UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-Q
(Mark One)
X Quarterly report pursuant to Section 13 or 15 (d) of the
Securities Exchange Act 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: 0-26954
CONSOLIDATED DELIVERY & LOGISTICS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 22-3350958
(State or other jurisdiction of
incorporation or organization) (I.R.S. Employer Identification No.)
Mack Centre IV, 61 South Paramus Road 07652
Paramus, New Jersey (Zip Code)
(Address of principal executive offices)
(201) 291-1900
(Registrant's telephone number, including area code)
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. Yes _X_ No___
The number of shares of common stock of the Registrant, par value $.001 per
share, outstanding as of August 7, 1996 was 6,679,882.
<PAGE>
CONSOLIDATED DELIVERY & LOGISTICS, INC.
FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 1996
INDEX
Page
Part I - Financial Information (unaudited)
Item 1 - Financial Statements
Condensed Consolidated Balance Sheets as of 1
December 31, 1995 and June 30, 1996
Consolidated Delivery & Logistics, Inc. and Subs. 2
For The Three and Six Months Ended June 30, 1996
Combined Founding Companies For The Three and Six
Months Ended June 30, 1996
Condensed Statements of Income
Consolidated Delivery & Logistics, Inc. and Subs. 3
For The Six Months Ended June 30, 1996
Combined Founding Companies For The Six
Months Ended June 30, 1996
Condensed Statements of Cash Flows
Notes to Condensed Combined/Consolidated Financial 4
Statements
Item 2 - Management's Discussion and Analysis of Financial 7
Condition
Part II - Other Information
Item 1 - Legal Proceedings 11
Item 4 - Submission of Matters to a Vote of Security Holders 11
Item 6 - Exhibits and Reports on Form 8-K 12
Signature 14
<PAGE>
CONSOLIDATED DELIVERY & LOGISTICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands except share information)
December 31, 1995 June 30, 1996
------------------ -----------------
(Note 1) (Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $6,589 $1,778
Accounts receivable, net 18,555 21,889
Prepaid expenses and other current assets 2,312 3,137
------------------ -----------------
Total current assets 27,456 26,804
Equipment and leasehold improvements, net 3,925 4,179
Other assets 1,459 3,891
================== =================
TOTAL ASSETS $32,840 $34,874
================== =================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Short-term borrowings $2,803 $6,511
Current maturities of long-term debt 3,477 1,574
Accounts payable and accrued liabilities 13,634 12,466
------------------ -----------------
Total current liabilities 19,914 20,551
Long-term debt, net of current maturities 3,027 3,743
Other long-term liabilities 1,588 1,312
------------------ -----------------
TOTAL LIABILITIES 24,529 25,606
------------------ -----------------
STOCKHOLDERS' EQUITY
Preferred stock, $.001 par value; 2,000,000 shares
authorized; no shares issued and outstanding 0 0
Common stock, $.001 par value; 30,000,000 shares
authorized; 6,629,569 and 6,679,882 shares issued and
outstanding at December 31, 1995 and June 30, 1996,
respectively 7 7
Additional paid-in capital 8,499 8,901
Retained earnings (accumulated deficit) (195) 360
------------------ -----------------
TOTAL STOCKHOLDERS' EQUITY 8,311 9,268
================== =================
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $32,840 $34,874
================== =================
See accompanying notes to condensed combined/consolidated
financial statements.
