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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
(Mark One)
___ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
OR
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
COMMISSION FILE NUMBER 0-2918
ARAMEX INTERNATIONAL LIMITED
(Exact name of registrant as specified in its charter)
ARAMEX INTERNATIONAL LIMITED
(Translation of Registrant's name into English)
BERMUDA
(Jurisdiction of incorporation or organization)
P.O. Box 3371
Amman, 11181, Jordan
(Mailing Address)
2 BADR SHAKER ALSAYYAB STREET
UM UTHAYNA, AMMAN, JORDAN
(Address of principal executive offices)
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Securities registered or to be registered pursuant to Section 12(b) of the Act.
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Title of each class Name of each exchange on which registered
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COMMON STOCK, U.S. $0.01 PAR VALUE NASDAQ
Securities registered or to be registered pursuant to Section 12(g) of the Act.
(Title of Class)
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Securities for which there is a reporting obligation pursuant
to Section 15(d) of the Act.
(Title of Class)
COMMON STOCK, U.S. $0.01 PAR VALUE
Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the annual
report.
COMMON STOCK, U.S.$0.01 PAR VALUE..............................4,429,688 SHARES
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
Indicate by check mark which financial statement item the registrant has elected
to follow.
Item 17 Item 18 X
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TABLE OF CONTENTS
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PART I
ITEM 1. DESCRIPTION OF BUSINESS..........................................................1
THE COMPANY......................................................................1
PRODUCTS AND SERVICES............................................................4
CUSTOMERS........................................................................5
SEASONALITY......................................................................6
COMPETITION......................................................................6
EMPLOYEES........................................................................6
GOVERNMENT REGULATION............................................................7
ITEM 2. DESCRIPTION OF PROPERTY..........................................................7
ITEM 3. LEGAL PROCEEDINGS................................................................7
ITEM 4. CONTROL OF REGISTRANT............................................................7
ITEM 5. NATURE OF TRADING MARKET.........................................................9
ITEM 6. EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING SECURITY HOLDERS...............9
ITEM 7. TAXATION........................................................................10
ITEM 8. SELECTED FINANCIAL DATA.........................................................10
ITEM 9. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS......................................................................11
OVERVIEW........................................................................11
RECENT EVENTS...................................................................14
RESULTS OF OPERATIONS...........................................................14
GEOGRAPHIC BREAKDOWN OF REVENUES................................................17
UNAUDITED SELECTED QUARTERLY RESULTS OF OPERATIONS..............................18
LIQUIDITY AND CAPITAL RESOURCES.................................................19
EFFECTIVE CORPORATE TAX RATES...................................................20
IMPACT OF INFLATION AND CURRENCY FLUCTUATIONS...................................21
IMPACT OF YEAR 2000.............................................................21
FACTORS THAT COULD AFFECT OPERATING RESULTS.....................................21
ITEM 10. DIRECTORS, OFFICERS AND KEY EMPLOYEES OF REGISTRANT.............................25
ITEM 11. COMPENSATION OF DIRECTORS, OFFICERS AND KEY EMPLOYEES...........................26
ITEM 12. OPTIONS TO PURCHASE SECURITIES FROM REGISTRANT OR SUBSIDIARIES..................26
ITEM 13. INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS..................................27
PART II
ITEM 14. DESCRIPTION OF SECURITIES TO BE REGISTERED......................................29
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PART III
ITEM 15. DEFAULTS UPON SENIOR SECURITIES.................................................29
ITEM 16. CHANGES IN SECURITIES AND CHANGES IN SECURITY FOR REGISTERED SECURITIES.........29
PART IV
ITEM 17. FINANCIAL STATEMENTS............................................................29
ITEM 18. FINANCIAL STATEMENTS............................................................29
ITEM 19. FINANCIAL STATEMENTS AND EXHIBITS...............................................30
SIGNATURES......................................................................31
Index To Financial Statements................................................................F-1
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
THE COMPANY
Aramex is a leading provider of express package delivery, freight
forwarding and other transportation services primarily to, from and within the
Middle East and the Indian Sub-Continent. Since its founding in 1982, the
Company has expanded its station/office network to include 95 locations in 32
countries with approximately 1,400 employees as of April 1, 1998. The Company
also holds a majority interest in a direct marketing and mail order business,
Middle East Direct Marketing ("MED"). From 1995 to 1997, the Company's total
revenues increased from $43.6 million to $66.3 million and net income grew from
$1.5 million to $3.1 million, respectively.
The Company provides its services from its main hubs in Dubai (UAE),
London, New York and Amman (Jordan). The Company believes that it has
established itself as one of the leading transportation service companies in the
Middle East because of its ability to provide a wide array of transportation
solutions to its clients, its local market knowledge, reputation for quality
service, and its expansive station network. In addition, the Company made the
strategic decision not to own nor operate aircraft, permitting it to place no
restrictions on delivery schedules or shipment size or weight, thereby adding to
its ability to serve its clients.
Historically, the majority of the Company's business has been derived
from its express package delivery operations. These express operations, combined
with its station network, has provided the Company with a solid foundation for
the development of additional revenue sources. Each Aramex station is divided
into teams specialized in cross marketing multiple services to industry-specific
segments in their local market. Since each team targets one or more industry
segments in its local market, it can develop and offer customized solutions for
their clients where appropriate. The Company is a founding member of the
Overseas Express Carriers Network (the "OEC") along with Airborne Freight
Corporation ("Airborne"), the parent of Airborne Express, the third largest
domestic air express delivery carrier in the United States and a 6.88%
shareholder in the Company. The OEC is a global alliance among certain leading
independent express companies that functions as a worldwide delivery network for
its members. For tracking and tracing of its express shipments worldwide, the
Company utilizes the FOCUS tracking system which is owned and operated by
Airborne. The Company also intends to continue to make significant investments
in technology systems to provide a strong platform for enhanced service and
future growth.
The Company believes that current and forecasted economic growth for
the Middle East should result in an increase in demand for its services.
According to Boeing Commercial Airplane Group ("Boeing") in its 1996/1997 World
Air Cargo Forecast, it has been estimated that real gross domestic product
("GDP") for the Middle East will grow at approximately 3.5% per year to $740
billion by 2015. Because of its strategic location at the crossroads of Asia,
Europe, and Africa, the Middle East is becoming a major center for world air
freight distribution. It was reported by Boeing that, in early 1996, total air
traffic through Dubai, where the Company operates one of its major hubs,
increased 23% and transshipments increased 41% from 1995, respectively. As a
result of its expansive station network and its local market knowledge, the
Company believes it is well positioned to benefit from the economic growth
forecasted for the Middle East which should result in an increased demand for
express, freight forwarding and regional trucking and logistics services.
<PAGE>
The Company's growth strategy includes the following key elements:
Expand Market Geographic Presence - The Company is
implementing a strategy focused on expanding its geographic presence
and market in the Middle East, the Indian Sub-Continent, and other
contiguous emerging markets. Most of these emerging markets are
characterized by large populations and growing economies which are
liberalizing and opening their markets to local and foreign investment.
By expanding its distribution network in these regions, the Company's
management believes it can (i) enhance its regional market and
presence; (ii) expand its customer base; and (iii) reduce its
geographic revenue concentration.
Provide Total Transportation Solutions - The Company plans to
continue to capitalize on its reputation as a quality service provider
of total transportation solutions in its markets. A large part of this
strategy involves the continued development by the Company of
customized solutions for its clients in the areas of (i) logistics
management; (ii) multi-modal regional transportation and distribution
(offering the options of express air freight, air freight forwarding,
and ground distribution); (iii) inventory management; and (iv) local
warehousing. The Company's "One Stop Shop" approach is designed to
provide its customers within a total solution for their everyday
transportation needs.
Continue Emphasis on Technology - The Company continues to
make significant investments in technology as a vehicle to enhance
service, increase sales and foster growth. The Company believes that
continuing improvements in its communications network and information
systems, such as linking all of the Company's offices via a on-line,
real time communications network and the ability of customers to have
direct connectivity to the Aramex network, will yield continued
improvements in operations and customer service and improve the
Company's results of operations.
Market its Services through Aramex Teams - The Company plans
to continue to market its services through cross functional
personalized customer teams which possess the marketing skills, local
market knowledge, service expertise and industry experience necessary
to identify and effectively address individual client's transportation
needs at each of its stations. This strategy provides each station with
the flexibility and independence necessary to customize operations and
solutions for the needs of local customers.
Grow Through Strategic Alliances and Acquisitions - The
Company has established strategic relationships with a variety of
industry participants through its participation in the OEC and through
its agency, sponsorship and joint venture partners. The Company plans
to continue to pursue strategic alliances and may acquire complimentary
businesses in order to expand the distribution of its services,
maximize penetration in new and existing geographic markets, expand the
range of commercial services based upon its technology and
infrastructure and increase name recognition.
The Company's mailing address is P.O. Box 960913, Amman, 11196
Jordan and its principal executive office is located at 2 Badr Shaker
Alsayyab Street, Um Uthayna, Amman, Jordan and the Company's telephone
number is 962-6-5522192.
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Aramex Stations and Service Providers/Agents
<TABLE>
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Country Principal Station Other Significant Offices
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Bahrain Manama
Bangladesh Dhaka
Bulgaria Sofia
Canada Montreal
Cyprus Nicosia Larnaca, Limassol
Egypt Cairo Main Office Cairo Down Town, 10th of Ramadan,
Alexandria, Heliopolis
Ethiopia Addis Adaba
France Paris
Greece Athens Thessaloniki
Hong Kong Hong Kong
India(1) Bombay Bangalore, Calcutta, Delhi,
Hyderbad, Madras
Iran Tehran
Iraq Baghdad
Israel Jerusalem
Jordan Amman Aqaba, Irbid, Sahab
Kuwait Kuwait
Lebanon Beirut Ain Mreisseh, Jounieh
Libya Tripoli
Oman Muscat
Pakistan Karachi Islamabad, Lahore
Palestinian National Authority Nabulus Ramallah, Gaza, East Jerusalem
Qatar Doha
Saudi Arabia Jeddah, Riyadh Dhahran
Sri Lanka Colombo
Sudan Khartoum
Switzerland Geneva
Syria Damascus Latakia, Homs, Aleppo, Hama,
Tartous
Turkey Istanbul Ankara, Izmir
United Arab Emirates Dubai, Abu Dhabi Fujeirah, Al Ain, Jebel Ali
United Kingdom London
United States New York,
Washington D.C.
Houston
Uzbekistan Samarkand Tashkent
Yemen Sana'a Aden
</TABLE>
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(1) Excludes 23 other stations.
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PRODUCTS AND SERVICES
International Express Delivery Service. Express shipments consist of
small packages, typically ranging in weight up to 110 pounds with time-sensitive
delivery requirements. The Company offers its express delivery services on an
international basis to both retail and wholesale express accounts and offers its
customers the ability to track their shipments on the world wide web through the
Company's web site (www.aramex.com). At December 31, 1997, the Company had
approximately 20,000 retail express accounts and 650 wholesale express accounts.
In order to satisfy the customer's need for rapid tracing of express
shipments, the Company provides, through the FOCUS system, an instantaneous
worldwide on-line system linking all the Company's offices. Express customers
pay a premium for the level of service provided for deliveries, especially on
international shipments.
The Company believes that the express business will experience its most
significant growth through its retail customers as a result of the Company's
aggressive marketing of this business in an effort to generate additional
revenue and improved margins. Retail express customers include trading
companies, pharmaceutical companies, banks, service and information companies
and manufacturing and regional distribution companies, and are not concentrated
in any one industry. Revenues from retail accounts were $20.6 million (or 31.1%
of total revenues), 16.1 million (or 30.9% of total revenues) and $13.7 million
(or 31.4% of total revenues) for 1997, 1996 and 1995, respectively.
Wholesale customers consist primarily of express delivery companies
(such as Airborne Express, Emery, Purolator Canada, United Parcel Service of
America, Inc.), which originate express packages that have a Middle Eastern
destination and require Aramex's network in the region to deliver their
shipments. The end-user remains a customer of Aramex's wholesale client. Based
upon its knowledge of the Middle East market, management believes that the
Company is the leading independent wholesaler to the Middle East. Revenues from
wholesale accounts were $15.0 million (or 22.6% of total revenues), $14.7
million (or 28% of total revenues) and $11.8 million (or 27.1% of total
revenues) for 1997, 1996 and 1995, respectively.
The Company is a founding member of the OEC, which is a global alliance
among certain leading or independent express companies that functions as a
worldwide delivery network for its members. The OEC sets rates for deliveries by
members in each of the member markets and establishes standards for service and
performance. OEC members, who each have valuable knowledge of their respective
markets, conduct joint marketing efforts and participate in committees that meet
periodically to address the operations of the network as a whole. The OEC in
aggregate employs more than 30,000 people in 230 countries.
The Aramex express business, especially with the increasing strength of
the retail portion, serves as a foundation for the development of additional
revenue sources. The retail express customer often becomes a freight forwarding
or customized special services customer. The Company can also market services
such as its Shop the World Direct catalog centers to its express customer base.
Freight Forwarding. The Company offers a wide range of freight
forwarding services, including air and ocean freight forwarding consolidation,
warehousing, customs clearance and breakbulk services. Aramex provides full
"door to door" service from, to and within the Middle East and the Indian
Sub-Continent. A significant portion of the Company's freight forwarding
business involves consignee sales (imports) and, to a lesser extent exports.
Freight forwarding shipments typically have gross weights in excess of 50
kilograms, often require more handling and are normally less time-sensitive than
express shipments.
Aramex launched its freight forwarding business in 1987 at selected
stations and in 1993 at every Aramex station. Revenues from the Company's
freight forwarding operations were $21.7 million (or 32.7% of total revenues),
$15.2 million (or 29.1% of total revenues and $14.3 million (or 32.8% of total
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revenues) for 1997, 1996 and 1995, respectively. Whereas express shipments in
the Aramex network virtually always pass through one of its four international
hubs (Dubai, London, New York, Amman), cargo shipments are routed direct from
sender to destination by way of the commercial carrier routing that is best
suited to the size, weight and time sensitivity of the shipment.
The Company continues to expand its ground transportation network for
small parcels and fast-moving consumer goods in the region, servicing what the
Company perceives to be a highly underdeveloped market. The Company has launched
a trucking route linking Dubai in the UAE and Muscat in Oman and recently
launched a trucking route linking Dubai with Riyadh in Saudi Arabia. The Company
plans to add additional trucking routes linking major cities in the Gulf. The
Company does not own the trucks used in connection with its freight forwarding
transportation services, but rather wet leases them on an as needed basis. In
developing a parcel shuttle service linking the main cities in the Middle East,
Aramex expects to lower the cost of linehauling by reducing air freight movement
and thereby offering customers the option of deferred service at lower prices.
This service is an extension of Aramex's logistics management service.
Management believes the addition of such complementary businesses should help
strengthen the core business of Aramex.
Domestic Express Delivery Services. The Company has developed an
extensive network for the delivery of small parcels and has the capability to
pick-up and deliver shipments from city to city in every country in which it
operates, thereby satisfying customers' local distribution and information
needs. Customers for these services typically include local distributors,
pharmaceutical companies, banks and a TV home shopping network. Domestic express
revenues accounted for $4.0 million (or 6.0% of total revenues), $2.9 million
(or 5.5% of total revenues), and $2.0 million (or 4.6% of total revenues) 1997,
1996 and 1995, respectively.
Shop the World Direct Catalog Centers (MED). In January 1996, the
Company formally introduced MED, a direct marketing and mail order catalog
service, at certain stations in the Middle East. MED assists customers in
selecting, ordering and delivering a broad variety of merchandise from the
catalogs of retail and mail order companies based principally in the United
States and Europe. Customers may place orders directly at MED locations or over
the telephone by calling the Company's customer service representatives. The
Company takes delivery of all orders at airport locations in New York City and
London (UK) and then delivers the product to the customer. The Company offers a
limited guarantee on each purchase.
The Company developed MED in response to Middle Eastern client requests
to receive goods marketed through foreign catalogs. MED generates shipments of
parcels throughout the Company's network in the Middle East, provides the
Company with a platform by which it can cross-market its services and increase
name recognition to an expanded customer base, and provides the Company with an
additional source of revenue. The Company receives a commission on each MED
product sale and generates shipping revenue on the delivery of the product to
the customer. Revenue generated from such sales by MED accounted for $1.8
million (or 2.8% of total revenue) and $1.1 million or (2.1% of total revenue)
for 1997 and 1996, respectively.
