<PAGE> 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 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: 0-22276
ALLIED HOLDINGS, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
GEORGIA 58-0360550
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identifion Number)
SUITE 510, 160 CLAIREMONT AVENUE, DECATUR, GEORGIA 30030
- --------------------------------------------------------------------------------
(Address of principal executive offices)
(404) 373-4285
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(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 August 1, 1996 . . . . . . . 7,725,000
TOTAL NUMBER OF PAGES INCLUDED IN THIS REPORT: 10
1
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INDEX
PART I
FINANCIAL INFORMATION
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PAGE
<S> <C> <C>
ITEM 1: FINANCIAL STATEMENTS
Consolidated Balance Sheets as of June 30, 1996 and
December 31, 1995 . . . . . . . . . . . . . . . . . . . . . . . 3
Consolidated Statements of Operations for the Three
and Six Month Periods Ended June 30, 1996 and 1995 . . . . . . . 4
Consolidated Statements of Cash Flows for the Six
Month Periods Ended June 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 4
Submission of Matters to a Vote of Security Holders . . . . . . . 9
ITEM 6
Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . 9
Signature Page . . . . . . . . . . . . . . . . . . . . . . . . . . 10
</TABLE>
2
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PART 1 - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
ALLIED HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
JUNE 30 DECEMBER 31
1996 1995
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(UNAUDITED)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 4,657 $ 11,147
Receivables, net of allowance for doubtful accounts 28,844 22,690
Inventories 4,037 4,184
Prepayments and other current assets 14,552 12,400
-------- --------
Total current assets 52,090 50,421
-------- --------
PROPERTY AND EQUIPMENT, NET 135,805 134,873
-------- --------
OTHER ASSETS:
Goodwill, net 22,798 23,568
Notes receivable due from related parties 573 573
Other 5,637 5,251
-------- --------
Total other assets 29,008 29,392
-------- --------
Total assets $216,903 $214,686
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt $ 4,056 $ 4,368
Trade accounts payable 12,569 11,320
Accrued liabilities 34,641 27,569
-------- --------
Total current liabilities 51,266 43,257
-------- --------
LONG-TERM DEBT, less current maturities 99,203 106,634
-------- --------
POSTRETIREMENT BENEFITS OTHER THAN PENSIONS 3,686 3,698
-------- --------
DEFERRED INCOME TAXES 5,660 5,561
-------- --------
OTHER LONG-TERM LIABILITIES 1,525 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 13,012 10,489
Foreign currency translation adjustment, net of tax (426) (444)
-------- --------
Total stockholders' equity 55,563 53,022
-------- --------
Total liabilities and stockholders' equity $216,903 $214,686
======== ========
</TABLE>
The accompanying notes are an integral part of
these consolidated balance sheets.
3
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ALLIED HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED
JUNE 30 JUNE 30
-------------------------- ------------------------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
REVENUES $107,169 $102,252 $200,565 $203,314
-------- -------- -------- --------
OPERATING EXPENSES:
Salaries, wages and fringe benefits 54,682 51,223 105,315 103,155
Operating supplies and expenses 16,664 16,499 31,526 33,189
Purchased transportation 9,805 8,853 17,666 17,642
Insurance and claims 4,293 4,312 8,039 8,285
Operating taxes and licenses 4,495 4,315 8,381 8,835
Depreciation and amortization 6,526 6,311 12,931 12,502
Rents 1,232 1,348 2,481 2,584
Communications and utilities 810 898 1,740 1,770
Other operating expenses 697 876 1,431 1,470
-------- -------- -------- --------
Total operating expenses 99,204 94,635 189,510 189,432
-------- -------- -------- --------
Operating income 7,965 7,617 11,055 13,882
-------- -------- -------- --------
OTHER INCOME (EXPENSE):
Interest expense (2,728) (2,906) (5,396) (5,781)
Interest income 122 198 303 365
-------- -------- -------- --------
(2,606) (2,708) (5,093) (5,416)
-------- -------- -------- --------
INCOME BEFORE INCOME TAXES
AND EXTRAORDINARY ITEM 5,359 4,909 5,962 8,466
INCOME TAX PROVISION (2,261) (2,061) (2,504) (3,555)
-------- -------- -------- --------
INCOME BEFORE EXTRAORDINARY ITEM 3,098 2,848 3,458 4,911
EXTRAORDINARY LOSS ON EARLY
EXTINGUISHMENT OF DEBT, NET OF
INCOME TAX BENEFIT OF $573 0 0 (935) 0
-------- -------- -------- --------
NET INCOME $ 3,098 $ 2,848 $ 2,523 $ 4,911
======== ======== ======== ========
PER COMMON SHARE:
Income before extraordinary item $ 0.40 $ 0.37 $ 0.45 $ 0.64
Extraordinary loss on early extinguishment
of debt 0.00 0.00 (0.12) 0.00
-------- -------- -------- --------
NET INCOME PER COMMON SHARE $ 0.40 $ 0.37 $ 0.33 $ 0.64
======== ======== ======== ========
COMMON SHARES OUTSTANDING 7,725 7,725 7,725 7,725
======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
4
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ALLIED HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED JUNE 30
--------------------------------
1996 1995
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(UNAUDITED) (UNAUDITED)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $2,523 $4,911
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Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 12,931 12,502
Gain on sale of property and equipment (359) (59)
Extraordinary loss on early extinguishment
of debt, net 935 0
Deferred income taxes 84 (33)
Change in operating assets and liabilities:
Receivables, net of allowance for doubtful accounts (6,149) (2,073)
Inventories 148 (211)
Prepayments and other current assets (2,150) (1,281)
Trade accounts payable 1,247 (1,513)
Accrued liabilities 6,069 858
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Total adjustments 12,756 8,190
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Net cash provided by operating activities 15,279 13,101
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (14,376) (7,871)
Proceeds from sale of property and equipment 1,734 712
Increase in the cash surrender value of life insurance (991) (119)
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Net cash used in investing activities (13,633) (7,278)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of long-term debt (47,692) (8,566)
Proceeds from issuance of long-term debt 40,000 0
Other, net (513) 0
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Net cash used in financing activities (8,205) (8,566)
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EFFECT OF EXCHANGE RATE CHANGES ON CASH
AND CASH EQUIVALENTS 69 198
NET DECREASE IN CASH AND CASH EQUIVALENTS (6,490) (2,545)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 11,147 11,712
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CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 4,657 $9,167
======= ======
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
5
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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 six month periods ended
June 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
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Revenues were $107.2 million for the second quarter of 1996,
compared to $102.3 million for the second quarter of 1995, an
increase of 4.8%. For the first six months of 1996, revenues
decreased 1.3% to $200.6 million compared to $203.3 million
for the same six-month period in 1995. The increase in
revenues for the second quarter of 1996 versus the same period
in 1995 was primarily due to an increase of approximately 8%
in the number of vehicles delivered by the Company.
