UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
TO
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
April 30, 1999
Date of Report (Date of earliest event reported)
CONSOLIDATED DELIVERY & LOGISTICS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 0-26954 22-3350958
(State or other jurisdiction of (Commission File (IRS Employer
incorporation or organization) Number) Identification No.)
380 Allwood Road, Clifton, New Jersey 07012
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (973) 471-1005
NOT APPLICABLE
(Former name or former address, if changed since last report.)
<PAGE>
This 8-K/A filing amends an 8-K filed on May 13, 1999. Item 7 is
hereby amended to state as follows:
ITEM 7. Financial Statements and Exhibits
a. Financial Statements of Business Acquired .
Audited financial statements for Metro Parcel Services, Inc. as of
December 31, 1998.
Metro Parcel Services, Inc. Balance Sheet as of December 31,
1998 and the related Statements of Income, Retained Earnings
and Cash Flows for the year ended December 31, 1998.
Unaudited interim financial statements:
Metro Parcel Services, Inc. Balance Sheets as of March 31,
1999 and December 31, 1998 and the related statements of
Income and Cash Flows for the three month periods ended
March 31, 1999 and 1998.
b. Pro Forma Financial Information.
Consolidated Delivery & Logistics, Inc. ("CDL") and Metro Parcel
Services, Inc. Pro Forma Condensed Combined Financial Statements
(Unaudited).
Pro Forma Condensed Combined Balance Sheet as of March 31,
1999 and Pro Forma Condensed Combined Statements of
Operations for the year ended December 31, 1998 and for the
three months ended March 31, 1999.
c. Exhibits
10.1* Purchase Agreement dated April 30, 1999 by and among Consolidated
Delivery & Logistics, Inc., Silver Star Express, Inc., Metro
Parcel Service, Inc. Nathan Spaulding and Kelly M. Spaulding.
10.2* 7% Subordinated Note Due April 30, 2001.
99.1* Press Release issued May 11, 1999 regarding the Metro Parcel
acquisition .
* filed previously
<PAGE>
Adams & Harper, PA
Certified Public Accountants
1665 Kingsley Avenue, Suite 100
Orange Park, Florida 32073
INDEPENDENT AUDITORS' REPORT
Board of Directors
Metro Parcel Service, Inc.
We have audited the accompanying balance sheet of Metro Parcel Service,
Inc., as of December 31, 1998 and the related statements of income,
retained earnings and cash flows for the year then ended. These
financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Metro
Parcel Service, Inc., as of December 31, 1998, and the results of its
operations and its cash flows for the year then ended in conformity
with generally accepted accounting principles.
S/ Adams & Harper, PA
March 18, 1999
<PAGE>
METRO PARCEL SERVICE, INC.
Balance Sheet
At December 31, 1998
1998
ASSETS
Current Assets
Cash in bank $ 134,673
Accounts receivable, net of
allowance for doubtful accounts 422,851
Prepayment & advances 400
----------------
Total Current Assets 557,924
Property and equipment - net 43,705
----------------
TOTAL ASSETS $ 601,629
================
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable $ 21,992
Taxes withheld or payable 798
Current portion of long term debt 7,852
Accrued expenses 38,286
-----------------
Total Current Liabilities 68,928
-----------------
Long Term Liabilities
Long term debt, net of current
portion above 16,752
-----------------
Total Liabilites 85,680
-----------------
Stockholder's
Equity
Capital stock 400
Retained earnings 515,549
-----------------
Total Stockholder's Equity 515,949
-----------------
TOTAL LIABILITIES AND EQUITY $ 601,629
=================
See auditors' report and notes to financial statements
<PAGE>
METRO PARCEL SERVICE, INC.