The Company operates MED centers in Jordan, Kuwait, Egypt, Lebanon,
Qatar, Bahrain and the United Arab Emirates. The Company plans to open three
additional MED offices in Saudi Arabia in April 1998. At December 31, 1997, MED
had exclusive Middle East rights to sell and distribute products offered by
approximately 12 catalogs including J.C. Penney, Littlewoods (UK), Brooks
Brothers, Sundance, The Self Care Catalog, Bullocks and Jones and others in the
Middle East (with the exception of Saudi Arabia, Kuwait and the Gulf States in
the case of J.C.
Penney).
CUSTOMERS
Aramex has a diverse customer base, totaling over 20,500 accounts
during 1997, which spans a broad geographic area mainly in the Middle East,
Europe and North America and includes companies in a wide range of industries.
Its customers, both retail and wholesale, are also diverse in terms of their
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service needs. The Company's customers are not concentrated in any one
particular industry but typical customers include trading companies,
pharmaceutical companies, banks, service and information companies,
manufacturing and regional distribution companies and express companies. The
broad range of services which the Company offers has developed in response to
the growing diversity of its customers. Aramex customers make increasing use of
the high value-added services provided by Aramex, from reliable express services
to cost effective door-to-door air freight forwarding to customized special
services.
Aramex has both retail and wholesale customers. Retail customers, i.e.,
those who are serviced and billed directly by Aramex, include both express and
freight forwarding accounts. Wholesale customers consist primarily of express
accounts. The Company is dependent upon its relationships with Airborne Express,
which is a wholesale customer of the Company and whose parent is a shareholder
of the Company. None of the Company's retail customers accounted for more than
5% of express revenues, and none of its freight customers accounted for more
than 5% of freight revenues for the years ended 1996 and 1997, respectively.
SEASONALITY
The Company's business is seasonal in nature. Historically, the Company
experiences a decrease in demand for its services during the first and third
quarter, the post-winter holiday and summer vacation seasons. The Company
traditionally experiences its highest volume in the fourth quarter due to the
holiday season. The seasonality of the Company's sales may cause a variation in
its quarterly operating results and a significant decrease in second or fourth
quarter revenues may have an adverse effect on the Company's results of
operations for that fiscal year. However, local Middle East holidays vary on a
year to year basis and, as a result, the Company's seasonality may shift over
time.
COMPETITION
The express and freight forwarding industry is highly competitive. The
principal competitive factors within the express and freight forwarding industry
include price, frequency and capacity of scheduled service, extent of geographic
coverage and reliability. Many of the Company's competitors have well
established reputations and possess substantially greater financial, marketing,
personnel and other resources than the Company. The Company's principal express
competitors are DHL Worldwide Express, Federal Express Corporation and TNT
Express, Inc. The Company's principal freight forwarding competitors are Air
Express International Corporation, Expeditors International of Washington, Inc.
and MSAS Cargo International Ltd. In addition, the Company competes against
other express and freight forwarding companies, such as United Parcel Service of
America, Inc., which are establishing or broadening their presence in the Middle
Eastern express and freight forwarding markets. The Company competes primarily
by seeking to offer customers a wide range of distinct delivery and
transportation services, competitive pricing, a high level of service and
on-time delivery. The Company believes its competitive position is enhanced by
(i) its strategy of becoming a "One Stop" solution provider for its clients
transportation needs; (ii) its knowledge of the Middle East based upon its 16
year presence in the region; (iii) its decentralized operation and team approach
which allows local management to maximize its resources and customize operations
to the needs of local customers; (iv) its strong management team; and (v) its
emphasis on operating cost controls.
EMPLOYEES
As of April 1, 1998, the Company had 1,417 employees with 270 in
administration, 689 in operations and 458 in service and sales. The Company also
uses temporary employees as necessary. The Company's future success will depend,
in part, on its ability to attract, retain and motivate qualified personnel. The
Company believes that relations with its employees are satisfactory. None of the
Company's employees are covered by labor contracts or other collective
bargaining agreements. However, certain of the Company's subsidiaries are
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required by the labor law of each related country to provide indemnity payment
upon termination of relationships with their employees. The benefit accrues to
employees on a pro rata basis during their employment period and is based on
each employee's current salary.
GOVERNMENT REGULATION
The Company's operations require and will require various licenses,
permits and approvals in each jurisdiction where it operates. The loss or
revocation of any existing licenses, permits or approvals or the failure to
obtain any necessary licenses, permits or approvals in new jurisdictions where
the Company intends to do business would have an adverse effect on the ability
of the Company to conduct its business and/or on its ability to expand into such
jurisdictions. Authorization to commence operations will be required in each
country in which the Company intends to operate. No assurance can be given that
the Company will obtain such authorization, licenses or necessary approvals. In
addition, countries in which the Company wishes to operate may have regulatory
systems that impose other impediments on the Company's operations. There can be
no assurance that such restrictions will not have a material adverse affect on
the Company's expansion plans or results of operations.
ITEM 2. DESCRIPTION OF PROPERTY
The Company's principal executive offices are located at Amman, Jordan.
Such offices are leased by the Company under a one year lease, renewable
annually, commencing January 1996, for approximately 12,916.8 square feet of
office space. Effective January 1, 1998, annual rent payments under the lease
are approximately $106,000. The Company is considering the acquisition of this
facility.
The Company also leases 53 other facilities aggregating approximately
117,844 square feet of office space in 16 countries. The terms of such leases
range from one to six years with the last lease to expire in December 2002. The
aggregate annual rental under such leases is approximately $1.2 million for
1997.
The Company believes its existing facilities are adequate to meet
current needs and it does not anticipate any difficulty in negotiating renewals
as leases expire or in finding other satisfactory space if existing facilities
become unavailable. However, to effectuate the Company's expansion plans, the
Company will have to service additional facilities. There can be no assurance
that the Company will be able to secure such facilities on acceptable terms, if
at all.
ITEM 3. LEGAL PROCEEDINGS
In September 1995, an action was brought in the U.S. District Court,
Central District, California, by a station manager against a subsidiary of the
Company, claiming compensatory damages of not less than $1 million, punitive
damages, attorney's fees and equitable and injunctive relief. The Company
believes it has meritorious defenses to the claim, is defending the action and
has filed a counterclaim. In March 1996, the Court dismissed most of the
Plaintiff's claims. Of the 11 claims originally alleged, the only claim granted
was for an accounting. The only claims remaining are the Company's counterclaims
and a trial date of June 30, 1998 has been set for the Company's counterclaims.
The parties are currently engaged in settlement discussions, although there can
be no assurance that the Company will reach a settlement on favorable terms, if
at all. However, management believes this action should not have a material
adverse effect on the financial position of results of operation of the Company.
In addition, the Company may be involved in various legal proceedings
arising in the ordinary course of its business. In the opinion of management,
the outcome of such proceedings will not have a material adverse effect on the
Company's operations.
ITEM 4. CONTROL OF REGISTRANT
The Company is not controlled or owned by another corporation or
foreign government. The following table sets forth information as of March 25,
1998 with respect: (i) to each person known to the Company to own more than 10%
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of the Company's Common Stock, and (ii) the total amount of voting stock of the
Company beneficially owned by officers and directors as a group.
<TABLE>
<CAPTION>
Identity of Person Number of Shares of Common Stock Percentage of Shares of Common
Or Group Beneficially Owned Stock Beneficially Owned
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<S> <C> <C>
William S. Kingson/(1)/ 1,588,500 35.07%
Fadi Ghandour/(2)/ 1,587,500 35.05%
Rula Ghandour/(3)/ 1,587,500 35.05%
All directors, officers and key employees
as a group (13 persons)/1//2//3/ 3,183,800 68.77%
</TABLE>
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(1) Includes 100,000 shares of Common Stock issuable upon exercise of
incentive stock options held by Mr. Kingson having an initial exercise
price of $7.70, which expire 50% in January 2002 and 50% in July 2002.
(2) Includes (a) 743,750 shares of Common Stock owned by Mr. Fadi
Ghandour's spouse, Ms. Rula Ghandour and (b) 100,000 shares of Common
Stock issuable upon exercise of non-qualified options held by Mr.
Ghandour having an exercise price of $7.00, which expire 50% in January
2007 and 50% in July 2007.
(3) Includes (a) 100,000 shares of Common stock issuable upon exercise of
non-qualified options held by Mr. Ghandour having an exercise price of
$7.00, which expire 50% in January 2007 and 505 in July 2007 and (b)
743,750 shares of Common Stock held of record by Ms. Ghandour's spouse,
Mr. Fadi Ghandour.
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ITEM 5. NATURE OF TRADING MARKET
The Company's Common Stock has been listed for trading on the Nasdaq
National Market since January 13, 1997. The symbol for the Company's Common
Stock on the Nasdaq National Market is "ARMXF." The Common Stock is not listed
for trading on an exchange or other market outside the United States. The
Company has been advised, however, that a market for the shares has been
developed on the Stuttgart Stock Exchange in Germany.
Of the 4,429,688 shares of the Company's Common Stock outstanding,
1,150,000 shares are freely tradeable without further restriction or further
registration under the Securities Act of 1933 (the "Securities Act"), unless
purchased by affiliates of the Company as that term is defined under the
Securities Act. The remaining 3,279,688 shares of Common Stock outstanding are
"restricted securities," as that term is defined by Rule 144 of the Securities
Act and may only be sold in the public market if the shares are registered under
the Securities Act or if the shares qualify for an exemption from registration
under Rule 144.
The following table sets forth, for the period beginning January 13,
1997 (the date that the Company's Common Stock first traded) and ending March
31, 1998, the high and low closing prices as traded on the Nasdaq National
Market System.
Year Ending December 31, 1997 High Low
---- ---
First Quarter $ 9.44 $ 7.88
Second Quarter $ 9.75 $ 8.88
Third Quarter $17.13 $ 9.25
Fourth Quarter $15.88 $13.50
Year Ending December 31, 1998
First Quarter $14.88 $12.25
As of March 25, 1998, there were 39 record holders of the Company's
Common Stock, 32 of whom, holding of record approximately 66% of the outstanding
Common Stock, had registered addresses in the United States.
ITEM 6. EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING SECURITY HOLDERS
The Company does not believe there are any decrees or regulations under
the laws of Bermuda applicable to it restricting the import or export of capital
or affecting the remittance of dividends or other payments to nonresident
holders of the Company's Common Stock.
There are no restrictions under the Company's Bye-Laws or Memorandum of
Association or under Bermuda law as currently in effect that limit the right of
nonresident owners to hold or vote the Company's Common Stock or to receive
dividends thereon. The permission of the Bermuda Monetary Authority is required
before shares of the Company's Common Stock can be transferred or issued to
persons who are resident in Bermuda for exchange control purposes.
The Company is organized under the laws of Bermuda and is headquartered
in Jordan. There is uncertainty as to whether the Courts of Bermuda or Jordan
would (i) enforce judgments of United States Courts obtained against the Company
or its directors and officers predicated upon the civil liability provisions of
the federal securities laws of the United States or (ii) entertain original
actions brought in Bermuda Courts against the Company or such persons predicated
upon the federal securities laws of the United States. There is no treaty in
effect between the United States and Bermuda providing for such enforcement.
9
<PAGE>
ITEM 7. TAXATION
The Company is organized under the laws of Bermuda. At the present
time, there is no Bermuda income on profits tax, withholding tax, capital gains
tax, capital transfer tax, estate duty or inheritance tax payable by United
States shareholders of the Company, other than shareholders ordinarily present
in Bermuda. There is currently no reciprocal tax treaty between Bermuda and the
United States regarding withholding.
ITEM 8. SELECTED FINANCIAL DATA
The following table summarizes selected consolidated financial data and
operating information of the Company drawn from the Company's audited financial
statements.
The following selected consolidated financial data as of December 31,
1996 and 1997 and for the years ended December 31, 1995, 1996 and 1997 have been
derived from the Company's audited Consolidated Financial Statements included
elsewhere herein. The selected consolidated financial data as of December 31,
1994 and 1995 and for the year ended December 31, 1994 have been derived from
audited historical consolidated financial statements of the Company covering
those periods. The selected consolidated financial data as of and for the year
ended December 31, 1993 have been derived from unaudited consolidated financial
statements of the Company which, in the opinion of management, include all
adjustments (consisting of normal recurring adjustments) necessary to fairly
present such data. The information should be read in conjunction with the
Consolidated Financial Statements and Notes and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" appearing elsewhere
in this Report.
The Company's Consolidated Financial Statements have been prepared in
accordance with international accounting standards, which, for purposes of the
Company's financial statements, are substantially consistent with U.S. GAAP.
10
<PAGE>
<TABLE>
<CAPTION>
(In Thousands of U.S. Dollars Except for Shares and Per Share Data) (Year Ended December 31)
1993 1994 1995 1996 1997
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
STATEMENT OF INCOME DATA:
Revenues:
International Express $ 19,802 $ 22,349 $ 25,491 $ 30,798 $ 36,556
Freight Forwarding 6,544 13,104 14,306 15,186 21,697
Domestic Express(1) 833 1,291 2,007 2,880 3,967
MED -- -- -- 1,078 1,833
Other (2) 1,635 1,385 1,798 2,333 2,277
Total revenues 28,814 38,129 43,602 52,275 66,330
Shipping costs 13,676 19,992 23,045 28,080 35,471
Gross profit 15,138 18,137 20,557 24,195 30,859
Operating expenses 6,099 6,877 7,986 9,796 10,682
Selling, general and
administrative expenses 7,885 10,232 10,664 12,003 17,278
Operative income 1,154 1,028 1,907 2,396 2,899
Interest income -- -- -- -- 365
Interest expense (4) (46) (61) (102) (65)
Gain (loss) on sale of fixed assets 7 (4) (1) 14 (44)
Exchange gain (loss) (182) (55) 31 (13) (37)
Other income (loss) (200) (123) 69 71 142
Income before income taxes 775 800 1,945 2,366 3,260
Provision for income taxes (56) (227) (266) (157) (170)
Minority interests (633) (278) (157) (162) 31
Net income $86 $295 $1,522 $2,047 $3,121
Earnings per common share
Basic $0.03 $0.09 $0.49 $0.64 $0.71
Diluted $0.03 $0.09 $0.49 $0.64 $0.69
Weighted average common shares
outstanding
Basic 3,125,000 3,125,000 3,125,000 3,184,939 4,396,811
Diluted 3,125,000 3,125,000 3,125,000 3,184,939 4,523,047
Cash Dividends Per Share Declared -- -- -- -- --
--------- --------- --------- --------- ---------
BALANCE SHEET DATA:
Working capital $2,239 $1,915 $2,867 $6,650 $13,596
Total assets 10,297 13,178 14,344 19,372 30,704
Total liabilities 6,908 9,715 9,649 10,463 12,960
Total Shareholders equity $2,612 $2,889 $4,404 $8,653 $16,759
</TABLE>
- ----------
(1) Domestic express revenues are derived from the intracountry delivery of
packages, primarily by ground transportation.
(2) Other revenue derived from the Company's remail and special services.
ITEM 9. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Overview
General. Aramex is a leading provider of express package delivery,
freight forwarding and other transportation services primarily to, from and
within the Middle East and the Indian Sub-Continent. Since its founding in 1982,
the Company has expanded its station/office network to include 95 locations in
32 countries. From 1995 to 1997, the Company's total revenues increased from
$43.6 million to $66.3 million and net income increased from $1.5
11
<PAGE>
million to $3.1 million, respectively. The Company provides its services from
its main hubs in Dubai (UAE), London, New York and Amman (Jordan). The Company
also holds a majority interest in a direct marketing and mail order business,
Middle East Direct Marketing ("MED").
International express revenues are derived from the Company's
international express parcel delivery service. Freight forwarding revenues are
derived from the Company's freight forwarding services, including air and ocean
freight forwarding consolidation, warehousing, customs clearance and breakbulk
services. Domestic express revenues are derived from the Company's intra-country
delivery services. MED revenues are derived from the Company's direct marketing
and mail order catalog service. Other revenues are derived from the Company's
other special services, including airline ticketing, remail, travel and other
corporate services. The Company recognizes revenues when shipments are
completed. For "door to door" shipments revenues are recognized upon delivery of
freight at the destination. For other shipments, revenues are recognized upon
delivery of freight to the air carrier, at which time the revenue process is
completed. In 1997, 80% of the Company's total revenues were derived from
currencies that are tied to the U.S. Dollar.
As a non-asset based provider of transportation services, the Company's
"cost of services" consists of purchased transportation on the most
cost-effective and reliable mode of transportation available. Therefore,
shipping costs include linehaul expenses, distribution expenses, inbound costs
and freight forwarding and related expenses, the latter constituting the largest
component of direct costs. The Company's operating expenses are primarily the
expenses of the Company's stations and include salaries and fringe benefits,
communication, travel expenses, vehicle expenses, operating material,
depreciation expense, office rent and utilities, printing and stationery,
maintenance expenses, governmental fees and uniform expenses. The Company's
operating expenses also include expenses of the Company's General Services
Office ("GSO"), which is located in Amman, Jordan and oversees all shipments
throughout the Company's distribution network and charges local stations.
