON EARLY EXTINGUISHMENT OF DEBT, NET OF INCOME TAX BENEFIT OF $573 0 0 (935) 0 -------- -------- -------- -------- NET INCOME $ 3,098 $ 2,848 $ 2,523 $ 4,911 ======== ======== ======== ======== PER COMMON SHARE: Income before extraordinary item $ 0.40 $ 0.37 $ 0.45 $ 0.64 Extraordinary loss on early extinguishment of debt 0.00 0.00 (0.12) 0.00 -------- -------- -------- -------- NET INCOME PER COMMON SHARE $ 0.40 $ 0.37 $ 0.33 $ 0.64 ======== ======== ======== ======== 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 -------------------------------- 1996 1995 --------------- -------------- (UNAUDITED) (UNAUDITED) CASH FLOWS FROM OPERATING ACTIVITIES: Net income $2,523 $4,911 ------- ------ Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 12,931 12,502 Gain on sale of property and equipment (359) (59) Extraordinary loss on early extinguishment of debt, net 935 0 Deferred income taxes 84 (33) Change in operating assets and liabilities: Receivables, net of allowance for doubtful accounts (6,149) (2,073) Inventories 148 (211) Prepayments and other current assets (2,150) (1,281) Trade accounts payable 1,247 (1,513) Accrued liabilities 6,069 858 ------- ------ Total adjustments 12,756 8,190 ------- ------ Net cash provided by operating activities 15,279 13,101 ------- ------ CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment (14,376) (7,871) Proceeds from sale of property and equipment 1,734 712 Increase in the cash surrender value of life insurance (991) (119) ------- ------ Net cash used in investing activities (13,633) (7,278) ------- ------ CASH FLOWS FROM FINANCING ACTIVITIES: Repayments of long-term debt (47,692) (8,566) Proceeds from issuance of long-term debt 40,000 0 Other, net (513) 0 ------- ------ Net cash used in financing activities (8,205) (8,566) ------- ------ EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 69 198 NET DECREASE IN CASH AND CASH EQUIVALENTS (6,490) (2,545) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 11,147 11,712 ------- ------ CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 4,657 $9,167 ======= ======
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, 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 $107.2 million for the second quarter of 1996, compared to $102.3 million for the second quarter of 1995, an increase of 4.8%. For the first six months of 1996, revenues decreased 1.3% to $200.6 million compared to $203.3 million for the same six-month period in 1995. The increase in revenues for the second quarter of 1996 versus the same period in 1995 was primarily due to an increase of approximately 8% in the number of vehicles delivered by the Company. Net income was $3.1 million during the second quarter of 1996, versus $2.8 million during the second quarter of 1995, or $0.40 per share in 1996, versus $0.37 per share in 1995, an increase of 8%. Net income during the second quarter of 1996 was impacted by a sharp rise in diesel fuel prices which increased approximately 7% from the second quarter of 1995 to the second quarter of 1996, reducing earnings by approximately $0.04 per share. Net income was $3.5 million, or $0.45 per share, compared with net income of $4.9 million, or $0.64 per share for the comparable six-month period a year ago, (excluding a $935,000 extraordinary loss on the early extinguishment of debt recorded during the first quarter of 1996). Net income during the first six months of 1996 was impacted by the strike at a number of General Motors manufacturing plants during March 1996, the severe winter weather during the first quarter of 1996, and the sharp rise in diesel fuel prices throughout the first six months of 1996. Salaries, wages and fringe benefits increased from 50.7% of revenues for the first six months of 1995 to 52.5% of revenues for the first six months of 1996, and were 51.0% of revenues for the second quarter of 1996 compared to 50.1% for the second quarter of 1995. This increase as a percentage of revenues is primarily due to inefficiencies and increased costs resulting from the General Motors' strike, the severe winter weather during the first quarter of 1996 and the additional costs related to the start-up of Axis Group, Inc. Axis Group is a wholly-owned subsidiary engaged in meeting the logistics requirements for distribution services relating to finished vehicles. 7 8 Operating supplies and expenses as a percentage of revenues decreased from 16.1% for the second quarter of 1995 to 15.5% for the second quarter of 1996. For the six months ended June 30, 1996, these costs decreased to 15.7% of revenues from 16.3% for the same period in 1995. Operating supplies and expenses have decreased despite the sharp rise in diesel fuel prices. This decrease is primarily due to the use of newer, more efficient equipment which has reduced the costs to operate the Company's rigs and has increased fuel efficiency. In addition, the Company has implemented productivity and efficiency programs that have reduced operating expenses. FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES Net cash provided by operating activities totaled $15,279,000 for the six months ended June 30, 1996 versus net cash provided by operating activities of $13,101,000 for the same period in 1995. This increase in cash flows from operations is mainly due to changes in working capital. Net cash used in investing activities totaled $13,633,000 for the six months ended June 30, 1996 versus $7,278,000 for the same period in 1995. This increase was primarily due to an increase in the number of new rigs that were acquired, modifications of existing equipment, and renovations and additions to terminal and maintenance facilities. Net cash used in financing activities totaled $8,205,000 for the six months ended June 30, 1996 versus net cash used in financing activities of $8,566,000 for the same period in 1995. During the first six months of 1995, the company repaid $8,566,000 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 second quarter of 1996, $5,993,000 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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS On May 16, 1996 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 - -------------------------------------------------------------------------------- Bernard O. De Wulf 5,810,661 4,580 0 1999 - -------------------------------------------------------------------------------- Guy W. Rutland, III 5,810,661 4,580 0 1999 - -------------------------------------------------------------------------------- Robert R. Woodson 5,810,511 4,730 0 1999 ================================================================================
The following Directors' terms will continue as indicated. Guy W. Rutland, IV 1998 B.F. Wilson, Jr. 1998 Joseph W. Collier 1998 David G. Bannister 1997 A. Mitchell Poole, Jr. 1997 Robert J. Rutland 1997 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: There were no reports filed on Form 8-K for the quarter ended June 30, 1996. 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. August 13, 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 SIX MONTHS ENDED JUNE 30, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 6-MOS DEC-31-1996 JAN-01-1996 JUN-30-1996 4,657 0 28,844 0 4,037 52,090 135,805 0 216,903 51,266 0 0 0 0 55,563 216,903 200,565 200,565 189,510 189,510 0 0 5,396 5,962 2,504 3,458 0 (935) 0 2,523 .33 .33
-----END PRIVACY-ENHANCED MESSAGE-----