<PAGE>
CONSOLIDATED DELIVERY & LOGISTICS, INC. AND SUBSIDIARIES
For The Three and Six Months Ended June 30, 1996 and
COMBINED FOUNDING COMPANIES
For The Three and Six Months Ended June 30, 1995
CONDENSED STATEMENTS OF INCOME
(In thousands, except per share data)
(Unaudited)
For The Three Months For The Six Months
Ended June 30, Ended June 30,
---------------------- ---------------------
1995 1996 1995 1996
--------- --------- --------- ---------
(Note 2) (Note 2)
REVENUES $39,698 $41,529 $73,729 $81,694
Cost of Revenues 27,714 28,853 51,468 56,571
--------- --------- --------- ---------
GROSS PROFIT 11,984 12,676 22,261 25,123
Selling, General, &
Administrative Expenses 10,585 12,021 19,637 23,996
--------- --------- --------- ---------
OPERATING INCOME 1,399 655 2,624 1,127
OTHER (INCOME) EXPENSE:
Other income, net (92) (143) (190) (237)
Interest expense 201 226 395 407
--------- --------- --------- ---------
INCOME BEFORE INCOME TAXES 1,290 572 2,419 957
Provision for Income Taxes 580 240 1,042 402
--------- --------- --------- ---------
NET INCOME $710 $332 $1,377 $555
========= ========= ========= =========
NET INCOME PER SHARE $.05 $.08
========= =========
WEIGHTED AVERAGE SHARES
OUTSTANDING 6,637 6,633
========= =========
PRO FORMA NET INCOME PER
$.10 $.20
SHARE
========= =========
PRO FORMA WEIGHTED AVERAGE
SHARES OUTSTANDING 6,811 6,811
========= =========
See accompanying notes to condensed combined/consolidated
financial statements.
<PAGE>
CONSOLIDATED DELIVERY & LOGISTICS, INC. AND SUBSIDIARIES
For The Six Months Ended June 30, 1996
COMBINED FOUNDING COMPANIES
For The Six Months Ended June 30, 1995
CONDENSED STATEMENTS OF CASH FLOWS
(in thousands, except per share data)
(Unaudited)
Six Months Ended
June 30,
----------------------
1995 1996
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES: (Note 2)
Net income $1,377 $555
Adjustments to reconcile net income to net cash provided
(used) by operating activities -
Adjustments to conform fiscal year-ends of certain
acquired companies 105 0
Gain (loss) on disposal of equipment and leasehold
improvements 221 (1)
Depreciation and amortization 480 792
Capital contributions equal to current income taxes
of S Corporations 278 0
Changes in operating assets and liabilities
(Increase) decrease in -
Accounts receivable, net (2,112) (2,794)
Prepaid expenses and other current assets 113 (798)
Other assets (194) 266
Increase (decrease) in -
Accounts payable and accrued liabilities 446 (1,460)
Other long-term liabilities 1,209 (276)
------ ------
Net cash provided (used) by operating activities 1,923 (3,716)
------ ------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of businesses 0 (1,416)
Proceeds from sale of equipment and leasehold
improvements 0 46
Additions to equipment and leasehold improvements (1,007) (927)
------ ------
Net cash used in investing activities (1,007) (2,297)
------ ------
CASH FLOWS FROM FINANCING ACTIVITIES
Deferred financing costs 0 (121)
Issuance of Common Stock in connection with
purchases of businesses 0 402
Short-term borrowings, net 85 2,852
Proceeds from long-term debt 1,619 1,092
Repayments of long-term debt (1,802) (3,023)
Distributions to stockholders (1,441) 0
------ ------
Net cash provided (used) by financing activities (1,539) 1,202
------ ------
Net increase (decrease) in cash and cash equivalents(623) (4,811)
CASH AND CASH EQUIVALENTS, beginning of year 2,399 6,589
------ ------
CASH AND CASH EQUIVALENTS, end of period $1,776 $1,778
====== ======
See accompanying notes to condensed combined/consolidated financial statements
<PAGE>
CONSOLIDATED DELIVERY & LOGISTICS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED COMBINED/CONSOLIDATED FINANCIAL STATEMENTS
(1) BASIS OF PRESENTATION:
The accompanying unaudited condensed combined/consolidated
financial statements have been prepared in accordance with generally
accepted accounting principles for interim financial information and
with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete
financial statements. The balance sheet at December 31, 1995 has been
derived from the audited financial statements at that date. In the
opinion of management, all adjustments (consisting of normal recurring
adjustments) considered necessary for a fair presentation have been
included. Operating results for the six month period ended June 30,
1996 are not necessarily indicative of the results that may be expected
for any other interim period or for the year ending December 31, 1996.
