-----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, EZfw4iZprivDVIL9wZbj/n6xvNT+YiWpZUmLz6RM66YpsWIzShkQpUh+kE5tCRRG JIuNlv40J0k6HkhM/3DeOg== 0000950144-96-007770.txt : 19961111 0000950144-96-007770.hdr.sgml : 19961111 ACCESSION NUMBER: 0000950144-96-007770 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960930 FILED AS OF DATE: 19961108 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: 96657211 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 SEPTEMBER 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 incorporation or organization) (I.R.S. Employer 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 November 1, 1996 . . . . . . 7,725,000 TOTAL NUMBER OF PAGES INCLUDED IN THIS REPORT: 11 2 INDEX PART I FINANCIAL INFORMATION
PAGE ITEM 1: FINANCIAL STATEMENTS Consolidated Balance Sheets as of September 30, 1996 and December 31, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Consolidated Statements of Operations for the Three and Nine Month Periods Ended September 30, 1996 and 1995 . . . . . . . . . . . . . . . . . . . . 4 Consolidated Statements of Cash Flows for the Nine Month Periods Ended September 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 6 Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Signature Page . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
2 3 PART 1 - Financial Information ITEM 1 - Financial Statements ALLIED HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In Thousands)
SEPTEMBER 30 DECEMBER 31 1996 1995 ------------ ----------- (UNAUDITED) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 11,527 $ 11,147 Receivables, net of allowance for doubtful accounts 27,200 22,690 Inventories 3,875 4,184 Prepayments and other current assets 13,286 12,400 -------- -------- Total current assets 55,888 50,421 -------- -------- PROPERTY AND EQUIPMENT, NET 132,977 134,873 -------- -------- OTHER ASSETS: Goodwill, net 22,247 23,568 Notes receivable due from related parties 573 573 Other 6,913 5,251 -------- -------- Total other assets 29,733 29,392 -------- -------- Total assets $218,598 $214,686 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Current maturities of long-term debt $ 3,918 $ 4,368 Trade accounts payable 15,040 11,320 Accrued liabilities 33,476 27,569 -------- -------- Total current liabilities 52,434 43,257 -------- -------- LONG-TERM DEBT, LESS CURRENT MATURITIES 100,825 106,634 -------- -------- POSTRETIREMENT BENEFITS OTHER THAN PENSIONS 3,695 3,698 -------- -------- DEFERRED INCOME TAXES 5,680 5,561 -------- -------- OTHER LONG-TERM LIABILITIES 1,291 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 12,076 10,489 Foreign currency translation adjustment, net of tax (380) (444) -------- -------- Total stockholders' equity 54,673 53,022 -------- -------- Total liabilities and stockholders' equity $218,598 $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 NINE MONTHS ENDED SEPTEMBER 30 SEPTEMBER 30 -------------------------- ------------------------- 1996 1995 1996 1995 ---- ---- ---- ---- REVENUES $87,609 $82,192 $288,174 $285,506 ------- ------- -------- -------- OPERATING EXPENSES: Salaries, wages and fringe benefits 46,687 44,856 152,002 148,011 Operating supplies and expenses 14,396 13,531 45,922 46,720 Purchased transportation 7,390 6,723 25,056 24,365 Insurance and claims 4,243 3,305 12,282 11,590 Operating taxes and licenses 3,901 3,625 12,282 12,460 Depreciation and amortization 6,703 6,451 19,634 18,953 Rents 1,266 1,341 3,747 3,925 Communications and utilities 750 834 2,490 2,604 Other operating expenses 1,286 894 2,717 2,364 ------- ------- -------- -------- Total operating expenses 86,622 81,560 276,132 270,992 ------- ------- -------- -------- Operating income 987 632 12,042 14,514 ------- ------- -------- -------- OTHER INCOME (EXPENSE): Interest expense (2,747) (2,822) (8,143) (8,603) Interest income 146 153 449 518 ------- ------- -------- -------- (2,601) (2,669) (7,694) (8,085) ------- ------- -------- -------- (LOSS) INCOME BEFORE INCOME TAXES AND EXTRAORDINARY ITEM (1,614) (2,037) 4,348 6,429 INCOME TAX BENEFIT (PROVISION) 678 855 (1,826) (2,700) ------- ------- -------- -------- (LOSS) INCOME BEFORE EXTRAORDINARY ITEM (936) (1,182) 2,522 3,729 EXTRAORDINARY LOSS ON EARLY EXTINGUISHMENT OF DEBT, net of income tax benefit of $573 0 0 (935) 0 ------- ------- -------- -------- NET (LOSS) INCOME $ (936) $(1,182) $ 1,587 $ 3,729 ======= ======= ======== ======== PER COMMON SHARE: (Loss) Income before extraordinary item $ (0.12) $ (0.15) $ 0.33 $ 0.48 Extraordinary loss on early extinguishment of debt 0.00 0.00 (0.12) 0.00 ------- ------- -------- -------- NET (LOSS) INCOME PER COMMON SHARE $ (0.12) $ (0.15) $ 0.21 $ 0.48 ======= ======= ======== ======== 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 NINE MONTHS ENDED SEPTEMBER 30 ----------------------------- 1996 1995 ----------------------------- (Unaudited) (Unaudited) CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 1,587 $ 3,729 ------- -------- Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 19,634 18,953 Gain on sale of property and equipment (68) (45) Extraordinary loss on early extinguishment of debt, net 935 0 Deferred income taxes 81 (1,395) Change in operating assets and liabilities: Receivables, net of allowance for doubtful accounts (4,498) (3,300) Inventories 311 (111) Prepayments and other current assets (882) (1,628) Trade accounts payable 3,714 2,667 Accrued liabilities 4,674 (1,665) ------- -------- Total adjustments 23,901 13,476 ------- -------- Net cash provided by operating activities 25,488 17,205 ------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment (19,731) (13,102) Proceeds from sale of property and equipment 3,398 777 Increase in the cash surrender value of life insurance (1,860) (179) ------- -------- Net cash used in investing activities (18,193) (12,504) ------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Repayments of long-term debt (48,391) (10,258) Proceeds from issuance of long-term debt 42,190 0 Other, net (695) 858 ------- -------- Net cash used in financing activities (6,896) (9,400) ------- -------- EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS (19) 305 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 380 (4,394) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 11,147 11,712 ------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $11,527 $ 7,318 ======= ========
