UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-Q
(Mark One)
X Quarterly report pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934 For the quarterly period
ended March 31, 1998 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: 0-26954
CONSOLIDATED DELIVERY & LOGISTICS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 22-3350958
(State or other jurisdiction of
incorporation or organization) (I.R.S. Employer Identification No.)
380 Allwood Road 07012
Clifton, New Jersey (Zip Code)
(Address of principal executive offices)
(973) 471-1005
(Registrant's telephone number, including area code)
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. Yes X No___
The number of shares of common stock of the Registrant, par value $.001 per
share, outstanding as of May 4, 1998 was 6,666,884.
CONSOLIDATED DELIVERY & LOGISTICS, INC.
FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 1998
INDEX
Page
Part I - Financial Information (unaudited)
Item 1 - Financial Statements
Consolidated Delivery & Logistics, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets as of March 31, 1998, and 3
December 31, 1997
Condensed Consolidated Statements of Operations for the Three Months 4
Ended March 31, 1998 and 1997
Condensed Consolidated Statements of Cash Flows for the Three Months 5
Ended March 31, 1998 and 1997
Notes to Condensed Consolidated Financial Statements 6
Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations 9
Part II - Other Information
Item 1 - Legal Proceedings 12
Item 6 - Exhibits and Reports on Form 8-K 13
Signature 14
CONSOLIDATED DELIVERY & LOGISTICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands except share information)
March 31, December 31,
1998 1997
----------------- ------------------
(Unaudited) (Note 1)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $853 $1,812
Accounts receivable, net 18,588 21,275
Prepaid expenses and other current assets 2,721 2,992
----------------- ------------------
Total current assets 22,162 26,079
EQUIPMENT AND LEASEHOLD IMPROVEMENTS, net 6,144 5,667
OTHER ASSETS 3,998 4,403
NONCURRENT ASSETS OF DISCONTINUED
OPERATIONS - 10
----------------- ------------------
Total assets $32,304 $36,159
================= ==================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Short-term borrowings $4,353 $7,360
Current maturities of long-term debt 2,501 3,280
Accounts payable and accrued liabilities 12,385 12,868
Net liabilities of discontinued operations 88 52
----------------- ------------------
Total current liabilities 19,327 23,560
LONG-TERM DEBT 2,511 2,240
OTHER LONG-TERM LIABILITIES 1,611 1,745
----------------- ------------------
Total liabilities 23,449 27,545
----------------- ------------------
STOCKHOLDERS' EQUITY
Preferred stock, $.001 par value; 2,000,000 shares
authorized; no shares issued and outstanding - -
Common stock, $.001 par value; 30,000,000 shares
authorized; 6,666,884 shares issued and outstanding
at March 31, 1998 and December 31, 1997 7 7
Additional paid-in capital 9,026 9,026
Accumulated deficit (178) (419)
----------------- ------------------
Total stockholders' equity 8,855 8,614
----------------- ------------------
Total liabilities and stockholders' equity $32,304 $36,159
================= ==================
See accompanying notes to condensed consolidated financial
statements.
CONSOLIDATED DELIVERY & LOGISTICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
For the Three Months Ended
March 31,
-----------------------------------
1998 1997
--------------- ---------------
Revenue $42,686 $40,409
Cost of revenue 33,278 31,068
--------------- ---------------
Gross profit 9,408 9,341
Selling, general, and administrative expenses 8,823 9,712
--------------- ---------------
Operating income (loss) 585 (371)
Other (income) expense
Gain on sale of subsidiary, net - (816)
Interest expense 264 244
Other income, net (80) (95)
--------------- ---------------
Income from continuing operations before
income taxes 401 296
Provision for income taxes 160 119
--------------- ---------------
Income from continuing operations 241 177
Loss from discontinued operations, net of tax of $44 - (66)
--------------- ---------------
Net income $241 $111
=============== ===============
Basic and diluted income (loss) per share:
Continuing operations $.04 $.03
Discontinued operations - (.01)
--------------- ---------------
Net income per share $.04 $.02
=============== ===============
Basic weighted average common shares outstanding 6,667 6,706
=============== ===============
Diluted weighted average common shares outstanding 6,783 6,706
=============== ===============
See accompanying notes to condensed consolidated financial
statements.