For further information, refer to the consolidated financial statements
and footnotes thereto included in the Company's Form 10-K for the year
ended December 31, 1995.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Principles of Consolidation -
The Company completed the acquisition of 11 companies on
November 20, 1995. The Company selected October 1, 1995 as the
effective date of the merger for reasons of administrative and
accounting convenience which the Company believed was justified under
generally accepted accounting principles, given that the acquisition
agreements with each of the Founding Companies had been executed prior
to that date. The assets and liabilities of the acquired companies at
September 30, 1995 were recorded by the Company at their historical
amounts. The pro forma combined statements of income and cash flows for
the three and six months ended June 30, 1995 include the combined
operations of the acquired companies for the three and six months then
ended as if the acquisition had taken place as of January 1, 1995.
The consolidated financial statements include the accounts of
the Company and its wholly-owned subsidiaries. All significant
intercompany balances and transactions have been eliminated.
Net Income Per Share -
The computation of consolidated net income per share for the
three and six months ended June 30, 1996 is based upon 6,636,756 and
6,633,163 shares, respectively, of Common Stock outstanding. The
conversion of the stock options and debentures outstanding at June 30,
1996 are not included in the computations as the effect would be
antidilutive.
The computation of pro forma combined net income per share for
the three and six months ended June 30, 1995 is based upon 6,810,564
shares of Common Stock outstanding, which includes (i) 493,869 shares
issued prior to the Combination, (ii) 2,935,700 shares issued in
connection with the companies acquired in November 1995, (iii)
3,200,000 shares sold in the Offering, and (iv) the dilution
attributable to the Company's debentures which are convertible into
180,995 shares of Common Stock.
<PAGE>
(3) COMBINED FOUNDING COMPANIES:
The Combined Founding Companies collectively are considered
predecessors to the Company. The following table provides a
reconciliation to the Combined Founding Companies Statement of
Income for the six months ended June 30, 1995.
Combined Founding Companies
For the Six Months Ended June 30, 1995
Condensed Statements of Incomes
(Unaudited, in thousands)
Crown
Courier
Systems,
Inc. and
Bestway
SureWay Silver Click Distri-
Air Securities National Star Messenger bution
Traffic Courier Courier, Express, Service,Systems,
Corp Corp Inc. Inc. Inc. Inc.
------- ------ ------ ------ ------ ------
Revenues $20,806 $8,641 $7,705 $6,726 $5,910 $5,460
Cost of Revenues 11,779 7,856 5,075 5,119 4,179 3,504
------- ------ ------ ------ ------ ------
Gross Profit 9,027 785 2,630 1,607 1,731 1,956
Selling, General, &
Administrative Expenses 7,709 616 2,612 1,379 1,425 1,797
------- ------ ------ ------ ------ ------
Operating Income 1,318 169 18 228 306 159
Other Income (Expense):
Other Income, Net 53 65 (8) 63 0 76
Interest Expense, Net (59) (88) (41) (28) (24) (2)
------- ------ ------ ------ ------ ------
Income Before Income 1,312 146 (31) 263 282 233
Taxes
Provision for Income 544 58 6 108 113 95
Taxes
------- ------ ------ ------ ------ ------
Net Income $768 $88 $(37) $155 $169 $138
======= ====== ====== ====== ====== ======
Orbit
Light-
Court Speed Distrib.Olympic American
Courier Courier Sol. Courier Courier Combined
Systems, Systems, Int'l Systems, Express, Founding
Inc. Inc. Inc. Inc. Inc. Companies
------ ------ ------ ------ ------ ---------
Revenues $4,824 $4,386 $4,384 $2,897 $1,990 $73,729
Cost of Revenues 3,804 3,133 3,791 1,573 1,655 51,468
------ ------ ------ ------ ------ -------
Gross Profit 1,020 1,253 593 1,324 335 22,261
Selling, General, &
Administrative Expenses 905 936 627 1,277 354 19,637
------ ------ ------ ------ ------ -------
Operating Income 115 317 (34) 47 (19) 2,624
Other Income (Expense):
Other Income, Net (25) 0 (7) 0 (27) 190
Interest Expense, Net (118) (8) (8) (14) (5) (395)
------ ------ ------ ------ ------ -------
Income Before Income (28) 309 (49) 33 (51) 2,419
Taxes
Provision for Income 1 124 0 14 (21) 1,042
Taxes
------ ------ ------ ------ ------ -------
Net Income $(29) $185 $(49) $19 $(30) $1,377
====== ====== ====== ====== ====== =======
<PAGE>
(4) BUSINESS COMBINATIONS:
During the three months ended June 30, 1996, the Company
acquired three businesses, accounted for as purchase transactions. The
total consideration paid for these businesses is contingent upon future
activity and is estimated to be $2,700,000 in cash and 50,312 shares of
Common Stock at $8 per share. The excess of purchase price over net
assets acquired is being amortized on a straight line basis over 25
years. Final determination of the individual acquisition costs will be
made by April 1999. The accompanying financial statements as of and for
the three and six months ended June 30, 1996 include the allocations of
the preliminary purchase prices. Unaudited pro forma revenue and income
data, reflecting the effects of the acquisitions for the six months
ended June 30, 1995 and 1996 as if the acquisitions were effective on
the first day of the year being reported are set forth below.