Selling, general and administrative expenses include executive salaries,
corporate overhead at the GSO and selling and marketing expenses for the Company
as a whole.
During 1997, the Company expended significant financial and management
resources to expand its station network and its menu of product offerings. The
Company opened three additional stations in the Palestinian Territories and made
significant staff additions in the Palestinian Territories, Jordan and UAE. In
addition, the Company invested significantly in Saudi Arabia in 1997 by making
improvements to its stations, purchasing additional equipment and adding an
additional 105 employees to its three main stations located in Jeddah, Riyadh
and Dhahran. Although the Company's expenditures in Saudi Arabia negatively
impacted the Company's margins and therefore overall profitability for 1997, the
Company's Saudi Arabian operations started to contribute positively to its
operating income during the fourth quarter of 1997. The Company believes that
expansion in Saudi Arabia, the Middle East's largest market with 28% of the
region's gross domestic product, is critical to increase its market share of the
Middle East's express freight forwarding and logistics business.
Historically, the majority of the Company's business has been derived
from its express package delivery operations. These express operations, combined
with its station network, have provided the Company with a solid foundation for
the development of additional revenue sources. The Company has made significant
investments over the past two years in training its personnel to sell and market
its freight forwarding services at most of its stations. This has resulted in an
increase in freight forwarding revenues of 42.9% from $15.2 million in 1996 to
$21.7 million in 1997. The Company's strategy is to continue to identify
additional revenue sources to add to its menu of products and services and
diversify its revenue base.
12
<PAGE>
As an example of this strategy, the Company expanded its ground
transportation network for small parcels and fast moving consumer goods in the
region. As part of the Company's overall strategy to increase its logistics
services, the Company plans to develop an intra-Gulf region ground
transportation network to address the growing electronics and computer needs of
the region. Consistent with the Company's plan to expand its logistics and
related transportation services, the Company plans to continue to expand its
warehousing facilities in Amman and Dubai as well as focus on increasing market
and client penetration with its existing clients by offering additional
transportation and logistics services.
In addition, the Company opened one additional MED location in Dubai in
1997 and plans to add three additional MED locations in Saudi Arabia in the
second quarter of 1998. Although the Company formally inaugurated MED in 1996,
the Company had limited financial and human resources to develop MED during its
first year and it was not until 1997, following the Company's initial public
offering, that the Company commenced expending marketing and other resources to
develop the MED business. The Company believes that while the expenditures made
in 1997 to develop this business negatively impacted the Company's margins and
profitability for 1997, the appropriate infrastructure has been put in place to
develop MED into a viable, complementary business to the Company's other
businesses while creating an additional source of revenue for the Company's
express business.
The Company generally operates through subsidiaries, sponsorship
agreements, joint ventures, or agency arrangements. The consolidated financial
statements include the accounts of the Company, its subsidiaries and other
entities that are controlled directly and indirectly through agreements that
provide the Company with authority to govern the financial and operating affairs
of the subsidiaries. Payments to the Company's joint venture partners, minority
owners, and sponsors are reflected in the Company's financial statements as
minority interests. Whenever possible under local law, the Company considers
increasing its ownership or participation interest in its joint ventures as well
as converting its agency arrangements with certain of its service providers into
joint ventures in order to permit the consolidation of these operations' results
with the Company's results of operations. For example, in 1997, the Company
acquired a 51% ownership interest in the Ramallah (the Palestinian Authority)
stations which were previously operated by a service provider agency.
As an offshore company incorporated in Bermuda, profits from operations
of foreign subsidiaries are not subject to Bermudian taxes. Additionally, for
certain of its operations in the Middle East, the Company is exempt from income
taxes. As a result, the Company's consolidated effective tax rate for 1997 was
5.2%. As long as the Company continues to generate a similar portion of its
operating profits from tax-free jurisdictions similar to many countries in the
Middle East, the Company believes its effective tax rate will remain in the
range of historical levels.
The Company's business is seasonal in nature. Historically, the Company
experiences a decrease in demand for its services during the first and third
quarters, the post-winter (and local Middle East) holiday and summer vacation
seasons. The Company traditionally experiences its highest volume in the fourth
quarter due to the holiday season. The seasonality of the Company's sales may
cause a variation in its quarterly operating results and a significant decrease
in second or fourth quarter revenue may have an adverse effect on the results of
operations for that fiscal year. However, local Middle East holidays vary on a
year to year basis and, as a result, the Company's seasonality may shift over
time.
13
<PAGE>
Recent Events
Effective April 1, 1998, the Company converted its agency relationship
in India to a Company-controlled joint venture. As a consequence, the Company
is in a position to consolidate the results of the 28 existing Aramex
locations in India into its operations commencing in April 1998. The Company
plans to increase its marketing efforts in this region and to introduce the
Company's customer team concept to these locations during the second quarter of
1998.
The Company has signed a joint venture agreement in Bangladesh pursuant
to which its agency arrangement will be converted to a Company-controlled joint
venture. In addition, the Company is currently negotiating a joint venture
agreement in Sri Lanka, to launch two locations in that country.
In addition, extending its strategy of implementing a trucking route
connecting Dubai in the UAE to Muscat in Oman, the Company recently launched a
trucking route linking Dubai with Riyadh in Saudi Arabia. The Company does not
own the trucks used in connection with its freight forwarding transportation
services, but rather wet leases them on an as needed basis. In developing a
parcel shuttle service linking the main cities in the Middle East, the Company
expects to lower the cost of linehauling by reducing air freight movement and
thereby offering customers the option of deferred service at lower prices. This
service complements an extension of the Company's logistics management service.
Management believes the addition of such complementary businesses should help
strengthen the core business of the Company.
Results Of Operations
The following table sets forth for the periods indicated the
percentages of total revenues represented by certain items reflected in the
Company's consolidated statements of income:
<TABLE>
<CAPTION>
Years Ended December 31,
1995 1996 1997
---- ---- ----
<S> <C> <C> <C>
Revenues:
International express................. 58.5 58.9 55.1
Freight forwarding.................... 32.8 29.1 32.7
Domestic express...................... 4.6 5.5 6.0
MED................................... - 2.1 2.8
Other................................. 4.1 4.5 3.4
Total Revenues..................... 100.0% 100.0% 100.0%
Shipping costs........................... 52.9 53.7 53.5
Gross profit............................. 47.1 46.3 46.5
Operating expenses....................... 18.3 18.7 16.1
Selling, general and administrative 24.5 23.0 26.0
expenses.............................
Operating income......................... 4.4 4.6 4.4
Income before income taxes............... 4.5 4.5 4.9
Provision for income taxes............... 0.6 0.3 0.3
Minority interests....................... 0.4 0.3 (0.1)
Net income............................... 3.5 3.9 4.7
</TABLE>
14
<PAGE>
Comparison Of Year Ended December 31, 1997 To Year Ended December 3l, 1996
Revenues. Consolidated revenues of the Company increased by $14.1
million, or 26.8%, to $66.3 million for the year ended December 31, 1997
("1997") from $52.3 million for the year ended December 31, 1996 ("1996").
International express revenues increased by $5.8 million, or 18.8%, to
$36.6 million for 1997 from $30.8 million in 1996, primarily as a result of
additional revenues generated by the Company's expansion of its operations in
Saudi Arabia and the Arabian Gulf. Specifically, express revenue growth was
driven largely by increased growth in the Company's retail express business of
approximately 25%, primarily attributable to a 225% and 35% increase in retail
express business generated by the Company's stations in Saudi Arabia and Dubai,
respectively.
Freight forwarding revenues increased by $6.5 million, or 42.9%, to
$21.7 million for 1997 from $15.2 million for 1996, primarily as a result of
increased revenue growth in the Company's operations in Saudi Arabia, the UAE,
Jordan and Lebanon. Management believes this growth is the direct result of the
Company's focus on, and investment in, training its employees to sell freight
forwarding service at most of its stations.
Domestic express revenues increased by $ 1.1 million, or 37.7%, to $4.0
million for 1997 from $2.9 million for 1996, primarily as a result of the
continued growth in the Company's activities in the UAE and Saudi Arabia and the
addition of domestic express services in most of the Company's stations in the
Middle East.
MED revenues increased by $0.8 million, or 70.0%, to $1.8 million for
1997 from $1.1 million for 1996, primarily as a result of growth in MED's core
markets of Jordan, Kuwait and Lebanon and the opening of a MED office in Dubai
(UAE).
Other revenues decreased by $0.05 million, or 2.4%, to $2.3 million for
1997.
Shipping Costs. Shipping costs increased by $7.4 million, or 26.3%, to
$35.5 million for 1997 from $28.1 million for 1996, primarily as a result of the
increased volume in the number of 1997 shipments. As a percentage of total
revenues, however, shipping costs remained stable at approximately 53.5%. During
1997, the Company experienced lower shipping costs as a percentage of
international express and freight forwarding revenues, respectively, offset by
increased shipping costs as a percentage of MED and domestic express revenues,
respectively.
Gross Profit. As a result of the above factors, gross profit increased
by $6.7 million, or 27.5%, to $30.9 million in 1997 from $24.2 million in 1996.
Gross margin remained stable at approximately 46.5% of total revenues for each
of 1997 and 1996.
Operating Expenses. Operating expenses increased by $0.9 million, or
9.0%, to $10.7 million for 1997 from $9.8 million for 1996, primarily as a
result of the addition of employees involved in the Company's Saudi Arabian
operations. As a percentage of total revenues, however, operating expenses
decreased to 16.1% of 1997 total revenues from 18.7% of 1996 total revenues.
15
<PAGE>
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased by $5.3 million, or 44.0% to $17.3 million for
1997 from $12.0 million for 1996. As percentage of total revenues, selling,
general and administrative expenses increased to 26.0% of 1997 total revenues
from 23.0% of 1996 revenues. This increase resulted primarily from additional
expenditures during 1997 related to addition of executive, marketing and sales
employees associated with the Company's expansion in Saudi Arabia, the
Palestinian Territories, Jordan and Dubai.
Operating Income. As a result of the above factors, operating income
increased by $0.5 million, or 21.0%, to $2.9 million in 1997 from $2.4 million
in 1996. As a percentage of total revenues, operating income decreased slightly
to 4.4% of total 1997 revenues from 4.6% of total 1996 revenues.
Other Income. Other income increased to $0.4 million in 1997 from
$(0.03) million in other expense in 1996, primarily as a result of
interest income from the proceeds of the Company's 1997 initial public
offering.
Net Income. Net income increased by $1.1 million, or 52.5% to $3.1
million for 1997 from $2.0 million for 1996.
Comparison Of Year Ended December 31, 1996 To Year Ended December 3l, 1995
Revenues. Consolidated revenues of the Company increased by $8.7
million, or 19.9%, to $52.3 million for 1996 from $43.6 million for the year
ended December 31, 1995 ("1995").
International express revenues increased by $5.3 million, or 20.8%, to
$30.8 million for 1996 from $25.5 million in 1995, primarily as a result of an
increase in the demand for the Company's express services particularly in Dubai
and the Gulf region which was experiencing economic growth. The increase in
revenues was also attributable to the addition of new accounts in Greece and
Kuwait and increases in the GSO's wholesale business.
Freight forwarding revenues increased by $0.9 million, or 6.2%, to
$15.2 million for 1996 from $14.3 million in 1995, primarily due to higher
selling rates.
Domestic express and other revenues increased by $2.5 million, or
65.3%, to $6.3 million for 1996 from $3.8 million for 1995, primarily as a
result of revenues generated from sales commissions on mail order products from
the Company's MED business and from fees and commissions from Middle East
airline ticketing and travel services.
Shipping Costs. Shipping costs increased by $5.0 million, or 21.8%, to
$28.1 million for 1996 from $23.0 million for 1995, primarily as a result of
increased shipment volume and, to a lesser extent, increased MED product costs
which are included in shipping costs. As a percentage of total revenues,
however, shipping costs increased to 53.7% of total 1996 revenues from 52.9% of
total 1995 revenues.
Gross Profit. Gross profit increased by $3.6 million, or 17.7%, to
$24.2 million in 1996 from $20.6 million in 1995. Gross margin declined slightly
to 46.3% of total revenues from 47.1% of total revenues for 1995.
16
<PAGE>
Operating Expenses. Operating expenses increased by $1.8 million, or
22.7%, to $9.8 million for 1996 from $8.0 million for 1995, primarily as a
result of an increase in local ground delivery expenses.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased by $1.3 million, or 12.6%, to $12.0 million
for 1996 from $10.7 million for 1995, primarily as a result of additional
promotional, travel, market research and other expenses for 1996 related to its
MED business. As a percentage of total revenues, selling, general and
administrative expenses decreased slightly to 23.0% of total 1996 revenues from
24.5% of total 1995 revenues.
Operating Profit. As a result of the above factors, operating income
increased by $0.5 million, or 25.6%, to $2.4 million in 1996 from $1.9 million
in 1995. As a percentage of total revenues, operating income increased to 4.6%
of total 1996 revenues from 4.4% of total 1995 revenues.
Other (Expense) Income. The Company had other expense of $(0.03)
million in 1996 as compared to $0.04 million in other income in 1995, primarily
as a result of increased interest expense in 1996.
Net income. Net income increased by $0.5 million, or 34.5%, to $2.0
million for 1996 from $1.5 million for 1995.
Geographic Breakdown of Revenues
The Company sells its services primarily to customers in the Middle
East, Europe and North America. Revenues are generally recognized at the source,
i.e., by the station which invoices the ultimate customer. The table below shows
the breakdown of revenues (dollars in millions) by geographic region for 1997,
1996 and 1995.
<TABLE>
<CAPTION>
International Freight Domestic Express,
Express Forwarding MED & Total
1997 (55%) (33%) Other (12%) Company (100%)
----- ----- ----------- --------------
REGION $ % $ % $ % $ %
- ------ - - - - - - - -
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Middle East................. 42.3 77 16.5 76 8.0 94 66.8 79
Europe...................... 9.5 17 2.7 12 0.1 1 12.3 14
North America 3.1 6 2.5 12 0.4 5 6.0 7
Eliminations(1)............. (18.3) - - - (0.5) - (18.8) -
----- --- ----- --- ---- --- ----- ---
Total 1997 Revenues..... $36.6 100% $21.7 100% $8.0 100% $66.3 100%
===== === ===== === ==== === ===== ===
<CAPTION>
International Freight Domestic Express,
Express Forwarding MED & Total
1996 (60%) (29%) Other (11%) Company (100%)
----- ----- ----------- --------------
REGION $ % $ % $ % $ %
- ------ - - - - - - - -
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Middle East................. 34.2 74 10.9 72 6.1 92 51.2 75
Europe...................... 8.9 19 2.0 13 0.1 2 11 16
North America............... 3.1 7 2.3 15 0.4 6 5.8 9
Eliminations(1)............. (15.4) - - - (0.3) - (15.7) -
----- --- ----- --- ---- --- ----- ---
Total 1996 Revenues..... $30.8 100% $15.2 100% $6.3 100% $52.3 100%
===== === ===== === ==== === ===== ===
</TABLE>
17
<PAGE>
<TABLE>
<CAPTION>
International Freight
Express Forwarding Domestic Express & Total
1995 (58%) (33%) Other (9%) Company(100%)
----- ----- ---------- -------------
REGION $ % $ % $ % $ %
- ------ - - - - - - - -
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Middle East................. 27.7 72 9.2 65 3.6 94 29.7 71
Europe...................... 8.0 21 2.1 14 0.1 3 8.1 18
North America............... 3.0 7 3.0 21 0.1 3 5.8 11
Eliminations(1)............. (13.2) - - - - - (13.2) -
----- --- ----- --- ---- --- ----- ---
Total 1995 Revenues.... $25.5 100% $14.3 100% $3.8 100% $43.6 100%
===== === ===== === ==== === ===== ===
</TABLE>
- -------------
1. Revenues between stations that are wholly-owned subsidiaries are priced at
cost. Transactions with other affiliated stations are priced at cost plus
10%. All intercompany transactions have been eliminated in consolidation.
Unaudited Selected Quarterly Results of Operations
The following tables set forth certain unaudited quarterly operating
information for each of the eight quarters ending with the quarter ended
December 31, 1997, both in U.S. dollars and as a percentage of total revenues.
This data has been prepared on the same basis as the audited financial
statements contained elsewhere in this Prospectus and management believes that
it includes all adjustments, consisting only of normal recurring adjustments,
necessary for the fair presentation of the information for the periods presented
when read in conjunction with the Company's Financial Statements and related
Notes thereto. Results for any previous fiscal quarter are not necessarily
indicative of results for the full year or for any future quarter. The Company's
quarterly operating results have varied significantly in the past and may vary
significantly in the future.