CONSOLIDATED DELIVERY & LOGISTICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
For the Three Months Ended
March 31,
--------------------------------
1998 1997
-------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $241 $111
Adjustments to reconcile net income to net cash provided by
operating activities -
Gain on disposal of equipment and leasehold improvements - (6)
Gain on sale of subsidiary - (816)
Depreciation and amortization 614 360
Changes in operating assets and liabilities
(Increase) decrease in -
Accounts receivable, net 2,686 911
Prepaid expenses and other current assets 271 (719)
Other assets 211 (282)
Increase (decrease) in -
Accounts payable and accrued liabilities (483) 857
Other long-term liabilities (134) 306
-------------- --------------
Net cash provided by operating activities 3,406 722
-------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of equipment and leasehold improvements - 22
Additions to equipment and leasehold improvements (1,033) (274)
-------------- --------------
Net cash used in investing activities (1,033) (252)
-------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES
Short-term borrowings (repayments), net (3,007) 1,050
Repayments of long-term debt (371) (232)
-------------- --------------
Net cash (used in) provided by financing activities (3,378) 818
-------------- --------------
CASH PROVIDED BY (USED IN) DISCONTINUED OPERATIONS 46 (180)
-------------- --------------
Net (decrease) increase in cash and cash equivalents (959) 1,108
CASH AND CASH EQUIVALENTS, beginning of period 1,812 1,757
-------------- --------------
CASH AND CASH EQUIVALENTS, end of period $853 2,865
============== ==============
See accompanying notes to condensed consolidated financial
statements.
CONSOLIDATED DELIVERY & LOGISTICS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(1) BASIS OF PRESENTATION:
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions
to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not
include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. The
condensed consolidated balance sheet at December 31, 1997 has been
derived from the audited financial statements at that date. In the
opinion of management, all adjustments (consisting of normal recurring
adjustments) considered necessary for a fair presentation have been
included. Operating results for the three month period ended March 31,
1998 are not necessarily indicative of the results that may be expected
for any other interim period or for the year ending December 31, 1998.
Certain reclassifications have been made to prior year amounts to
conform with the current presentation, including the reclassification
of the Company's fulfillment and direct mail business as a discontinued
operation (see Note 3). For further information, refer to the
consolidated financial statements and footnotes thereto included in the
Company's Form 10-K for the year ended December 31, 1997.
(2) SHORT-TERM BORROWINGS:
Under the terms of its July 14, 1997 Revolving Credit Facility with
First Union Commercial Corporation (the "Bank"), the Company was not in
compliance with one of its loan covenants as of and for the three month
period ended March 31, 1998. The Bank has issued a waiver to the
Company with respect to such non-compliance for the three month period
ended March 31, 1998. The Company intends to negotiate appropriate
changes in such loan covenant.
(3) DISCONTINUED OPERATIONS:
In October 1997, the Company announced its intention to pursue a plan
to dispose of its fulfillment and direct mail business. On December 31,
1997, the Company entered into an agreement providing for the sale of
certain assets of its fulfillment and direct mail business.
Accordingly, the financial position and operating results of the
Company's fulfillment and direct mail business have been segregated
from continuing operations and reclassified as a discontinued operation
in the accompanying condensed consolidated financial statements.