Income Statement
For the year ended December 31, 1998
1998
REVENUES
Delivery revenues $ 2,089,747
-----------------
OPERATING EXPENSES
Advertising and promotions 9,155
Automobile 5,038
Bad debts 15,700
Communication devices 4,246
Donation 600
Depreciation 13,869
Freight 10,051
Insurance 2,427
Interest 4,774
Laundry and uniforms 3,046
Office 26,493
Professional services 10,581
Permit and licenses 141
Rent and utilities 16,403
Repair and maintenance 5,081
Salary - officer 117,732
Salary - others 219,124
Subcontracted drivers 1,316,970
Taxes - payroll 26,627
Taxes - others 202
Telephone 21,158
-----------------
Total Operating Expenses 1,829,418
-----------------
Income From Operations 260,329
-----------------
OTHER INCOME (EXPENSES)
Interest income 1,625
Cash over (short) 1,124
-----------------
Total Other Income (Expenses) 2,749
-----------------
NET INCOME $ 263,078
=================
See auditors' report and notes to financial statements
<PAGE>
METRO PARCEL SERVICE, INC.
Statement of Retained Earnings
For the year ended December 31, 1998
1998
Retained Earnings, Beginning $ 334,959
Net Income 263,078
Distributions to Shareholder (82,488)
---------------
RETAINED EARNINGS, ENDING $ 515,549
===============
See accountant's report and notes to financial statements
<PAGE>
METRO PARCEL SERVICE, INC.
Statement of Cash Flows
For the year ended December 31, 1998
1998
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income 263,078
-----------
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation & amortization 13,869
Bad debt expense 15,700
Increase in accounts receivable (184,515)
Decrease in prepaid expenses 1,012
Increase in advance to employees (400)
Decrease in accounts payable (6,694)
Increase in accrued liabilities 12,868
------------
Total adjustments (148,160)
------------
Net cash provided by operating activities 114,914
------------
CASH FLOWS FROM INVESTING ACTIVITIES
Cash payments for the purchase of property (10,674)
------------
Net cash used in investing activities (10,674)
- ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on long-term debt (6,934)
Dividends paid (82,488)
------------
Net cash used in financing activities (89,422)
------------
Net increase in cash and equivalents 14,822
Cash and equivalents, begining of year 119,851
------------
Cash and equivalents, end of year $134,673
============
See auditors' report and notes to financial statements
<PAGE>
METRO PARCEL SERVICE, INC.
Notes To Financial Statements
At December 31, 1998
NOTE 1: BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Metro Parcel Service, Inc., ("the Company") was
incorporated on January 1, 1988. The Company is engaged
principally in the business of providing special delivery
services for parcels and packages within the Jacksonville,
Florida area. The Company services various business accounts
with no customers providing revenues in excess of 5%. The
Company has about 13 employees and also contracts with
approximately 65 drivers who perform the actual delivery of
parcels and packages.
The Company records revenues based upon delivery fees earned
when packages are delivered to customers or to other carriers.
Cash and cash equivalents at December 31, 1998, consist solely
of the Company's bank account balance.
The Company records bad debt expense under the allowance
method, based upon historical experience.
The Company has estimated the fair value of its financial
instruments using the following methods and assumptions:
Carrying amounts for cash, accounts receivable and
accounts payable approximates fair value.
Carrying amounts for Company debts approximate fair
value based upon discounted cash flow analysis using
the Company's incremental borrowing rates with other
financing sources.
Property and equipment consists of leasehold improvements,
office equipment, furniture and transportation equipment and
is depreciated for financial statement purposes using the
straight-line method and for tax reporting purposes using
accelerated methods of depreciation. Provision for
depreciation is made over the following estimated useful lives
for financial statement purposes:
Leasehold improvements 5 years
Furniture and equipment 5 years
Transportation equipment 5 Years
Maintenance and repair costs are charged to earnings as
incurred. Significant betterments are capitalized.
<PAGE>
NOTES TO FINANCIAL STATEMENTS
Page 2
All physical and intangible assets are reviewed annually to
determine the existence of any impairment which might cause a
permanent decrease in the value of any such asset and thereby
necessitate an adjustment to the recorded carrying value on
the books of the Company. No such adjustments are necessary
for the year ended December 31, 1998.
The Company has elected to be taxed under the provisions of
Subchapter S of the Internal Revenue Code. Accordingly, no
provision or liability for federal income taxes is reflected
in the accompanying financial statements. The income or loss
of the Company is allocated to the shareholder and included on
his individual income tax return.
