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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
Date of report (Date of earliest event reported): June 8, 1995
Air Express International Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-8306 36-2074327
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
120 Tokeneke Road, Darien, Connecticut 06820
(Address of Principal Executiv (Zip Code)
(203) 655-7900
(Registrant's telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Page 1 of 4 pages
Exhibit Index on page 4
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Item 7. Financial Statements and Exhibits
a) Financial statements of business acquired.
1) Consolidated financial statements of Radix for the fiscal year ended
July 31, 1994 (Audited).
2) Consolidated financial statements of Radix for the nine months ended
April 30, 1995 (Unaudited).
The above financial statements have been previously filed by Radix with
the Securities and Exchange Commission under Commission number 2-94692.
Therefore, the information required by (a) is incorporated by reference to
the financial statements contained in these filings; which financial
statements are also included as exhibits to this report. The related 10-K
and 10-Q filings of Radix in which such financial statements are contained
are expressly not incorporated by reference.
b) Pro forma financial information.
The following pro forma financial information of AEI is included in the
exhibits hereto as indicated:
1) AEI pro forma condensed consolidated balance sheet as of March 31, 1995
(Unaudited) - EX99-D.
2) AEI pro forma condensed consolidated statement of operations for the
year ended December 31, 1994 (Unaudited) - EX99-E.
3) AEI pro forma condensed consolidated statement of operations for the
three month period ended March 31, 1995 (Unaudited) - EX99-F.
4) AEI notes to pro forma condensed consolidated financial statements -
EX99-G.
(2)
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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.
Air Express International Corporation
(Registrant)
Date: August 8, 1995 /s/ Dennis M. Dolan
Vice President and
Chief Financial Officer
(Principal Financial Officer)
(3)
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Exhibit Index
EX99-D AEI pro forma condensed consolidated balance sheet as of March 31, 1995
(Unaudited).
EX99-E AEI pro forma condensed consolidated statement of operations for the year
ended December 31, 1994 (Unaudited).
EX99-F AEI pro forma condensed consolidated statement of operations for the
three month period ended March 31, 1995 (Unaudited).
EX99-G AEI notes to pro forma condensed consolidated financial statements.
(4)
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<TABLE>
<CAPTION>
AIR EXPRESS INTERNATIONAL CORPORATION AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)
March 31, 1995
(000)
Air Express Purchase
International RADIX Accounting
03/31/95 04/30/95 Adjustments Pro forma
ASSETS
Current Assets:
<S> <C> <C> <C> <C>
Cash $ 41,384 $ 1,686 (1)$ (500) $ 42,570
Accounts receivable-net 207,586 31,223 - 238,809
Other current assets 3,724 814 (1) (146) 4,392
Total current assets 252,694 33,723 (646) 285,771
Property,plant and equipment - net 45,184 3,019 (1) (757) 47,446
Goodwill 54,239 - (1) 24,781 79,020
Other 36,775 1,267 (1) 831 38,873
Total assets $388,892 $ 38,009 $24,209 $451,110
LIABILITIES
Current Liabilities:
Current portion of long-term debt $ 2,518 $ 1,343 $ - $ 3,861
Bank overdrafts payable 1,228 - - 1,228
Transportation payables 98,051 - - 98,051
Accounts payable 38,384 31,449 - 69,833
Accrued liabilities 53,957 995 (1) 4,531 59,483
Total current liabilities 194,138 33,787 4,531 232,456
Long-term debt 86,278 - - 86,278
Other liabilities 3,390 410 (1) (410) 3,390
Total liabilities 283,806 34,197 4,121 322,124
Stockholders' investment 105,086 3,812 (1) 20,088 128,986
Total liabilities and equity $388,892 $ 38,009 $24,209 $451,110
EX99-D
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<TABLE>
<CAPTION>
AIR EXPRESS INTERNATIONAL CORPORATION AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
Year Ended December 31, 1994
(In thousands, except per share amounts)
Air Express Purchase
International RADIX Accounting
12/31/94 01/31/95 Adjustments Pro forma
<S> <C> <C> <C> <C>
Revenues $997,379 $75,866 $ - $1,073,245
Operating expenses:
Transportation 707,338 44,168 - 751,506
Terminal 151,769 19,591 - 171,360
Selling, general
and administrative 100,027 10,903 (2) (380) 110,550
Operating income 38,245 1,204 380 39,829
Other income (expense):
Interest expense, net (3,201) (346) - (3,547)
Other, net 1,735 - - 1,735
(1,466) (346) - (1,812)
