U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
TRANSFINANCIAL HOLDINGS, INC.
(registrant)
1-12070
(SEC FILE NUMBER)
89365P106
(CUSIP Number)
[X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR
For Period Ended: December 31, 1999
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates: Not Applicable
Part I - Registrant Information
Full Name of Registrant: TransFinancial Holdings, Inc.
Former Name if Applicable: Not Applicable
Address of Principal Executive Officer:8245 Nieman Road, Suite 100
(Street and Number)
Lenexa, KS 66214
(City, State and Zip Code)
Part II - Rules 12b-25(b) and (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
[X] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will be
filed on or before the fifteenth calendar day following the prescribed due
date; or the subject quarterly report or transition report on Form 10-Q, or
portion thereof will be filed on or before the fifth calendar day following
the prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by Rule 12b-
25(c) has been attached, if applicable.
Part III - Narrative
State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K, 10-Q, N-
SAR or the transition report or portion thereof could not be filed within the
prescribed time period.
As a result of management time and attention devoted to the negotiation and
termination of the buyout offer of COLA Acquisitions, Inc. and to addressing
operational issues and renegotiating its financing arrangements as a result of
losses suffered during the last fiscal year, the registrant was unable to
complete the Form 10-K within the prescribed time period.
Part IV - Other Information
(1) Name and telephone number of person to contact in regard to this
notification.
Timothy P. O'Neil 913 859-0055
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under section 13 or
15(d) of the Securities Exchange Act of 1934 or section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period
that the registrant was required to file such report(s) been filed? If the
answer is no, identify report(s)
[ X ] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[ X ] Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
See Exhibit 99.1 attached hereto.
TransFinancial Holdings, Inc.
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: March 31, 2000 By: /s/ Timothy P. O'Neil
Timothy P. O'Neil
President and Chief Executive Officer
Exhibit 99.1
FOR IMMEDIATE RELEASE
Contact: Tim O'Neil
(913) 859-0055
TRANSFINANCIAL HOLDINGS, INC. REPORTS THE TERMINATION OF THE MERGER AGREEMENT
AND PRELIMINARY 1999 FOURTH QUARTER AND ANNUAL RESULTS
LENEXA, KANSAS, FEBRUARY 18, 2000 - TransFinancial Holdings, Inc. (Amex: TFH), a
holding company with businesses in transportation and financial services, today
reported the termination of its Merger Agreement with COLA Acquisitions, Inc.
and the unaudited results for the fourth quarter and year ended December 31,
1999.
TransFinancial reported an unaudited fourth quarter 1999 consolidated net loss
of $3,359,000, or $1.03 per share, on operating revenues of $38.2 million. For
the fourth quarter of 1998, TransFinancial reported consolidated net income of
$110,000, or $0.03 per share, on operating revenues of $38.0 million.
TransFinancial reported a consolidated net loss of $4,887,000, or $1.43 per
share, on operating revenues of $157.6 million for the year ended December 31,
1999. For the 1998 annual period, TransFinancial reported a consolidated net
loss of $2,027,000, or $0.39 per share, on operating revenues of $151.7 million.
The consolidated losses for the fourth quarter and year of 1999 are principally
the result of poor performance by TransFinancial's transportation operations.
Growth in operating revenues for 1999 was limited by continued uncertainty about
the Company's future direction resulting from the prolonged labor contract
difficulties and the proposed sale of TransFinancial. While revenue growth was
limited, operating costs rose as the result of a number of factors affecting the
Company's transportation operations during the year. A sharp rise in diesel
fuel prices, particularly in the fourth quarter, was only partially recovered
through revenue surcharges and general rate increases. In the fourth quarter,
the Company moved its transportation headquarters from Carroll, Iowa, and
relocated administrative functions and personnel to its operation in
Cherryville, North Carolina, and its management office in Lenexa, Kansas. This
change in operations resulted in certain duplicate staffing and relocation costs
during the transition period. Additionally, the Company experienced a decline
in productive labor performance as a result of difficult labor relationships,
the uncertainty of the plans of new ownership and the changes in the Company's
operations during the year.
These results have caused the Company not to be in compliance with certain
financial covenants in agreements with its lenders. The Company will continue
to work with its lenders concerning waivers of such non-compliance.
The Company also announced that COLA Acquisitions, Inc. ( the management led
buyout entity) has notified the Company that its bank financing necessary to
consummate the proposed merger between COLA and the Company has been withdrawn
as a consequence of these operating results. The Merger Agreement dated October
19, 1999 between COLA and the Company has been terminated. The receipt of
financing by COLA was a condition to the consummation of the merger.
"The costs and other adverse factors associated with the renewal of our labor
agreements, the changes in our operations and the merger with COLA are now
behind us," said Tim O'Neil, president of TransFinancial. "We move forward into
2000 with mutually beneficial labor agreements and without those distractions.
Daily revenue in 2000 shows improvement and our management team, as well as our
productive work force, can now focus solely on operations in this more stable
environment."
Certain statements in this release that are not purely historical are forward-
looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995, including statements regarding the Company's expectations,
hopes, beliefs and intentions on strategies regarding the future. Such
TransFinancial Holdings, Inc. / Page 3 of 3
statements are dependent on assumptions that may not be realized and are subject
to a number of risks, uncertainties and other factors, including those mentioned
in the Company's most recent Form 10-Q filed with the Securities and Exchange
Commission, that could cause actual results to differ materially.
# # # # #
<TABLE>
TRANSFINANCIAL HOLDINGS, INC.
SUMMARY CONSOLIDATED OPERATING RESULTS
FOURTH QUARTER AND TWELVE MONTHS ENDED DECEMBER 31, 1999 AND 1998
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<CAPTION>
Fourth Quarter Twelve Months
1999 1998 1999 1998
<S> <C> <C> <C> <C>
Operating Revenue................ $38,155 $38,048 $157,567 $151,701
Operating Income (Loss).......... $(4,995) $ 444 $ (6,527) $ (3,021)
Nonoperating Income (Expense).... $ (349) $ (201) $ (1,124) $ 155
Net Income (Loss)................ $(3,359) $ 110 $ (4,887) $ (2,027)
Basic and Diluted Earnings
(Loss) Per Share............... $ (1.03) $ 0.03 $ (1.43) $ (.039)
Basic Average Shares Outstanding. 3,276 3,956 3,415 5,249
Diluted Average Shares Outstanding 3,294 3,960 3,425 5,263
</TABLE>
<TABLE>
SUMMARY CONSOLIDATED BALANCE SHEETS
<CAPTION>
12/31/99 12/31/98
<S> <C> <C>
ASSETS
Cash and Cash Equivalents........ $ 1,076 $ 3,256
Finance Accounts Receivable, net. 15,305 12,702
Freight Accounts Receivable, net. 14,373 13,351
Current Deferred Tax Assets...... 2,484 2,548
Other Current Assets............. 3,579 2,982
Total Current Assets............. 36,817 34,839
Operating Property, net.......... 32,042 33,158
Deferred Tax Assets.............. 713 --
Intangible and Other Assets...... 10,518 10,465
$80,090 $78,462
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Maturities of Long-Term Debt $14,800 $ 300
Other Current Liabilities........ 21,697 15,521
Long-Term Debt................... -- 9,700
Deferred Income Taxes............ -- 1,867
Shareholders' Equity............. 43,593 51,074
$80,090 $78,462
</TABLE>