The preparation of financial statements in conformity with
generally accepted accounting principles requires the Company
to make estimates and assumptions that affect certain reported
amounts and disclosures. Accordingly, actual results may
differ from those estimates.
NOTE 2: ACCOUNTS RECEIVABLE
1998
----------------------
Accounts receivable - trade $455,351
Less allowance for doubtful accounts (32,500)
----------------------
Accounts receivable - net $422,851
======================
NOTE 3: PROPERTY AND EQUIPMENT
Details for the property and equipment accounts are presented below:
(See also Note 4 for pledge specifics)
1998
-----------------------
Transportation equipment $ 12,444
Furniture & equipment 63,045
Leasehold improvements 2,092
-----------------------
Total Property & Equipment 77,581
Less accumulated depreciation (33,876)
=======================
Property & Equipment, Net $ 43,705
=======================
Property and equipment pledged at December 31, 1998, totals $36,670.
Depreciation expense for 1998 was $13,869.
<PAGE>
NOTES TO FINANCIAL STATEMENTS
Page 3
NOTE 4: NOTES PAYABLE
Notes payable for the corporation are presented below:
1998
--------------------
Barnett Bank, 11.75% installment
note @ $ 328 per month for 48
months, secured by Chevrolet
Truck. Matures 06/06/00 $ 5,384
Associates Leasing, capitalized
lease @ $ 552 per month, secured
by radio equipment. Matures
07/12/02 $19,220
--------------------
Total notes payable 24,604
Less current portion 7,852
--------------------
Notes payable - long term $16,752
====================
Maturities of debt for the next four years are shown below
(represents 100% of all present debts):
1999 $7,852
2000 6,875
2001 5,668
2002 4,209
-------------------------
Total $ 24,604
=========================
NOTE 5: SUPPLEMENTAL INFORMATION ON CASH FLOWS
The Company had no non-cash financing and investing transactions during
1998.
NOTE 6: CAPITAL STOCK
The company has authorized 5,000 shares of $.10 par value common
stock. Presently, 4,000 shares are issued and outstanding.
NOTE 7: COMMITMENTS AND CONTINGENCIES
COMPANY SIMPLE RETIREMENT PLAN
During 1998, the Company implemented a SIMPLE retirement plan for all
qualifying employees who have completed twelve months of service with
the Company. The plan allows such electing employees to contribute up
to 3% of their compensation (not to exceed $ 6,000 per employee) to
the plan with the Company matching this contribution. The Company has
no unfunded liability at December 31, 1998.
<PAGE>
NOTES TO FINANCIAL STATEMENTS
Page 4
ACCOUNTING PACKAGE
The Company is presently using an accounting package to record and
track its accounts receivable from customers. The package is not
certified as compliant for purposes of the year 2000 test. Management
is in the process of considering options to replace or modify the
present accounting functions.
CONCENTRATION RISK
The Company maintains banking relations with First Union Bank. Cash is
generally maintained in the bank in the Company's regular checking
account or a money market savings account. Typically, these accounts
may contain accumulated balances in excess of the federally insured
limit (FDIC insurance limit is $ 100,000). Such excesses may be
considered a concentration risk under generally accepted accounting
principles.
LEASE COMMITMENTS
The Company has no lease commitments which extend beyond December 31,
1999.
NOTE 8: RELATED PARTY TRANSACTIONS
The Company leases its office and warehouse space from its
shareholder, Nathan Spaulding on a month to month arrangement. Monthly
lease is presently $1,012 including sales tax. No future obligation
exists under the month to month arrangement.
NOTE 9: TRADE NAME ACTIVITIES
The Company delivers parcels to a limited number of clients under the
trade name `Personal Touch Deliveries'. The name has been registered
under the state's fictitious name statutes.
<PAGE>
METRO PARCEL SERVICES, INC.
