JANEL CORP - Quarter Report: 2007 March (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:
March 31, 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: 16,986,000.
1
PART
I - FINANCIAL INFORMATION
Item
1.
Financial Statements.
(a)
Janel’s unaudited, interim financial statements for its second fiscal quarter
(the three and six months ended March 31, 2007) have been set forth
below. Management’s
Discussion and Analysis of the Company’s Financial Condition and the Results of
Operations for the second fiscal quarter will be found at Item 2, following
the
financial statements.
JANEL
WORLD TRADE LTD. AND SUBSIDIARIES
CONSOLIDATED
BALANCE SHEETS
MARCH
31, 2007
|
SEPTEMBER
30, 2006
|
||||||
(Unaudited)
|
(Audited)
|
||||||
ASSETS
|
|||||||
CURRENT
ASSETS:
|
|||||||
Cash
and cash equivalents
|
$2,362,864
|
$1,341,952
|
|||||
Accounts
receivable, net of allowance for doubtful
|
|||||||
accounts
of $43,117 at March 31, 2007 and
|
|||||||
$28,350
at September 30, 2006
|
4,611,331
|
4,809,324
|
|||||
Marketable
securities
|
63,572
|
59,222
|
|||||
Loans
receivable –
officers
|
147,015
|
144,530
|
|||||
-
other
|
26,815
|
33,868
|
|||||
Prepaid
expenses and sundry current assets
|
83,985
|
126,678
|
|||||
TOTAL
CURRENT ASSETS
|
7,295,582
|
6,515,574
|
|||||
PROPERTY
AND EQUIPMENT, NET
|
168,361
|
178,099
|
|||||
SECURITY
DEPOSITS
|
49,418
|
49,418
|
|||||
TOTAL
ASSETS
|
$
|
7,513,361
|
$
|
6,743,091
|
|||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|||||||
CURRENT
LIABILITIES:
|
|||||||
Accounts
payable
|
$
|
3,130,342
|
$
|
2,714,086
|
|||
Accrued
expenses and taxes payable
|
19,990
|
185,563
|
|||||
Current
portion of long-term debt
|
4,944
|
7,244
|
|||||
TOTAL
CURRENT LIABILITIES
|
3,155,276
|
2,906,893
|
|||||
OTHER
LIABILITIES:
|
|||||||
Long-term
debt
|
4,444
|
6,337
|
|||||
Deferred
compensation
|
78,568
|
78,568
|
|||||
TOTAL
OTHER LIABILITIES
|
83,012
|
84,905
|
|||||
STOCKHOLDERS’
EQUITY:
|
4,275,073
|
3,751,293
|
|||||
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
|
7,513,361
|
$
|
6,743,091
|
|||
See
Notes
to Consolidated Financial Statements, which are an integral part of these
financial statements.
JANEL
WORLD TRADE LTD. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF INCOME
(Unaudited)
SIX
MONTHS ENDED MARCH 31,
|
THREE
MONTHS ENDED MARCH 31,
|
||||||||||||
|
|
|
2007
|
|
|
2006
|
|
|
2007
|
2006
|
|||
REVENUES
|
$
|
35,031,459
|
$
|
37,572,917
|
$
|
18,303,590
|
$
|
18,791,602
|
|||||
|
|
||||||||||||
COSTS
AND EXPENSES:
|
|||||||||||||
Forwarding
expenses
|
31,144,581
|
33,759,593
|
16,340,327
|
16,920,846
|
|||||||||
Selling,
general and administrative
|
3,755,243
|
3,625,156
|
1,910,885
|
1,835,411
|
|||||||||
Stock
based compensation
|
-
|
226,180
|
-
|
226,180
|
|||||||||
TOTAL
COSTS AND EXPENSES
|
34,899,824
|
37,610,929
|
18,251,212
|
18,982,437
|
|||||||||
131,635
|
(38,012
|
)
|
52,378
|
(190,835
|
)
|
||||||||
OTHER
ITEMS:
|
|||||||||||||
Interest
and dividend income
|
24,581
|
6,191
|
11,640
|
3,559
|
|||||||||
INCOME
(LOSS) BEFORE
|
|||||||||||||
INCOME
TAXES (CREDITS)
|
156,216
|
(31,821
|
)
|
64,018
|
(187,276
|
)
|
