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JANEL CORP - Quarter Report: 2007 June (Form 10-Q)

Unassociated Document
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

x
QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: June 30, 2007  
 
o
TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
Commission File No. 333-60608

JANEL WORLD TRADE, LTD.
(Exact name of registrant as specified in its charter)
 
  NEVADA 
86-1005291  
(State of incorporation)
  (I.R.S. Employer Identification Number)
 
 150-14 132nd Avenue, Jamaica, NY
 11434  
 (Address of principal executive offices)
(Zip Code)
     
  (718) 527-3800
(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 Exchange Act 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 o

 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “large accelerated filer” and “accelerated filer” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer o Accelerated filer o Non-Accelerated filer x
 
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).   Yes o No x
 
 State the number of shares outstanding of each of the issuer's class of common equity, as of the latest practicable date: 16,926,000.
 

 
PART I - FINANCIAL INFORMATION
 
Item 1.  Financial Statements.
 
(a) Janel’s unaudited, interim financial statements for its third fiscal quarter (the three and nine months ended June 30, 2007) have been set forth below. Management’s Discussion and Analysis of the Company’s Financial Condition and the Results of Operations for the third fiscal quarter will be found at Item 2, following the financial statements.

JANEL WORLD TRADE LTD. AND SUBSIDIARIES
 
CONSOLIDATED BALANCE SHEETS

   
 JUNE 30, 2007
 
 SEPTEMBER 30, 2006
 
   
 (Unaudited)
 
 (Audited)
 
ASSETS
           
CURRENT ASSETS:
           
Cash and cash equivalents
 
$
1,890,767
 
$
1,341,952
 
Accounts receivable, net of allowance for doubtful
             
accounts of $47,587 at June 30, 2007 and
             
$28,350 at September 30, 2006
   
5,629,142
   
4,809,324
 
Marketable securities
   
68,863
   
59,222
 
Loans receivable - officers
   
148,444
   
144,530
 
- other
   
25,207
   
33,868
 
Prepaid expenses and sundry current assets
   
131,431
   
126,678
 
TOTAL CURRENT ASSETS
   
7,893,854
   
6,515,574
 
               
PROPERTY AND EQUIPMENT, NET
   
189,239
   
178,099
 
               
SECURITY DEPOSITS
   
49,418
   
49,418
 
               
TOTAL ASSETS
 
$
8,132,511
 
$
6,743,091
 
               
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
             
Accounts payable
 
$
3,513,860
 
$
2,714,086
 
Accrued expenses and taxes payable
   
144,475
   
185,563
 
Current portion of long-term debt
   
3,795
   
7,244
 
TOTAL CURRENT LIABILITIES
   
3,662,130
   
2,906,893
 
               
OTHER LIABILITIES:
             
Long-term debt
   
3,497
   
6,337
 
Deferred compensation
   
78,568
   
78,568
 
 TOTAL OTHER LIABILITIES
   
82,065
   
84,905
 
               
STOCKHOLDERS’ EQUITY:
   
4,388,316
   
3,751,293
 
               
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
 
$
8,132,511
 
$
6,743,091
 
 
See notes to financial statements

F-1

 
JANEL WORLD TRADE LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME
(Unaudited) 

   
NINE MONTHS ENDED JUNE 30,
 
THREE MONTHS ENDED JUNE 30,
 
 
 
2007
 
2006
 
2007
 
2006
 
                   
 REVENUES
 
$
53,882,658
 
$
57,107,454
 
$
18,851,199
 
$
19,534,537
 
                           
                           
COSTS AND EXPENSES:
                         
Forwarding expenses
   
47,864,647
   
51,140,538
   
16,720,066
   
17,380,945
 
Selling, general and administrative
   
5,658,942
   
5,477,730
   
1,903,699
   
1,852,574
 
Stock based compensation
   
-
   
339,270
   
-
   
113,090
 
                           
TOTAL COSTS AND EXPENSES
   
53,523,589
   
56,957,538
   
18,623,765
   
19,346,609
 
                           
                           