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 nine month periods ended September 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 $87.6 million for the third quarter of 1996, compared to $82.2 million for the third quarter of 1995, an increase of 6.6%. For the first nine months of 1996, revenues increased 0.9% to $288.2 million compared to $285.5 million for the same nine-month period in 1995. The increase in revenues was primarily due to an increase in the number of vehicles delivered. The company delivered 11.5% more vehicles in the third quarter of 1996 than in the third quarter of 1995 and 4.0% more vehicles in the first nine months of 1996 than in the same nine month period in 1995. The additional revenues generated from the increase in deliveries were partially offset by a change in the mix of vehicles delivered, primarily in Canada. The number of cross-border deliveries as a percentage of total deliveries increased which caused a decrease in the revenue generated per unit delivered. The company experienced a net loss of $936,000 during the third quarter of 1996, versus a loss of $1.2 million during the third quarter of 1995, or $0.12 per share in 1996, versus $0.15 per share in 1995. The third quarter results were impacted by a sharp rise in diesel fuel prices which increased approximately 9% from the third quarter of 1995, reducing earnings by approximately $0.05 per share. In addition, the third quarter results were adversely impacted by a change in the mix of vehicles delivered, an increase in liability claims cost, and approximately $0.8 million of budgeted start-up costs for the Axis Group. The Axis Group is a wholly-owned subsidiary formed during 1996 to provide logistics solutions to the automotive industry. Net income was $2.5 million, or $0.33 per share for the first nine months of 1996, compared with net income of $3.7 million, or $0.48 per share for the comparable nine-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 nine 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 nine months of 1996. 7 8 Salaries, wages and fringe benefits were 53.3% of revenues for the third quarter of 1996 compared to 54.6% for the third quarter of 1995. Therefore, a portion of salaries, wages and fringe benefits are fixed expenses, and remained constant as revenues increased over the third quarter of 1995, resulting in salaries, wages and fringe benefits decreasing as a percentage of revenues. Salaries, wages and fringe benefits increased from 51.8% of revenues for the first nine months of 1995 to 52.7% of revenues for the first nine months of 1996. This change as a percentage of revenues is primarily due to inefficiencies and increased costs resulting from the General Motors' strike during March 1996, the severe winter weather during the first quarter of 1996 and the additional costs related to the start-up of the Axis Group. Operating supplies and expenses as a percentage of revenues decreased from 16.5% for the third quarter of 1995 to 16.4% for the third quarter of 1996. For the nine months ended September 30, 1996, these costs decreased to 15.9% of revenues from 16.4% for the same period in 1995. Operating supplies and expenses have decreased despite the 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. Insurance and claims expense was 4.8% of revenues for the third quarter of 1996 compared to 4.0% for the third quarter of 1995. For the first nine months of 1996, insurance and claims expense was 4.3% of revenues versus 4.1% of revenues in the first nine months of 1995. Insurance and claims expense has been impacted by increased liability claims costs during the third quarter of 1996. . FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES Net cash provided by operating activities totaled $25,488,000 for the nine months ended September 30, 1996 versus net cash provided by operating activities of $17,205,000 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 $18,193,000 for the nine months ended September 30, 1996 versus $12,504,000 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. 8 9 Net cash used in financing activities totaled $6,896,000 for the nine months ended September 30, 1996 versus net cash used in financing activities of $9,400,000 for the same period in 1995. 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 nine months of 1996, $48,391,000 of long-term debt was repaid. During the first nine months of 1995, the company repaid $10,258,000 of long-term debt. 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. 9 10 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: There were no reports filed on Form 8-K for the quarter ended September 30, 1996. 10 11 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. November 8, 1996 /s/ A. Mitchell Poole, Jr. ---------------- -------------------------------------- (Date) A. Mitchell Poole, Jr. on behalf of Registrant as President and Chief Operating Officer 11 EX-27 2 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL STATEMENTS OF ALLIED HOLDINGS, INC. FOR THE NINE MONTH ENDED SEPTEMBER 30, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 U.S. DOLLARS 9-MOS DEC-31-1996 JAN-01-1996 SEP-30-1996 1 11,527 0 27,200 0 3,875 55,888 132,977 0 218,598 52,434 0 0 0 0 54,673 218,598 288,174 288,174 276,132 276,132 0 0 8,143 4,348 1,826 2,522 0 (935) 0 1,587 .21 .21
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