Results from the discontinued fulfillment and direct mail business were
as follows (in thousands):
Three Months Ended
March 31,
---------------------------------
1998 1997
--------------- --------------
Revenue $ - $1,326
=============== ==============
The net assets (liabilities) of discontinued operations are comprised
of the following (in thousands):
March 31, December 31,
1998 1997
--------------------- --------------------
Current assets $145 $3,829
Current liabilities (233) (3,881)
--------------------- --------------------
Net current liabilities (88) (52)
Equipment and leasehold improvements - 10
--------------------- --------------------
Net liabilities of discontinued operations ($88) ($42)
===================== ====================
(4) LITIGATION:
On March 19, 1997, a purported class action complaint, captioned
Gapszewicz v. Consolidated Delivery & Logistics, Inc., et al. (97 Civ.
1939), was filed in the United States District Court for the Southern
District of New York (the "Court") against the Company, certain of the
Company's present and former executive officers, and the co-managing
underwriters of the Company's initial public offering (the "Offering").
The gravamen of the complaint is that the Company's registration
statement for the Offering contained misstatements and omissions of
material fact in violation of the federal securities laws and that the
Company's financial statements included in the registration statement
were false and misleading and did not fairly reflect the Company's true
financial condition. The complaint seeks the certification of a class
consisting of purchasers of the Company's Common Stock from November
21, 1995 through February 27, 1997, rescission of the Offering,
attorneys' fees and other damages. In April 1997, five other complaints
containing allegations identical to the Gapszewicz complaint were filed
in the same federal court against the Company. On May 27, 1997, these
six complaints were consolidated into a single action entitled "In re
Consolidated Delivery & Logistics, Inc. Securities Litigation". On July
16, 1997, the Company and the underwriter defendants filed a motion to
dismiss the complaint. In response, the plaintiffs filed an amended
complaint on October 20, 1997. A motion to dismiss the amended
complaint was filed by the Company and the underwriter defendants on
December 15, 1997. No ruling on the Company's motion has been rendered
by the Court. The Company believes the allegations contained in the
amended complaint are without merit and intends to continue to
vigorously defend the action.
The Company and its subsidiaries are from time to time, parties to
litigation arising in the normal course of their business, most of
which involves claims for personal injury and property damage incurred
in connection with their operations. Management believes that none of
these actions, including the above action, will have a material adverse
effect on the financial position or results of operations of the
Company and its subsidiaries.
(5) INCOME (LOSS) PER SHARE:
The Company adopted the provisions of Statement of Financial Accounting
Standards No. 128, "Earnings Per Share" ("SFAS 128"), in the quarter
ended December 31, 1997. SFAS 128 establishes standards for the method
of computation, presentation and disclosure for earnings per share
("EPS") and requires the presentation of basic and diluted EPS.
Previously reported EPS amounts were not affected by the adoption of
this new standard. There were no differences between basic and diluted
EPS for the three months ended March 31, 1998 and 1997. The conversion
of the debentures into common stock (see Note 6) were antidilutive for
1998 and 1997. The dilutive amount of stock options was not significant
for 1998 and the conversion of the stock options were antidilutive for
1997.
A reconciliation of weighted average common shares outstanding to
weighted average common shares outstanding assuming dilution follows:
Three Months Ended March 31,
--------------- ----- --------------
1998 1997
--------------- --------------
Basic weighted average common
shares oustanding 6,666,884 6,705,822
Effect of dilutive securities:
Stock options 115,832 -
--------------- --------------
Diluted weighted average common
shares outstanding 6,782,716 6,705,822
=============== ==============
(6) SUBSEQUENT EVENT:
On April 1, 1998 the Company converted $740,000 of the $2 million of 8%
Subordinated Convertible Debentures (the " 8% Debentures") to 10%
Subordinated Convertible Debentures (the "10% Debentures") and issued
$150,000 of additional 10% Debentures. The 10% Debentures are
convertible into common stock of the Company at a conversion price of
$5.50 per share, accrue interest at 10% per annum which is payable
quarterly, mature on August 21, 2000 and extend the initial repayment
date by one year from August 1998 to August 1999. The 10% Debentures
are redeemable by the Company, in whole or in part, without premium or
penalty at any time on or after August 18, 1999, at their face amount
plus accrued and unpaid interest, if any, to the date of redemption.
