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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 ACT OF 1934

For the quarterly period ended March 31, 2005

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 333-119127

ALLIED SECURITY HOLDINGS LLC
(Exact name of Registrant as specified in its charter)


Delaware 20-1379003
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
3606 Horizon Drive
King of Prussia, PA

(Address of principal executive offices)
19406
(Zip Code)

Registrant's telephone number, including area code: (610) 239-1100

Not Applicable
Former name, former address and former fiscal year, if changed since last report.

Indicate by check mark whether 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 [ ]

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes [ ]    No [X]

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

As of March 31, 2005, there were 1,098,862 vested and unvested Class A, Class B and Class C units outstanding.

    




PART I: FINANCIAL INFORMATION
Item 1: Financial Statements

Allied Security Holdings LLC
Consolidated Balance Sheets
(Dollars in thousands, except unit data)


  March 31,
2005
December 31,
2004
  (Unaudited)  
Assets            
Current assets:            
Cash and cash equivalents $ 26,229   $ 11,008  
Restricted cash   6,090     7,951  
Accounts receivable, net of allowance for doubtful accounts of $1,381 and $1,393 as of March 31, 2005, and December 31, 2004, respectively   121,504     129,729  
Prepaid expenses and other current assets   3,287     3,797  
Prepaid insurance premiums   4,118     7,206  
Total current assets   161,228     159,691  
Property and equipment, net   20,592     20,838  
Goodwill   346,472     347,766  
Other intangible assets, net   94,354     99,683  
Deferred financing fees, net   12,398     12,897  
Other assets   487     489  
Total assets $ 635,531   $ 641,364  
Liabilities and members' equity            
Current liabilities:            
Current maturities of long-term debt $ 18,250   $ 16,000  
Insurance premium financing   2,498     6,246  
Accounts payable   4,253     4,046  
Accrued expenses   29,701     35,791  
Accrued claims reserves   26,764     25,511  
Accrued payroll and related payroll taxes   51,211     40,227  
Accrued termination costs   4,118     6,110  
Advance payments   15,707     13,460  
Total current liabilities   152,502     147,391  
Senior term loan   183,750     190,000  
Senior subordinated notes   178,019     177,966  
Due to affiliates   13,643     13,323  
Other long-term liability   1,413     1,473  
Class A units subject to put rights: 22,317 units authorized, issued and outstanding   2,710     2,710  
Members' equity:            
Units:            
Class A, 9,500,000 units authorized, 868,668 units issued and outstanding   131,618     131,618  
Class B, 200,000 units authorized, 77,627 units issued and outstanding   50     50  
Class C, 300,000 units authorized, 130,250 units and 122,750 units issued and outstanding as of March 31, 2005, and December 31, 2004, respectively   49     44  
Additional paid-in capital   393     393  
Accumulated deficit   (28,631   (23,641
Accumulated other comprehensive income   15     37  
Total members' equity   103,494     108,501  
Total liabilities and members' equity $ 635,531   $ 641,364  

See Accompanying Notes to Unaudited Consolidated Financial Statements

1




Allied Security Holdings LLC
Consolidated Statements of Operations
(Dollars in thousands)
(Unaudited)


  Three months ended
  March 31,
2005
March 31,
2004
Revenues $ 274,183   $ 171,023  
Cost of revenues   237,066     146,600  
    37,117     24,423  
             
Branch and corporate overhead expenses   23,918     16,432  
Depreciation and amortization   8,344     5,172  
Operating income   4,855     2,819  
             
Interest expense, net   9,845     5,822  
Net loss $ (4,990 $ (3,003

See Accompanying Notes to Unaudited Consolidated Financial Statements

2




Allied Security Holdings LLC
Consolidated Statement of Cash Flows
(Dollars in thousands)
(Unaudited)


  Three months ended
  March 31,
2005
March 31,
2004
Cash flows from operating activities            
Net loss $ (4,990 $ (3,003
Adjustments to reconcile net loss to net cash provided by operating activities:            
Depreciation and amortization   8,344     5,172  
Noncash interest expense   994     1,377