<TABLE>
<CAPTION>
Quarter Ended
-------------------------------------------------------------------------------
1996
-------------------------------------------------------------------------------
Mar. 31 June 30 Sept. 30 Dec. 31
------- ------- -------- -------
Statement of Income Data:
Revenues: $ % $ % $ % $ %
- --------- ------ ----- ------ ----- ------ ----- ------ -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
International
express 6,729 62.5 7,156 59.7 7,509 57.2 9,404 57.4
Freight forwarding 3,121 30.0 3,437 28.7 3,863 29.4 4,765 29.1
Domestic express . 579 5.4 778 6.5 742 5.6 781 4.8
MED .............. 0 0 0 0 582 4.4 496 3.0
Other ............ 341 3.2 620 5.2 439 3.3 933 5.7
Total revenues . 10,770 100 11,991 100 13,135 100 16,379 100
Shipping costs ...... 5,449 50.6 6,241 52.0 6,933 52.8 9,457 57.7
Gross profit ... 5,321 49.4 5,750 48.0 6,202 47.2 6,922 42.3
Operating expenses .. 1,962 18.2 2,258 18.8 2,236 17.0 3,340 20.4
Selling, general
andadministrative
expenses ......... 2,933 27.2 2,926 24.4 3,191 24.3 2,953 18.0
Operating income .... 426 4.0 566 4.7 775 5.9 629 3.8
Net income .......... 355 3.3 432 3.6 661 5.0 599 3.7
</TABLE>
<TABLE>
<CAPTION>
Quarter Ended
-------------------------------------------------------------------------------
1997
-------------------------------------------------------------------------------
Mar. 31 June 30 Sept. 30 Dec. 31
------- ------- -------- -------
Statement of Income Data:
Revenues: $ % $ % $ % $ %
- --------- ------ ------- ------ ------ ------ ----- ------ -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
International
express ........ 8,118 55.6 8,864 56.7 8,968 54.0 10,606 54.4
Freight forwarding 4,576 31.3 5,295 33.9 5,516 33.2 6,310 32.4
Domestic express . 794 5.4 844 5.4 1,027 6.2 1,302 6.7
MED .............. 342 2.3 352 2.3 440 2.6 699 3.6
Other ............ 767 5.3 275 1.8 658 4.0 577 3.0
Total revenues . 14,597 100 15,630 100 16,609 100 19,494 100
Shipping costs ...... 8,000 54.8 8,230 52.7 9,060 54.5 10,181 52.2
Gross profit ... 6,597 45.2 7,400 47.3 7,549 45.5 9,313 47.8
Operating expenses .. 2,681 18.4 2,509 16.1 2,769 16.7 2,723 14.0
Selling, general
and administrative
expenses ......... 3,273 22.4 4,172 26.7 4,187 25.2 5,646 29.0
Operating income .... 643 4.4 719 4.6 593 3.6 944 4.8
Net income .......... 636 4.4 722 4.6 757 4.6 1,006 5.2
</TABLE>
18
<PAGE>
Liquidity and Capital Resources
The Company's primary capital requirements to date have been funding
its accounts receivable and expansion of its station network. The requirements
have been met primarily by internally generated funds, bank financings and
proceeds from the Company's 1996 private sale of shares of Common Stock to
Airborne and the Company's 1997 initial public offering.
The Company's working capital was $13.6 million at December 31, 1997,
as compared to $6.7 million at December 31, 1996. The increase in working
capital was primarily the result of the proceeds from the Company's initial
public offering.
The Company's cash balances were $6.6 million at December 31, 1997 as
compared to $2.3 million at December 31, 1996, and $1.3 million at December 31,
1995. Net cash from operating activities was $2.1 million at December 31, 1997
as compared to $0.5 million at December 31, 1996, and $1.5 million at December
31, 1995. The increase in net cash from operating activities in 1997 compared to
1996 was due primarily to the increase in earnings before depreciation expenses.
Net cash used in investing activities was $4.1 million at December 31,
1997 as compared to $1.1 million at December 31, 1996, and $0.9 million at
December 31, 1995. Purchases of property, plant and equipment increased to $3.8
million in 1997 from $1.0 million in 1996 and $0.8 million in 1995. The increase
in such purchases in 1997 was primarily associated with the Company's expansion
in Saudi Arabia. Net cash from (used in) financing activities was $6.2 million
at December 31, 1997 as compared to $1.7 million at December 31, 1996, and
$(0.2) million at December 31, 1995. The increase in 1997 of cash flows from
financing activities was primarily the result of the issuance of shares in the
Company's initial public offering.
The Company leases office space and office and transportation equipment
under various operating leases, some of which are renewable annually. Rent
expense related to these leases amounted to $1.2 million, $1.1 million, and $0.9
million for 1997, 1996, and 1995, respectively.
The Company has from time to time experienced a need for cash to fund
its receivables and sourced such needs with bank overdrafts and/or available
credit under its lines of credit. The Company maintains several lines of credit
with various banks aggregating $0.5 million, $0.3 million and $0.6 million at
December 31, 1997, 1996, and 1995, respectively. The Company had $0.3 million,
$0.3 million and $0.6 million outstanding under these lines of credit at
December 31, 1997, 1996, and 1995, respectively. The remaining amounts due to
banks of $0.3 million, $0.4 million, and $0.2 million due at December 31, 1997,
1996, and 1995, respectively, represent bank overdrafts. The weighted average
interest rates on the Company's lines of credit were 12.8%, 11.9%, and 11.3% at
December 31, 1997, 1996, and 1995, respectively.
In June 1996, the Company entered into a three-year term loan from
NatWest Bank in the principal amount of $0.2 million bearing interest at 9.875%
per annum.
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<PAGE>
For 1997, 1996, and 1995, payments to minority interests aggregated
$(0.1) million, $(0.2) million, and $(0.9) million, respectively.
In January 1997, the Company completed the initial public offering of
1,000,000 shares of Common Stock. The net proceeds of the issue received by the
Company (after deducting underwriting discounts, commissions and other costs
associated with the offering) were approximately $5.0 million. The Company used
a portion of the net proceeds from its initial public offering (i) to expand
into existing and emerging markets by acquiring ownership interests or
increasing existing participation interests in certain local service providers,
(ii) to open additional Shop the World Direct catalog centers, (iii) to invest
in technology and systems infrastructure in order to introduce logistics
management services, (iv) to acquire additional vehicles for operation of
domestic and cross border ground transportation, and (v) working capital and
general corporate purposes.
In October 1996, the Company received $2.0 million of proceeds from the
Airborne Stock Purchase and utilized the proceeds for working capital purposes.
The Company's capital commitments for 1998 are anticipated to relate to
the expansion of the Company's warehouse facilities in Amman and Dubai and
additional investments in technology and information systems to support the
Company's growth. In addition, the Company is considering the purchase of the
building in Amman, Jordan where its principal executive offices are located.
Management believes that the proceeds from the Offering coupled with
cash flows from operations and borrowing capacity should be sufficient to fund
the Company's operations for the foreseeable future.
Mr. Fadi Ghandour has personnally guaranteed bank overdrafts in Jordan
in the aggregate amount of $200,000.
Effective Corporate Tax Rates
The Company's consolidated effective tax rate was 5.2%, 6.7%, and 13.7%
for 1997, 1996, 1995, respectively. The principal differences between the
effective tax rates and the statutory tax rate applicable in the United States
of 35% are exemptions from income taxes of many of the Company's subsidiaries
operating in the Middle East and lower statutory rates at certain other
locations. As long as the Company continues to generate a similar portion of its
operating profits from tax-free jurisdictions similar to many countries in the
Middle East, the Company believes its effective tax rate will remain in the
range of historical levels.
The Company is subject to taxation in a number of jurisdictions, and
the final determination of its tax liabilities involves the interpretation of
the statutes and requirements of various domestic and foreign taxing
authorities. Foreign income tax returns of foreign subsidiaries, unconsolidated
affiliates and related entities are routinely examined by foreign tax
authorities. In certain countries, the tax returns have not yet been reviewed by
the tax authorities. However, the Company is satisfied that adequate provisions
have been provided for potential tax contingencies.
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<PAGE>
Impact of Inflation and Currency Fluctuations
The Company does not believe that inflation or currency fluctuations
has had a material adverse effect on revenues and results of operations.
However, demand for the Company's services is influenced by general economic
conditions, including inflation and currency fluctuations. Periods of economic
recession, high inflation or the devaluation of currencies in counties in which
the Company operates could have a material adverse effect on the express and
freight forwarding industry and the Company's results of operations. In 1997,
80% of the Company's total revenues came from currencies that are tied to the
U.S. Dollar.
Impact of Year 2000
The Company has closely examined the Year 2000 issue and the potential
costs and consequences to the Company in addressing this issue. Based on this
assessment, the Company has established programs to prepare its financial and
other information and computer based systems for the Year 2000, including
replacing and/or updating existing systems. The Company presently believes that
with modifications to existing software and conversions to new software, Year
2000 issues will not pose significant operational problems for its computer
systems. During the execution of the compliance process the Company will incur
certain costs and expenses. A significant portion of the Company's systems were
developed in the last few years and already encompass Year 2000 compliance.
Though the Company has not established a final cost estimate, the expense of the
Year 2000 compliance process is not expected to have a material effect on the
Company's financial position or results of operations. The Company expects that
its internal Year 2000 compliance process will be completed on a timely basis.
If such modifications are not made, however, or are not completed in a timely
manner, the Year 2000 issues could have a material impact on the operations and
financial condition of the Company. The Company has initiated formal
communications with all of its significant external interfaces to determine the
extent to which it is vulnerable to third party failures to remedy their own
potential problems related to Year 2000. There can be no assurance that the
Company will not be adversely affected by the failure of its customers and
suppliers (including, without limitation, members of the OEC and sellers of
express and freight cargo space) to implement appropriate systems within their
networks to address Year 2000 issues on a timely basis. In particular, there can
be no assurance that the commercial carrier industry, on which certain segments
of the Company's business is dependent, has or will complete any remediation
programs related to Year 2000 issues. There can be no assurance that the Company
will not be adversely affected by the failure of commercial carriers to be Year
2000 compliant.
FACTORS THAT COULD AFFECT OPERATING RESULTS
This Annual Report on Form 20-F contains forward-looking statements.
Additional written and oral forward-looking statements may be made by the
Company from time to time in Securities and Exchange Commission ("SEC") filings
and otherwise. The Company cautions readers that results predicted by
forward-looking statements, including, without limitation, those relating to the
Company's future business prospects, revenues, working capital, liquidity,
capital needs, interest costs, and income are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
indicated in the forward-looking statements, due to the following factors, among
other risks and factors identified from time to time in the Company's filings
with the SEC.
21
<PAGE>
Risks Inherent in International Operations. A majority of the Company's
business is conducted outside of the United States. As a result, the Company's
operations are subject to various risks such as the possibility of the loss of
revenue, property or equipment due to expropriation, nationalization, war,
insurrection, terrorism or civil disturbance, the instability of foreign
economies, currency fluctuations, and devaluations, adverse tax policies and
governmental activities that may limit or disrupt markets, restrict payments or
the movement of funds or result in the deprivation of contract rights.
Additionally, the ability of the Company to compete may be adversely affected by
foreign governmental regulations that encourage or mandate the hiring of local
contractors, or by regulations that require foreign contractors to employ
citizens of, or purchase supplies from vendors in, a particular jurisdiction.
The Company is subject to taxation in a number of jurisdictions, and the final
determination of its tax liabilities involves the interpretation of the statutes
and requirements of various domestic and foreign taxing authorities. Foreign
income tax returns of foreign subsidiaries, unconsolidated affiliates and
related entities are routinely examined by foreign tax authorities. There can be
no assurance that any of these risks will not have an adverse effect on the
Company.
Risks Relating to Operations in the Middle East. The Company operates
in 18 countries located in the Middle East. The Company derived 78% of 1997
revenue and substantially all of its operating profit from operations in the
Middle East, and the risks of doing business in that region could adversely
affect the Company. Such risks include the following:
Political and Economic Factors. The Middle East's economies have been
subject to many destabilizing factors, including military conflicts and
tensions, including, but not limited to, the on-going dispute between the United
Nations and Iraq, civil unrest, large government deficits, low foreign exchange
revenues and fluctuations in world commodity prices. In attempting to respond to
these problems, many Middle Eastern governments have intervened in their
economies, employing among other things, fiscal, monetary and trade policies,
import duties, foreign currency restrictions and controls of wages, prices and
exchange rates. Some Middle Eastern governments have frequently changed their
policies in all these areas. Certain Middle Eastern economies have received
military and economic aid from the United States and many Middle Eastern
companies have been financed by United States venture capital and investment
concerns. There is no assurance that such aid and investments will continue to
be available in the future.
Risks of Foreign Legal Systems. Many of the countries where the Company
operates and plans to operate have legal systems that differ from the United
States legal system and may provide substantially less protection for foreign
investors.
Effect of Postal Taxes and Other Payments. In several Middle Eastern
countries where the Company operates, it is required to pay taxes and/or
royalties to the local postal authority. To the extent these taxes and/or
royalties are increased, the Company's results of operations may adversely be
affected.
Risks Associated with Geographic Expansion and New Lines of Business.
The Company intends to actively pursue a strategy of continued growth, and will
seek to expand the range of its services and penetrate new geographic markets.
The Company's ability to expand into new geographic markets will be dependent
upon its ability to secure and maintain the requisite local licenses, permits
and approvals necessary to conduct business, including those which may be
required by the local postal authority. Several countries targeted by the
Company for expansion have restricted express and freight forwarding companies
from operating in their jurisdiction. The loss or revocation of any existing
licenses, permits or approvals or the failure to obtain any necessary licenses,
permits or approvals in new jurisdictions where the Company intends to do
business would have an adverse effect on the ability of the Company to conduct
its business and/or on its ability to expand into such jurisdictions. No
assurance can be given that the Company will obtain such authorizations,
licenses, permits or necessary approvals. The Company also plans to open
additional catalog centers and expand its logistics management services along
22
<PAGE>
with regional trucking and ground transportation. This will require additional
capital expenditures, including leasing additional facilities and purchasing
and/or leasing and operating a small trucking fleet. The Company has only
limited experience in operating a trucking operation and a logistics management
service. The availability of qualified and licensed drivers will become an
important factor in the Company's expansion of a regional trucking and ground
transportation business. In addition, the Company will be required to identify
suitable new geographic markets with sufficient demand for the Company's
services, to hire and retain skilled management, marketing, customer services
and other personnel, and to successfully manage growth, including monitoring
operations, controlling costs and maintaining effective quality and service
controls. There can be no assurance that the Company will be able to do so
effectively or that allocation of capital or human resources will not adversely
impact the Company as a whole. In addition, countries in which the Company
wishes to operate may have regulatory systems that impose other impediments on
the Company's operations. There can be no assurance that the Company will be
able to profitably operate in light of these restrictions.
Restrictions and Controls on Foreign Investments and Acquisitions of
Majority Interests. Foreign investment by the Company in local joint ventures or
business acquisitions has been and will continue to be restricted or controlled
to varying degrees. These restrictions or controls have and may continue to
limit or preclude foreign investment in certain proposed joint ventures or
business acquisitions or increase the costs and expenses of the Company in
seeking to effectuate such a transaction. Various governments require
governmental approval prior to investments by foreign persons and limit the
extent of any such investment. In certain countries, the Company is required to
conduct operations pursuant to an agency or sponsorship agreement. The loss of
an agent or sponsor could result in the temporary or permanent cessation of
operations in a particular country. There can be no assurance that the Company
will be able to replace such agent or sponsor on favorable terms, if at all.
Furthermore, various governments restrict investment opportunities by foreign
persons in certain industries. Various governments may also require governmental
approval for the repatriation of capital and income by foreign investors.
Various governments have laws protecting local postal authorities. Although such
approvals are usually given, there can be no assurance that such approvals will
be forthcoming in the future. There can be no assurance that additional or
different restrictions or adverse policies applicable to the Company will not be
imposed in the future or, if imposed, as to the duration or impact of any such
restrictions or policies.
Reliance on Joint Ventures. The Company relies upon joint ventures to
conduct and expand its operations in certain countries. The loss of any joint
venture partner or the Company's inability to attract and maintain additional
joint venture partners may result in delays and difficulties in effectuating the
Company's business plan. There can be no assurance that the Company will be able
to attract joint venture partners on acceptable terms, if at all.