|||||||
Income
taxes (credits)
|
67,000
|
39,714
|
27,000
|
(27,086
|
)
|
||||||||
NET
INCOME (LOSS)
|
89,216
|
(71,535
|
)
|
37,018
|
(160,190
|
)
|
|||||||
Preferred
stock dividends
|
3,333
|
-
|
3,333
|
-
|
|||||||||
NET
INCOME AVAILABLE TO COMMON
STOCKHOLDERS
|
$
|
85,883
|
$
|
(71,535
|
)
|
$
|
33,685
|
$
|
(160,190
|
)
|
|||
OTHER
COMPREHENSIVE INCOME
|
|||||||||||||
NET
OF TAX :
|
|||||||||||||
Unrealized
gain from available for sale securities
|
$
|
1,624
|
$
|
2,680
|
$
|
927
|
$
|
4,443
|
|||||
Basic
earnings (loss) per share
|
$
|
.005
|
$
|
(.004
|
)
|
$
|
.005
|
$
|
(.009
|
)
|
|||
Fully
diluted earnings (loss) per share
|
$
|
.005
|
$
|
(.004
|
)
|
$
|
.005
|
$
|
(.009
|
)
|
|||
Weighted
number of shares outstanding
|
17,021,973
|
16,867,176
|
17,007,167
|
16,891,889
|
|||||||||
Fully
diluted weighted number of shares outstanding
|
17,421,973
|
16,915,527
|
17,407,167
|
16,989,666
|
See
Notes
to Consolidated Financial Statements, which are an integral part of these
financial statements.
JANEL
WORLD TRADE, LTD. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF CASH FLOWS
(Unaudited)
SIX
MONTHS ENDED MARCH 31,
|
|||||||
OPERATING
ACTIVITIES:
|
2007
|
2006
|
|||||
Net
income (loss)
|
$
|
89,216
|
$
|
(71,535
|
)
|
||
Adjustments
to reconcile net income to net
|
|||||||
cash
provided by operating activities:
|
|||||||
Depreciation
and amortization
|
37,614
|
51,380
|
|||||
Stock
issued in lieu of compensation
|
-
|
452,360
|
|||||
Changes
in operating assets and liabilities:
|
|||||||
Accounts
receivable
|
197,993
|
326,362
|
|||||
Prepaid
expenses and sundry current assets
|
42,693
|
(147,801
|
)
|
||||
Accounts
payable and accrued expenses
|
247,350
|
312,116
|
|||||
Deferred
compensation
|
-
|
(226,180
|
)
|
||||
NET
CASH PROVIDED BY OPERATING ACTIVITIES
|
614,866
|
696,702
|
|||||
INVESTING
ACTIVITIES:
|
|||||||
Acquisition
of property and equipment, net
|
(27,876
|
)
|
(32,617
|
)
|
|||
Purchase
of marketable securities
|
(2,726
|
)
|
(2,300
|
)
|
|||
NET
CASH USED IN INVESTING ACTIVITIES
|
(30,602
|
)
|
(34,917
|
)
|
|||
FINANCING
ACTIVITIES:
|
|||||||
Decrease
(increase) in loans receivable
|
4,568
|
(26,373
|
)
|
||||
Repayment
of long-term debt, net
|
(4,193
|
)
|
(3,623
|
)
|
|||
Proceeds
from sale of preferred stock, net of related expense of
$35,605
|
464,395
|
-
|
|||||
Repurchase
of treasury stock
|
(28,122
|
)
|
-
|
||||
NET
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
|
436,648
|
(29,996
|
)
|
||||
INCREASE
IN CASH
|
1,020,912
|
631,789
|
|||||
CASH
- BEGINNING OF PERIOD
|
1,341,952
|
793,238
|
|||||
CASH
- END OF PERIOD
|
$
|
2,362,864
|
$
|
1,425,027
|
|||
SUPPLEMENTAL
DISCLOSURES OF CASH
|
|||||||
FLOW
INFORMATION:
|
|||||||
Cash
paid during the period for:
|
|||||||
Interest
|
$
|
323
|
$
|
657
|
|||
Income
taxes
|
$
|
191,633
|
$
|
241,654
|
|||
Non-cash
investing activities:
|
|||||||
Unrealized
gain on marketable securities
|
$
|
1,624
|
$
|
2,680
|
|||
Dividends
declared to preferred shareholders
|
$
|
3,333
|
$
|
-
|
See
Notes
to Consolidated Financial Statements, which are an integral part of these
financial statements.