Income before provision
for income taxes 36,779 858 380 38,017
Provision for income taxes 14,160 289 (3) 390 14,839
Net income $ 22,619 $ 569 $ (10) $ 23,178
Income per common share:
Primary $ 1.28 $ 1.25
Fully diluted $ 1.21 $ 1.19
Weighted average number of
common shares (000):
Primary 17,630 18,610
Fully diluted 21,036 22,016
EX99-E
</TABLE>
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<TABLE>
<CAPTION>
AIR EXPRESS INTERNATIONAL CORPORATION AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
Three Months Ended March 31, 1995
(In thousands, except per share amounts)
Air Express Purchase
International RADIX Accounting
03/31/95 04/30/95 Adjustments Pro forma
<S> <C> <C> <C> <C>
Revenues $284,073 $18,882 $ - $302,955
Operating expenses:
Transportation 203,259 10,606 - 213,865
Terminal 43,627 5,258 - 48,885
Selling, general
and administrative 28,602 2,948 (2) (95) 31,455
Operating income 8,585 70 95 8,750
Other income (expense):
Interest expense, net (667) (38) - (705)
Other, net 386 - - 386
(281) (38) - (319)
Income before provision
for income taxes 8,304 32 95 8,431
Provision for income taxes 3,191 8 (3) 98 3,297
Net income $ 5,113 $ 24 $ (3) $ 5,134
Income per common share:
Primary $ .29 $ .27
Fully diluted $ .28 $ .26
Weighted average number of
common shares (000):
Primary 17,833 18,813
Fully diluted 21,204 22,184
EX99-F
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AIR EXPRESS INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
A) Basis of Presentation:
Effective June 8, 1995, AEI acquired all the outstanding common shares of
Radix for a total purchase price of approximately $24.4 million. The acquisition
was accounted for as a purchase with the assets acquired and liabilities assumed
recorded at fair values, and the results of Radix's operation included in AEI's
consolidated financial statements from the date of acquisition.
The accompanying condensed consolidated financial statements illustrate the
effect of the acquisition on AEI's financial position and results of operations
on a pro forma basis. The condensed consolidated balance sheet is based upon the
historical balance sheets of AEI and Radix and assumes that the acquisition took
place at March 31, 1995. The condensed consolidated statement of operations for
the year ended December 31, 1994 and the three months ended March 31, 1995 are
based upon the historical statements of operations for AEI and Radix. The pro
forma condensed consolidated statement of operations assumes the acquisition
took place on January 1, 1994. Certain items in Radix's historical financial
statements were reclassified to conform with AEI's financial statement
classifications.
The pro forma condensed consolidated financial statements may not be
indicative of the actual results of the acquisition. In particular, the pro
forma condensed consolidated financial statements are based upon management's
current estimate of the allocation of the purchase price which may differ from
the actual allocation.
B) Pro Forma Adjustments:
1) To reflect the acquisition of Radix and the allocation of the purchase
price on the basis of the fair values of the assets acquired and
liabilities assumed. The components of the purchase price and its
allocation to the assets and liabilities of Radix are as follows:
Components of purchase price:
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Cash paid to Radix shareholders .................. $ 500
Stock issued to Radix shareholders ............... 23,900
Total .......................................... $ 24,400
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Allocation of purchase price:
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<CAPTION>
<S> <C>
Stockholders' investment ......................... $ (3,812)
Decrease in intangibles .......................... 581
Increase in deferred taxes ....................... (1,326)
Decrease in property, plant and equipment - net .. 757
Increase in liabilities .......................... 4,181
Goodwill ....................................... $ 24,781
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<CAPTION>
Year Ended Three Months Ended
December 31, 1994 March 31, 1995
<S> <C> <C>
(2) Adjustments to selling, general
and administrative:
Amortization of goodwill over 40 years ...... $ (620) $ (155)
Elimination of Radix headquarter expenses ... 1,000 250
$ 380 $ 95
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(3) To adjust tax expense to reflect the income tax effects at AEI's effective
tax rate of the pro forma adjustments to income before income taxes, after
consideration of the nondeductibility of goodwill amortization.
EX99-G