Competition. The Company faces strong competition in the Middle East
and other regions in which it operates. The Company's ability to compete
effectively depends principally upon price, frequency and capacity of scheduled
service, extent of geographic coverage and reliability. Some of the Company's
competitors have well established reputations and significantly greater
financial and other resources available for expansion than the Company. The
Company's principal express competitors are DHL Worldwide Express, Federal
Express Corporation, TNT Express Worldwide and United Parcel Service of America,
Inc. The Company's principal freight forwarding competitors are Air Express
International Corporation, Inc., Expeditors International of Washington, Inc.
and MSAS Cargo International Ltd. There can be no assurance that the Company
will be able to expand as rapidly as, or compete effectively against, its
competitors.
Dependence on Key Employees. The Company's growth and profitability are
dependent upon, among other things, the abilities and experience of the
Company's management team including Mr. William Kingson and Mr. Fadi Ghandour,
the Company's Chairman and the Company's President, Deputy Chairman and Chief
Executive Officer, respectively. If the services of Messrs. Kingson and Ghandour
or a number of the Company's executive officers were no longer available to the
Company, the Company's business, financial condition and results of operations
could be adversely affected.
23
<PAGE>
Dependence on International Trade. International trade is essential to
the Company's results of operations and has played an important role in the
economic development of the Middle East and other regions where the Company
currently operates or plans to operate. International trade is influenced by
many factors, including economic and political conditions, major work stoppages,
currency fluctuations, and laws relating to tariffs, trade restrictions, foreign
investments, and taxation. A reduction in the volume of international trade due
to one or more of these factors, any material restrictions on trade, or a
downturn in the economies where the Company currently operates or plans to
operate could have a material adverse effect on the Company. Political
differences may lead to the imposition of trade barriers and/or economic
sanctions. The occurrence of such barriers or sanctions could have a material
adverse effect on the Company's operations.
Rights of Shareholders Under Bermuda and Jordanian Law. The Company is
incorporated under the laws of Bermuda and is headquartered in Jordan.
Principles of law relating to such matters as the validity of corporate
procedures, the fiduciary duties of the Company's management and directors and
the rights of its shareholders, including those persons who will become
shareholders of the Company in connection with the Offering, are governed by
Bermuda law and the Company's Memorandum of Association and Bye-laws. Such
principles of law may differ from those that would apply if the Company were
incorporated in a jurisdiction in the United States. In addition, the Company
has been advised by Conyers Dill & Pearman, its Bermuda counsel, that there is
uncertainty as to whether the courts of Bermuda would enforce (i) judgments of
United States courts obtained against the Company or its officers and directors
predicated upon the civil liability provisions of the securities laws of the
United States or any state or (ii) in original actions brought in Bermuda,
liabilities against the Company or such persons predicated upon the securities
laws of the United States or any state. The Company has been further advised by
the Ali Sharif Zu'bi & Sharif Ali Zu'bi Law Firm, Jordanian counsel to the
Company, that the enforcement of foreign judgements in Jordan is governed by Law
No. 8 of 1952. Basically, a foreign judgement may be enforced in Jordan by means
of an application to the competent court without retrial and re-examination of
the merits or issues of the case. Jordanian courts may, however, decline to
enforce a foreign judgement (i) if the court which passed the judgement was
without competent jurisdiction, (ii) if the defendant has not carried on any
business within the jurisdiction of the court which passed the judgement or was
not resident within its jurisdiction and did not willfully appear before the
court or did not recognize its jurisdiction, (iii) if the defendant was not
notified to appear before the court which issued the judgement or was not duly
or properly served with notice, (iv) if the judgement has been passed in a
fraudulent manner, (v) if the defendant is able to persuade the court that the
judgement is not final, (vi) if the judgement contravenes Jordanian public
policy, and (vii) if the laws of the country of the court which passed the
judgement do not recognize and enforce judgements of Jordanian courts.
Impact of Year 2000. The Company has closely examined the Year 2000
issue and the potential costs and consequences to the Company in addressing this
issue. Based on this assessment, the Company has established programs to prepare
its financial and other information and computer based systems for the Year
2000, including replacing and/or updating existing systems. The Company
presently believes that with modifications to existing software and conversions
to new software, Year 2000 issues will not pose significant operational problems
for its computer systems. During the execution of the compliance process the
Company will incur certain costs and expenses. A significant portion of the
Company's systems were developed in the last few years and already encompass
Year 2000 compliance. Though the Company has not established a final cost
estimate, the expense of the Year 2000 compliance process is not expected to
have a material effect on the Company's financial position or results of
operations. The Company expects that its internal Year 2000 compliance process
will be completed on a timely basis. If such modifications are not made,
however, or are not completed in a timely manner, the Year 2000 issues could
have a material impact on the operations and financial condition of the Company.
The Company has initiated formal communications with all of its significant
external interfaces to determine the extent to which it is vulnerable to third
party failures to remedy their own potential problems related to Year 2000.
There can be no assurance that the Company will not be adversely affected by the
failure of its customers and suppliers (including, without limitation, members
of the OEC and sellers of express and freight cargo space) to implement
appropriate systems within their networks to address Year 2000 issues on a
timely basis. In particular, there can be no assurance that the commercial
carrier industry, on which certain segments of the Company's business is
dependent, has or will complete any remediation programs related to Year 2000
issues. There can be no assurance that the Company will not be adversely
affected by the failure of commercial carriers to be Year 2000 compliant.
24
<PAGE>
ITEM 10. DIRECTORS, OFFICERS AND KEY EMPLOYEES OF REGISTRANT
The following sets forth the directors, executive officers and key
employees of the Company, positions and offices held by each such person, and
the period each such person has held such position.
<TABLE>
<CAPTION>
Name Position Held and Term
- ---------------------------------------- --------------------------------------------------------------------------
<S> <C>
William S. Kingson/(1)/ Chairman of the Board and Class 2 Director since 1996 and Chairman of
the Board and Director of predecessor entities since 1982
Fadi Ghandour President, Deputy Chairman, Chief Executive Officer, Assistant Secretary
and a Class 3 Director since 1996 and Director of predecessor entities
since 1982
Rula Ghandour Class 1 Director since 1996 and Director of predecessor entities since
1982
Roy Liljebeck/(2)/ Class 1 Director since April 1997
Ayed Al-Jeaid/(3)/ Class 2 Director since April 1997
Hazem Malhas/(4)/ Chief Operating Officer-Express since December 1996
Safwan Tannir/(5)/ Senior Vice President-Freight Forwarding since December 1996
Camille Tam Nasrallah/(6)/ Senior Vice President-Gulf and Indian Subcontinent since December 1996
Emad Shishtawi/(7)/ Vice President-Finance since December 1996
Yousef Ghandour Managing Director of MED since 1994
Basem Malhas/8/ Vice President-Information Technology since December 1997.
Iyad Kamal/9/ Quality Assurance Manager since 1995.
Bashar Obeid/10/ Group Financial Comptroller since January 1998.
</TABLE>
- ----------
(1) Mr. Kingson is also President of New York based DHX Group Ltd. and
Co-chairman and President of the Pointe Group.
(2) Mr. Roy Liljebeck has been Executive Vice President and Chief Financial
Officer of Airborne Freight Corporation since 1985, having held various
positions with Airborne since 1967.
(3) Mr. Ayed Al-Jeaid is Chief Executive Officer of Makshaff Services, Ltd., a
holding company for various aviation and media interests in Saudi Arabia
and worldwide.
(4) Mr. Malhas joined the Company in 1986 as Freight Forwarding Sales Manager
for the Company's Amman, Jordan office. During 1987, he was Country Manager
for Jordan. From 1987 to 1993, he served as Vice President-Operations and
Planning. From 1993 to 1996, he served as Vice President and Chief
Operating Officer-Express Division.
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<PAGE>
(5) Mr. Tannir joined the Company in 1986 as General Manager of Air Cargo
Jordan, the predecessor to the Company's freight forwarding network. From
1986 to 1990 he served as Vice President-Marketing and Sales and Vice
President Middle East. From 1990 to 1996, he served as Vice President and
Chief Operating Officer-Freight Division.
(6) Mr. Nasrallah joined the Company in 1988 as general manager UAE and served
as Vice President-Gulf and Indian Sub-Continent until 1993. From 1993 to
1996, he served as Vice President-Corporate Affairs.
(7) Mr. Shishtawi joined the Company in 1984 as Accountant in the Amman
headquarters and was later promoted to Financial Manager. From 1988 to 1992
he served as Controller. From 1992 to 1996 he served as Accounting and
Finance Manager.
(8) Mr. Malhas joined the Company in 1989 when he held the position of IT
Manager. In 1992 he became the General Manager of Information Technology.
(9) From 1992 to 1995 Mr. Kamal was the Company's OEC Coordinator stationed in
Jordan.
(10) Mr. Obeid joined the Company in 1993 as an accountant and was then promoted
to Financial Controller.
Directors were elected at the 1997 annual general meeting of
Shareholders. The current terms of office for directors expires as follows:
Class 1, at the 2000 annual general meeting of shareholders; Class 2, at the
1998 annual general meeting of shareholders and Class 3, at the 1999 annual
general meeting of shareholders. Thereafter, the term of office of each director
will expire at the third annual meeting of shareholders following his or her
election. Officers of the Company are appointed by the Board of Directors and
serve until their successors are duly appointed and qualified.
Except for Mr. Fadi Ghandour and Ms. Rula Ghandour, who are husband and
wife, and Mr. Yousef Ghandour, who is Mr. Ghandour's uncle, there are no family
relationships, among directors and executive officers of the Company.
ITEM 11. COMPENSATION OF DIRECTORS, OFFICERS AND KEY EMPLOYEES
Directors of the Company currently do not receive any additional
remuneration for serving on the Board of Directors. The aggregate amount of
compensation paid or accrued by the Company and its subsidiaries to all officers
and key employees of the Company who held office at any time during the fiscal
year ended December 31, 1997 (13 persons), was $626,500. None of such persons is
entitled to any pension, retirement or similar benefits of the Company.
In addition, certain directors and executive officers earn compensation
through entities which provide services to the Company (see Item 13 of this
Report).
ITEM 12. OPTIONS TO PURCHASE SECURITIES FROM REGISTRANT OR SUBSIDIARIES
Other than warrants issued in connection with the Company's initial
public offering and options granted under the Company's Stock Option Plan, there
are no other rights, warrants or options presently outstanding pursuant to which
additional Common Stock could be issued.
26
<PAGE>
In connection with the Company's initial public offering, the Company
sold to the underwriters of the initial public offering for an aggregate
purchase price of $100.00 warrants to purchase up to 100,000 shares of the
Company's Common Stock at an exercise price per share equal to $8.40 (the
"Warrants"). The Warrants are not redeemable and are exercisable during the
four-year period commencing January 13, 1998. The Warrants provide, subject to
certain conditions, for a period of four years commencing on January 13, 1998,
one "demand" registration right and for a period of four years commencing on
January 13, 1998 certain "piggy back" registration rights.
On December 19, 1996 the Board of Directors of the Company established
the Aramex International Limited Stock Option Plan (the "Plan") for employees
and consultants of the Company and its subsidiaries and for nonemployee members
of the Board of Directors of the Company. The Plan permits the granting of both
incentive stock options and nonqualified stock options. A total of 400,000
shares of Common Stock were authorized for issuance under the Plan.
The Plan is administered by a committee of nonemployee members of the
Board of Directors (the "Committee"). Subject to the terms of the Plan, the
Committee has the sole discretion to determine the persons to whom options will
be granted and the terms and conditions of such options. However, the option
price can not be less than 100% of the fair market value of the Company's Common
Stock on the date of the grant. In the case of an incentive stock option
recipient possessing more than 10% of the total combined voting power of all
classes of stock of the Company or any of its subsidiaries, the option price
shall not be less than 110% of the fair market value of the Company's Common
Stock on the date of the grant. No options were granted in 1996.
On January 13, 1997, Mr. Kingson was granted incentive stock options to
purchase 100,000 shares of Common Stock at an option price of $7.70 per share.
Each of Mr. Kingson's options are exercisable for a period of five years from
the date of vesting. Fifty percent of these options vested on January 13, 1997
and the other fifty percent vested on July 13, 1997.
On January 13, 1997, Mr. Ghandour was granted non-qualified stock
options to purchase 100,000 shares of Common Stock at an option price of $7.00
per share. Mr. Ghandour's options are exercisable for a period of ten years from
the date of vesting. Fifty percent of these options vested on January 13, 1997
and the other fifty percent vested on July 13, 1997.
On January 13, 1997, stock options to purchase an aggregate of 100,000
shares of Common Stock at an option price of $7.00 per share were granted to 139
persons, including the Company's executive officers (other than Messrs. Kingson
and Ghandour), employees and consultants. These options will vest over a
five-year period on the basis of one-quarter each year following the first year
anniversary of the grant of such option. (Of these options, options to purchase
25,000 shares of Common Stock were granted to executive officers of the Company,
excluding Messrs. Kingson and Ghandour.)
ITEM 13. INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS
As part of the Reorganization that resulted in the Company becoming the
successor to Aramex Hong Kong, on December 13, 1996 the Company subscribed for
100 Ordinary Shares of Aramex Hong Kong and each share of Aramex Hong Kong
outstanding prior to such subscription was converted by a special resolution of
the shareholders of Aramex Hong Kong into non-voting deferred shares (the
"Deferred Shares"). The Deferred Shares do not carry voting rights (other than
with respect to resolutions affecting their class rights) and are effectively
subordinated to the Ordinary Shares (all of which are held by the Company) in
respect of all dividends, distributions and liquidation rights until such time
as the holders of Ordinary Shares have received $100 billion. Messrs. Kingson
and Ghandour, Ms. Ghandour and Airborne Freight Corporation ("Airborne"), in
their capacity as shareholders of Amarex Hong Kong, retain a nominal interest in
Aramex Hong Kong through their ownership of the Deferred Shares. Aramex Hong
Kong acts as an intermediate holding company of the Company's subsidiaries.
27
<PAGE>
On October 21, 1996, Aramex Hong Kong sold 195 shares of its Common
Stock to Airborne for an aggregate purchase price of $2,000,000 (the "Airborne
Stock Purchase"). After the Reorganization became effective, such shares were
converted into 304,688 shares of Common Stock of the Company. In connection with
the Airborne Stock Purchase, Mr. William S. Kingson, Mr. Fadi Ghandour, Ms. Rula
Ghandour and Airborne entered into a Shareholders Agreement, as amended on
December 11, 1996 and December 12, 1996, which, among other things, provides
that in the event the Company transfers any shares of Common Stock to certain
listed competitors to Airborne or any other company primarily engaged in air,
freight or in express shipments. In the event that Messrs. Kingson and Ghandour
and/or Ms. Rula Ghandour transfer any shares of Common Stock to certain listed
competitors of to Airborne or any other company primarily engaged in the
transportation of air freight or air express shipments, it shall be a condition
of such transfer that Airborne shall be offered the right to sell to such
competitor all of its shares of Common Stock on the same terms and conditions as
the sale by Messrs. Kingson and Ghandour and/or Ms. Rula Ghandour. "Transfer" is
defined to mean the direct or indirect, through intermediaries or otherwise,
sale, transfer, distribution, assignment, bequest, pledge, hypothecation,
encumbrance, grant of security interest in, or grant, issuance, sale or
conveyance of any option, warrant or right to acquire, grant of a proxy to vote,
or other disposition of shares of Common Stock of the Company and is defined to
exclude a sale on the open market or the Transfer of shares by the Company in
connection with a strategic acquisition or similar transaction where the Company
(directly or through one or more subsidiaries) is the acquiring party. In
connection with the Airborne Stock Purchase, Airborne was granted certain
"piggyback" registration rights relating to their shares of Common Stock. In
addition, under the terms of the Airborne Stock Purchase, Airborne was granted
the right to appoint one Director to the Company's Board of Directors. On April
23, 1997, Mr. Roy Liljebeck was designated by Airborne to be its Board designee.
MED was organized under the laws of the Isle of Jersey in 1996. Of the
100 shares of MED currently outstanding, the Company owns 80 shares (5 of which
shares were acquired in connection with the Company's initial public offering
from Mr. Hazem Malhas, the Chief Operating Officer, for nominal consideration)
and Mr. Yousef Ghandour owns 20 shares. Mr. Yousef Ghandour is Mr. Fadi
Ghandour's uncle.
The Company leases the premises currently occupied by the Company's
London operations from Mr. Ali Ghandour, the father of Fadi Ghandour, at an
annual rental of $88,000. The lease renews annually. The Company believes that
the terms of the lease are at least as favorable to the Company as those
available from unaffiliated third parties.
The Company leases the premises currently occupied by the Company's
corporate offices in Amman, Jordan, from ARAM, an investment company controlled
by the Ghandour family at a 1997 annual rental of $70,000 and a 1998 annual
rental of $106,000. The lease renews annually. The Company believes that the
terms of the lease are at least as favorable to the Company as those available
from unaffiliated third parties. The Company is considering the acquisition of
this facility.