JANEL
WORLD TRADE LTD. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
ACCUMULATED
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
ADDITIONAL
|
|
|
|
|
|
OTHER
|
|
|
|
|
|
|
|
CAPITAL
STOCK
|
|
|
PAID-IN
|
|
|
RETAINED
|
|
|
COMPREHENSIVE
|
|
|
|
|
|||
|
|
|
SHARES
|
|
|
$
|
|
|
CAPITAL
|
|
|
EARNINGS
|
|
|
GAIN
(LOSS)
|
|
|
TOTAL
|
|
BALANCE
- SEPTEMBER 30, 2005
|
16,843,000
|
$
|
16,843
|
$
|
501,003
|
$
|
2,721,329
|
$
|
1,616
|
$
|
3,240,791
|
||||||||
Net
income
|
-
|
-
|
-
|
(71,535
|
)
|
-
|
(71,535
|
)
|
|||||||||||
Stock
based compensation
|
200,000
|
200
|
452,160
|
-
|
-
|
452,360
|
|||||||||||||
Other
comprehensive gains:
|
|||||||||||||||||||
Unrealized
gains on available-for-sale
|
|||||||||||||||||||
marketable
securities
|
-
|
-
|
-
|
-
|
2,680
|
2,680
|
|||||||||||||
BALANCE
- MARCH 31, 2006
|
17,043,000
|
$
|
17,043
|
$
|
953,163
|
$
|
2,649,794
|
$
|
4,296
|
$
|
3,624,296
|
See
Notes
to Consolidated Financial Statements, which are an integral part of these
financial statements.
JANEL
WORLD TRADE LTD. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ACCUMULATED
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
ADDITIONAL
|
|
|
|
|
|
OTHER
|
|
|
|
|
||||||
|
|
|
CAPITAL
STOCK
|
|
|
PREFERRED
STOCK
|
|
|
TREASURY
|
|
|
PAID-IN
|
|
|
RETAINED
|
|
|
COMPREHENSIVE
|
|
|
|
|
||||||
|
|
|
SHARES
|
|
|
$
|
|
|
SHARES
|
|
|
$
|
|
|
STOCK
|
|
|
CAPITAL
|
|
|
EARNINGS
|
|
|
GAIN
(LOSS)
|
|
|
TOTAL
|
|
|
||||||||||||||||||||||||||||
BALANCE
- SEPTEMBER 30, 2006
|
17,043,000
|
$
|
17,043
|
-
|
$
|
-
|
$
|
-
|
$
|
953,163
|
$
|
2,778,324
|
$
|
2,763
|
$
|
3,751,293
|
||||||||||||
Net
income
|
-
|
-
|
-
|
-
|
89,216
|
-
|
89,216
|
|||||||||||||||||||||
Convertible
preferred stock issuance,
|
||||||||||||||||||||||||||||
net
of expenses of $35,605
|
-
|
-
|
1,000,000
|
1,000
|
463,395
|
-
|
-
|
464,395
|
||||||||||||||||||||
Purchase
of 57,000 shares of treasury stock
|
-
|
-
|
-
|
-
|
(28,122
|
)
|
-
|
-
|
-
|
(28,122
|
)
|
|||||||||||||||||
Dividends
to preferred shareholders
|
-
|
-
|
-
|
-
|
-
|
-
|
(3,333
|
)
|
-
|
(3,333
|
)
|
|||||||||||||||||
Other
comprehensive gains:
|
||||||||||||||||||||||||||||
Unrealized
gains on available-for-sale
|
||||||||||||||||||||||||||||
marketable
securities
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
1,624
|
1,624
|
|||||||||||||||||||
BALANCE
- MARCH 31, 2007
|
17,043,000
|
$
|
17,043
|
1,000,000
|
$
|
1,000
|
$
|
(28,122
|
)
|
$
|
1,416,558
|
$
|
2,864,207
|
$
|
4,387
|
$
|
4,275,073
|
See
Notes
to Consolidated Financial Statements, which are an integral part of these
financial statements.