                           
     
359,069
   
149,916
   
227,434
   
187,928
 
                           
OTHER ITEMS:
                         
Interest and dividend income
   
43,637
   
15,699
   
19,056
   
9,508
 
                           
                           
INCOME (LOSS) BEFORE
                         
INCOME TAXES (CREDITS)
   
402,706
   
165,615
   
246,490
   
197,436
 
                           
Income taxes (credits)
   
173,000
   
137,004
   
106,000
   
97,290
 
                           
NET INCOME (LOSS)
   
229,706
   
28,611
   
140,490
   
100,146
 
                           
Preferred stock dividends
   
7,083
   
-
   
3,750
   
-
 
                           
NET INCOME AVAILABLE TO
                         
COMMON STOCKHOLDERS
 
$
222,623
 
$
28,611
 
$
136,740
 
$
100,146
 
                           
OTHER COMPREHENSIVE INCOME
                         
 
NET OF TAX:
                         
Unrealized gain from available for sale securities
 
$
6,897
 
$
441
 
$
5,273
 
$
(3,120
)
Basic earnings (loss) per share
 
$
.013
 
$
.00169
 
$
.008
 
$
.00588
 
Fully diluted earnings (loss) per share
 
$
.013
 
$
.00167
 
$
.008
 
$
.00574
 
Weighted number of shares outstanding
   
16,999,766
   
16,925,784
   
16,955,837
   
17,043,000
 
Fully diluted weighted number of shares outstanding
   
17,399,766
   
17,091,352
   
17,355,837
   
17,443,000
 
 
See notes to financial statements
 
F-2

 
JANEL WORLD TRADE, LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
     
NINE MONTHS ENDED JUNE 30, 
 
     
2007
   
2006
 
OPERATING ACTIVITIES:
             
Net income (loss)
 
$
229,706
 
$
28,611
 
Adjustments to reconcile net income to net
             
cash provided by operating activities:
             
Depreciation and amortization
   
5,831
   
78,989
 
Stock issued in lieu of compensation
   
-
   
452,360
 
Changes in operating assets and liabilities:
             
Accounts receivable
   
(819,818
)
 
196,167
 
Prepaid expenses and sundry current assets
   
(4,753
)
 
(41,324
)
Accounts payable and accrued expenses
   
751,603
   
(358,007
)
Deferred compensation
   
-
   
(113,090
)
NET CASH PROVIDED BY OPERATING ACTIVITIES
   
162,569
   
243,706
 
               
INVESTING ACTIVITIES:
             
Acquisition of property and equipment, net
   
(16,971
)
 
(38,946
)
Purchase of marketable securities
   
(2,744
)
 
(2,316
)
NET CASH USED IN INVESTING ACTIVITIES
   
(19,715
)
 
(41,262
)
               
               
FINANCING ACTIVITIES:
             
Decrease (increase) in loans receivable
   
4,747
   
(6,137
)
Repayment of long-term debt, net
   
(6,289
)
 
(5,989
)
Proceeds from sale of preferred stock, net of related expense of $35,605
   
464,395
   
-
 
Repurchase of treasury stock
   
(56,892
)
 
-
 
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
   
405,961
   
(12,126
)
               
               
INCREASE IN CASH
   
548,815
   
190,318
 
               
CASH - BEGINNING OF PERIOD
   
1,341,952
   
793,238
 
               
CASH - END OF PERIOD
 
$
1,890,767
 
$
983,556
 
               
SUPPLEMENTAL DISCLOSURES OF CASH
             
FLOW INFORMATION:
             
Cash paid during the period for:
             
Interest
 
$
422
 
$
918
 
Income taxes
 
$
256,525
 
$
241,653
 
Non-cash investing activities:
             