Net income was $3.1 million during the second quarter of 1996,
versus $2.8 million during the second quarter of 1995, or
$0.40 per share in 1996, versus $0.37 per share in 1995, an
increase of 8%. Net income during the second quarter of 1996
was impacted by a sharp rise in diesel fuel prices which
increased approximately 7% from the second quarter of 1995 to
the second quarter of 1996, reducing earnings by approximately
$0.04 per share.
Net income was $3.5 million, or $0.45 per share, compared with
net income of $4.9 million, or $0.64 per share for the
comparable six-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 six 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 six months of 1996.
Salaries, wages and fringe benefits increased from 50.7% of
revenues for the first six months of 1995 to 52.5% of revenues
for the first six months of 1996, and were 51.0% of revenues
for the second quarter of 1996 compared to 50.1% for the
second quarter of 1995. This increase as a percentage of
revenues is primarily due to inefficiencies and increased
costs resulting from the General Motors' strike, the severe
winter weather during the first quarter of 1996 and the
additional costs related to the start-up of Axis Group, Inc.
Axis Group is a wholly-owned subsidiary engaged in meeting the
logistics requirements for distribution services relating to
finished vehicles.
7
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Operating supplies and expenses as a percentage of revenues
decreased from 16.1% for the second quarter of 1995 to 15.5%
for the second quarter of 1996. For the six months ended June
30, 1996, these costs decreased to 15.7% of revenues from
16.3% for the same period in 1995. Operating supplies and
expenses have decreased despite the sharp 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.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities totaled $15,279,000
for the six months ended June 30, 1996 versus net cash
provided by operating activities of $13,101,000 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 $13,633,000 for
the six months ended June 30, 1996 versus $7,278,000 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.
Net cash used in financing activities totaled
$8,205,000 for the six months ended June 30, 1996 versus net
cash used in financing activities of $8,566,000 for the same
period in 1995. During the first six months of 1995, the
company repaid $8,566,000 of long-term debt. 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 second quarter of 1996, $5,993,000
of long-term debt was repaid.
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.
8
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PART II
OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 16, 1996 the Annual Meeting of Shareholders was held.
The following Directors were elected for terms which will
expire on the date of the annual meeting in the year indicated
below. The number of shares voted for, against and
abstentions are also indicated.
<TABLE>
<CAPTION>
================================================================================
FOR AGAINST ABSTAIN TERM
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<S> <C> <C> <C> <C>
Bernard O. De Wulf 5,810,661 4,580 0 1999
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Guy W. Rutland, III 5,810,661 4,580 0 1999
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Robert R. Woodson 5,810,511 4,730 0 1999
================================================================================
</TABLE>
The following Directors' terms will continue as indicated.
Guy W. Rutland, IV 1998
B.F. Wilson, Jr. 1998
Joseph W. Collier 1998
David G. Bannister 1997
A. Mitchell Poole, Jr. 1997
Robert J. Rutland 1997
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 June 30, 1996.
9
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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.
Allied Holdings, Inc.
August 13, 1996 /s/ A. Mitchell Poole, Jr.
- --------------- -------------------------------------
(Date) A. Mitchell Poole, Jr.
on behalf of Registrant as
President and Chief Operating Officer
10
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF ALLIED HOLDINGS, INC. FOR THE SIX MONTHS ENDED JUNE 30,
1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 4,657
<SECURITIES> 0
<RECEIVABLES> 28,844
<ALLOWANCES> 0
<INVENTORY> 4,037
<CURRENT-ASSETS> 52,090
<PP&E> 135,805
<DEPRECIATION> 0
<TOTAL-ASSETS> 216,903
<CURRENT-LIABILITIES> 51,266
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 55,563
<TOTAL-LIABILITY-AND-EQUITY> 216,903
<SALES> 200,565
<TOTAL-REVENUES> 200,565
<CGS> 189,510
<TOTAL-COSTS> 189,510
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,396
<INCOME-PRETAX> 5,962
<INCOME-TAX> 2,504
<INCOME-CONTINUING> 3,458
<DISCONTINUED> 0
<EXTRAORDINARY> (935)
<CHANGES> 0
<NET-INCOME> 2,523
<EPS-PRIMARY> .33
<EPS-DILUTED> .33
</TABLE>