For the Six Months Ended June 30,
1995 1996
(In thousands except per share data)
Revenues $79,716 $86,287
Net Income $1,314 $321
Net Income per Share $.20 $.05
The pro forma results are not necessarily indicative of actual
results which might have occurred had the operations of the Company and
the acquired businesses been combined at the beginning of the periods
presented.
(5) REVOLVING CREDIT FACILITY:
In May 1996, the Company entered into a two year agreement
with Summit Bank (formerly United Jersey Bank, N.A.) and Mellon Bank
N.A., to establish a revolving credit facility. Credit availability is
based on certain criteria, up to an initial maximum amount of
$15,000,000, which may under certain conditions be increased to
$25,000,000 and is secured by certain assets, including accounts
receivable and stock of the Company and its subsidiaries. Availability
at June 30, 1996, was approximately $12,500,000, of which approximately
$6,000,000 was available for future borrowings. Interest rates on
borrowings are based on margins over the banks lending rates or the
London interbank borrowing rate (Libor). The credit agreement has
certain restrictive covenants, with which the Company was in compliance
at June 30, 1996.
<PAGE>
Item 2 - Management's Discussion and Analysis of Financial Condition
Overview
The following discussion of the Company's results of operations and of
its liquidity and capital resources should be read in conjunction with the
Consolidated Financial Statements of the Company and the related notes thereto
appearing elsewhere in this Quarterly Report. Simultaneously, with the closing
of the Company's initial public offering in November, 1995, separate
wholly-owned subsidiaries of the Company merged with each of the eleven Founding
Companies. Prior to the Merger, each of the Founding Companies operated as a
separate independent entity. The Company selected October 1, 1995 as the
effective date of the Merger for reasons of administrative and accounting
convenience which the Company believed was justified under generally accepted
accounting principles, given that the acquisition agreements with each of the
Founding Companies had been executed prior to that date. For the six and three
month periods ended June 30, 1995, the combined financial statements include the
accounts of the Founding Companies as if the Founding Companies had always been
members of the same operating group without giving effect to the Mergers or the
Offering. As a result, combined results may not be comparable to or indicative
of future performance.
During the three months ended June 30, 1996, the Company acquired three
businesses, accounted for as purchase transactions. The total consideration paid
for these businesses is contingent upon future activity and is estimated to be
$2,700,000 in cash and 50,312 shares of Common Stock at $8 per share. The excess
of purchase price over net assets acquired is being amortized on a straight line
basis over 25 years.
Six Months Ended June 30, 1996 Compared to Six Months Ended June 30, 1995
Revenues for the first half of 1996 increased $8.0 million, or
10.8%, to $81.7 million from $73.7 million for the first half of 1995 primarily
as a result of increased air and ground delivery revenues, as well as increases
in revenues in the Company's logistics business. Revenues at National increased
$0.5 million from $7.7 million for the six months ended June 30, 1995 to $8.2
million for the six months ended June 30, 1996. Revenues at Securities Courier
decreased by $210,000 from $8.6 million to $8.4 million while Sureway increased
its revenues by $5.9 million from $20.8 million for the first half of 1995 to
$26.7 million for the first half of 1996. The increase at Sureway resulted from
a growth in its air courier business as well as its logistics business. For the
first half of 1996, ground delivery revenues increased approximately $3.6
million (8.0%), air delivery revenues increased approximately $3.7 million
(17.5%) and logistics revenues increased by approximately $0.7 million (9.1%)
over the comparable period in 1995. Ground delivery revenues increased primarily
due to additional business from existing customers as well as the addition of
new customers in the consumer products and pharmaceutical industries. The
increase in air delivery revenues during the first half of 1996 was largely
attributable to new customers in the computer hardware and software industries
and to increased demand from existing customers. The increase in logistics
revenues was primarily attributable to the addition of new customers and
increased demand from existing customers. This increase was partially offset by
a significant reduction in logistics revenues resulting from the loss of several
important project bids during the first quarter of 1996.