Unrealized gain on marketable securities
 
$
6,897
 
$
441
 
Dividends declared to preferred shareholders
 
$
7,083
 
$
-
 

See notes to financial statements
 
F-3

 
JANEL WORLD TRADE LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

   
CAPITAL STOCK
                 
 
 
SHARES 
 
$
 
ADDITIONAL
PAID-IN
CAPITAL
 
RETAINED
EARNINGS
 
ACCUMULATED
OTHER
COMPREHENSIVE
GAIN (LOSS)
 
TOTAL
 
BALANCE - SEPTEMBER 30, 2005
   
16,843,000
 
$
16,843
 
$
501,003
 
$
2,721,329
 
$
1,616
 
$
3,240,791
 
                                       
Net income
   
-
   
-
   
-
   
28,611
   
-
   
28,611
 
Stock based compensation
   
200,000
   
200
   
452,160
   
-
   
-
   
452,360
 
Other comprehensive gains:
                                     
Unrealized gains on available-for-sale
                                     
marketable securities
   
-
   
-
   
-
   
-
   
(441
)
 
(441
)
BALANCE - JUNE 30, 2006
   
17,043,000
 
$
17,043
 
$
953,163
 
$
2,749,940
 
$
1,175
 
$
3,721,321
 

See notes to financial statements
 
F-4

 
JANEL WORLD TRADE LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY 

   
CAPITAL STOCK
 
PREFERRED STOCK
                     
 
 
SHARES 
 
$
 
SHARES 
 
$
 
TREASURY
 STOCK
 
ADDITIONAL
PAID-IN
CAPITAL
 
RETAINED
EARNINGS
 
ACCUMULATED
OTHER
COMPREHENSIVE
GAIN (LOSS)
 
TOTAL
 
BALANCE - SEPTEMBER 30, 2006
   
17,043,000
 
$
17,043
   
-
 
$
-
 
$
-
 
$
953,163
 
$
2,778,324
 
$
2,763
 
$
3,751,293
 
                                                         
Net income
   
-
   
-
   
-
               
-
   
229,706
   
-
   
229,706
 
Convertible preferred stock issuance,
                                                       
net of expenses of $35,605
   
-
   
-
   
1,000,000
   
1,000
         
463,395
   
-
   
-
   
464,395
 
Purchase of 117,000 shares of treasury stock
   
-
   
-
   
-
   
-
   
(56,892
)
 
-
   
-
   
-
   
(56,892
)
Dividends to preferred shareholders
   
-
   
-
   
-
   
-
   
-
   
-
   
(7,083
)
 
-
   
(7,083
)
Other comprehensive gains:
                                                       
Unrealized gains on available-for-sale
                                                       
marketable securities
   
-
   
-
   
-
   
-
   
-
   
-
   
-
   
6,897
   
6,897
 
BALANCE - JUNE 30, 2007
   
17,043,000
 
$
17,043
   
1,000,000
 
$
1,000
 
$
(56,892
)
$
1,416,558
 
$
3,000,947
 
$
9,660
 
$
4,388,316
 
 
See notes to financial statements
 
F-5



JANEL WORLD TRADE, LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2007
(Unaudited)
 
1 BASIS OF PRESENTATION

The attached consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. As a result, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. The Company believes that the disclosures made are adequate to make the information presented not misleading. The consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company=s Form 10-K as filed with the Securities and Exchange Commission on or about December 29, 2006.

2 STOCK REPURCHASE PLAN

On October 12, 2006, the Company’s Board of Directors authorized the repurchase of up to 300,000 shares of the Company’s common stock, subject to certain conditions. It is expected that purchases under the program will depend upon prevailing market conditions and other factors such as the Company’s cash position. The repurchase plan may be suspended by the Company at any time. During the nine months ended June 30, 2007 117,000 shares were repurchased under this plan at a cost of $56,892.