JANEL
WORLD TRADE, LTD. AND SUBSIDIARIES
NOTES
TO
CONSOLIDATED FINANCIAL STATEMENTS
MARCH
31,
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 six months ended March 31, 2007 57,000 shares were repurchased
under
this plan at a cost of $28,122.
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 March 31, 2007, as compared to the results of operations
for
the three months ended March 31, 2006, and for the six months ended March
31,
2007, as compared to the six months ended March 31, 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 March 31, 2007 Compared to Three Months Ended March 31,
2006
Revenue.
Total
revenue for the second quarter of fiscal 2007 was $18,303,590, as compared
to
$18,791,602 for the same period of fiscal 2006, a year-over-year decrease
of
$488,012, or 2.6%. Management attributes the decreased level of revenue in
the
second quarter of fiscal 2007 to continuing softness in the global logistics
industry and, in particular, to softer retail imports into the United States
as
a result of a generally weaker dollar.
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
second quarter of fiscal 2007, forwarding expense decreased by $580,519,
or
3.4%, to $16,340,327, as compared to $16,920,846 for the second quarter of
fiscal 2006. The percentage decrease was slightly greater than the decrease
in
total revenue year over year. This yielded a favorable decrease of 77 basis
points in the measure of forwarding expense as a percentage of revenue to
89.27%
from 90.04% for the second fiscal quarter of 2006. An improvement (i.e.,
decrease) in this measure would typically result from a somewhat higher
proportion of airfreight versus ocean freight in the company’s revenue mix
during the period. Net revenue (revenue minus forwarding expenses) in the
second
quarter of fiscal 2007 was $1,963,263, an increase of $92,507, or 4.9%, as
compared to $1,870,756 in the second quarter of fiscal 2006.
Selling,
General and Administrative Expense.
Selling,
general and administrative expense in second quarter of fiscal 2007 increased
by
$75,474 (4.1%) to $1,910,885, or 10.44% of total revenue, as compared to
$1,835,411, or 9.77% of total revenue, in the second quarter of fiscal 2006.
The
year-over-year dollar increase in SG&A resulted primarily from increases in
accounting, legal and investor relations expenses.
Income
Before Taxes. Janel’s
income before taxes increased from a loss of $(187,276) in the second quarter
of
fiscal 2006 to a profit of $64,018 in the second quarter of fiscal 2007,
an
increase of $251,294. The principal reason for the improvement was the absence
in the 2007 second quarter of a stock-based compensation expense of $226,180
in
the comparable 2006 period.
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 available to common shareholders for the second quarter of fiscal
2007
was $33,685, or $0.00494 per fully diluted share, as compared to a net loss
of
$(160,190), or $(0.00943) per fully diluted share in the second quarter of
fiscal 2006, a year-over-year gain of $193,875, or $0.01437 per fully diluted
share.
Six
Months Ended March 31, 2007 Compared to Six Months Ended March 31,
2006
Revenue.
Revenue
for the six months ended March 31, 2007 was $35,031,459, as compared to
$37,572,917 for the same period of fiscal 2006, a year-over-year decrease
of
$2,541,458, or 6.8%. The lower level of revenue primarily reflected a net
year-over-year decline in shipping activity by existing customers as the
generally weaker dollar has hampered the level of imports to a greater extent
than it has benefited exports.
Forwarding
Expense. For
the
six months ended March 31, 2007, forwarding expense was $31,144,581, as compared
to $33,759,593 for the same period of fiscal 2006, a year-over-year decrease
of
$2,615,012, or 7.7%. The percentage decrease was somewhat greater than the
decrease in revenue for the six months ended March 31, 2007 as compared to
2006,
resulting in forwarding expense as a percentage of revenue declining marginally
to 88.90% as compared to the year-earlier 89.85%.
Selling,
General and Administrative Expense. For
the
six-month periods ended March 31, 2007
and
2006, selling, general and administrative expenses were $3,755,243 (10.72%)
and
$3,625,156 (9.65%), respectively. This represents a year-over-year increase
of
$130,087, or 3.6%. The year-over-year dollar increase in SG&A resulted from
a general increase in accounting, legal and investor relations expenses.