Gross profit for the first half of 1996 increased $2.8 million, or
12.6%, to $25.1 million from $22.3 million for the first half of 1995 primarily
as a result of increased air and ground delivery revenues. Gross profit at
Securities Courier increased $0.8 million and at Sureway by $2.6 million for the
first half of 1996 over the first half of 1995. The increase at Securities
Courier is due to a reduction in insurance and payroll due to the increased
purchasing power of the Company. The increase in gross profit at National
Courier of approximately $100,000 was due mainly to increased operating
efficiency. These increases were partially offset by lower margins in the
Company's logistics business as a result of the loss of several project bids as
described above. Gross profit margin for the first half of 1996 increased to
30.8%, as compared to 30.2% for the first half of 1995. The increase in gross
profit margin resulted primarily from the Company's ability to provide an
increased level of services to its customers and to reduce the amount of work
subcontracted to third parties. This increase was partially offset by lower
margins resulting from adverse weather conditions occurring during the first
quarter of 1996.
SG&A for the first half of 1996 increased $4.4 million, or 22.2%, to
$24.0 million from $19.6 million for the first half of 1995. As a percentage of
revenues, SG&A increased to 29.4% for the first half of 1996 from 26.6% for the
comparable period of 1995. Approximately $2.3 million of the increase in SG&A
resulted from increased costs relating to ongoing staff and facility expansion
to generate and support the increased revenue volume as described above.
Approximately $2.1 million of the increase in SG&A resulted from corporate
overhead expenses, including salaries and benefits for members of senior
management and administrative staff, professional fees, travel and office
expenses, and other costs related to the establishment of the Company's
corporate and administrative infrastructure as a newly formed public company. In
addition, a portion of the increase in SG&A expenses was attributable to costs
necessary to consolidate and combine certain of the Company's facilities and
operations.
For the reasons discussed above, operating income for the first half of
1996 decreased $1.5 million, or 57.0%, to $1.1 million from $2.6 million for the
comparable period in 1995. Operating margin decreased to 1.4% in the first half
of 1996 from 3.1% for the first half of 1995.
The provision for income taxes for the first half of 1996 decreased
$0.6 million, or 61.5%, to $0.4 million from $1.0 million for the first half of
1995 primarily as a result of a lower level of taxable income.
For the reasons discussed above, net income for the first half of 1996
decreased $0.8 million, or 60.0%, to $0.6 million from $1.4 million for the
first half of 1995.
Three Months Ended June 30, 1996 Compared to Three Months Ended June 30, 1995
Revenues for the second quarter of 1996 increased $1.8 million, or
4.6%, to $41.5 million from $39.7 million for the second quarter of 1995
primarily as a result of increased air and ground delivery revenues. Revenues at
National increased $150,000. Securities Courier revenues remained the same at
$4.3 million while Sureway increased its revenues by $2.1 million to $13.7
million for the second quarter of 1996. The increase at Sureway resulted from
growth in both its air courier and logistics businesses. For the second quarter
of 1996, ground delivery revenues increased approximately $0.8 million (3.5%),
air delivery revenues increased approximately $1.2 million (10.5%) and logistics
revenues decreased by approximately $220,000 (5.0%) over the comparable period
in 1995. The increase in air delivery revenues during the second quarter of 1996
was largely attributable to new customers in the computer hardware and software
industries and to increased demand from existing customers.
Gross profit for the second quarter of 1996 increased $0.7 million, or
5.8%, to $12.7 million from $12.0 million for the second quarter of 1995
primarily as a result of increased air and ground delivery revenues discussed
above.