3 ISSUANCE OF CONVERTIBLE PREFERRED STOCK

On January 10, 2007, Janel World Trade, Ltd. (“Janel”) entered into a Securities Purchase agreement with an Institutional Purchaser, pursuant to which Janel sold an aggregate of one million unregistered shares of newly-authorized $0.001 par value 3% Series A Convertible Preferred Stock (the “Series A Stock”) for a total purchase price of $500,000. The shares are convertible into shares of Janel’s $0.001 par value common stock at any time on a one-share for one-share basis.

Janel simultaneously entered into a Registration Rights Agreement with the Institutional Purchaser requiring the underlying shares of common stock issuable upon conversion of the Series A Stock to be included in the next securities registration statement (except for a registration statement on Forms S-4 or S-8) filed by Janel with the securities and Exchange Commission (“SEC”), and listed (if possible) on NASDAQ or a National Securities Exchange. The registration statement must be filed no later than nine months from closing, for an offering made on a continuous basis pursuant to SEC Rule 415, and become effective within ninety days after filing. Janel has agreed that none of its officers or directors will enter into any transaction for the disposition of any Janel shares owned by them or their affiliates until the expiration of nine months following the effective date of the required registration statement.

In addition, Janel agreed to pay the purchasers an advisory fee of $2,000 per month for twelve months beginning March 1, 2007.
 
2

 
Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations.

Forward Looking Statements 

The statements contained in all parts of this document that are not historical facts are, or may be deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements include, but are not limited to, those relating to the following: the effect and benefits of the company’s reverse merger transaction; Janel’s plans to reduce costs (including the scope, timing, impact and effects thereof); potential annualized cost savings; plans for direct entry into the trucking and warehouse distribution business (including the scope, timing, impact and effects thereof); the company's ability to improve its cost structure; plans for opening additional domestic and foreign branch offices (including the scope, timing, impact and effects thereof); the sensitivity of demand for the company's services to domestic and global economic and political conditions; expected growth; future operating expenses; future margins; fluctuations in currency valuations; fluctuations in interest rates; future acquisitions and any effects, benefits, results, terms or other aspects of such acquisitions; ability to continue growth and implement growth and business strategy; the ability of expected sources of liquidity to support working capital and capital expenditure requirements; future expectations and outlook and any other statements regarding future growth, cash needs, operations, business plans and financial results and any other statements that are not historical facts. 

When used in this document, the words "anticipate," "estimate," "expect," "may," "plans," "project," and similar expressions are intended to be among the statements that identify forward-looking statements. Janel’s results may differ significantly from the results discussed in the forward-looking statements. Such statements involve risks and uncertainties, including, but not limited to, those relating to costs, delays and difficulties related to the company's dependence on its ability to attract and retain skilled managers and other personnel; the intense competition within the freight industry; the uncertainty of the company's ability to manage and continue its growth and implement its business strategy; the company's dependence on the availability of cargo space to serve its customers; effects of regulation; its vulnerability to general economic conditions and dependence on its principal customers; accuracy of accounting and other estimates; risk of international operations; risks relating to acquisitions; the company's future financial and operating results, cash needs and demand for its services; and the company's ability to maintain and comply with permits and licenses; as well as other risk factors described in Janel’s Annual Report on Form 10-K filed with the SEC on December 29, 2006. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those projected.

Overview

The following discussion and analysis addresses the results of operations for the three months ended June 30, 2007, as compared to the results of operations for the three months ended June 30, 2006, and for the nine months ended June 30, 2007, as compared to the nine months ended June 30, 2006. The discussion and analysis then addresses the liquidity and financial condition of the company, and other matters.
 
3

 
Results of Operations

Janel operates its business as a single segment comprised of full-service cargo transportation logistics management, including freight forwarding - via air, ocean and land-based carriers - customs brokerage services, warehousing and distribution services, and other value-added logistics services.