Ms. Asmahan Abboud, the sister of Fadi Ghandour, is a 50% shareholder
in two of the Company's Lebanese subsidiaries. In addition, Ms. Abboud and her
husband own 25% of the outstanding capital stock of the Company's Lebanese MED
subsidiary. Ms. Abboud's interest in the capital and retained earnings of the
Company's Lebanese subsidiaries was $170,364 for 1997 and $227,828 for 1996. Ms.
Abboud and her husband's aggregate salary from these operations was $96,512 for
1997 and $96,512 for 1996. Ms. Abboud and her husband received withdrawals from
these operations of $90,400 in 1997 and $51,155 in 1996.
In 1997, Mr. Fadi Ghandour personally guaranteed bank overdrafts in
Jordan in the aggregate amount of $200,000.
28
<PAGE>
The Company has entered into nominee shareholder agreements with Fadi
Ghandour and Ms. Raghida Ghandour, the sister of Fadi Ghandour, the owners of
78% and 22% of the share capital of Arab American International Express Company
(Aramex) Limited, the entity through which the Company conducts its Jordanian
operations. Mr. Ghandour and Ms. Ghandour have held their shares in Arab
American International Express Company (Aramex) Limited as nominees for the
Company since inception of its operations on April 3, 1982. However, in January
1995, the Company formalized the arrangement with Mr. Ghandour and Ms. Ghandour
pursuant to nominee shareholder agreements which have been subsequently amended
in connection with the Reorganization. Pursuant to such agreements, Mr. and Ms.
Ghandour confirmed that they are holding their respective shares in the name of
the Company and that they will abide by any written instructions given by the
Company concerning the shares. The Company agreed that they will reimburse and
indemnify Mr. and Ms. Ghandour for all expenses incurred in acquiring and
holding the shares. Arab American International Express Company (Aramex) Limited
has been included in the consolidated financial statements of the Company as a
wholly-owned subsidiary for all periods presented herein.
PART II
ITEM 14. DESCRIPTION OF SECURITIES TO BE REGISTERED
Not applicable.
PART III
ITEM 15. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 16. CHANGES IN SECURITIES AND CHANGES IN SECURITY FOR REGISTERED SECURITIES
None.
PART IV
ITEM 17. FINANCIAL STATEMENTS
The Company has elected to furnish the financial statements specified
by Item 18.
ITEM 18. FINANCIAL STATEMENTS
<TABLE>
<S> <C> <C> <C>
a) Financial statements which appear herein at the page indicated:
Report of Independent Public Accountants......................................................... F-2
Consolidated Balance Sheets at December 31, 1997 and 1996........................................ F-3
Consolidated Statement of Income For the Years Ended
December 31, 1997, 1996 and 1995................................................................. F-4
Statement of Changes in Shareholders' Equity For the Years
Ended December 31, 1997, 1996 and 1995........................................................... F-5
Consolidated Statement of Cash Flows for the Years
Ended December 31, 1997, 1996 and 1995........................................................... F-6
Notes to the Consolidated Financial Statements................................................... F-7
Other Auditor's Reports on certain Consolidated Financial Statements
(separate financial statements not included herein............................................... F-19
</TABLE>
29
<PAGE>
ITEM 19. FINANCIAL STATEMENTS AND EXHIBITS
The financial statements listed in Item 18 are incorporated by
reference to this Item.
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
b)
3.1 Memorandum of Association of Aramex International Limited**
3.2 Bye-laws of Aramex International Limited**
4.1 Specimen of Common Stock Certificate**
4.2 Form of Underwriter's Warrant Agreement including form of Redeemable Warrant Certificate
for the Company's initial public offering.**
10.1 Stock Option Plan**
10.2 Form of Agreement granting a license to use the "Aramex" name**
10.3 Form of Management Agreement**
10.4 Form of Agreement with each of the Company's Middle East (MED) Mail Order Catalog
Companies**
10.5 Employment Agreement dated as of January 13, 1997 between Aramex International Limited
and William Kingson**
10.6 Employment Agreement dated as of January 13, 1997 between Aramex International Limited
and Fadi Ghandour**
10.7 Form of Indemnification Agreement, between Aramex International Limited and members of
the Board of Directors**
10.8 Stock Purchase Agreement dated as of October 22, 1996 between Aramex International
Limited and Airborne Freight Corporation**
10.9 Shareholders Agreement dated October 22, 1996 between William Kingson, Fadi Ghandour,
Rula Ghandour and Airborne Freight Corporation**
10.10 Amendment No. 1 to Shareholders Agreement dated as of December 11, 1996 between William
Kingson, Fadi Ghandour, Rula Ghandour and Airborne Freight Corporation as amended by
Agreement dated as of December 12, 1996**
10.11 Nominee Shareholder Agreement dated January 1, 1995 by and between Raghida Ali Ghandour
and Aramex International Limited**
10.12 Nominee Shareholder Agreement dated January 1, 1995 by and between Raghida Ali Ghandour
and Aramex International Limited**
10.13 Amendment No. 1 to each of the Nominee Shareholder Agreements dated as of December 23,
1996.**
21.1 List of subsidiaries of Aramex International Limited
- ---------
</TABLE>
** Previously filed in the Company's Registration Statement on Form F-1
(Registration Statement No.333-15639) and incorporated herein by reference.
30
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant certifies that it meets all of the requirements for
filing of Form 20-F and has duly caused this annual report to be signed on its
behalf by the undersigned, thereunto duly authorized.
ARAMEX INTERNATIONAL LIMITED
By: /s/ William S. Kingson
-----------------------------
Name: William S. Kingson
Title: Chairman of the Board
Dated: April 1, 1998
31
<PAGE>
Aramex International Limited
Consolidated Financial Statements as of December 31, 1997 and 1996
Together with
Auditors' Report
32
<PAGE>
Index To Financial Statements
Page
----
Report of Independent Public Accountants............................ F-2
Consolidated Balance Sheets at December 31, 1997 and 1996........... F-3
Consolidated Statements of Income For the Years Ended
December 31, 1997, 1996 and 1995.................................. F-4
Statement of Changes in Shareholders' Equity For the Years
Ended December 31, 1997, 1996 and 1995............................. F-5
Consolidated Statements of Cash Flows For the Years Ended
December 31, 1997, 1996 and 1995................................... F-6
Notes to Consolidated Financial Statements........................... F-7
Other Auditors' Reports on certain Consolidated Financial
Statements (separate financial statements not included herein)....... F-19
F-1
<PAGE>
[LETTERHEAD OF ARTHUR ANDERSEN]
-----------------------------
Arthur Andersen & Co.
Certified Public Accountants
-----------------------------
BMB Centre Diplomatic Area
P.O. Box 20323 Manama Bahrain
Telephone 530400 Fax 530321
C.R. No. 8877
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To The Shareholders and Board of Directors of
Aramex International Limited
We have audited the accompanying consolidated balance sheets of ARAMEX
International Limited (a Bermuda Corporation as defined in Note 1 to
consolidated financial statements) and subsidiaries as of December 31, 1997 and
1996 and the related consolidated statements of income, changes in shareholders'
equity and cash flows for each of the three years in the period ended December
31, 1997. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits. We did not audit the
financial statements of certain subsidiaries operating in Saudi Arabia (1995
only), United Kingdom, United States and France, which reflect total assets and
total revenue of 29 percent and 28 percent in 1996, and 41 percent and 39
percent in 1995, respectively, of the consolidated totals. Those statements were
audited by other auditors whose reports have been furnished to us, and our
opinion, insofar as it relates to the amounts included for those entities is
based solely on the reports of the other auditors.
We conducted our audits in accordance with International Auditing Standards
which are substantially consistent with those in the United States. Those
standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatements. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits and the reports of other auditors provide a
reasonable basis for our opinion.
In our opinion, based on our audits and the reports of other auditors, the
financial statements referred to above present fairly, in all material respects,
the financial position of ARAMEX International Limited and subsidiaries as of
December 31, 1997 and 1996 and the results of their operations and their cash
flows for each of the three years in the period ended December 31, 1997 in
conformity with International Accounting Standards.
/s/ Arthur Andersen
----------------------------
Arthur Andersen
Certified Public Accountants
Manama - Bahrain
February 10, 1998
F-2
<PAGE>
Aramex International Limited and Subsidiaries
Consolidated Balance Sheets
As Of December 31, 1997 and 1996
(In Thousands Of U.S. Dollars)
<TABLE>
<CAPTION>
ASSETS Notes 1997 1996
- ------ ----- ---- ----
<S> <C> <C> <C>
Current Assets
Cash on hand and at banks 3 6,627 2,335
Receivables, net 4 15,592 11,694
Deferred income taxes 14 54 37
Other current assets 5 2,438 1,968
------ ------
Total current assets 24,711 16,034
Property, plant and equipment, net 6 5,012 2,811
Investments in affiliates, at cost 40 40
Other assets 941 487
------ -----
Total Assets 30,704 19,372
====== ======
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Current Liabilities
Due to banks 8 587 715
Current portion of long term debt 9 352 112
Trade payables 6,305 5,239
Other current liabilities 7 3,871 3,318
----- -----
Total current liabilities 11,115 9,384
------ -----
Long term debt 9 456 130
Deferred income taxes 14 52 34
Other liabilities 2 1,337 915
----- ----
1,845 1,079
----- -----
Minority interests in subsidiaries 985 256
Shareholders' Equity
Share capital 1,10 44 34
Additional paid in capital 1,10 7,263 2,225
Cumulative translation adjustment (5) 58
Retained earnings 9,457 6,336
------ -----
Total shareholders' equity 16,759 8,653
------ ------
Total Liabilities and shareholders' equity 30,704 19,372
====== ======
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements
F-3
<PAGE>
Aramex International Limited and Subsidiaries
Consolidated Statements Of Income
For The Years Ended December 31, 1997, 1996 and 1995
(In Thousands Of U.S. Dollars except for shares and per share data)
<TABLE>
<CAPTION>
Notes 1997 1996 1995
----- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues 11 66,330 52,275 43,602
Shipping costs 12 (35,471) (28,080) (23,045)
--------- --------- --------
Gross profit 30,859 24,195 20,557
Operating expenses (10,682) (9,796) (7,986)
Selling, general and administrative expenses (17,278) (12,003) (10,664)
-------- -------- --------
Operating income 2,899 2,396 1,907
-------- -------- --------
Other income (expenses) -
Interest income 365 - -
Interest expenses (65) (102) (61)
(Loss) gain on sale of assets (44) 14 (1)
Exchange (loss) gain (37) (13) 31
Other income 142 71 69
--------- --------- ---------
361 (30) 38
--------- --------- ---------
Income before income taxes 3,260 2,366 1,945
Provision for income taxes 14 (170) (157) (266)
Minority interests 31 (162) (157)
--------- --------- ----------
Net income 3,121 2,047 1,522
========= ========= ==========
Basic Earnings per share 15 0.71 0.64 0.49
--------- --------- ---------
--------- --------- ---------
Diluted earnings per share 15 0.69 0.64 0.49
--------- --------- ---------
--------- --------- ---------
Weighted average number of shares outstanding - basic 4,396,811 3,184,939 3,125,000
--------- --------- ---------
--------- --------- ---------
Weighted average number of shares outstanding - diluted 4,523,047 3,184,939 3,125,000
========= ========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements
F-4
<PAGE>
Aramex International Limited And Subsidiaries
Statement Of Changes In Shareholders' Equity
For The Years Ended December 31, 1997, 1996 and 1995
(In Thousands Of U.S. Dollars, Except For Share Data)
<TABLE>
<CAPTION>
Share Capital Retained Earnings
------------------- -----------------------------
Additional Cumulative Total
Paid in Translation Unappropriated Shareholders'
Shares Amount Capital Adjustments Legal Reserve Earnings Equity
--------- ------ ---------- ---------- ------------ -------------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at January 1,
1995 3,125,000 31 228 (137) 46 2,721 2,889
Net income -- -- -- - 4 1,518 1,522
Translation adjustment -- -- -- (7) -- -- (7)
--------- -------- -------- ------ ------- -------- --------
Balance at December 31,
1995 3,125,000 31 228 (144) 50 4,239 4,404
Issuance of shares 304,688 3 1,997 -- -- -- 2,000
Net income -- -- -- -- 25 2,022 2,047
Translation adjustment -- -- -- 202 -- -- 202
--------- ------ ------ ------ ------- -------- ------
Balance at December 31,
1996 3,429,688 34 2,225 58 75 6,261 8,653
Issuance of shares 1,000,000 10 5,038 -- -- -- 5,048
Net income -- -- -- -- -- 3,121 3,121
Translation adjustment -- -- -- (63) -- -- (63)
--------- ----- ----- ------ ------- -------- -------
Balance at December 31,
1997 4,429,688 44 7,263 (5) 75 9,382 16,759
========= ==== ===== ======= ======= ======== ======
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements
F-5
<PAGE>
Aramex International Limited And Subsidiaries
Consolidated Statements Of Cash Flows
For The Years Ended December 31, 1997, 1996 and 1995
(In Thousands Of U.S. Dollars)
<TABLE>
<CAPTION>
CASH FLOWS FROM OPERATING ACTIVITIES 1997 1996 1995
- ----------------------------------- ---- ---- ----
<S> <C> <C> <C>
Income before income taxes 3,260 2,366 1,945
Adjustments to reconcile income before tax
to net cash from operating activities -
Depreciation 1,319 868 891
Loss (gain) on sale of assets 44 (14) 1
----- ------ ------
4,623 3,220 2,837
Increase in receivables (3,898) (2,625) (484)
Increase in other current assets (470) (1,144) (125)
Increase (decrease) in payables 1,066 578 (1,065)
Increase (decrease) in other liabilities 422 173 (307)
Increase in other current liabilities 553 477 659
Other 34 (10) 13
----- ------ ------
Cash generated from operations 2,330 669 1,528
Income taxes paid (217) (198) (62)
----- ------ ------
Net cash from operating activities 2,113 471 1,466
----- ------ ------
CASH FLOWS FROM INVESTING ACTIVITIES
- ------------------------------------
Purchase of property, plant and equipment (3,841) (1,029) (757)
Proceeds from sale of assets 234 48 67
Increase in other assets (454) (159) (180)
------ ------ ------
Net cash used in investing activities (4,061) (1,140) (870)
------ ------ ------
CASH FLOWS FROM FINANCING ACTIVITIES
- ------------------------------------
Due to banks, net (128) (62) 435
Proceeds from long term loan 678 238 5
Repayment of long term debt (112) (141) (95)
Issuance of shares 5,048 2,000 -
Proceeds from issue of common stock to minority interests 894 214 266
Payments to minority interests (134) (197) (929)
Due to shareholders, net - (396) 71
----- ------ ------
Net cash from (used in) financing activities 6,246 1,656 (247)
----- ------ ------
Effect of exchange rate changes on cash (6) 7 (2)
----- ------ ------
Net increase in cash on hand and at banks 4,292 994 347
Cash on hand and at banks, beginning of year 2,335 1,341 994
------ ------ ------
Cash on hand and at banks, end of year 6,627 2,335 1,341
====== ====== ======
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements
F-6
<PAGE>
Aramex International Limited And Subsidiaries
Notes to Consolidated Financial Statements
December 31, 1997 and 1996 and 1995
(In Thousands Of U.S. Dollars, Except For Shares And Per Share Data)
(1) BUSINESS AND ORGANIZATION
ARAMEX International Limited, ("ARAMEX" or the "Company") was incorporated
under the laws of Bermuda on October 31, 1996 to be the successor to ARAMEX
International, Limited, a Hong Kong company which was incorporated in February
1986 ("ARAMEX Hong Kong").
On December 13,1996, ARAMEX subscribed for 100 shares of ARAMEX Hong Kong
(the "Ordinary Shares") and each share of ARAMEX Hong Kong outstanding prior to
such subscription was converted by a special resolution of the Shareholders of
ARAMEX Hong Kong into non-voting deferred shares (the "Deferred Shares")
(collectively, the "Reorganization"). The Deferred Shares do not carry voting
rights (other than in respect of resolutions affecting their class rights) and
are effectively subordinated to the Ordinary Shares (all of which are held by
ARAMEX) in respect of all dividends, distributions and liquidation rights until
such time as the holders of Ordinary Shares have received $100 billion.
Accordingly, no value has been assigned to the Deferred Shares. Pursuant to the
Reorganization, ARAMEX became the parent holding company of ARAMEX Hong Kong.
The existing shareholders of ARAMEX Hong Kong will retain a nominal interest in
ARAMEX Hong Kong through their ownership of the Deferred Shares. ARAMEX Hong
Kong transferred its properties, assets and other claims, rights and interests
which were directly or indirectly, owned, licensed or used by it to ARAMEX
subject to certain conditions.