SG&A for the second quarter of 1996 increased $1.4 million, or 13.2%,
to $12.0 million from $10.6 million for the second quarter of 1995. As a
percentage of revenues, SG&A increased to 28.9% for the second quarter of 1996
from 26.7% for the comparable period of 1995. Approximately $1.0 million of the
increase in SG&A resulted from corporate overhead expenses, including salaries
and benefits for members of senior management and administrative staff,
professional fees, travel and office expenses, and other costs related to the
establishment of the Company's corporate and administrative infrastructure as a
newly formed public company. In addition, a portion of the increase in SG&A
expenses was attributable to costs necessary to consolidate and combine certain
of the Company's facilities and operations.
For the reasons discussed above, operating income for the second
quarter of 1996 decreased $744,000, or 53.2%, to $655,000 from $1,399,000 for
the comparable period in 1995.
For the reasons discussed above, net income decreased by $376,000 from
$708,000 for the three months ended June 30, 1995 to $332,00 for the three
months ended June 30, 1996.
Liquidity and Capital Resources
Working capital at June 30, 1996, amounted to $6,253,000, as compared
to $7,542,000 at December 31, 1995. The decrease is primarily attrributable
to a decline in net income and changes in current assets and liabilities.
During the six months ended June 30, 1996, net cash used by operating
activities was $3.7 million. Cash used in investing activities was $1.9 million,
which primarily consisted of funds used for the acquisitions of three companies
during the second quarter of 1996 and equipment purchases. Cash provided by
financing activities was $0.8 million which consisted primarily of an increase
in borrowing under the Company's line of credit, offset by repayments of
outstanding debt.
In May 1996, the Company entered into a two year agreement with
Summit Bank (formerly United Jersey Bank, N.A.) and Mellon Bank N.A., to
establish a revolving credit facility. Credit availability is based on
certain criteria, up to an initial maximum amount of $15,000,000, which
may under certain conditions be increased to $25,000,000 and is secured
by certain assets, including accounts receivable and stock of the Company
and its subsidiaries. Availability at June 30, 1996, was approximately
$12,500,000, of which approximately $6,000,000 was available for future
borrowings. Interest rates on borrowings are based on margins over the banks
lending rates or the London interbank borrowing rate (Libor). The credit
agreement has certain restrictive covenants, with which the Company was in
compliance at June 30, 1996.
Management believes that cash flow from operations, together with its
current sources of liquidity and borrowing capacity, are sufficient to support
the Company's operations and general business and capital liquidity
requirements. The Company will seek opportunities to make appropriate
acquisitions and intends to implement an opportunistic acquisition program. The
Company intends to use its Common Stock for all or a portion of the
consideration to be paid in future acquisitions. However, the recent decline in
the market value of the Company's Common Stock has reduced the attractiveness of
the Common Stock as an acquisition medium. As a result, the Company will be
required to utilize more of its cash resources in order to effect its
acquisition program.
<PAGE>
Disclosure Regarding Forward Looking Statements
The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward looking statements. Certain information contained in this
Form 10-Q includes information that is forward looking, such as the Company's
expectations for future performance, its growth and acquisition strategies, its
anticipated liquidity and capital needs and its future prospects. The matters
referred to in such forward looking statements could be affected by the risks
and uncertainties related to the Company's business. These risks and
uncertainties include, but are not limited to, the effect of economic and market
conditions, the Company's lack of prior operating history, the ability of the
Company to successfully integrate the business of acquired companies, the impact
of competition, both for customers and for acquisition candidates, the need for
financing to implement the Company's strategic plan, as well as certain other
risks described elsewhere herein and in the Company's Annual Report on Form 10-K
for the year ended December 31, 1995. Subsequent written and oral forward
looking statements attributable to the Company or persons acting on its behalf
are expressly qualified in their entirety by the cautionary statements contained
herein and elsewhere in this Form 10-Q.
<PAGE>
Part II - OTHER INFORMATION
Item 1 - Legal Proceedings.
The Company and its subsidiaries are from time to time, parties to
litigation arising in the normal course of their business, most of
which involves claims for personal injury and property damage incurred
in connection with their operations. Management believes that none of
these actions will have a material adverse effect on the financial
position or results of operations of the Company and its subsidiaries.
Item 2 - Changes in Securities. Not applicable
Item 3 - Defaults Upon Senior Securities. Not applicable.