The 10% Debentures are redeemable at the option of the holder, in whole
but not in part, without premium or penalty, at any time after August
21, 1999. As a result of the above transaction, $740,000 of the $2
million of 8% Debentures has been classified as long-term debt and the
remainder, payable in August 1998, has been classified as current
maturities of long-term debt in the accompanying condensed consolidated
balance sheet as of March 31, 1998.
(7) NEW ACCOUNTING PRONOUNCEMENTS:
The Financial Accounting Standards Board has issued Statement of
Financial Accounting Standards No. 131, "Disclosures About Segments of
an Enterprise and Related Information" ("SFAS 131"). SFAS 131
introduces a new model for segment reporting, called the "management
approach." The management approach is based on the way that management
organizes segments within a company for making operating decisions and
assessing performance. Reportable segments are based on products and
services, geography, legal structure, management structure - any manner
in which management disaggregates a company. The management approach
replaces the notion of industry and geographic segments in current
accounting standards. SFAS 131 is effective for fiscal years beginning
after December 15, 1997 and early adoption is encouraged. However, SFAS
131 need not be applied to interim statements in the initial year of
application. SFAS 131 requires restatement of all prior period
information reported. The Company intends to adopt this standard when
required and is in the process of determining the effect of SFAS 131 on
the Company's consolidated financial statements.
In March 1998, the Accounting Standards Executive Committee of the
American Institute of Certified Public Accountants issued Statement of
Position 98-1, "Accounting for the Costs of Computer Software Developed
or Obtained for Internal Use." The statement is intended to eliminate
the diversity in practice in accounting for internal-use software costs
and improve financial reporting. The statement is effective for fiscal
years beginning after December 15, 1998. The Company is in the process
of determining the effect of this statement on the Company's
consolidated financial position and results of operations.
Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations
Overview
The following discussion of the Company's results of operations and of
its liquidity and capital resources should be read in conjunction with the
Condensed Consolidated Financial Statements of the Company and the related Notes
thereto appearing elsewhere herein.
Disclosure Regarding Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward looking statements. Certain information contained in this
Form 10-Q includes information that is forward looking, such as the Company's
expectations for future performance, its growth and acquisition strategies, its
anticipated liquidity and capital needs and its future prospects. The matters
referred to in such forward looking statements could be affected by the risks
and uncertainties related to the Company's business. Actual results may vary
from these forward-looking statements due to many factors including but not
limited to: lack of satisfactory acquisition candidates and/or an inability to
conclude acquisitions on satisfactory terms; acquisition limitations under the
terms of the existing credit facility; inability to obtain acquisition financing
on satisfactory terms; inability to negotiate and obtain waivers of default or
acceptable revisions to loan covenants with the Company's primary lender under
the existing credit facility; the effect of economic and market conditions, the
ability of the Company to execute its strategic plan, the impact of competition
and the Company's reported results varying materially from management's current
expectations. Investors are further cautioned that the Company's financial
results can vary from quarter to quarter, and the financial results reported for
the first quarter may not necessarily be indicative of future results. For more
information about the Company, please review the Company's most recent Form 10-K
filed with the Securities and Exchange Commission.
Results of Operations
Revenue for the first quarter of 1998 increased by $2.3 million, or 5.7% to
$42.7 million from $40.4 million for the first quarter of 1997. Revenue in the
Company's ground delivery divisions contributed to the increase primarily due to
newly added customers combined with an expansion of routes with existing
customers in the contract distribution business in the Northeast and Southeast
regions. Air courier revenue remained unchanged at $13.4 million for the first
three months of 1998 and 1997.
Cost of revenue increased by $2.2 million, or 7.1%, to $33.3 million for the
first three months of 1998 from $31.1 million for the first three months of
1997. The increase in revenue from contract distribution business described
above typically produces higher initial costs, which caused a greater increase
in cost of revenues (7.1%) when compared to the increase in revenue (5.7%).