ARAMEX has an authorized share capital of 15,000,000 shares of common stock
with a par value of $0.01 per share. The Company is also authorized to issue
5,000,000 shares of preferred stock with a par value of $ 0.01 per share, none
of which has been issued or is outstanding.
Principal Activities
ARAMEX provides express delivery and freight forwarding services from its
main stations (hubs) in Dubai, London, New York and Amman primarily to, from and
within destinations in the Middle East. ARAMEX's operations are controlled
through a regional office which was registered in Jordan on March 15, 1988 under
the name of ARAMEX International Limited (the "Regional Office") pursuant to the
foreign companies law No. (58) of 1985. The operations of the Regional Office
are facilitated by the hubs of the ARAMEX network.
Effective January 1, 1996, the Company formally inaugurated its direct
marketing and mail order catalog service at certain stations in the Middle East.
The service, called Middle East Direct ("MED"), provides assistance to customers
in selecting, ordering and delivering merchandise through catalogs of retail
companies based principally in the United States and Western Europe.
(2) SIGNIFICANT ACCOUNTING POLICIES
a) Basis of presentation
The consolidated financial statements of the Company have been prepared
in accordance with International Accounting Standards (IAS). For
purposes of these financial statements, there are no significant
differences between the Company's accounting principles utilized and
the accounting principles generally accepted in the United States.
b) Principles of consolidation
The consolidated financial statements include the accounts of the
Company and all of its subsidiaries that are controlled directly and
indirectly through agreements that provide the Company with authority
to govern the financial and operating affairs of the subsidiaries. All
significant intercompany accounts and transactions have been
eliminated.
F-7
<PAGE>
Following is a listing of the subsidiaries, comprising the consolidated
financial statements together with the respective percentage and investment
amounts owned by ARAMEX International Limited:
<TABLE>
<CAPTION>
SUBSIDIARIES INVESTMENT OWNERSHIP
1997 1996 1997 1996 1995
---- ---- ---- ---- ----
% % %
<S> <C> <C> <C> <C> <C>
Amman 474 249 100 100 100
Damascus 6 6 60 60 60
Beirut** 0 0 50 50 50
Beirut CGO** 1 1 50 50 50
Cairo** 8 8 49 49 49
Dubai 245 245 100 100 100
Abu Dhabi 75 75 100 100 100
Doha 20 20 100 100 100
Bahrain 3 3 100 100 100
Jeddah** 80 80 50 50 50
Nicosia 0 0 100 100 100
Paris 36 36 100 100 85
London 804 804 100 100 100
Washington, D.C. 15 15 100 100 100
New York 1,000 1,000 100 100 100
Texas* - - - - 99
Montreal** 7 7 19.5 19.5 19.5
Kuwait 0 0 100 100 100
New Jersey 82 82 100 100 51
Athens 228 228 100 100 100
Jerusalem 0 0 100 100 -
Palestine 100 - 100 - -
Ramallah 54 - 51 - -
Med 218 17 80 80 -
</TABLE>
- ------------
* The Houston station was closed in 1995.
** Controlled through shareholder agreements.
c) Use of estimates
The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual amounts could differ
from those estimates.
d) Concentration of risk in geographic area
The Company derived approximately 78%, 75% and 71%, respectively, of
1997, 1996 and 1995 revenues from operations in the Middle East. The
risk of doing business in this region could adversely affect the
Company, as the region has been subject to many destabilizing political
and economic factors over the years.
e) Revenue recognition
Revenues are recognized when shipments are completed. For
"door-to-door" shipments, revenues are recognized upon delivery of
freight at the destination. For other shipments, revenues are
recognized upon delivery of freight to the air carrier, at which time,
the revenue process is completed.
Certain customers pay in advance, giving rise to deferred revenue.
f) Translation of the financial statements of foreign stations
F-8
<PAGE>
The Company's functional currency is the United States Dollar. The
financial statements of foreign subsidiaries where the local currency
is the functional currency (substantially all stations) are translated
into U.S Dollars using exchange rates in effect at period end for
assets and liabilities and average exchange rates during each reporting
period for results of operations. Adjustments resulting from
translation of financial statements are reflected as a separate
component of shareholders' equity.
Exchange gains and losses resulting from transactions of the Company
and its subsidiaries which are made in currencies different from their
own are included in income as they occur.
g) Property, plant and equipment
Property, plant and equipment are recorded at cost and are depreciated
over their estimated useful lives using primarily the straight-line
method.
The estimated useful lives of these assets are:
Furniture and fixtures 7 years
Office equipment 7 years
Computers 5 years
Vehicles 5 years
Assets held under capital leases are depreciated over the shorter of
the lease terms and the useful lives of the assets.
h) Income taxes
The Company provides income taxes in accordance with IAS 12. As an
offshore company incorporated in Bermuda, profits from operations of
foreign subsidiaries are not subject to Bermudan taxes. For certain
operations in the Middle East, the Company is exempt from income taxes.
For other operations, deferred income taxes have been provided, using
the liability method under IAS 12, for the difference between the book
and tax bases of assets and liabilities.
Deferred income taxes have not been provided on the undistributed
earnings of subsidiaries operating outside of Bermuda, as such earnings
are expected to be indefinitely reinvested or, if distributed, are
expected to be distributed tax free.
i) Employee termination indemnities
Certain of the Company's subsidiaries are required, by the labor law of
each related country, to provide indemnity payments upon termination of
relationship with their employees. The benefit accrues to employees on
a pro-rata basis during their employment period and is based on each
employee's current salary. Other liabilities in the accompanying
Consolidated Financial Statements reflects the maximum amounts of the
indemnities as of the balance sheet dates of $1,212 and $855,
respectively, at December 31, 1997 and 1996.
(3) CASH ON HAND AND AT BANKS
Cash on hand and at banks as of December 31, 1997 includes compensating balances
of $300 maintained by the Company to support the Company's lines of credit.
F-9
<PAGE>
(4) RECEIVABLES
This item consists of the following:
1997 1996
------- ------
Trade receivables 15,902 11,917
------ -------
Employee advances 556 516
------ -------
16,458 12,433
Less: Allowance for doubtful accounts (866) (739)
------ -------
15,592 11,694
------ -------
------ -------
All employee advances bear no interest and are due within one year.
Geographic concentrations of accounts receivables as of December 31, 1997 and
1996 are the following:
1997 1996
------ ------
Middle East 77.4% 71.1%
Europe 17.5% 22.5%
North America 5.1% 6.4%
Management believes that all receivables, net of related allowances, will be
collected in due course.
Movements in the allowance for doubtful accounts are as follows:
<TABLE>
<CAPTION>
1997 1996 1995
------ ----- -----
<S> <C> <C> <C>
Balance - Beginning of the year 739 960 860
Provision 433 125 268
Write-offs (306) (346) (168)
------- ------- ------
Balance - End of the year 866 739 960
------- ------- ------
------- ------- ------
</TABLE>
(5) OTHER CURRENT ASSETS
This item consists of the following:
1997 1996
----- -----
Prepaid expenses 793 658
Share issuance expenses - 240
Refundable deposits 398 313
Advances 314 41
Tax withholdings 242 307
Supplies and stationary 448 274
Accrued interest receivable 157 -
Other 86 135
------- ------
2,438 1,968
------- ------
------- ------
F-10
<PAGE>
(6) PROPERTY, PLANT AND EQUIPMENT
This item consists of the following:
Costs:
<TABLE>
<CAPTION>
At the Beginning Exchange At the End
of the year Purchases Disposals Differences of the Year
---------------- ---------- ---------- ------------ -------------
<S> <C> <C> <C> <C> <C>
Land - 249 - - 249
Furniture and fixtures 1,542 848 (1) (24) 2,365
Office equipment 889 445 (22) (34) 1,278
Computers 1,696 942 (134) (11) 2,493
Vehicles 1,504 1,357 (371) (19) 2,471
--------- ------- ------- ----- ------
5,631 3,841 528 (88) 8,856
--------- ------- ------- ----- ------
--------- ------- ------- ----- ------
</TABLE>
Accumulated depreciation:
<TABLE>
<CAPTION>
At the
Beginning Depreciation Exchange At the End
of the Year Expense Disposals Differences of the Year
-------------- ------------ ---------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Furniture and fixtures 734 355 - (16) 1,073
Office equipment 423 190 (8) (15) 590
Computers 877 319 (24) (4) 1,168
Vehicles 786 455 (218) (10) 1,013
----------- ------------- -------- ------ -------
2,820 1,319 (250) (45) 3,844
----------- ------------- -------- ------ -------
Net book value 2,811 5,012
----------- -------
----------- -------
</TABLE>
The net book value of assets included above which are held under capital leases
is $676 as of December 31, 1997.
(7) OTHER CURRENT LIABILITIES
This item consists of the following:
1997 1996
------- --------
Accrued expenses 2,149 1,211
Deferred revenue 600 685
Income taxes payable 328 376
Social securities and taxes payable 436 541
Sales taxes and other 217 311
Other 141 194
------- --------
3,871 3,318
------- --------
------- --------
(8) DUE TO BANKS
ARAMEX and its subsidiaries maintain lines of credit with various banks in the
aggregate of $538 and $348, respectively, at December 31, 1997 and 1996. At
December 31, 1997 and 1996, the Company had $328 and $269 outstanding under
these lines of credit. Some of the lines of credit are personally guaranteed by
Mr. Fadi Ghandour and secured by a mortgage debenture over the assets of Aramex
(UK) International Courier Limited. The weighted average interest rates on the
Company's lines of credit were 12.8% and 11.9% at December 31, 1997 and 1996,
respectively. The remaining balances of $259 and $446 in Due to Banks as of
December 31, 1997 and 1996, respectively, represent bank overdrafts.
F-11
<PAGE>
(9) LONG TERM DEBT
This item consists of the following:
1997 1996
----- -----
Long term loan (a) 88 145
Long term notes payable (b) 44 97
Capital lease obligations (c) 676 -
------ ------
808 242
Less: current maturities (352) (112)
------ -------
Long term portion 456 130
------ -------
------ -------
(a) Long term loan
This represents a bank loan at a fixed interest rate of 9.875%. The loan is
denominated in Great Britain pounds and is secured by a mortgage debenture over
the assets of Aramex (UK) International Courier Limited.
(b) Long term notes payable
This represents various vehicle notes payable in monthly installments with
original average maturities of three years, at interest rates ranging from 6.75%
to 16%. Long term notes payable including current maturities are payable in
various currencies including the U.S. Dollars.
The aggregate amounts of annual principal maturities of long-term loan and notes
payable are as follows:
December 31
------------
1998 94
1999 38
2000 -
(c) Capital lease obligations
1997 1996
----- ----
Capital lease obligations in respect of 676 -
vehicles and telephone equipment
Less: current maturities (258) -
------ ----
Long term portion 418 -
------ ----
------ ----
Future minimum annual payments under all noncancellable capital leases are as
follows:
December 31
------------
1998 316
1999 347
2000 101
2001 6
2002 1
-------
Total minimum lease payments 771
Less: interest component (95)
-------
Present value of minimum lease payments 676
-------
-------
F-12
<PAGE>
(10) SHARE CAPITAL
ARAMEX has an authorized share capital of 15,000,000 shares of common stock with
a par value of $0.01 per share. The Company is also authorized to issue
5,000,000 shares of preferred stock with a par value of $0.01 per share, none of
which has been issued or is outstanding.
On January 13, 1997, the Company completed an initial public offering of
1,000,000 shares of common stock on the Nasdaq National Market at a price of $7
per share. The net proceeds of the issue received by the Company, (after
deducting underwriting discounts, commissions and other costs associated with
the offering), were approximately $5,048.
On January 29, 1997, the underwriters exercised their over-allotment option
(which was granted by the Selling Shareholders), on 150,000 shares of the
Company's common stock. The Company has also agreed to sell, for a nominal
price, to the Underwriters, warrants to purchase up to 100,000 shares of its
common stock at an exercise price of $8.40 per share. The warrants are not
redeemable, and are exercisable during a four-year period commencing January 13,
1998. The warrants provide, subject to certain conditions, for a period of four
years commencing on January 13, 1998, one "demand" registration right and will
provide, subject to certain conditions, for a period of three years commencing
January 13, 1999, certain "piggyback" registration rights.
The following options have been granted under the Company's Stock Option Plan:
<TABLE>
<CAPTION>
Balance at the Balance at
beginning of the Granted during Exercised during the end of Exercise
year the year the year the year price
------------------- ------------------ ------------------ -------------- --------------
<S> <C> <C> <C> <C> <C>
Mr. F. Ghandour - 100,000 - 100,000 $7.00
Mr. W. Kingson - 100,000 - 100,000 $7.70
Officers & managers - 100,000 - 100,000 $7.00
------------------- ------------------ ------------------ --------------
- 300,000 - 300,000
------------------- ------------------ ------------------ --------------
------------------- ------------------ ------------------ --------------
</TABLE>
The Plan provides for the granting of incentive stock options and nonqualified
stock options. The total number of shares available for grant under the Plan
shall not exceed 400,000. The option price shall not be less than 100% of the
fair market value of the Company's share on the date of the grant. In the case
of an incentive stock option recipient possessing more than 10% of the total
combined voting power of all classes of stock of the Company or any of its
subsidiaries, the option price shall not be less than 110 % of the fair market
value of the Company's share on the date of the grant. On January 13, 1997, Mr.
Fadi Ghandour (CEO), was granted nonqualified options to purchase 100,000 shares
of common stock at an option price of $7 per share. The options are exercisable
for a period of ten years from the date of vesting. Fifty percent of these
options vested on January 13, 1997 and the other fifty percent vested six months
from said date. On January 13, 1997, Mr. William Kingson (Chairman), was granted
incentive stock options to purchase 100,000 shares of common stock at an option
price of $7.7 per share. The options are exercisable for a period of five years
from the date of vesting. Fifty percent of these options have vested on January
13, 1997 and the other fifty percent vested six months from said date.
Stock options to purchase an additional aggregate 100,000 shares of common stock
at an exercise price equal to $7 per share have been granted on January 13, 1997
to certain of the Company's executive officers and managers. These options will
vest over a five-year period on the basis of one-quarter each year following the
first anniversary of the grant of such options.
International Accounting Standards do not require compensation expense to be
recognized for stock options. Under United States generally accepted accounting
principles, stock options are accounted for in accordance with the provisions of
Statement of Financial Accounting Standard NO. 123, "Accounting for Stock-Based
Compensation" (SFAS 123). As permitted by SFAS 123, the Company has elected to
account for stock-based compensation using the intrinsic value method under
Accounting Principles Board Opinion No. 25. Accordingly no compensation expense
has been recognized for stock options. If compensation expense for the Company's
stock options issued in 1997 had been determined based on the fair value method
of accounting, as defined in SFAS 123, the Company's net income and earnings per
share would have been reduced to the pro forma amounts indicated below:
F-13
<PAGE>
1997
----
Net income:
As reported 3,121
Pro forma 2,338
Basic earnings per share:
As reported 0.71
Pro forma 0.53
Diluted earnings per share
As reported 0.69
Pro forma 0.52
The fair value of granted stock options is estimated on the date of the grant
using a variant of the Black-Scholes option pricing model incorporating the
following assumptions:
Expected share price volatility 34.4%
Risk free interest rate 6.4% - 6.8%
Expected life of options 5 to 10 years
The weighted average fair value of stock options granted during 1997 was $3.27
per option share. No options were granted during 1996 and 1995.
(11) REVENUES
This item consists of the following:
1997 1996 1995
------ ------ ------
International Express 36,556 30,798 25,491
Freight forwarding 21,697 15,186 14,306
Domestic Express 3,967 2,880 2,007
MED 1,833 1,078 -
Other* 2,277 2,333 1,798
------ ------ -------
66,330 52,275 43,602
------ ------ -------
------ ------ -------
- ------------
* Amounts represent revenues from other services which the Company
renders such as airline ticketing and travel. All related costs are
reflected in shipping costs.
(12) SHIPPING COSTS
This item consists of the following:
<TABLE>
<CAPTION>
1997 1996 1995
------ ------ -----
<S> <C> <C> <C>
Linehaul expenses - Express 7,392 7,281 5,608
Distribution expenses - Express 6,607 4,879 4,347
Inbound costs - Express 1,555 1,441 949
Freight forwarding and related expenses 16,843 11,904 11,279
MED cost of sales 1,246 697 -
Other 1,828 1,878 862
-------- ------- --------
35,471 28,080 23,045
-------- ------- --------
-------- ------- --------
</TABLE>
F-14
<PAGE>
(13) COMMITMENTS
The Company leases office space and office and transportation equipment under
various operating leases, some of which are renewable annually. Rent expense
related to these leases amounted to $1,159, $1,072 and $892 for the years ended
December 31, 1997, 1996 and 1995, respectively. The Company believes that most
operating leases should be renewable at comparable rates to the expiring leases.