CONDENSED BALANCE SHEETS
(In thousands)
March 31, December 31,
1999 1998
--------------- ----------------
(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $171 $135
Accounts receivable, net 364 423
Prepaid expenses and other current assets 25 -
---------------- -----------------
Total current assets 560 558
PROPERTY AND EQUIPMENT, net 44 44
================ =================
Total assets $604 $602
================ =================
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
Current portion of long-term debt $11 $ 8
Accounts payable and accrued liabilities 25 61
--------------- -----------------
Total current liabilities 36 69
LONG-TERM DEBT 25 17
--------------- -----------------
Total liabilities 61 86
--------------- -----------------
STOCKHOLDER'S EQUITY
Common stock - -
Retained earnings 543 516
--------------- -----------------
Total stockholder's equity 543 516
=============== =================
Total liabilities and stockholder's equity $604 $602
=============== =================
See notes to unaudited condensed interim financial statements.
<PAGE>
METRO PARCEL SERVICES, INC.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited, In thousands)
For the Three Months Ended March 31,
------------------------------------
1999 1998
------------------ ---------------
Revenue $522 $470
Cost of revenue 317 272
------------------ ---------------
Gross profit 205 198
Selling, general, and administrative expenses 115 104
Depreciation and amortization 3 2
------------------ ---------------
Operating income 87 92
Interest expense 1 1
------------------ ---------------
Net income $86 $91
================== ===============
See notes to unaudited condensed interim financial statements.
<PAGE>
METRO PARCEL SERVICES, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited, In thousands)
For the Three Months
------------------------------
Ended March 31,
1999 1998
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $86 $91
Adjustments to reconcile net income to net cash
(used in) provided by operating activities -
Depreciation 3 2
(Gain) loss on the disposal of assets (3) 6
Changes in operating assets and liabilities
(Increase) decrease in -
Accounts receivable, net 59 92
Prepaid expenses and other current assets (25) (26)
Increase (decrease) in -
Accounts payable and accrued liabilities (36) (25)
Net cash (used in) provided by operating ---- ----
activities 84 140
---- ----
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt 14 -
Repayments of long-term debt (3) (3)
Dividends Paid (59) (96)
---- ----
Net cash used in financing activities (48) (99)
---- ----
Net decrease in cash and cash equivalents 36 41
CASH AND CASH EQUIVALENTS, beginning of period 135 120
---- ----
CASH AND CASH EQUIVALENTS, end of period $171 $161
==== =====
See notes to unaudited condensed interim financial statements.
<PAGE>
METRO PARCEL SERVICES, INC.
NOTES TO UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION:
The accompanying unaudited condensed interim 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. 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 three months ended March
31, 1999, are not necessarily indicative of the results that may be
expected for any other interim period or for the year ending December
31, 1999.
2. SUBSEQUENT EVENTS
On April 30, 1999, Metro Parcel Services, Inc. sold certain of their
assets to another company. The purchase price consisted of $710,000 in
cash, $202,000 in notes, 40,000 shares of the buyer's common stock and
the assumption of certain of the Company's notes payables.
<PAGE>
UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL DATA
The accompanying unaudited pro forma condensed combined financial data has been
prepared to present the effect of the acquisition of Metro Parcel Services, Inc.
by CD&L.
On April 30, 1999, CDL entered into and consummated an asset purchase agreement
(the "Purchase Agreement") with its subsidiary, Silver Star Express, Inc.
("Silver Star") and Metro Parcel Service, Inc., Nathan Spaulding and Kelly M.
Spaulding, (collectively, "Metro Parcel"), whereby Silver Star purchased certain
of the assets and assumed certain liabilities of Metro Parcel. The unaudited pro
forma condensed combined balance sheet as of March 31, 1999 was prepared as if
the acquisition had occurred on March 31, 1999. The unaudited pro forma
condensed combined statements of operations for the year ended December 31, 1998
and for the three months ended March 31, 1999 combines the historical statements
of operations for CDL and Metro Parcel as if the acquisition occurred on January
1, 1998.
The detailed assumptions used to prepare the unaudited pro forma condensed
combined financial information are contained herein. The pro forma adjustments
are described in the accompanying notes and are based upon available information
and certain assumptions that the Company believes are reasonable. The unaudited
pro forma condensed combined financial information reflects the use of the
purchase method of accounting for the acquisition. The purchase price allocation
used in the preparation of the pro forma financial information is preliminary
and subject to change based upon the final evaluation being performed.
