JANEL CORP - Quarter Report: 2007 June (Form 10-Q)
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.
6
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.
7
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.
8
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.
9
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
|
10
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.
11
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 |
12