Item 4 - Submission of Matters to a Vote of Security Holders.
On June 6, 1996, the Company held its annual meeting of stockholders.
The following sets forth a brief description of each matter which was
acted upon, as well as the votes cast for, against or withheld for each
such matter, and, where applicable, the number of abstentions and
broker non-votes for each matter:
1. Election of Directors
Name of Director Votes For Votes Against Authority Withheld
John Mattei 5,018,159 -- 1,008,540
William T. Brannan 5,955,120 -- 71,579
Joseph G. Wojak 5,187,979 -- 838,720
William T. Beaury 5,472,940 -- 553,759
Vincent Brana 5,933,450 -- 93,249
Michael Brooks 5,954,520 -- 72,179
Juan Camandona 4,885,353 -- 1,141,346
Curtis Hight 5,894,972 -- 131,727
Howard E. Kronick 5,967,555 -- 59,144
Labe Leibowitz 5,873,802 -- 152,897
Thomas LoPresti 5,476,640 -- 550,059
David Mathia 4,923,958 -- 1,102,741
Philip Snyder 5,892,672 -- 134,027
Robert Wyatt 5,953,020 -- 73,679
Stephen J. Zrowka 5,969,955 -- 56,744
William M. Kearns, Jr. 5,952,370 -- 74,329
Kenneth W. Tunnell 5,955,220 -- 71,479
Albert W. Van Ness, Jr. 5,955,220 -- 71,479
2. Ratification of the selection by the Board of Directors of
Arthur Andersen LLP as the Company's independent auditors
for 1996:
Votes For: 5,006,709
Votes Against: 783,494
Abstentions: 236,496
<PAGE>
Item 5 - Other Information. Not applicable.
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits - none.
(b) The Company has not filed any reports on Form 8-K during the
relevant period.
27 Financial Data Schedule (for electronic submission only)
<PAGE>
Appendix A to Item 601(c) of Regulation S-K
Commercial and Industrial Companies
Article 5 of Regulation S-X
Item Number Item Descrition Item Amount
5-02(1) cash and cash items $1,778
5-02(2) marketable securities 0
5-02(3)(a)(1) notes and accounts receivable-trade 23,029
5-02(4) allowance for doubtful accounts (1,140)
5-02(6) inventory 0
5-02(9) total current assets 26,804
5-02(13) property, plant and equipment 11,697
5-02(14) accumulated depreciation (7,518)
5-02(18) total assets 34,874
5-02(21) total current liabilities 20,551
5-02(22) bonds, mortgages and similar debt 0
5-02(28) preferred stock-mandatory redemption 0
5-02(29) preferred stock-no mandatory redemption 0
5-02(30) common stock 7
5-02(31) other stockholders' equity 9,261
5-02(32) total liabilities and stockholders' equity 34,874
5-03(b)1(a) net sales of tangible products 0
5-03(b)1 total revenues 81,694
5-03(b)2(a) cost of tangible goods sold 0
5-03(b)2 total costs and expenses applicable to sales and revenues 56,571
5-03(b)3 other costs and expenses 23,549
5-03(b)5 provision for doubtful accounts and notes 447
5-03(b)(8) interest and amortization of debt discount 407
5-03(b)(10) income before taxes and other items 957
5-03(b)(11) income before taxes 957
5-03(b)(14) income/loss continuing operations 957
5-03(b)(15) discontinued operations 0
5-03(b)(17) extraordinary items 0
5-03(b)(18) cumulative effect-changes in accounting principles 0
5-03(b)(19) net income or loss 555
5-03(b)(20) earnings per share--primary .08
5-03(b)(20) earnings per share--fully diluted $.08
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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 thereunto duly authorized.
Dated: August 19, 1996 CONSOLIDATED DELIVERY & LOGISTICS, INC.
By:___________________________
Joseph G. Wojak
Executive Vice President, Chief
Financial Officer, Treasurer
and Secretary
(PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER)
<PAGE>
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 thereunto duly authorized.
Dated: August 19, 1996 CONSOLIDATED DELIVERY & LOGISTICS, INC.
By: /s/ Joseph G. Wojak
Joseph G. Wojak
Executive Vice President, Chief
Financial Officer, Treasurer
and Secretary
(PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER)