These costs tend to lower as additional volume or new contracts are added
thereby increasing route density.
Selling, general and administrative expenses decreased by $900,000, or 9.3%, to
$8.8 million from $9.7 million for the first three months of 1998 and 1997,
respectively. The Company's ground delivery division contributed approximately
$579,000 and the air delivery division $321,000 of the decrease reflecting the
Company's continuing policy of consolidation and cost reduction.
As a result of the matters discussed above, operating income increased by
$956,000 to operating income of $585,000 from a loss of $371,000 for the first
three months of 1998 and 1997, respectively.
Income from continuing operations before income taxes increased by $105,000, or
35.5%, to $401,000 for the first quarter of 1998 from $296,000 in the first
quarter of 1997. Income from continuing operations before income taxes for the
first quarter of 1997 included a gain of $816,000 recognized on the disposition
of the Company's contract logistics subsidiary.
Liquidity and Capital Resources
Working capital increased by $300,000 to $2.8 million at March 31, 1998 from
$2.5 million at December 31, 1997. Cash and cash equivalents decreased by
$959,000 to $853,000 at March 31, 1998 from $1.8 million at December 31, 1997.
The decrease in cash is primarily due to a reduction in Company debt of $3.4
million and acquisition of equipment and leasehold improvements in the amount of
$1.0 million, which is offset by cash provided by Company operations of $3.4
million.
As described in Note 2 of the accompanying condensed consolidated financial
statements, the Company was not in compliance with one of its loan covenants as
of and for the three month period ended March 31, 1998. The Company has obtained
a waiver from the lending institution for such non-compliance. The Company
intends to negotiate appropriate changes in such loan covenant.
Capital expenditures amounted to $1.0 million and $274,000 for the first quarter
of 1998 and 1997, respectively.
Effective April 1, 1998 the Company converted $740,000 of its $2 million 8%
Subordinated Convertible Debentures to 10% Subordinated Convertible Debentures
and issued an additional $150,000 of the 10% Subordinated Convertible
Debentures. Pursuant to an agreement with the Company's lender, First Union
National Bank, the conversion will not affect availability under the terms of
the Company's credit facility. At March 31, 1998 the Company had $4.8 million
available under its credit facility.
Discussions are underway with the Company's primary lender to provide additional
financing to fund the Company's anticipated acquisition program for which
negotiations are currently being conducted with several acquisition candidates.
Management believes that cash flows from operations, together with its borrowing
capacity, are sufficient to support the Company's operations and general
business and liquidity requirements for the foreseeable future.
Recently Issued Accounting Pronouncements
The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standards No. 131, "Disclosures About Segments of an Enterprise and
Related Information" ("SFAS 131"). SFAS 131 introduces a new model for segment
reporting, called the "management approach." The management approach is based on
the way that management organizes segments within a company for making operating
decisions and assessing performance. Reportable segments are based on products
and services, geography, legal structure, management structure - any manner in
which management disaggregates a company. The management approach replaces the
notion of industry and geographic segments in current accounting standards. SFAS
131 is effective for fiscal years beginning after December 15, 1997 and early
adoption is encouraged. However, SFAS 131 need not be applied to interim
statements in the initial year of application. SFAS 131 requires restatement of
all prior period information reported. The Company intends to adopt this
standard when required and is in the process of determining the effect of SFAS
131 on the Company's consolidated financial statements.
In March, 1998, the Accounting Standards Executive Committee of the American
Institute of Certified Public Accountants issued Statement of Position 98-1,
"Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use." The statement is intended to eliminate the diversity in practice
in accounting for internal-use software costs and improve financial reporting.
The statement is effective for fiscal years beginning after December 15, 1998.
The Company is in the process of determining the effect of this statement on the
Company's consolidated financial position and results of operations.