Three Months Ended June 30, 2007 Compared to Three Months Ended June 30, 2006

Revenue. Revenue for the third quarter of fiscal 2007 was $18,851,199, as compared to $19,534,537 for the same period of fiscal 2006, a year-over-year decrease of $683,338, or 3.5%. The lower level of revenue resulted principally from a marginally decreased level of overall shipping activity by existing customers.

Forwarding Expense. Forwarding expense is primarily comprised of the fees paid by Janel directly to cargo carriers to handle and transport its actual freight shipments on behalf of its customers between initial and final terminal points. Forwarding expense also includes any duties and/or trucking charges related to the shipments. As a general rule, revenue received by the company for shipments via ocean freight are marked up at a lower percentage versus their related forwarding expense than are shipments via airfreight, i.e., forwarding expense as a percentage of revenue is generally higher (and the company earns less) for ocean freight than for airfreight.

For the third quarter of fiscal 2007, forwarding expense decreased by $660,879, or 3.8%, to $16,720,066, as compared to $17,380,945 for the third quarter of fiscal 2006. The percentage decrease in forwarding expense slightly exceeded the percentage decrease in revenue year-over-year, yielding a favorable decline of 0.3 percentage points in the measure of forwarding expense as a percentage of revenue to 88.7% in the third quarter of fiscal 2007, from 89.0% for the third fiscal quarter of 2006 despite a slightly higher proportion of ocean freight shipments in the third quarter of fiscal 2007, as compared to the comparable prior-year period. The more favorable percentage, as compared to expectations, is principally the result of substantially above-average margins earned by the company on some ocean freight shipments in the 2007 quarter.

Selling, General and Administrative Expense. Selling, general and administrative expense in third quarter of fiscal 2007 increased by $51,125 (2.8%) to $1,903,699, as compared to $1,852,574 in the third quarter of fiscal 2006. The year-over-year dollar increase in SG&A primarily resulted from the additional expenses related to several additional employees on the payroll in our Los Angeles operations fiscal 2007 third quarter as compared to the same period of fiscal 2006. SG&A as a percentage of revenue increased by 53 basis points from 9.48% in the third quarter of fiscal 2006, to 10.01% in the third quarter of fiscal 2007.

Income Before Taxes. Janel’s results for the third quarter of fiscal 2007 rose from an income before taxes of $197,436 in the third quarter of fiscal 2006, to an income before taxes of $246,490 in the third quarter of fiscal 2007, an increase of $49,054, or 24.8%. The principal reason for the increase in income before taxes was the discontinuation in 2007 of stock-based compensation paid for investor relations services in the amount of $113,090 (see Note 2 to financial statements) in the prior-year quarter.
 
4

 
Income Taxes. The effective income tax rate in both the 2007 and 2006 periods reflects the U.S. federal statutory rate and applicable state income taxes.

Net Income. Net income for the third quarter of fiscal 2007 was $140,490, or $0.008 per diluted share, as compared to net income of $100,146, or $0.00574 per diluted share, in the third quarter of fiscal 2006. This represents an increase of $40,344, or 40.3%, year-over-year.

Nine Months Ended June 30, 2007 Compared to Nine Months Ended June 30, 2006

Revenue. Revenue for the nine months ended June 30, 2007 was $53,882,658, as compared to $57,107,454 for the same period of fiscal 2006, a year-over-year decrease of $3,224,796, or 5.6%. The lower level of revenue resulted primarily from a general year-over-year decline in the level of shipping activity by existing customers.

Forwarding Expense. For the nine months ended June 30, 2007, forwarding expense was $47,864,647, as compared to $51,140,538 for the same period of fiscal 2006, a year-over-year decrease of $3,275,891, or 6.4%. The percentage decrease exceeded the decrease in revenue for the nine months ended June 30, 2007 as compared to 2006, resulting in forwarding expense as a percentage of revenue declining 0.8 percentage points to 88.8%, as compared to 89.6% in the 2006 quarter.

Selling, General and Administrative Expense. For the nine-month periods ended June 30, 2007 and 2006, selling, general and administrative expenses were $5,658,942 and $5,477,730, respectively. This represents a year-over-year increase of $181,212, or 3.3%. The year-over-year dollar increase in SG&A primarily resulted from the additional expenses related to the hiring of several additional employees in our Los Angeles operations in the first nine months of fiscal 2007 as compared to the same period of fiscal 2006. SG&A as a percentage of revenue increased by 91 basis points from 9.59% in the first nine months of 2006, to 10.50% in the first nine months of 2007.

Income Before Taxes. Janel reported income before taxes of $402,706 for the nine months ended June 30, 2007, as compared to income before taxes of $165,615 for the nine months ended June 30, 2006, an increase of $237,091, or 143.2%, year-over-year. The discontinuation in 2007 of the stock-based compensation expense that was included in the first nine months of fiscal 2006 ($339,270) accounted for more than the total year-over-year dollar increase in income from operations and pretax profitability.

Income Taxes. The effective income tax rate in both the 2007 and 2006 periods reflects the U.S. federal statutory rate and applicable state income taxes.

Net Income. Janel reported net income for the nine months ended June 30, 2007 of $229,706, or $0.013 per diluted share, up $201,095, as compared to net income of $28,611, or $0.00167 per diluted share, for the nine months ended June 30, 2006.
 
5

 
Liquidity and Capital Resources

Janel’s ability to meet its liquidity requirements, which include satisfying its debt obligations and funding working capital, day-to-day operating expenses and capital expenditures depends upon its future performance, and is subject to general economic conditions and other factors, some of which are beyond its control.

During the nine months ended June 30, 2007, Janel’s net working capital (current assets minus current liabilities) increased by approximately $623,000, reflecting an increase in cash of approximately $549,000, plus a net positive swing of approximately $68,000 in accounts receivable and accrued expenses, only partially offset by higher accounts payable. Janel’s past cash flow performance is generally indicative of future cash flow performance.
.
In July 2005, Janel decreased its line of credit from $3,000,000 to $1,500,000, because cash flow had become adequate for financing its receivables, and because it obtained a reduced interest rate. At June 30, 2007, Janel had $1,500,000 of available borrowing under its line of credit, bearing interest at prime less one-half of one percent (0.5%) per annum, collateralized by substantially all the assets of Janel and personal guarantees by certain shareholders of the company.

Management believes that anticipated cash flow, and the cash availability under its existing line of credit are sufficient to meet its current working capital and operating needs. However, the company is also proceeding with its comprehensive growth strategy for fiscal 2007 and beyond, which encompasses a number of potential elements, as discussed below under “Current Outlook.” To successfully execute these growth strategy elements in the coming months, the company may need to secure additional financing estimated at up to $10,000,000. There is no assurance that such additional capital as necessary to execute the company’s business plan and intended growth strategy will be available or, if available, will be extended to the company at mutually acceptable terms.

Current Outlook

Janel is primarily engaged in the business of providing full-service cargo transportation logistics management, including freight forwarding via air, ocean and land-based carriers, customs brokerage services, warehousing and distribution services, and other value-added logistics services. Its results of operations are affected by the general economic cycle, particularly as it influences global trade levels and specifically the import and export activities of Janel’s various current and prospective customers.

Historically, the company’s quarterly results of operations have been subject to seasonal trends which have been the result of, or influenced by, numerous factors including climate, national holidays, consumer demand, economic conditions, the growth and diversification of its international network and service offerings, and other similar and subtle forces.

Management has been engaged in reviewing the profitability of various customer accounts with a view toward eliminating accounts which are only marginally profitable, and focusing on accounts that are more profitable, with a view to increasing its overall profit margin. Based upon the results for the nine months ended June 30, 2007, and its current expectations for the remainder of fiscal 2007, Janel projects that gross revenue from its currently existing accounts and businesses for its fiscal year ending September 30, 2007 will be marginally lower (within 5%) than reported gross revenue for fiscal 2006.
 
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Janel is continuing to implement its business plan and strategy to increase revenue and profitability through its fiscal year ending September 30, 2007 and beyond. The company’s strategy, some of which has been implemented, includes plans to: open additional branch offices both domestically and in Southeast Asia; increase profit margins by avoiding low-margin business; introduce additional revenue streams for its existing headquarters and branch locations; proceed with negotiations and due diligence with privately held transportation-related firms which may ultimately lead to their acquisition by the company; expand its existing sales force by hiring additional commission-only sales representatives with established customer bases; increase its focus on growing revenue related to export activities; evaluate direct entry into the trucking and warehouse distribution business as a complement to the services already provided to existing customers; and continue its efforts to reduce current and prospective overhead and operating expenses, particularly with regard to the efficient integration of any additional offices or acquisitions.

Certain elements of the company’s growth strategy, principally proposals for acquisition, are contingent upon the availability of adequate financing at terms acceptable to the company. The company is continuing in its efforts to secure long-term financing, but has to date been unable to complete any such financing transactions at terms it deems acceptable, and cannot presently anticipate when or if financing on acceptable terms will become available. Therefore, the implementation of significant aspects of the company’s strategic growth plan may be deferred beyond the originally anticipated timing.

Critical Accounting Policies and Estimates

Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses the company’s consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying notes. Since future events and their effects cannot be determined with absolute certainty, the determination of estimates requires the exercise of judgment. Actual results could differ from those estimates, and such difference may be material to the financial statements. The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources, primarily allowance for doubtful accounts, accruals for transportation and other direct costs, and accruals for cargo insurance. Management bases its estimates on historical experience and on various assumptions which are believed to be reasonable under the circumstances. We reevaluate these significant factors as facts and circumstances change. Historically, actual results have not differed significantly from our estimates. These accounting policies are described at relevant sections in this discussion and analysis and in the notes to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2006.
 
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Management believes that the nature of the company’s business is such that there are few, if any, complex challenges in accounting for operations. Revenue recognition is considered the critical accounting policy due to the complexity of arranging and managing global logistics and supply-chain management transactions.

Revenue Recognition

Revenues are derived from airfreight, ocean freight and custom brokerage services. The company is a non-asset-based carrier and accordingly does not own transportation assets. The company generates the major portion of its air and ocean freight revenues by purchasing transportation services from direct carriers (airlines, steam ship lines, etc.) and reselling those services to its customers. By consolidating shipments from multiple customers and availing itself of its buying power, the company is able to negotiate favorable rates from the direct carriers, while offering to its customers lower rates than the customers could obtain themselves.

Airfreight revenues include the charges for carrying the shipments when the company acts as a freight consolidator. Ocean freight revenues include the charges for carrying the shipments when the company acts as a Non-Vessel Operating Common Carrier (NVOCC). In each case, the company is acting as an indirect carrier. When acting as an indirect carrier, the company will issue a House Airway Bill (HAWB) or a House Ocean Bill of Lading (HOBL) to customers as the contract of carriage. In turn, when the freight is physically tendered to a direct carrier, the company receives a contract of carriage known as a Master Airway Bill for airfreight shipments and a Master Ocean Bill of Lading for ocean shipments. At this point the risk of loss passes to the carrier, however, in order to claim for any such loss, the customer is first obligated to pay the freight charges.

Based upon the terms in the contract of carriage, revenues related to shipments where the company issues a HAWB or a HOBL are recognized at the time the freight is tendered to the direct carrier. Costs related to the shipments are recognized at the same time.

Revenues realized when the company acts as an agent for the shipper and does not issue a HAWB or a HOBL include only the commission and fees earned for the services performed. These revenues are recognized upon completion of the services.