Income
Before Taxes. Janel
reported income before taxes of $156,216 for the six months ended March 31,
2007
as compared to a loss before taxes of $(31,821) for the six months ended
March
31, 2006, an increase of $188,037 year-over-year. The absence of stock-based
compensation expense included in the first six months of fiscal 2006 ($226,180)
but not in the first six months of fiscal 2007 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 available to common shareholders for the six months ended
March 31, 2007 of $85,883, or $0.00493 per diluted share, up $157,418 as
compared to a net loss available to common shareholders of $(71,535), or
$(0.00424) per diluted share, for the six months ended March 31, 2006.
5
Liquidity
and Capital Resources
Janel’s
ability to meet its liquidity requirements, which include satisfying its
debt
obligations, funding working capital, day-to-day operating expenses and capital
expenditures depends upon its future performance, which is subject to general
economic conditions and other factors, some of which are beyond its control.
As
of March 31, 2007, Janel’s net working capital (total current assets less total
current liabilities) was $4,140,306, an increase of $531,625, or 14.7% as
compared to the company’s prior fiscal year-end on September 30,
2006.
At
March
31, 2007, cash and cash equivalents increased by $1,020,912, or 76.1%, to
$2,362,864 from $1,341,952 at September 30, 2006. For the six months ended
March
31, 2007, Janel’s principal generators of cash were a decrease in accounts
receivable and increase in accounts payable yielding an approximate combined
$445,000 along with the sale of convertible preferred stock during the period
which yielded net proceeds of approximately $464,000.
In
July
2005, Janel decreased its line of credit from $3,000,000 to $1,500,000, because
its cash flow is adequate for financing its receivables, and it obtained
a
reduced interest rate. At March 31,
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.
On
January 10, 2007, Janel sold an aggregate of 1,000,000 shares of Class A
Convertible Preferred Stock to an institutional investor for an aggregate
purchase price of $500,000. A discussion of this transaction is set forth
in the
company’s Form 8-K Report filed January 17, 2007.
Management
believes that anticipated cash flow, and 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
detailed below under “Current Outlook.” To successfully execute various of these
growth strategy elements in the coming months, the company will need to secure
additional financing estimated at up to $10,000,000. There is no assurance
either 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.
6
Based
upon the results for the fiscal year ended September 30, 2006, the first
six
months of fiscal 2007, and its current operations, 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.
In
addition, Janel is progressing with the implementation of its business plan
and
strategy to grow its revenue and profitability for fiscal 2007 and beyond
through other avenues. The company’s strategy for growth includes plans to: open
additional branch offices domestically and/or outside the continental United
States; 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 focus on
containing current and prospective overhead and operating expenses, particularly
with regard to the efficient integration of any additional offices or
acquisitions.
Should
there be an expansion of the global economy and/or a stabilization or
strengthening of the U.S. dollar positively affecting domestic imports, the
company believes that gross revenue for fiscal 2007 will be commensurately
more
in line with its gross revenue for fiscal 2006. In addition, the company
expects
its full year profitability in fiscal 2007 to continue to show a year-over-year
increase as compared to its fiscal 2006 results.
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.
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.
7
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.
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.”
8
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.
PART
II -
OTHER INFORMATION
Item
1. Legal Proceedings.
Not
applicable.
9
Item
2. Unregistered Sale of Equity Securities and Use of
Proceeds.
(a) Information
regarding an unregistered sale of equity securities by the Company on January
10, 2007 is set forth in the Company’s Form 8-K Report filed January 17,
2007.
(c)
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 (January
1, 2007 –
January 31,
2007)
|
20,000
|
.45
|
20,000
|
263,000
|
|||||||||
Month
#2 (February 1, 2007 –
February
28, 2007)
|
-0-
|
0
|
0
|
263,000
|
|||||||||
Month
#3 (March 1, 2007 –
March 31,
2007
|
20,000
|
.507
|
20,000
|
243,000
|
|||||||||
Total
|
40,000
|
.4785
|
40,000
|
243,000
|
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 March 31, 2007.
10
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 filed a report on Form 8-K during the second fiscal quarter ended
March
31, 2007 on January 17, 2007.
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.
May
15,
2007
JANEL
WORLD TRADE, LTD.
|
||
|
|
|
By: | /s/ James N. Jannello | |
Chief Executive Officer |
11