Year 2000 Compliance
The Company is currently in the process of evaluating its information
technology infrastructure for the Year 2000 compliance. The Company does not
expect that the cost to modify its information technology infrastructure to be
Year 2000 compliant will be material to its financial position or results of
operations. The Company does not anticipate any material disruption in its
operations as a result of any failure by the Company to be in compliance. The
Company is in the process of obtaining information concerning the Year 2000
compliance status of its suppliers and customers. In the event that any of the
Company's significant suppliers or customers does not successfully and timely
achieve Year 2000 compliance, the Company's business or operations could be
adversely affected.
Inflation
Inflation has not had a material impact on the Company's results of
operations.
Part II - OTHER INFORMATION
Item 1 - Legal Proceedings.
On March 19, 1997, a purported class action complaint, captioned
Gapszewicz v. Consolidated Delivery & Logistics, Inc., et al. (97 Civ. 1939),
was filed in the United States District Court for the Southern District of New
York (the "Court") against the Company, certain of the Company's present and
former executive officers, and the co-managing underwriters of the Company's
initial public offering (the "Offering"). The gravamen of the complaint is that
the Company's registration statement for the Offering contained misstatements
and omissions of material fact in violation of the federal securities laws and
that the Company's financial statements included in the registration statement
were false and misleading and did not fairly reflect the Company's true
financial condition. The complaint seeks the certification of a class consisting
of purchasers of the Company's Common Stock from November 21, 1995 through
February 27, 1997, rescission of the Offering, attorneys' fees and other
damages. In April 1997, five other complaints containing allegations identical
to the Gapszewicz complaint were filed in the same federal court against the
Company. On May 27, 1997, these six complaints were consolidated into a single
action entitled "In re Consolidated Delivery & Logistics, Inc. Securities
Litigation". On July 16, 1997, the Company and the underwriter defendants filed
a motion to dismiss the complaint. In response, the plaintiffs filed an amended
complaint on October 20, 1997. A motion to dismiss the amended complaint was
filed by the Company and the underwriter defendants on December 15, 1997. No
ruling on the Company's motion has been rendered by the Court. The Company
believes the allegations contained in the amended complaint are without merit
and intends to continue to vigorously defend the action.
In February 1996, Liberty Mutual Insurance Company ("Liberty Mutual")
filed an action against Securities Courier Corporation, a subsidiary of the
Company, Mr. Vincent Brana and certain other parties in the United States
District Court for the Southern District of New York alleging, among other
things, that Securities Courier had fraudulently obtained automobile liability
insurance from Liberty Mutual in the late 1980s and early 1990s at below market
rates. This suit, which claims common law fraud, fraudulent inducement, unjust
enrichment and violations of the civil provisions of the Federal RICO statute,
among other things, seeks an unspecified amount of compensatory and punitive
damages from the defendants, as well as attorneys' fees and other expenses.
Under the terms of its acquisition of Securities Courier, the Company has
certain rights to indemnification from Mr. Brana. Discovery is currently pending
and as a result the Company is unable to make a determination as to the merits
of the claim. The Company does not believe that an adverse determination in this
matter would result in a material adverse affect on the consolidated financial
position or results of operations of the Company.
The Company is, from time to time, a party to litigation arising in the
normal course of its business, most of which involves claims for personal injury
and property damage incurred in connection with its same-day ground and air
delivery operations. Management believes that none of these actions, including
the actions described above, will have a material adverse effect on the
consolidated financial position or results of operations of the Company.
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibit
27.1 Financial Data Schedule (for electronic submission
only)
(b) Report on Form 8-K filed on January 15, 1998 concerning the
Company's sale of certain assets of Sureway Logistics
Corporation, its subisidiary, to Mimatar Corporation.
SIGNATURE
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.
Dated: May 20, 1998 CONSOLIDATED DELIVERY & LOGISTICS, INC.
By: /s/ Joseph G. Wojak
Joseph G. Wojak
Executive Vice President, Chief
Financial Officer, Treasurer
and Secretary
(PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER)