TARGET
LOGISTICS, INC.
CONSOLIDATED
STATEMENTS OF CASH FLOWS
|
|
Year
Ended
June
30, 2007
|
|
Year
Ended
June
30, 2006
|
|
Year
Ended
June
30, 2005
|
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
Net
income
|
|
|
1,628,627
|
|
$
|
2,705,598
|
|
$
|
1,561,138
|
|
Bad
debt expense
|
|
|
666,084
|
|
|
220,154
|
|
|
409,679
|
|
Depreciation
and amortization
|
|
|
816,647
|
|
|
616,310
|
|
|
600,155
|
|
Decrease
in deferred tax liability
|
|
|
(166,234
|
)
|
|
(69,945
|
)
|
|
-
|
|
(Increase)
decrease in deferred tax asset
|
|
|
(171,780
|
)
|
|
152,095
|
|
|
1,047,120
|
|
Employee
stock option expense
|
|
|
-
|
|
|
8,897
|
|
|
-
|
|
Services
performed pursuant to stock subscription agreement
|
|
|
-
|
|
|
-
|
|
|
100,000
|
|
Adjustments
to reconcile net income to net cash used
in
operating activities
|
|
|
|
|
|
|
|
|
|
|
(Increase)
in accounts receivable
|
|
|
(5,436,180
|
)
|
|
(880,547
|
)
|
|
(805,964
|
)
|
Decrease
(increase) in prepaid expenses and other current assets
|
|
|
487,872
|
|
|
(10,615
|
)
|
|
4,142
|
|
Decrease
(increase) in other assets
|
|
|
125,653
|
|
|
188,433
|
|
|
(137,852
|
)
|
(Increase)
in goodwill resulting from earn-out due under ACI
Acquisition
|
|
|
-
|
|
|
(147,150
|
)
|
|
-
|
|
Increase
in accounts payable and accrued expenses
|
|
|
1,821,413
|
|
|
2,362,381
|
|
|
1,769,724
|
|
Net
cash (used for) provided by operating activities
|
|
|
(
227,898
|
)
|
|
5,145,611
|
|
|
4,548,142
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
Purchases
of property and equipment
|
|
|
(462,167
|
)
|
|
(1,858,298
|
)
|
|
(243,107
|
)
|
Asset
purchase acquisition - DCI
|
|
|
(
69,120
|
)
|
|
-
|
|
|
-
|
|
Asset
purchase acquisition - Capitaland
|
|
|
(1,013,520
|
)
|
|
-
|
|
|
-
|
|
Payment
for purchase of ACI, net of cash acquired (Note 6)
|
|
|
-
|
|
|
(550,000
|
)
|
|
(124,283
|
)
|
Net
cash used for investing activities
|
|
|
(1,544,807
|
)
|
|
(2,408,298
|
|
|
(367,390
|
)
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
Dividends
paid
|
|
|
(122,946
|
)
|
|
(280,194
|
)
|
|
(320,104
|
)
|
Stock
options exercised
|
|
|
117,250
|
|
|
37,835
|
|
|
-
|
|
Net
borrowing (repayment) from line of credit
|
|
|
1,645,878
|
|
|
(1,854,862
|
)
|
|
(3,223,467
|
)
|
Payment
of lease obligations
|
|
|
(143,708
|
)
|
|
(150,651
|
)
|
|
(8,482
|
)
|
Net
cash provided by (used for) financing activities
|
|
|
1,496,474
|
|
|
(2,247,872
|
)
|
|
(3,552,053
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net
(decrease) increase in cash and cash equivalents
|
|
|
(276,231
|
)
|
|
489,441
|
|
|
628,699
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
AND CASH EQUIVALENTS, beginning of year
|
|
$
|
7,015,018
|
|
|
6,525,577
|
|
|
5,896,878
|
|
CASH
AND CASH EQUIVALENTS, end of year
|
|
$
|
6,738,787
|
|
$
|
7,015,018
|
|
$
|
6,525,577
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION:
|
|
|
|
|
|
|
|
|
|
|
Cash
paid during the year for:
|
|
|
|
|
|
|
|
|
|
|
Interest
|
|
$
|
229,848
|
|
$
|
173,942
|
|
$
|
258,348
|
|
Income
taxes
|
|
|
1,640,985
|
|
$
|
1,337,320
|
|
$
|
30,792
|
|
The
accompanying notes are an integral part of these consolidated financial
statements.
TARGET
LOGISTICS, INC.
CONSOLIDATED
STATEMENTS OF CASH FLOWS
—
(Continued)
SUPPLEMENTAL
SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
|
|
Year Ended
June 30, 2007
|
|
Year Ended
June 30, 2006
|
|
Year Ended
June 30, 2005
|
|
|
|
|
|
|
|
|
|
Conversion
of 197,000 and 750 Class C Preferred Shares, respectively
|
|
|
-
|
|
$
|
(1,970,000
|
)
|
$
|
(7,500
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of Common Stock for Conversion of 197,000 and 750 Class C Preferred
Shares, respectively
|
|
|
-
|
|
$
|
1,970,000
|
|
$
|
7,500
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase
of property and equipment under capital lease obligations
|
|
|
-
|
|
$
|
442,104
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued
purchase price liability - ACI
|
|
|
-
|
|
|
-
|
|
$
|
757,840
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred
tax liability - ACI
|
|
|
-
|
|
|
-
|
|
$
|
400,000
|
|
The
accompanying notes are an integral part of these consolidated financial
statements.
TARGET
LOGISTICS, INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
YEAR
ENDED JUNE 30, 2007
Target
Logistics, Inc. (“Company”) provides freight forwarding services and logistics
services, through its wholly owned subsidiary, Target Logistic Services, Inc.
(“Target”). The Company has a network of offices in 34 cities throughout the
United States. The Company was incorporated in Delaware in January 1996 as
the
successor to operations commenced in 1970. On March 15, 2005, the Company
acquired the stock of Air Cargo International and Domestic, Inc. (“ACI”). Refer
to Note 6 for a further description of the ACI Acquisition.
The
Company’s freight forwarding services involve arranging for the total transport
of customers’ freight from the shipper’s location to the designated recipients,
including the preparation of shipping documents and the providing of handling,
packing and containerization services. The Company concentrates on cargo
shipments weighing more than 50 pounds requiring time definite delivery, and
has
an average shipment weighing approximately 1,700 pounds. The Company also
assembles bulk cargo and arranges for insurance. The Company has a network
of
offices in 34 cities throughout the United States, including exclusive agency
relationships in 20 cities. The Company has international freight forwarding
operations with a worldwide agent network providing coverage in over 70
countries. The Company has developed several niches including fashion services,
the distribution of materials for the entertainment industry, and an expertise
in material supply logistics to manufacturing concerns.
On
September 17, 2007 (subsequent to the close of the Company’s June 30, 2007
fiscal year), the Company, Mainfreight Limited, a New Zealand corporation
(“Mainfreight”), and Saleyards Corp., a Delaware corporation and wholly owned
subsidiary of Mainfreight (“Saleyards”), entered into an Agreement and Plan of
Merger (the “Merger Agreement”). The Merger Agreement provides that, upon the
terms and subject to the conditions set forth in the Merger Agreement, Saleyards
will merge with and into Target (the “Merger”), with Target continuing as the
surviving corporation and a wholly owned subsidiary of Mainfreight. Upon
consummation of the Merger, each share of our Common Stock, par value $0.01
per
share (the “Common Stock”) issued and outstanding immediately prior to the
Merger (other than shares of Common Stock with respect to which a demand for
appraisal pursuant to the General Corporation Law of the State of Delaware
(the
“DGCL”) has been properly made, and any shares of Common Stock owned by
Mainfreight, Saleyards and any wholly owned subsidiary of Mainfreight) will
be
canceled and will be converted automatically into the right to receive $2.50
in
cash payable to the holder thereof, without interest. Each Share of our Class
F
Preferred Stock, par value $10.00 per share (the “Class F Stock”) issued and
outstanding immediately prior to the Merger (other than shares of Class F Stock
with respect to which a demand for appraisal pursuant to the DGCL has been
properly made, and any shares of Class F Stock owned by Mainfreight, Saleyards
and any wholly owned subsidiary of Mainfreight) will be canceled and will be
converted automatically into the right to receive $62.50 in cash
(the
equivalent of $2.50 per share of Common Stock multiplied by 25, which is the
number of shares of Common Stock into which each share of Class F stock may
be
converted)
payable
to the holder thereof, without interest. Under Section 251 of the DGCL, the
affirmative vote of the holders of a majority of the voting power of the
outstanding shares of the Company’s voting stock is required to approve the
Merger Agreement and the Merger. On September 17, 2007, three stockholders
that,
in the aggregate, are the record owners of 10,978,853 Shares and all of the
Class F Shares, representing in the aggregate approximately 66.4% of the
outstanding voting power of the Company, executed and delivered to the Company
written consents adopting the Merger Agreement and approving the Merger.
Accordingly, the Merger has been approved by holders representing approximately
66.4% of the outstanding voting securities of the Company, and no vote or
further action of the stockholders of the Company is required to adopt the
Merger Agreement or approve the Merger.
The
parties have made customary representations, warranties and covenants in the
Merger Agreement, including, among others, the Company’s agreement (subject
to certain exceptions) (i) to conduct its business in the ordinary course
consistent with past practice between the execution of the Merger Agreement
and
consummation of the Merger, and not to engage in certain kinds of transactions
during this period; to (ii) to use its reasonable best efforts to consummate
the
Merger; and (iii) to not solicit proposals relating to alternative business
combination transactions or, subject to certain exceptions, enter into
discussions concerning or provide confidential information in connection with
alternative business combination transactions. Consummation of the
Merger is subject to customary conditions set forth in the Merger
Agreement. The Merger Agreement contains certain termination rights
for both the Company and Mainfreight, and further provides that, upon
termination of the Merger Agreement under specified circumstances, the
Company may be required to pay Mainfreight a termination fee of up to
$2,115,000.
2.
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
|
Significant
accounting policies of the Company, as summarized below, are in conformity
with
generally accepted accounting principles. The preparation of financial
statements in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts
of
assets and liabilities and disclosure of contingent assets and liabilities
at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
TARGET
LOGISTICS, INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
YEAR
ENDED JUNE 30, 2007
Principles
of Consolidation
For
the
fiscal year ended June 30, 2007, 2006 and 2005, the consolidated financial
statements include the accounts of the Company, Target, ACI, and other inactive
subsidiaries. All significant intercompany balances and transactions have been
eliminated upon consolidation.
Use
of Estimates
In
the
process of preparing its consolidated financial statements, the Company
estimates the appropriate carrying value of certain assets and liabilities
which
are not readily apparent from other sources. Management bases its estimates
on
historical experience and on various assumptions which are believed to be
reasonable under the circumstances. The primary estimates underlying the
Company’s consolidated financial statements include allowance for doubtful
accounts, accruals for transportation and other direct costs, accruals for
cargo
insurance, the determination of shared based compensation expense, and deferred
income taxes.
Property
and Equipment
Property
and equipment are stated at cost. Depreciation is computed under the
straight-line method over estimated useful lives ranging from 3 to 8 years.
Assets under capital leases are depreciated over the shorter of the estimated
useful life of the asset or the lease term. The Company utilizes a half-year
convention for assets in the year of acquisition and disposal. Leasehold
improvements are amortized using the straight-line method over the shorter
of
the life of the asset or the remaining lease term.
Accounting
for Long-Lived Assets
The
Company accounts for long-lived assets in accordance with the provisions of
Statement of Financial Accounting Standards (“SFAS”) No. 144, “
Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of
.”
This
statement establishes financial accounting and reporting standards for the
impairment or disposal of long-lived assets. The statement requires that
long-lived assets be reviewed for impairment whenever events or changes in
circumstances indicate that its carrying amount may be not be recoverable and
is
measured by a comparison of the carrying amount of an asset to undiscounted
future net cash flows expected to be generated by the asset. If the carrying
amount of an asset exceeds its estimated future undiscounted cash flows, an
impairment charge is recognized for the amount by which the carrying amount
of
the asset exceeds the fair value of the asset. SFAS No. 144 requires companies
to separately report discontinued operations and extends that reporting to
a
component of an entity that either has been disposed of (by sales, abandonment
or in a distribution to owners) or is classified as held for sale. Assets to
be
disclosed are reported at the lower of the carrying amount or fair value less
costs to sell. Management has performed a review of all long-lived assets and
has determined that no impairment of the respective carrying value has occurred
as of June 30, 2007.
Goodwill
Goodwill
represents the excess of cost over net assets acquired and was amortized on
a
straight-line basis over 25 years.
In
July
2001, the FASB issued SFAS No. 142, “
Goodwill
and Other Intangible Assets
”,
which
requires the use of a non-amortization approach to account for purchased
goodwill and certain intangibles. The Company adopted this statement on July
1,
2002. Under the non-amortization approach, goodwill and certain intangibles
are
not amortized into results of operations, but instead are reviewed for
impairment, written down and charged to results of operations only in periods
in
which the recorded value of goodwill and certain intangibles is more than its
fair value. The last annual independent valuation analysis was completed in
January 2007, and based on the valuation, the Company determined that the
goodwill was not impaired.
The
independent valuation analysis is substantially dependent on three separate
analyses: (1) discounted seven-year cash flow analysis, (2) comparable public
company analysis, and (3) comparable transaction analysis.
TARGET
LOGISTICS, INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
YEAR
ENDED JUNE 30, 2007
The
discounted cash flow analysis is dependent on the Company’s Target Logistic
Services, Inc. (“Target”) subsidiary achieving certain future results. These
include the following major assumptions: (a) Revenue growth of 15.0% for fiscal
2007, 12.5% for fiscal 2008 through 2009, 10% for fiscal 2010 through 2011
and
7.5% for fiscal 2012 thru 2013; (b) Gross Profit percentage of 30.6% in
fiscal 2007 and 31.8% in fiscal 2008 and thereafter; (c) Operating expenses
(excluding forwarder commissions) reducing from 17.2% in fiscal 2006, to 17.1%
in fiscal 2008 and thereafter; and (d) a 15% discount rate. While
management believes that these are achievable, any downward variation in these
major assumptions or in any other portion of the discounted cash flow analysis
could negatively impact the overall valuation analysis.
The
Company performs an annual valuation analysis. Based on the results of these
annual valuation analyses, our financial results could be impacted by impairment
of goodwill, which could result in periodic write-downs ranging from zero to
$11,351,402.
The
decrease in goodwill for the fiscal year ended June 30, 2007 is attributable
to
the post closing adjustment under the ACI Acquisition. Refer to Note 5 for
a
discussion of the goodwill associated with the ACI acquisition.
Allowance
for Doubtful Accounts
The
Company, on a regular basis, reviews the outstanding balances owed by its
customers and establishes a minimum allowance for doubtful accounts for any
balances that are 90 days or more past due based on the invoice date. The
Company also reviews its accounts receivable by customer and, based on the
review, additional reserves may be added to the allowance for doubtful accounts,
if in the opinion of management the collection of such debt is impaired. In
addition, balances less than 90 days past due are reserved based on the
Company’s recent bad debt experience.
Income
Taxes
The
Company accounts for income taxes under SFAS No. 109, “
Accounting
for Income Taxes
”.
Under
SFAS No. 109, deferred tax assets and liabilities are recognized for the future
tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their tax bases.
Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred
tax
assets or liabilities of a change in tax rates is recognized in the period
that
the tax change occurs.
Share
Based Compensation
In
December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No.
123R, “Share Based Payment: An Amendment of FASB Statements No. 123 (“SFAS
123R”). This statement requires that the cost resulting from all share based
payment transactions be recognized in the Company’s consolidated financial
statements. In addition, in March 2005 the Securities and Exchange
Commission (“SEC”) released SEC Staff Accounting Bulletin No. 107, “Share-Based
Payment” (“SAB 107”). SAB 107 provides the SEC staff’s position regarding the
application of SFAS 123R and certain SEC rules and regulations, and also
provides the staff’s views regarding the valuation of share based payment
arrangements for public companies. Generally, the approach in SFAS 123R is
similar to the approach described in SFAS 123. However, SFAS 123R requires
all
share-based payments to employees, including grants of employee stock options,
to be recognized in the statement of operations based on their fair values.
Pro
forma disclosure of fair value recognition, as prescribed under SFAS 123, is
no
longer an alternative.
Effective
July 1, 2005, the Company adopted the fair value measurement provisions of
SFAS
123R and accordingly has adopted the modified prospective application method.
Under the provisions of FASB Statement No. 123(R) the compensation cost relating
to share-based payment transactions (in the company’s case, the employee stock
option plan) is to be recognized in the financial statements. For the year
ending June 30, 2007, the Company has recognized as expense outstanding,
unvested employee stock options over the remaining vesting period that remained
on such options based on the fair value at the date the employee stock options
were granted. Under the modified-prospective-transition method, results for
the
prior periods have not been restated.
TARGET
LOGISTICS, INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
YEAR
ENDED JUNE 30, 2007
Prior
to
July 1, 2005, the Company accounted for its employee stock option plan in
accordance with the provisions of Accounting Principles Board (“APB”) Opinion
No. 25, “Accounting for Stock Issued to Employees”, and related interpretations.
Compensation expense relating to employee stock options is recorded only if,
on
the date of grant, the fair value of the underlying stock exceeds the exercise
price. The Company adopted the disclosure-only requirements of SFAS No. 123,
“Accounting for Stock-Based Compensation”, and SFAS No. 148, “Accounting for
Stock-Based Compensation - Transition and Disclosure”, which allows entities to
continue to apply the provisions of APB Opinion No. 25 for transactions with
employees and provide pro forma net income and pro forma earnings per share
disclosures for employee stock options as if the fair value based method of
accounting in SFAS No. 123 had been applied to these transactions.
The
following table illustrates the effect on net income and earnings per share
if
compensation expense had been determined for fixed plan awards based on an
estimate of fair value of the option at the date of grant consistent with SFAS
No. 123, “Accounting for Stock Based Compensation,” as
amended.
|
|
Year Ended
June 30, 2007
|
|
Year Ended
June 30, 2006
|
|
Year Ended
June 30, 2005
|
|
Net
income as reported
|
|
$
|
1,628,627
|
|
$
|
2,705,598
|
|
$
|
1,561,138
|
|
Total
stock-based employee compensation expense included in the determination
of
net income, net of tax effect (SFAS No. 123R)
|
|
|
-
|
|
|
5,338
|
|
|
N/A
|
|
Total
stock-based employee compensation expense determined using a fair
value
based method for fixed plan awards, net of tax effect (SFAS No.
123)
|
|
|
-
|
|
|
-
|
|
|
(53,399
|
)
|
Pro
forma net income
|
|
|
N/A
|
|
|
N/A
|
|
$
|
1,507,739
|
|
Basic
earnings per share
|
|
$
|
0.08
|
|
$
|
0.15
|
|
$
|
0.08
|
|
Pro
forma basic earnings per share
|
|
|
N/A
|
|
|
N/A
|
|
$
|
0.08
|
|
Diluted
earnings per share
|
|
$
|
0.08
|
|
$
|
0.13
|
|
$
|
0.07
|
|
Pro
forma diluted earnings per share
|
|
|
N/A
|
|
|
N/A
|
|
$
|
0.07
|
|
The
effects of applying SFAS No. 123 in the 2005 pro forma are not indicative of
future amounts as additional awards in future years are
anticipated.
On
November 30, 2005, the Company’s shareholders approved the Company’s 2005 Stock
Option Plan. The new Plan replaces the Company’s 1996 Stock Option Plan which
expired in June 2006. Under the new Plan, 1,500,000 shares of Common Stock
are
reserved for issuance.
Revenue
Recognition
In
accordance with EITF 91-9 “
Revenue
and Expense Recognition for Freight Services in Process
”,
revenue from freight forwarding is recognized upon completed delivery of goods,
and direct expenses associated with the cost of transportation are accrued
concurrently. Ongoing provision is made for doubtful receivables, discounts,
returns and allowances.
The
Company recognizes revenue on a gross basis, in accordance with Emerging Issues
Task Force (EITF) 99-19, “Reporting Revenue Gross versus Net”, as a result of
the following: Target is the primary obligor responsible for providing the
service desired by the customer and is responsible for fulfillment, including
the acceptability of the service(s) ordered or purchased by the customer. The
prices charged by Target to its customers are set by Target in its sole
discretion and Target is not required to obtain approval or consent from any
other party in establishing its prices. Target has multiple suppliers for the
services it sells to a customer and Target has the absolute and complete
discretion and right to select the supplier that will provide the product(s)
or
service(s) ordered by a customer, including changing the supplier on a shipment
by shipment basis. Target, in most cases, does determine the nature, type,
characteristics, and specifications of the service(s) ordered by the customer.
Target assumes credit risk for the amount billed to the customer.
TARGET
LOGISTICS, INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
YEAR
ENDED JUNE 30, 2007
Cash
and Cash Equivalents
The
Company considers all highly liquid investments that are not held as collateral,
and which are purchased with an original maturity of three months or less,
to be
cash equivalents.
The
Company maintains cash balances at various financial institutions. Deposits
not
exceeding $100,000 for each institution are insured by the Federal Deposit
Insurance Corporation. At June 30, 2007 and June 30, 2006, the Company had
uninsured cash and cash equivalents of $6,323,685 and $6,250,905,
respectively.
Per
Share Data
Basic
income (loss) per share is calculated by dividing net income (loss) attributable
to common shareholders less preferred stock dividends, by the weighted average
number of shares of common stock outstanding during the period. Diluted income
per share is calculated by dividing net income attributable to common
shareholders by the weighted average number of common shares outstanding,
adjusted for potentially dilutive securities.
Options
to purchase 75,000 shares of common stock for the year ended June 30, 2005
were
not included in the computation of diluted EPS because the exercise prices
of
those options were greater than the average market price of the common shares,
thus they were anti-dilutive.
Fair
Value of Financial Instruments
Cash
equivalents are reflected at cost which approximate their fair values. The
fair
value of notes and loans payable outstanding is estimated by discounting the
future cash flows using the current rates offered by lenders for similar
borrowings with similar credit ratings. The carrying amounts of the accounts
receivable and debt approximate their fair value.
Foreign
Currency Transactions
In
the
normal course of business the Company has accounts receivable and accounts
payable that are transacted in foreign currencies. The Company accounts for
transaction differences in accordance with Statement of Financial Accounting
Standard Number 52, “
Foreign
Currency Translation
”,
and
accounts for the gains or losses in operations. For all periods presented,
these
amounts were immaterial to the Company’s operations.
Reclassifications
Certain
amounts in the 2005 and 2006 consolidated financial statements have been
reclassified to conform with the 2007 presentation.
Recent
Accounting Pronouncements
In
July
2006, the FASB issued FASB Interpretation (FIN) No. 48, “
Accounting
for Uncertainty in Income Taxes
”, an
interpretation of FASB Statement 109. FIN 48 prescribes a comprehensive model
for recognizing, measuring, presenting and disclosing in the financial
statements tax positions taken or expected to be taken on a tax return,
including a decision whether to file or not to file in a particular
jurisdiction. FIN 48 is effective for fiscal years beginning after December
15,
2006. If there are changes in net assets as a result of application of FIN
48,
these will be accounted for as an adjustment to retained earnings. The Company
is currently assessing the impact of FIN 48 but does not expect that it will
have an effect on our consolidated financial position or results of
operations.
In
September 2006, the FASB issued SFAS No. 157, “
Fair
Value Measurements
”.
SFAS
No. 157 establishes a common definition for fair value to be applied to US
GAAP
guidance requiring use of fair value, establishes a framework for measuring
fair
value, and expands disclosure about such fair value measurements. SFAS No.
157
is effective for fiscal years beginning after November 15, 2007. The Company
is
currently assessing the impact of SFAS No. 157 but does not expect that it
will
have an effect on our consolidated financial position or results of
operations.
TARGET
LOGISTICS, INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
YEAR
ENDED JUNE 30, 2007
In
February 2007, FASB issued FAS No. 159,
“The
Fair Value Option for Financial Assets and Financial Liabilities Including
an
Amendment of FASB Statement No. 115”
("FAS
159"). FAS 159 permits entities to choose to measure many financial instruments
and certain other items at fair value. FAS 159 is effective for fiscal years
beginning after November 15, 2007. The Company is currently evaluating the
impact of adopting FAS 159 on its financial statements.
The
FASB
is currently working on amendments to the existing accounting standards
governing asset transfers and fair value measurements in business combinations
and impairment tests, among other issues. Upon completion of these standards,
the Company will need to reevaluate its accounting and disclosures. Due to
the
ongoing deliberations of the standard setters, the Company is unable to
accurately determine the effect of future amendments or proposals at this
time.
On
November 30, 2005, the Company’s shareholders approved the Company’s 2005 Stock
Option Plan (“2005 Plan). The 2005 Plan replaces the Company’s 1996 Stock Option
Plan (“1996 Plan”), which expired in June 2006. The 2005 Plan authorizes the
granting of awards, the exercise of which would allow up to an aggregate of
1,500,000 shares of the Company’s common stock to be acquired by the holders of
said awards. The 1996 Plan, which is now expired, authorized the granting of
awards, the exercise of which would allow up to an aggregate of 1,000,000 shares
of the Company’s common stock to be acquired by the holders of said awards. For
both the 2005 Plan and the 1996 Plan the awards can take the form of incentive
stock options (“ISOs”) or nonqualified stock options (“NSOs”) and may be granted
to key employees, officers, directors and consultants. Any plan participant
who
is granted an Incentive Stock Option and possesses more than 10% of the voting
rights of the Company’s outstanding common stock must be granted an option price
at least 110% of the fair market value on the date of grant and the option
must
be exercised within five years from the date of grant. Under the 2005 Plan,
no
stock options have been granted. Under the 1996 Plan, stock options have been
granted to employees and directors for terms of up to 10 years at exercise
prices ranging from $.50 to $1.125 and are exercisable in whole or in part
at
stated times from the date of grant up to ten years from the date of grant.
At
June 30, 2007, 330,000 stock options granted to employees and directors were
exercisable under the 1996 Plan.
The
following table reflects activity under the plan for the three-year period
ended
June 30, 2007:
|
|
Year Ended June 30, 2007
|
|
Year Ended June 30, 2006
|
|
Year Ended June 30, 2005
|
|
|
|
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Outstanding
at beginning of year
|
|
|
520,000
|
|
$
|
0.59
|
|
|
686,957
|
|
$
|
1.16
|
|
|
596,957
|
|
$
|
1.22
|
|
Granted
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
110,000
|
|
$
|
0.75
|
|
Exercised
|
|
|
190,000
|
|
$
|
0.62
|
|
|
81,957
|
|
$
|
0.05-0.50
|
|
|
-
|
|
|
-
|
|
Forfeited
|
|
|
-
|
|
|
-
|
|
|
10,000
|
|
|
0.50
|
|
|
20,000
|
|
$
|
0.50
|
|
Cancelled
|
|
|
-
|
|
|
-
|
|
|
75,000
|
|
|
6.00
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding
at end of year
|
|
|
330,000
|
|
$
|
0.58
|
|
|
520,000
|
|
$
|
0.59
|
|
|
686,957
|
|
$
|
1.16
|
|
Exercisable
at end of year
|
|
|
330,000
|
|
$
|
0.58
|
|
|
520,000
|
|
$
|
0.59
|
|
|
657,957
|
|
$
|
1.19
|
|
There
were 190,000 stock options exercised for $117,250 during the year ended June
30,
2007.
No
stock
options were granted during 2007 and 2006. The per share weighted average fair
value of stock options granted during 2005 was $0.75.
TARGET
LOGISTICS, INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
YEAR
ENDED JUNE 30, 2007
The
fair
value of each stock option grant is estimated as of the date of grant using
the
Black-Scholes option pricing model with the following weighted average
assumptions:
|
|
2005
|
|
Risk-Free
Interest Rates
|
|
|
4.67
|
%
|
Expected
Lives
|
|
|
5
|
|
Expected
Volatility
|
|
|
270
|
%
|
Expected
Dividend Yields
|
|
|
0.00
|
%
|
No
stock
options were granted during 2007 and 2006 so the Black-Scholes information
has
not been presented.
The
following table summarizes information about stock options outstanding at June
30, 2007:
|
|
Options
Outstanding
|
|
|
|
Options
Exercisable
|
|
Exercise
Prices
|
|
Number
Outstanding
at
6/30/07
|
|
Weighted Average
Remaining
Contractual Life
|
|
Weighted
Average
Exercise Price
|
|
Number
Exercisable
at 6/30/07
|
|
Weighted
Average
Exercise Price
|
|
$0.50
- $0.50
|
|
|
250,000
|
|
|
3.00
|
|
$
|
0.50
|
|
|
250,000
|
|
$
|
0.50
|
|
$0.75
- $1.125
|
|
|
80,000
|
|
|
3.60
|
|
$
|
0.81
|
|
|
80,000
|
|
$
|
0.81
|
|
$0.50
- $1.125
|
|
|
330,000
|
|
|
3.30
|
|
$
|
0.58
|
|
|
330,000
|
|
$
|
0.58
|
|
4.
|
PROPERTY
AND EQUIPMENT, NET
|
|
|
June
30, 2007
|
|
June
30, 2006
|
|
Property
and Equipment consists of the following:
|
|
|
|
|
|
|
|
Furniture
and fixtures
|
|
|
774,582
|
|
$
|
542,011
|
|
Furniture
and fixtures - Capital Lease
|
|
|
671,014
|
|
|
671,014
|
|
Computer
Equipment
|
|
|
594,967
|
|
|
460,090
|
|
Computer
Equipment - Capital Lease
|
|
|
623,134
|
|
|
623,134
|
|
Computer
Software
|
|
|
583,271
|
|
|
492,232
|
|
Leasehold
Improvements
|
|
|
1,620,829
|
|
|
1,598,852
|
|
Vehicles
|
|
|
33,945
|
|
|
2,500
|
|
|
|
|
4,901,742
|
|
|
4,389,833
|
|
Less:
Accumulated depreciation and amortization (a)
|
|
|
(2,534,237
|
)
|
|
(2,089,527
|
)
|
|
|
|
2,367,505
|
|
$
|
2,300,306
|
|
|
(a)
|
Includes
accumulated depreciation and amortization of capital lease assets
of
$896,083 and $795,844 for the year ended June 30, 2007 and 2006,
respectively.
|
On
October 2, 2006, our Target subsidiary acquired certain assets of Capitaland
Express, Inc. (“Capitaland”), an Albany, New York based freight forwarder for a
combination of cash and an earn out structure over five years. The earnout
structure is strictly dependent on future profits achieved at the location
acquired, and the Company has no minimum commitment or obligation. The Company
does not expect that the earn out payments will have a material impact on its
overall financial results.
On
July
14, 2006, our Target subsidiary acquired certain assets of Discovery Cargo,
Inc.
(“DCI”), a Queens, New York based freight forwarder for a cash payment. In
conjunction with the acquisition, our Target subsidiary entered into a
consulting agreement with the principals of DCI and advanced them $450,000
as a
loan repayable over three years beginning October 15, 2006 at an interest rate
equal to the prime plus one percent (1.0%). On March 16, 2007, the Company
called the loan as the loan was in default due to non-payment. Refer to the
litigation section of Note 10, below. As of June 30, 2007, there was $406,788
due under this loan and this amount is reflected in accounts receivable as
the
Company believes that the entire balance is collectible.
TARGET
LOGISTICS, INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
YEAR
ENDED JUNE 30, 2007
On
March
15, 2005 the Company acquired the stock of Air Cargo International and Domestic,
Inc. (“ACI”) for a combination of (i) $1,000,000 cash payment on date of
closing, (ii) cash payment based on the ACI shareholder’s equity after winding
down the ACI balance sheet, and (iii) an earn-out structure based on certain
future gross profit achievements over the next five years (the “ACI
Acquisition”). In accordance with the terms of the ACI Acquisition, certain post
closing adjustments were made in September 2006 and included below is the
revised purchase price allocation. The adjusted balance of intangible assets
will be amortized prospectively over its remaining useful life of approximately
5 years, 6 months. Any payments from the earn-out structure will be considered
an increase to the purchase price in the period such amount is determinable.
The
Company has no minimum commitment or obligation under the earn-out or the wind
down of the balance sheet. The Company does not expect that the earn-out
payments will have a material impact on its liquidity.
The
revised purchase price allocation is as follows:
Purchase
Price
:
|
|
|
|
|
|
|
|
|
|
Cash
paid on closing date
|
|
$
|
1,000,000
|
|
Estimated
additional cash payment to be paid based upon final ACI shareholder
equity
after wind down of balance sheet
|
|
|
757,840
|
|
Purchase
price adjustment
|
|
|
(400,000
|
)
|
Expenses
related to acquisition: legal and accounting
|
|
|
40,059
|
|
Total
adjusted purchase price
|
|
$
|
1,397,899
|
|
|
|
|
|
|
Assets
Purchased
:
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
686,795
|
|
Accounts
receivable
|
|
|
1,644,756
|
|
Prepaid
expenses and other current assets
|
|
|
221,464
|
|
Property
and equipment, net
|
|
|
26,065
|
|
Intangible
assets:
|
|
|
|
|
Customer
relationships/non-compete agreements
|
|
|
925,906
|
|
Total
assets purchased
|
|
$
|
3,504,986
|
|
|
|
|
|
|
Less
Liabilities Assumed
:
|
|
|
|
|
|
|
|
|
|
Accounts
payable
|
|
|
(913,604
|
)
|
Accrued
expenses
|
|
|
(953,483
|
)
|
Deferred
tax liabilities
|
|
|
(240,000
|
)
|
Total
liabilities assumed
|
|
$
|
(2,107,087
|
)
|
As
a
result of these adjustments, the ACI shareholders repaid $55,924 to the Company
on November 28, 2006.
|
|
June
30, 2007
|
|
June
30, 2006
|
|
Asset
purchase acquisitions (a)
|
|
$
|
936,676
|
|
$
|
127,461
|
|
Stock
purchase acquisition (b)
|
|
|
678,571
|
|
|
821,427
|
|
Note
receivable (c)
|
|
|
170,501
|
|
|
185,502
|
|
Security
deposits (d)
|
|
|
256,104
|
|
|
145,472
|
|
Total
|
|
$
|
2,041,852
|
|
$
|
1,279,862
|
|
(a)
|
Represents
the remaining amortization associated with asset purchase
acquisitions.
|
TARGET
LOGISTICS, INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
YEAR
ENDED JUNE 30, 2007
(b)
|
Represents
the remaining amortization of intangible assets (customer relationships
and non-compete agreements) associated with the ACI stock purchase
acquisition (refer to Note 5).
|
(c)
|
Represents
a note receivable due from an independent sales organization representing
the Company’s Target subsidiary. The note receivable is subject to
interest at the prime rate with principal repayments made once the
monthly
commission payments earned exceed an established threshold defined
in the
agreement between Target and the independent sales organization,
upon
termination of the agreement, or upon the sale of the rights under
the
agreement to Target.
|
(d)
|
Represents
outstanding security deposits under lease
obligations.
|
As
of
June 30, 2007 and 2006, short-term debt consisted of the following:
|
|
June
30, 2007
|
|
June
30, 2006
|
|
Asset-based
financing, Line of Credit
|
|
$
|
4,139,665
|
|
$
|
2,493,787
|
|
On
March
19, 2007, the Company’s Target subsidiary entered into a $20 million revolving
line of credit agreement with Wells Fargo Bank, National Association (“Wells
Fargo”). The new credit facility (the “Wells Fargo Facility”) replaces Target’s
previous $15 million line of credit with GMAC Commercial Finance LLC. Under
the
Wells Fargo Facility, Target may borrow up to $20 million limited to 80% of
its
aggregate outstanding eligible accounts receivable. If borrowings do not exceed
$5 million, then the facility is not restricted by eligible accounts receivable.
Target may select a prime rate or LIBOR based interest rate. Interest on the
Wells Fargo Facility will be adjusted quarterly based on the ratio of Target’s
total liabilities to tangible net worth, and will range from 0.5% below Wells
Fargo’s prime rate to Wells Fargo’s prime rate, or from LIBOR plus 1.25% to
LIBOR plus 1.75%. Target’s obligations under the Wells Fargo Facility are
secured by all of the assets of Target, and are guaranteed by the Company.
The
Wells Fargo Facility will expire on March 1, 2010. As of June 30, 2007, there
were outstanding borrowings of $4,139,665 under the Wells Fargo Facility (which
represented 28.0% of the amount available thereunder) out of a total amount
available for borrowing under the Wells Fargo Facility of approximately
$14,764,840, net of a standby letter of credit issued by Wells Fargo in the
amount of $136,668.
Prior
to
March 19, 2007 and during the years ended June 30, 2007 and 2006, the Company’s
Target subsidiary (“Borrower”) maintained an Accounts Receivable Management and
Security Agreement with GMAC Commercial Credit LLC (“GMAC”) whereby the Borrower
could receive advances of up to 85% of the net amounts of eligible accounts
receivable outstanding to a maximum of $15 million since April 1, 2005, $13
million since May 3, 2004 and $10 million prior to that date. Since May 3,
2004,
the credit line (“GMAC Facility”) was subject to interest at a rate of either
(i) prime plus three-quarters of one percent (0.75%), or (ii) upon the
achievement of certain financial milestones (measured quarterly), prime plus
one-half of one percent (0.50%), and prior to May 3, 2004 at a rate of prime
plus one percent (1.0%). The prevailing prime rate as defined by GMAC was 8.25%
as of June 30, 2006. Under the GMAC Facility and prior to May 3, 2004, the
interest rate could not be less than 5.0% per annum (and not less than 6.0%
prior to September 20, 2002). The GMAC Facility was replaced with the Wells
Fargo facility on March 19, 2007.
Preferred
Stock
As
of
June 30, 2007, the authorized preferred stock of the Company is 2,500,000
shares. As of June 30, 2007, 122,946 shares of preferred stock are outstanding
as follows:
TARGET
LOGISTICS, INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
YEAR
ENDED JUNE 30, 2007
|
|
Class C (b)
|
|
Class F (c)
|
|
Total
|
|
Balance
at June 30, 2004
|
|
|
197,750
|
|
|
122,946
|
|
|
320,696
|
|
Issuances
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Conversions
|
|
|
(750
|
)
|
|
-
|
|
|
(750
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at June 30, 2005
|
|
|
197,000
|
|
|
122,946
|
|
|
319,946
|
|
Issuances
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Conversions
|
|
|
(197,000
|
)
|
|
-
|
|
|
(197,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at June 30, 2006
|
|
|
-
|
|
|
122,946
|
|
|
122,946
|
|
Issuances
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Conversions
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at June 30, 2007
|
|
|
-
|
|
|
122,946
|
|
|
122,946
|
|
(a)
Class
C Preferred Stock.
On June
13, 1997, the Company issued 257,500 shares of Class C, non-voting, cumulative,
convertible preferred stock with a par value of $10.00 upon completion of a
$2,575,000 private placement of equity securities to individual investors (the
“Private Placement”).
The
Class
C Preferred Stock will pay cumulative cash dividends at an annual rate of $1.00
per share payable the last day of each calendar quarter in cash or, at the
option of the Company, in shares of common stock provided a registration
statement with respect to the underlying shares of common stock is in effect.
The Company is prohibited from paying any dividends on common stock or Class
A
Preferred Stock unless all required Class C Preferred Stock dividends have
been
paid. Each share of Class C Preferred Stock may be converted at any time, at
the
option of the holder, into 10 shares of common stock.
Subject
to the conversion rights, the Company may redeem the Class C Preferred Stock
at
any time, upon 30 days written notice, for $10.00 per share plus all accrued
and
unpaid dividends through the date of redemption if (i) a registration statement
registering the resale of the shares of common stock issuable upon conversion
of
all the then outstanding shares of Class C Preferred Stock is current and
effective and (ii) the last sale price of the common stock has been at least
$2.50 on all 20 of the trading days ending on the third date prior to the date
on which notice of redemption is given.
There
were 197,000 shares of Class C Preferred Stock, converted into the Company’s
Common Stock during fiscal year ending June 30, 2006.
(c)
Class F Preferred Stock.
On April
23, 2004, the Company issued 122,946 shares of Class F, voting, cumulative,
convertible preferred stock with a par value of $10.00 in exchange for 122,946
Class A preferred shares. Each share of Class F Preferred Stock is entitled
to
25 votes. The Class F Preferred Stock will pay cumulative cash dividends at
an
annual rate of $1.00 per share in cash or, at the option of the Company, in
shares of Class F Preferred Stock, at the rate of $10.00 per share. The Company
is prohibited from paying any cash dividends on common stock unless all required
Class F Preferred Stock dividends have been paid. Each share of Class F
Preferred Stock may be converted at any time, at the option of the holder,
into
25 shares of common stock. Class F Preferred Stock holders are entitled to
a
liquidation preference of $10.00 per share plus all accrued and unpaid
dividends.
9.
|
COMMITMENTS
AND CONTINGENCIES
|
Leases
As
of
June 30, 2007, future minimum lease payments for capital leases and operating
leases relating to equipment and rental premises are as follows:
TARGET
LOGISTICS, INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
YEAR
ENDED JUNE 30, 2007
YEAR
ENDING
|
|
CAPITAL LEASES
|
|
OPERATING LEASES
|
|
|
|
|
|
|
|
2008
|
|
|
128,291
|
|
|
2,548,987
|
|
2009
|
|
|
125,753
|
|
|
2,587,083
|
|
2010
|
|
|
45,382
|
|
|
2,451,557
|
|
2011
|
|
|
-
|
|
|
2,150,090
|
|
2012
and thereafter
|
|
|
-
|
|
|
2,480,604
|
|
|
|
|
|
|
|
|
|
Total
minimum lease payments
|
|
$
|
299,426
|
|
$
|
12,218,321
|
|
Less
- Amount representing interest
|
|
|
(22,620
|
)
|
|
|
|
|
|
$
|
276,806
|
|
|
|
|
Employment
Agreements
The
Company has employment agreements with certain employees expiring at various
times through June 30, 2010. Such agreements provide for minimum salary levels
and for incentive bonuses which are payable if specified management goals are
attained. The aggregate commitment for future salaries at June 30, 2007,
excluding bonuses, was approximately $2,015,000.
On
September 17, 2007, Mr. Hettleman and Mr. Dubato
each entered into a change in control agreement with the Company. Under the
terms of the respective agreements, if,
within
the period beginning on the occurrence of a change in control and ending six
months following such change in control, either individual’s employment with the
Company terminates for any reason whatsoever, including, without limitation,
resignation, then
he
will
receive a one time lump sum payment, payable within 60 days following
termination, and will be entitled to Company paid medical and dental insurance
for three years following his termination of employment. The lump sum payment
for Mr. Hettleman is $400,000, and the lump sum payment for Mr. Dubato is
$300,000.
Litigation
The
Company is currently involved in the following litigation, all previously
reported, in connection with our Target subsidiary’s DCI
acquisition:
On
June
5, 2006, Seko Worldwide, LLC (“Seko”) filed a civil action in the United States
District Court for the Northern District of Illinois (Case No. 06C3072) against
DCI, DCI’s principals, and Target (incorrectly labeled as Target’s subsidiary),
seeking a temporary restraining order and permanent injunction enjoining DCI
and
its principals from doing business with Target in competition with Seko for
a
specified period of time. Seko based its suit upon the non-competition
clause of an Independent Contractor Agreement entered into between DCI, its
principals and Seko, whereby DCI agreed to act as an independent contractor
at
Seko’s John F. Kennedy International Airport station. On June 13, 2006,
the court denied Seko’s motion for a temporary restraining order and on June 30,
2007, after an evidentiary hearing, the court denied Seko’s request for
injunctive relief. Seko voluntarily dismissed Target from this action on
July 27, 2006. Target moved for sanctions against Seko for its failure to
allege federal subject matter jurisdiction in its complaint. After the
court denied Target’s motion, Target appealed to the United States Court of
Appeals for the Seventh Circuit on January 22, 2007. Seko and Target
participated in a mediation required by the Seventh Circuit, resulting in a
settlement by which Seko paid Target $6,750.00 to dismiss the appeal.
On
July
31, 2006, Seko filed a civil suit against Target (incorrectly labeled as
Target’s subsidiary) in the Circuit Court of Cook County, Illinois (Case No.
06L8015) in three counts, alleging that Target tortiously interfered with DCI’s
contractual relationship with Seko, that Target tortiously interfered with
Seko’s economic relationships with its customers, and that Target violated
certain provisions of New York law with respect to deceptive trade
practices. In its complaint, Seko is seeking unspecified damages and to
enjoin Target from engaging in business at the Kennedy International Airport
station. On August 21, 2007, Target moved to dismiss Seko’s complaint for
failure to
state
a
cause of action in any of the three counts. The motion is being
briefed. While it is pending, the parties have agreed to defer discovery.
We and our counsel believe that Seko’s suit is without merit and we are
vigorously defending the suit. In the event of an unfavorable outcome, the
amount of any potential loss to us is not yet determinable.
On
November 13, 2006, Fast Fleet Systems, Inc. filed a civil suit against Seko,
DCI, the principals of DCI, Craig Catalano and Bernard Quandt, the Company
and
our Target subsidiary in the United States District Court for the District
of
New Jersey (Case No. 06-1819 (AET)) alleging (i) that Seko and DCI owes the
plaintiff in excess of $138,000 for trucking services previously provided to
DCI, (ii) fraudulent and slanderous conduct by DCI and Messrs. Catalano and
Quandt, and (ii) that the Company and Target has successor liability for all
of
the obligations of DCI, Catalano and Quandt. Target has filed an answer
denying liability. The matter currently is in the discovery phase, with
discovery scheduled to conclude by September 15, 2007. We believe that the
claims against us are without merit and we are vigorously defending the suit.
In the event of an unfavorable outcome, the amount of any potential loss
to us is not yet determinable.
TARGET
LOGISTICS, INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
YEAR
ENDED JUNE 30, 2007
In
connection with the DCI acquisition, our Target subsidiary entered into an
Independent Contractor Agreement with Cowboy Consulting, LLC, a company owned
by
DCI’s principals, Craig Catalano and Bernard Quandt, and advanced $450,000 as a
loan to Messrs. Catalano and Quandt pursuant to the terms of a promissory note.
On March 16, 2007, Target called the loan due to default. On March 19, 2007,
Messrs. Catalano and Quandt, and their company, Cowboy Consulting, filed a
civil
suit against Target in New York State Supreme Court for Nassau County (Case
No.
04790/2007) alleging that: (i) Cowboy Consulting is entitled to an additional
$387,000 under the terms of the Independent Contractor Agreement; and (ii)
Target violated the terms of the Independent Contractor Agreement, which
resulted in damages to the plaintiffs in an undetermined amount. On April 11,
2007, Target served its answer denying the allegations and all liability, and
counterclaiming that as a result of fraud and breaches by Messrs. Catalano
and
Quandt of their representations and warranties made in the DCI Asset Purchase
Agreement, Target has been damaged in an amount to be proven at trial but no
less than $50,000.
On
or
about May 8, 2007, plaintiffs Cowboy Consulting, Catalano and Quandt served
an
amended complaint, which is substantially identical to the original complaint,
and asserts a third cause of action against Target for unjust enrichment in
the
sum of $4.5 million. Target moved to dismiss the amended complaint on May 25,
2007, and on September 11, 2007, the court granted Target's motion.
We
and
our counsel believe that the claims against us are completely without merit.
In
the event of an unfavorable outcome, the amount of any potential loss to us
is
not yet determinable.
On
April
10, 2007, Target sued Messrs. Catalano and Quandt to enforce collection of
all
amounts due under the promissory note, by filing a motion for summary judgment
on the promissory note in New York State Supreme Court for Nassau County (Case
No. 05926/2007). We believe that Messrs. Catalano and Quandt do not have
any defenses to enforcement of the promissory note. Messrs. Catalano and Quandt
have filed a motion to consolidate Target’s action with the action filed by them
and Cowboy Consulting, and the Company has vigorously objected to the
motion.
From
time
to time, our Target subsidiary is involved in legal matters or named as a
defendant in legal actions arising from normal operations, or is presented
with
claims for damages arising out of its actions. Management believes that these
matters will not have a material adverse effect on our financial
statements.
The
Company’s revenue includes both domestic and international freight movements.
Domestic freight movements originate and terminate within the United States,
and
never leave the United States. International freight movements are either
exports from the United States or imports to the United States. With regard
to
international freight movements, the accounts receivable can be due from either
a domestic debtor or from one of the Company’s Target subsidiary’s international
agents (an international debtor).
TARGET
LOGISTICS, INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
YEAR
ENDED JUNE 30, 2007
A
reconciliation of the Company’s domestic and international segment revenues,
gross profit, and accounts receivable for the years ended June 30, 2007, 2006
and 2005 is as follows:
|
|
June 30, 2007
|
|
June 30, 2006
|
|
June 30, 2005
|
|
|
|
|
|
|
|
|
|
Domestic
revenue
|
|
$
|
122,120,923
|
|
$
|
108,037,189
|
|
$
|
92,204,367
|
|
International
revenue
|
|
|
57,903,969
|
|
|
52,331,381
|
|
|
46,188,008
|
|
Total
revenue
|
|
$
|
180,024,892
|
|
$
|
160,368,570
|
|
$
|
138,392,375
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic
gross profit
|
|
$
|
42,889,245
|
|
$
|
40,373,628
|
|
$
|
35,678,665
|
|
International
gross profit
|
|
|
10,634,697
|
|
|
9,896,899
|
|
|
8,800,446
|
|
Total
gross profit
|
|
$
|
53,523,942
|
|
$
|
50,270,527
|
|
$
|
44,479,111
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic
accounts receivable
|
|
$
|
25,967,543
|
|
$
|
21,119,742
|
|
$
|
20,594,076
|
|
International
accounts receivable
|
|
|
1,312,433
|
|
|
978,847
|
|
|
1,241,403
|
|
Less:
allowance for doubtful accounts
|
|
|
(914,579
|
)
|
|
(503,288
|
)
|
|
(900,571
|
)
|
Accounts
receivable, net of
allowance
for doubtful accounts
|
|
$
|
26,365,397
|
|
$
|
21,595,301
|
|
$
|
20,934,908
|
|
The
Company has tax net operating loss carryforwards of approximately $6.4 million
that expire from 2010 through 2022. Use of some of the losses is restricted
due
to a prior ownership change under certain provisions of the Internal Revenue
Code. Certain net operating loss carryforwards for the State of California
were
suspended for the years ending June 30, 2005 and 2006.
The
components of current and deferred income tax expense (benefit) are as
follows:
|
|
Year
Ended
June 30, 2007
|
|
Year
Ended
June 30, 2006
|
|
Year
Ended
June 30, 2005
|
|
(In
thousands)
|
|
|
|
|
|
|
|
Current:
|
|
|
|
|
|
|
|
|
|
|
State
|
|
|
286
|
|
$
|
407
|
|
$
|
160
|
|
Federal
|
|
|
1,239
|
|
|
1,454
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred:
|
|
|
|
|
|
|
|
|
|
|
State
|
|
|
(139
|
)
|
|
-
|
|
|
-
|
|
Federal
|
|
|
(199
|
)
|
|
82
|
|
|
1,047
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income tax expense
|
|
|
1,187
|
|
$
|
1,943
|
|
$
|
1,207
|
|
TARGET
LOGISTICS, INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
YEAR
ENDED JUNE 30, 2007
A
reconciliation of income taxes between the statutory and effective tax rates
on
income before income taxes is as follows:
|
|
Year
Ended
June
30, 2007
|
|
Year
Ended
June
30, 2006
|
|
Year
Ended
June
30, 2005
|
|
(In
thousands)
|
|
|
|
|
|
|
|
Income
tax (benefit) expense at U.S. statutory rate
|
|
|
957
|
|
$
|
1,581
|
|
$
|
941
|
|
|
|
|
|
|
|
|
|
|
|
|
Valuation
Allowance
|
|
|
-
|
|
|
-
|
|
|
45
|
|
|
|
|
|
|
|
|
|
|
|
|
State
tax (net of federal benefit)
|
|
|
42
|
|
|
259
|
|
|
160
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-deductible
expenses
|
|
|
188
|
|
|
103
|
|
|
61
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,187
|
|
$
|
1,943
|
|
$
|
1,207
|
|
The
components of deferred income taxes are as follows:
|
|
Year
Ended
June
30, 2007
|
|
Year
Ended
June
30, 2006
|
|
(In
thousands)
|
|
|
|
|
|
NOLs
|
|
$
|
2,344
|
|
$
|
2,344
|
|
Accrued
amounts and other
|
|
|
703
|
|
|
720
|
|
Acquired
customer relationships/non-compete agreements
|
|
|
(97
|
)
|
|
(329
|
)
|
|
|
|
2,735
|
|
|
2,735
|
|
|
|
|
|
|
|
|
|
Depreciation
and amortization
|
|
|
92
|
|
|
163
|
|
|
|
|
3,236
|
|
|
2,898
|
|
|
|
|
|
|
|
|
|
Valuation
allowance
|
|
|
(2,344
|
)
|
|
(2,344
|
)
|
|
|
$
|
892
|
|
$
|
554
|
|
TARGET
LOGISTICS, INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
YEAR
ENDED JUNE 30, 2007
12.
|
QUARTERLY
FINANCIAL DATA SCHEDULE (unaudited)
|
|
|
|
|
|
|
Year Ended
June 30, 2007
|
|
|
|
|
|
|
|
09/30/06
|
|
12/31/06
|
|
03/31/07
|
|
06/30/07
|
|
Fiscal
Year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
revenue
|
|
$
|
43,448,062
|
|
$
|
47,550,567
|
|
$
|
43,727,756
|
|
$
|
45,298,507
|
|
$
|
180,024,892
|
|
Cost
of transportation
|
|
|
30,568,618
|
|
|
33,644,422
|
|
|
30,552,567
|
|
|
31,735,343
|
|
|
126,500,950
|
|
Gross
profit
|
|
|
12,879,444
|
|
|
13,906,145
|
|
|
13,175,189
|
|
|
13,563,164
|
|
|
53,523,942
|
|
Selling,
general & administrative
expense
|
|
|
12,309,492
|
|
|
12,790,870
|
|
|
12,561,206
|
|
|
12,917,947
|
|
|
50,579,515
|
|
Interest
(expense)
|
|
|
(33,249
|
)
|
|
(50,865
|
)
|
|
(34,177
|
)
|
|
(10,787
|
)
|
|
(129,078
|
)
|
Provision
for income taxes
|
|
|
259,751
|
|
|
474,906
|
|
|
239,656
|
|
|
212,409
|
|
|
1,186,722
|
|
Net
income (loss)
|
|
$
|
276,952
|
|
$
|
589,504
|
|
$
|
340,150
|
|
$
|
422,021
|
|
$
|
1,628,627
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
(loss) per share
attributable
to common shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
.0.02
|
|
$
|
0.03
|
|
$
|
0.02
|
|
$
|
0.02
|
|
$
|
0.08
|
|
Diluted
|
|
$
|
.0.01
|
|
$
|
0.03
|
|
$
|
0.02
|
|
$
|
0.02
|
|
$
|
0.08
|
|
Weighted
average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
17,977,278
|
|
|
18,076,735
|
|
|
18,076,735
|
|
|
18,076,735
|
|
|
18,051,667
|
|
Diluted
|
|
|
21,480,385
|
|
|
21,480,385
|
|
|
21,480,385
|
|
|
21,480,385
|
|
|
21,480,385
|
|
|
|
|
|
|
|
Year
Ended
June 30, 2006
|
|
|
|
|
|
|
|
09/30/05
|
|
12/31/05
|
|
03/31/06
|
|
06/30/06
|
|
Fiscal
Year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
revenue
|
|
$
|
36,145,785
|
|
$
|
46,704,140
|
|
$
|
37,114,144
|
|
$
|
40,404,501
|
|
$
|
160,368,570
|
|
Cost
of transportation
|
|
|
24,305,199
|
|
|
32,497,640
|
|
|
25,393,650
|
|
|
27,901,554
|
|
|
110,098,043
|
|
Gross
profit
|
|
|
11,840,586
|
|
|
14,206,500
|
|
|
11,720,494
|
|
|
12,502,947
|
|
|
50,270,527
|
|
Selling,
general & administrative
expense
|
|
|
10,960,067
|
|
|
12,439,383
|
|
|
10,613,312
|
|
|
11,482,454
|
|
|
45,495,216
|
|
Interest
(expense)
|
|
|
(34,083
|
)
|
|
(43,825
|
)
|
|
(40,611
|
)
|
|
(7,997
|
)
|
|
(126,516
|
)
|
Provision
for income taxes
|
|
|
369,358
|
|
|
746,978
|
|
|
456,929
|
|
|
369,932
|
|
|
1,943,197
|
|
Net
income (loss)
|
|
$
|
477,078
|
|
$
|
976,314
|
|
|
609,642
|
|
$
|
642,564
|
|
$
|
2,705,598
|
|
Income
(loss) per share
attributable
to common shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.03
|
|
$
|
0.05
|
|
$
|
0.04
|
|
$
|
0.03
|
|
$
|
0.15
|
|
Diluted
|
|
$
|
0.02
|
|
$
|
0.05
|
|
$
|
0.03
|
|
$
|
0.03
|
|
$
|
0.13
|
|
Weighted
average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
15,858,427
|
|
|
16,070,811
|
|
|
16,692,679
|
|
|
17,886,735
|
|
|
16,223,353
|
|
Diluted
|
|
|
21,470,288
|
|
|
21,490,385
|
|
|
21,490,385
|
|
|
21,490,385
|
|
|
21,490,369
|
|
SCHEDULE
II
SCHEDULE
OF VALUATION AND QUALIFYING ACCOUNTS
(in
thousands)
|
|
Balance
at
Beginning
of
Year
|
|
Charged
to
Costs and
Expenses
|
|
Charged
to
Other
Accounts
|
|
Deductions
|
|
Balance
at
End
of Year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
the fiscal year ended June 30, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance
for doubtful accounts
|
|
$
|
990
|
|
$
|
410
|
|
$
|
-
|
|
$
|
(499
|
)
|
$
|
901
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
the fiscal year ended June 30, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance
for doubtful accounts
|
|
$
|
901
|
|
$
|
220
|
|
$
|
-
|
|
$
|
(618
|
)
|
$
|
503
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
the fiscal year ended June 30, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance
for doubtful accounts
|
|
$
|
503
|
|
$
|
666
|
|
$
|
-
|
|
$
|
(254
|
)
|
$
|
915
|
|
Target Logistics (AMEX:TLG)
過去 株価チャート
から 11 2024 まで 12 2024
Target Logistics (AMEX:TLG)
過去 株価チャート
から 12 2023 まで 12 2024