Customs brokerage and other services involves provide multiple services at destination including clearing shipments through customs by preparing required documentation, calculating and providing for payment of duties and other charges on behalf of the customers, arranging for any required inspections, and arranging for final delivery. These revenues are recognized upon completion of the services.

The movement of freight may require multiple services. In most instances the company may perform multiple services including destination breakbulk and value added services such as local transportation, distribution services and logistics management. Each of these services has separate fee that is recognized as revenue upon completion of the service.
 
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Customers will frequently request an all-inclusive rate for a set of services that is known in the industry as “door-to-door services.” In these cases, the customer is billed a single rate for all services from pickup at origin to delivery. The allocation of revenue and expense among the components of services when provided under an all inclusive rate are done in an objective manner on a fair value basis in accordance with Emerging Issues Task Force (EITF) 00-21, “Revenue Arrangements with Multiple Deliverables.”

Estimates

While judgments and estimates are a necessary component of any system of accounting, the company’s use of estimates is limited primarily to the following areas that in the aggregate are not a major component of the company’s consolidated statements of income:

 
a.
accounts receivable valuation;
     
 
b.
the useful lives of long-term assets;
     
 
c.
the accrual of costs related to ancillary services the company provides; and
     
 
c.
accrual of tax expense on an interim basis.

Management believes that the methods utilized in all of these areas are non-aggressive in approach and consistent in application. Management believes that there are limited, if any, alternative accounting principles or methods which could be applied to the company’s transactions. While the use of estimates means that actual future results may be different from those contemplated by the estimates, the company believes that alternative principles and methods used for making such estimates would not produce materially different results than those reported.

Item 3 Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 4. Controls and Procedures.
 
We maintain a system of disclosure controls and procedures that is designed to provide reasonable assurance that information, which is required to be disclosed by the Company in the reports that it files or submits under the Securities and Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and is accumulated and communicated to management in a timely manner. Our Chief Executive Officer and Chief Financial Officer have evaluated this system of disclosure controls and procedures as of the end of the period covered by this quarterly report, and believe that the system is effective. There have been no changes in our internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
 
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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

Not applicable.
 
Item 2. Unregistered Sale of Equity Securities and Use of Proceeds.

(a) There have been no sales of unregistered equity securities by the Company during the third fiscal quarter ended June 30, 2007.

(c)  Issuer Purchases of Equity Securities
 
ISSUER PURCHASES OF EQUITY SECURITIES
Period
 
(a) Total Number of Shares (or Units) Purchased
 
(b) Average Price Paid per Share (or Unit)
 
(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs
 
(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
Month #1 (identify beginning and ending dates)
 
  4-1/4-30
25,000
 
  .5106 
 
  25,000 
 
  218,000 
Month #2 (identify beginning and ending dates)
 
  5-1/5-31
20,000 
 
  .476 
 
  20,000 
 
  198,000 
Month #3 (identify beginning and ending dates)
 
  6-1/6-30
15,000 
 
  .436333 
 
  15,000 
 
  183,000 
Total
 
  60,000 
 
  .4805 
 
  60,000 
 
  183,000 

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Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4.  Submission of Matters to a Vote of Security Holders.

There were no matters submitted to a vote of shareholders during the first fiscal quarter ended June 30, 2007.

Item 5. Other Information.

Not applicable.

Item 6.  Exhibits and Reports on Form 8-K.

(a) Exhibits required by item 601 of Regulation S-K.

Exhibit
Number   Description of Exhibit

31    Rule 13(a)-14(a)/15(d)-14(a) Certifications.
 
32    Section 1350 Certification.   
 
(b) Reports on Form 8-K. The Company did not file any reports on Form 8-K during the third fiscal quarter ended June 30, 2007.
 
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    SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) 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.

August 14, 2007 
 
     
  JANEL WORLD TRADE, LTD.
 
 
 
 
 
 
By:  
/s/ James N. Jannello
 
Chief Executive Officer

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