The following unaudited pro forma financial data does not purport to be
indicative of the results of operations or financial position of the Company
that would have actually been obtained had the transaction been completed as of
the assumed dates and for the periods presented, or which may be obtained in the
future. This information and accompanying notes should be read in conjunction
with CDL's Annual Report on Form 10-K for the year ended December 31, 1998,
CDL's Quarterly Report on Form 10-Q for the quarter ended March 31, 1999 and the
financial statements included elsewhere in this report for Metro Parcel
Services, Inc. on Form 8-K/A.
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED DELIVERY & LOGISTICS, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED COMBINED BALANCE SHEET (UNAUDITED)
March 31, 1999
(In thousands)
Historical
---------------------------------
Metro Parcel Pro Forma Pro Forma
CDL Services, Inc. Adjustments Combined
-------------- --------------- --------------- ------------
ASSETS
CURRENT ASSETS
<S> <C> <C> <C> <C>
Cash and cash equivalents $1,063 $171 $ (171) (b) $1,063
Accounts receivable, net 24,710 364 (364) (b) 24,710
Prepaid expenses and other
Current assets 5,094 25 (25) (b) 5,094
-------------- --------------- --------------- ------------
Total current assets 30,867 560 (560) 30,867
EQUIPMENT AND LEASE-
HOLD IMPROVEMENTS, net 6,599 44 (19) (b) 6,624
INTANGIBLE ASSETS, net 22,733 - 1,092 (b) 23,825
OTHER ASSETS 1,736 - - 1,736
-------------- --------------- --------------- ------------
Total assets $61,935 $604 $513 $63,052
============== =============== =============== ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Short-term borrowings $1,252 $ - $710 (a) $1,962
Current maturities of long-term
debt 3,078 11 - 3,078
Accounts payable and
accrued liabilities 19,102 25 25 (a)(b) 19,152
-------------- -------------- --------------- -------------
Total current liabilities 23,432 36 735 24,192
LONG-TERM DEBT 21,967 25 202 (a) 22,169
OTHER LONG-TERM
LIABILITIES 3,127 - (11) (b) 3,152
-------------- --------------- -------------- ------------
Total liabilities 48,526 61 926 49,513
-------------- --------------- --------------- ------------
COMMITMENTS AND
CONTINGENCIES
STOCKHOLDERS' EQUITY
Preferred stock - - - -
Common stock 7 - - 7
Additional paid-in capital 11,330 - 130 (a) 11,460
Treasury stock (162) - - (162)
Retained earnings 2,234 543 (543) (b) 2,234
-------------- --------------- ---------------
Total stockholders' equity 13,409 543 (413) 13,539
-------------- --------------- --------------- ------------
Total liabilities and
stockholders' equity $61,935 $604 $513 $63,052
============== =============== =============== ============
</TABLE>
See notes to unaudited pro forma condensed combined financial statements.
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED DELIVERY & LOGISTICS, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the Year Ended December 31, 1998
(Unaudited)
(In thousands except per share information)
Historical
---------------------------------
Metro Parcel Pro Forma Pro Forma
CDL Services, Inc. Adjustments Combined
-------------- -------------- --------------- --------------
<S> <C> <C> <C> <C>
Revenue $185,739 $2,090 $ - $187,829
Cost of revenue 142,062 1,554 143,616
-------------- -------------- --------------- --------------
Gross profit 43,677 536 - 44,213
Selling, general and
administrative expenses 35,709 257 - 35,966
Depreciation and amortization 3,121 14 44 (c) 3,179
-------------- -------------- --------------- --------------
Operating income 4,847 265 (44) 5,068
Other (income) expense:
Other income, net (126) (3) - (129)
Interest expense 1,246 5 79 1,330
-------------- -------------- --------------- --------------
Income before income taxes 3,727 263 (123) 3,867
Provision for income taxes 1,416 - 56 1,472
-------------- -------------- --------------- --------------
Net income $2,311 $263 $(179) $2,395
============== ============== =============== ==============
Basic net income per share $.35 $.36
============== ==============
Weighted average shares
outstanding 6,662 6,702
============== ==============
Diluted net income per share $.34 $.35
============== ==============
Weighted average shares
outstanding 6,839 6,879
============== ==============
See notes to unaudited pro forma condensed combined financial statements.
<PAGE>
CONSOLIDATED DELIVERY & LOGISTICS, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the Three Months Ended March 31, 1999
(Unaudited)
(In thousands except per share information)
Historical
---------------------------------
Metro Parcel Pro Forma Pro Forma
CDL Services, Adjustments Combined
Inc.
-------------- -------------- --------------- --------------
Revenue $51,307 $522 $ - $51,829
Cost of revenue 39,554 317 39,871
-------------- -------------- --------------- --------------
Gross profit 11,753 205 - 11,958
Selling, general and
administrative expenses 9,755 115 9,870
Depreciation and amortizartion 1,019 3 11 (c) 1,033
-------------- -------------- --------------- --------------
Operating income 979 87 (11) 1,055
Other (income) expense:
Other income, net (234) - (234)
Interest expense 647 1 20 (c) 668
-------------- -------------- --------------- --------------
Income before income taxes 566 86 (31) 621
Provision for income taxes 224 - 22 (c) 246
-------------- -------------- --------------- --------------
Net income $342 $86 $(53) $375
============== ============== =============== ==============
Basic net income per share $.05 $.05
============== ==============
Weighted average shares
Outstanding 6,939 6,979
============== ==============
Diluted net income per share $.05 $.05
============== ==============
Weighted average shares
Outstanding 7,447 7,487
============== ==============
</TABLE>
See notes to unaudited pro forma condensed combined financial statements.
<PAGE>
CONSOLIDATED DELIVERY & LOGISTICS, INC. AND SUBSIDIARIES
NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
(Unaudited)
(a) The following pro forma adjustments reflect CDL's purchase of Metro
Parcel Services, Inc. Pro forma adjustments include estimated direct
costs of acquisition of $50,000.
(in thousands)
-------------------
Cash payment from proceeds of
short-term borrowings $710
7% Subordinated note payable 202
Common stock issued (40,000 shares) 130
Accrued transaction costs 50
-------------------
Total estimated purchase price $1,092
===================
(b) The following pro forma adjustments reflect the excess of the purchase
price over book value, which is attributed to goodwill.
(in thousands)
------------------
Total estimated purchase price $1,092
Elimination of current assets not acquired (560)
Elimination of equipment and leasehold
improvements not acquired (19)
Elimination of accounts payable and
accrued liabilities not acquired 25
Elimination of other liabilities not acquired 11
Elimination of retained earnings 543
==================
Amount of purchase price
allocated to goodwill $1,092
==================
<PAGE>
(c) The following pro forma adjustments are incorporated in the pro forma
condensed combined statements of operations:
<TABLE>
<CAPTION>
Three Months Year
Ended Ended
March 31, December 31,
1999 1998
-------------- -------------
(In Thousands)
<S> <C> <C>
1. Increase in interest expense on 7%
note payable. $ 4 $ 14
2. Increase in interest expense on short-term
borrowings for cash portion of purchase price. 16 65
3. Increase in amortization expense resulting from
the acquired goodwill using a 25 year life 11 44
4. Net increase in income taxes associated with the
above adjustments and from the application of
CDL's historical effective tax rate for the
periods presented to the pretax income in
the accompanying pro forma condensed combined
statements of operations. 22 56
--------- ---------
$53 $179
========= ==========
</TABLE>
<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: July 14, 1999 CONSOLIDATED DELIVERY & LOGISTICS, INC.
(Registrant)
By: /s/ Albert W. Van Ness, Jr.
_______________________________________
Albert W. Van Ness, Jr.
Chairman of the Board, Chief Executive
Officer and Chief Financial 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: July 14, 1999 CONSOLIDATED DELIVERY & LOGISTICS, INC.
(Registrant)
By: /s/ Albert W. Van Ness, Jr.
___________________________________
Albert W. Van Ness, Jr.
Chairman of the Board, Chief
Executive Officer and Chief
Financial Officer
