UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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
No
![]()
Indicate by check mark whether the Registrant is an
accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes
No ![]()
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 | ||||||||