The approximate minimum annual rental commitments of the Company under the
existing lease agreements, are as follows:
December 31
-----------
1998 807
1999 431
2000 228
2001 134
2002 95
Thereafter 45
(14) INCOME TAXES
The provision for income taxes on results of operations of foreign subsidiaries
is comprised of the following:
1997 1996 1995
------ ----- ------
Current 169 167 252
Deferred 1 (10) 14
------ ----- -----
170 157 266
------ ----- -----
------ ----- -----
Deferred income taxes are provided in accordance with the liability method under
IAS 12, for the temporary differences between the financial reporting basis and
the tax basis of the Company's assets and liabilities. The composition of
deferred taxes reflected on the balance sheet is as follows:
Assets (Liabilities)
1997 1996
------- -------------
Current
Provision for doubtful accounts 30 17
Termination indemnities 19 15
Donation carryover 5 5
------ ------
54 37
------ ------
Non-current
Depreciation 6 5
Net operating losses carryforward 871 587
Other 7 1
Valuation allowance (936) (627)
------ ------
(52) (34)
------ ------
2 3
------ ------
------ ------
At December 31, 1997, the Company and its subsidiaries had net operating losses
carryforward of approximately $2,407 which expire between 1998 and 2012.
F-15
<PAGE>
The Company's consolidated effective tax rate was 5.2%, 6.7% and 13.7% for 1997,
1996, and 1995, respectively. The principal differences between these effective
tax rates and the statutory tax rate applicable in the United States of 35% are
as follows:
<TABLE>
<CAPTION>
1997 1996 1995
------ ----- -----
<S> <C> <C> <C>
Computed tax at U.S. rate of 35% 1,141 828 681
Effects of tax exemptions (633) (320) (228)
Effect of lower rates in certain countries (650) (430) (518)
Losses not benefited 400 107 253
Other (88) (28) 78
------ ---- -------
170 157 266
------ ---- -------
------ ---- -------
</TABLE>
In certain countries the tax returns have not yet been reviewed by the tax
authorities. However, the Company is satisfied that adequate provisions have
been provided for potential tax contingencies.
As of December 31, 1997, the retained earnings of the Company represent the
retained earnings of ARAMEX and its share of the retained earnings of its other
subsidiaries. Such earnings are expected to be indefinitely reinvested or if
distributed, are expected to be distributed tax-free.
(15) EARNINGS PER SHARE
<TABLE>
<CAPTION>
Weighted average Weighted average Basic Diluted
Net No. of shares - Effect of No. of shares - earnings per earnings per
income basic dilution diluted share share
---------- ------------------- --------------- --------------------- --------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
1997 3,121 4,396,811 126,236 4,523,047 0.71 0.69
1996 2,047 3,184,939 - 3,184,939 0.64 0.64
1995 1,522 3,125,000 - 3,125,000 0.49 0.49
</TABLE>
(16) LITIGATION
In September 1995, an action was brought by a station manager against the
Company, claiming $1,000 in damages for certain breaches of contracts and other
matters. The Company's legal counsel has filed a motion for summary judgment. On
February 3, 1997, the motion for partial summary judgment was granted, and the
only remaining claim is the claim for an accounting. The Company's legal counsel
filed a motion for partial summary judgment on the claim for an accounting. The
motion was denied and the plaintiff was granted an accounting. The only claims
remaining are the counterclaims of the Company. A trial date is set for June 30,
1998 on the Company's counterclaims. Management believes that this action should
not have a material adverse effect on the financial position or results of
operations of the Company.
(17) RELATED PARTY TRANSACTIONS
On October 21, 1996, ARAMEX Hong Kong, sold 195 shares of common stock (304,688
shares after the reorganization effected on December 13, 1996 as discussed in
Note 1), to Airborne Freight Corporation ("Airborne") for an aggregate
consideration of $2,000 ("the Airborne stock purchase"). In connection with such
purchase, the stockholders of ARAMEX Hong Kong entered into a Shareholders
Agreement (the Shareholders Agreement), as amended on December 11, 1996 which
provides, among other things, that in the event the Company transfer (as defined
in the Shareholders Agreement) any shares of common stock to certain listed
competitors of Airborne or any other company primarily engaged in the
transportation of air freight or air express shipments, Airborne has the right
F-16
<PAGE>
to sell all of its shares of common stock to the Company on the same terms and
conditions as the sale to such other company. In the event that Messrs. Kingson
and Ghandour and/or Ms. Rula Ghandour transfer any shares of common stock to
certain listed competitors to Airborne or any other company primarily engaged in
the transportation of air freight or air express shipments, it shall be a
condition of such transfer that Airborne shall be offered the right to sell to
such competitor all of its shares of common stock on the same terms and
conditions as the sale by Messrs. Kingson and Ghandour and/or Ms. Rula Ghandour.
In addition, under the terms of the Airborne stock purchase, Airborne was
granted certain "piggyback" registration rights relating to its shares of common
stock and is entitled to appoint one director to the Company's Board of
Directors for as long as Airborne continues to own at least half of the shares
it acquired in the Airborne stock purchase.
On January 4, 1995, the Company purchased the minority interest of one of its
Middle East stations and immediately sold it to another third party for $640. As
part of the transaction, the new minority shareholder paid during 1996 and 1995
$214 and $266 in cash respectively. The balance of $160 was paid during 1997.
Payments to minority interests in the accompanying statements of cash flows
represent dividends paid to minority shareholders in subsidiaries and, in 1995,
the cost of purchasing the Middle Eastern stations discussed above.
The Company leases the premises currently occupied by the Company's London
operations from Mr. Ali Ghandour, the father of Mr. Fadi Ghandour (CEO), at an
annual rental of $88 (GBP 50). The lease is open-ended and is renewed annually.
The Company believes that the terms of the lease are at least as favorable to
the Company as those available from unaffiliated third parties.
During 1996, the Company leased the premises currently occupied by the Company's
corporate offices in Amman, Jordan, from ARAM, an investment company controlled
by the CEO's family at an annual rental of $70 (JD 50). The lease is open-ended
and is renewed annually. The Company believes that the terms of the lease are at
least as favorable to the Company as those available from unaffiliated third
parties.
Mr. Fadi Ghandour has personally guaranteed bank overdrafts in Jordan in the
aggregate amount of $200.
(18) RESTRICTIONS ON UNAPPROPRIATED EARNINGS
The legal reserve of the Company represents earnings restricted from payment of
dividends in accordance with the local laws of the domiciles of certain
subsidiaries. The law dictates that a fixed percentage, which is 10% of the net
income of the applicable subsidiaries, must be annually appropriated.
(19) INDUSTRY SEGMENT AND GEOGRAPHIC AREA
The company operates predominantly in a single industry as a courier and cargo
freight forwarder. The following is a summary of financial data by geographic
area:
1997 1996 1995
-------- -------- --------
Revenues (1)
Middle East 66,799 51,167 40,580
North America 6,012 5,809 6,097
Europe 12,342 11,038 10,148
Eliminations (18,823) (15,739) (13,223)
-------- --------- ----------
Total revenues 66,330 52,275 43,602
-------- --------- ----------
-------- --------- ----------
F-17
<PAGE>
1997 1996 1995
-------- -------- --------
Operating profit (loss)
Middle East 2,717 2,148 2,017
North America (84) (29) (51)
Europe 266 277 (44)
Eliminations - - (15)
-------- --------- ----------
Total operating profit 2,899 2,396 1,907
-------- --------- ----------
-------- --------- ----------
1997 1996
------- --------
Identifiable assets
Middle East 38,099 24,909
North America 1,569 1,387
Europe 4,905 4,737
--------- ---------
Total identifiable assets 44,573 31,033
Eliminations (13,909) (11,701)
Investments in affiliates 40 40
-------- --------
Total assets 30,704 19,372
-------- --------
-------- --------
- ----------
(1) Revenues between stations that are wholly owned subsidiaries are priced
at cost. Transactions with other affiliated stations are priced at cost
plus 10%. All intercompany transactions have been eliminated in
consolidation
(20) SUPPLEMENTAL FINANCIAL STATEMENT DISCLOSURES
Disclosures about fair values of financial instruments:
The carrying amounts of cash, current receivables, trade payables, due to banks
and long term debt approximate their fair market values.
F-18
<PAGE>
[LETTERHEAD OF METHA & TENGRA]
ARAMEX INTERNATIONAL COURIER FRANCE SARL
REPORT OF THE AUDITORS
We have audited the accompanying balance sheet of Aramex International
Courier France Sarl as of 31 December 1996 and the related statements of income
and cash flows for the year then ended. The accounts for the year ended 31
December 1994 were not audited by us. The company's manager is responsible for
the preparation of the financial statements. It is our responsibility to form an
independent opinion, based on our audit, on those financial statements and to
report our opinion to you.
Basis of Opinion
We conducted our audit in accordance with Auditing Standards issued by
the Auditing Practices Board in the United Kingdom, which are accepted as
substantially consistent with those in the United States. An audit includes an
examination on a test basis of evidence relevant to the amounts and disclosures
in the financial statements. It also includes an assessment of the significant
estimates and judgements made by the manager in the preparation of the financial
statements, and of whether the accounting policies are appropriate to the
company's circumstances consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information
and explanations which we considered necessary in order to provide us with
sufficient evidence to give reasonable assurance that the financial statements
are free from material misstatement, whether caused by fraud or other
irregularity or error. In forming our opinion we also evaluated the overall
adequacy of the presentation of information in the financial statements.
Opinion
In our opinion the financial statements give a true and fair view of
the state of affairs of the company at 31 December 1996 and of its profit for
the year then ended and have been properly prepared in accordance with
applicable generally accepted accounting standards in the United Kingdom.
/s/ Mehta & Tengra
------------------------
Chartered Accountants
Registered Auditors
24 Bedford Row
London WC1R 4EB
Date: 24 March 1997
F-19
<PAGE>
[LETTERHEAD OF METHA & TENGRA]
ARAMEX INTERNATIONAL COURIER FRANCE SARL
REPORT OF THE AUDITORS
We have audited the accompanying balance sheet of Aramex International
Courier France Sarl as of 31 December 1995 and the related statements of income
and cash flows for the year then ended. The accounts for the year ended 31
December 1994 were not audited by us. The company's manager is responsible for
the preparation of the financial statements. It is our responsibility to form an
independent opinion, based on our audit, on those financial statements and to
report our opinion to you.
Basis of Opinion
We conduct our audit in accordance with Auditing Standards issued by
the Auditing Practices Board in the United Kingdom, which are accepted as
substantially consistent with those in the United States. An audit includes an
examination on a test basis of evidence relevant to the amounts and disclosures
in the financial statements. It also includes an assessment of the significant
estimates and judgements made by the manager in the preparation of the financial
statements, and of whether the accounting policies are appropriate to the
company's circumstances consistently, applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information
and explanations which we considered necessary in order to provide us with
sufficient evidence to give reasonable assurance that the financial statements
are free from material misstatement, whether caused by fraud or other
irregularity or error. In forming our opinion we also evaluated the overall
adequacy of the presentation of information in the financial statements.
Opinion
In our opinion the financial statements give a true and fair view of
the state of affairs of the company at 31 December 1995 and of its profit for
the year then ended and have been properly prepared in accordance with
applicable generally accepted accounting standards in the United Kingdom.
/s/ Mehta & Tengra
-----------------------------------
Chartered Accountants
Registered Auditors
4 Wellington Terrace Bayswater Road
London W2 4LW
Date: 30 December 1996
F-20
<PAGE>
[LETTER OF MEHTA & TENGRA]
ARAMEX (UK) INTERNATIONAL COURIER LIMITED
REPORT OF THE AUDITORS
We have audited the accompanying balance sheet of Aramex (UK)
International Courier Ltd as of 31 December 1996 and the related statements of
income and cash flows for the year then ended. The company's directors are
responsible for the preparation of these financial statements. It is our
responsibility to form an independent opinion, based on our audit, on those
financial statements and to report our opinion to you.
Basis of Opinion
We conducted our audit in accordance with Auditing Standards issued by
the Auditing Practices Board in the United Kingdom, which are accepted as
substantially consistent with those in the United States. An audit includes an
examination, on a test basis, of evidence relevant to the amounts and
disclosures in the financial statements. It also includes an assessment of the
significant estimates and judgements made by the directors in the preparation of
the financial statements, and of whether the accounting policies are appropriate
to the company's circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information
and explanations which we considered necessary in order to provide us with
sufficient evidence to give reasonable assurance that the financial statements
are free from material misstatement, whether caused by fraud or other
irregularity or error. In forming our opinion we also evaluated the overall
adequacy of the presentation of information in the financial statements.
Opinion
In our opinion the financial statements give a true and fair view of
the state of affairs of the company at 31 December 1996 and of its profit and
statement of cash flows for the year then ended and have been properly prepared
in accordance with the Companies Act 1985.
/s/ Mehta & Tengra
-------------------------
Mehta & Tengra
Chartered Accountants
Registered Auditors
24 Bedford Row
London WC1R 4EB
Date: 24 March 1997
F-21
<PAGE>
[LETTER OF MEHTA & TENGRA]
ARAMEX (UK) INTERNATIONAL COURIER LIMITED
REPORT OF THE AUDITORS
We have audited the accompanying balance sheet of Aramex (UK)
International Courier Ltd as of 31 December 1995 and the related statements of
income and cash flows for the year then ended. The company's directors are
responsible for the preparation of these financial statements. It is our
responsibility to form an independent opinion, based on our audit, on those
financial statements and to report our opinion to you.
Basis of Opinion
We conducted our audit in accordance with Auditing Standards issued by
the Auditing Practices Board in the United Kingdom, which are accepted as
substantially consistent with those in the United States. An audit includes an
examination, on a test basis, of evidence relevant to the amounts and
disclosures in the financial statements. It also includes an assessment of the
significant estimates and judgements made by the directors in the preparation of
the financial statements, and of whether the accounting policies are appropriate
to the company's circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information
and explanations which we considered necessary in order to provide us with
sufficient evidence to give reasonable assurance that the financial statements
are free from material misstatement, whether caused by fraud or other
irregularity or error. In forming our opinion we also evaluated the overall
adequacy of the presentation of information in the financial statements.
Opinion
In our opinion the financial statements give a true and fair view of
the state of affairs of the company at 31 December 1995 and of its profit and
statement of cash flows for the year then ended and have been properly prepared
in accordance with the Companies Act 1985.
/s/ Mehta & Tengra
--------------------------
Mehta & Tengra
Chartered Accountants
Date: 18 April 1996 [except with Registered Auditors
respect to the cash flow statements 4 Wellington Terrace
as to which the date is Baywater Road
23 December 1996] London W2 44LW
F-22
<PAGE>
[LETTERHEAD OF EDWARD ISAACS & COMPANY LLP]
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders Aramex International Courier, Ltd.
New York, New York
We have audited the consolidated balance sheets of Aramex International Courier,
Ltd. as of December 31, 1996 and 1995, and the related statements of operations
and accumulated deficit, and cash flows for each of the three years in the
period ended December 31, 1996 (none of which are shown separately herein).
These financial statements are the responsibility of the Companies' management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Aramex International Courier,
Ltd. as of December 31, 1996 and 1995, and the results of its operations and
cash flows for each of the three years in the period ended December 31, 1996 in
conformity with generally accepted accounting principles.
/s/ EDWARD ISAACS & COMPANY LLP
-------------------------------
New York, New York
February 5, 1997
F-23
<PAGE>
[LETTERHEAD OF EDWARD ISAACS & COMPANY LLP]
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholder Aramex International Courier of
Virginia, Inc. Falls Church, Virginia
We have audited the balance sheets of Aramex International Courier of Virginia,
Inc. as of December 31, 1996 and 1995, and the related statements of income and
retained earnings, and cash flows for each of the three years in the period
ended December 31, 1996 (none of which are shown separately herein). These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Aramex International Courier of
Virginia, Inc. as of December 31, 1996 and 1995, and the results of its
operations and cash flows for each of the three years in the period ended
December 31, 1996 in conformity with generally accepted accounting principles.
/s/ EDWARD ISAACS & COMPANY LLP
---------------------------------
New York, New York
January 28, 1997
F-24
<PAGE>
[LETTERHEAD OF EDWARD ISAACS & COMPANY LLP]
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders Aramex International Courier, Ltd.
New York, New York
We have audited the consolidated balance sheets of Aramex International
Courier, Ltd. and subsidiary, Aramex International Courier of N.J., Inc. as of
December 31, 1995, 1994 and 1993, and the related consolidated statements of
operations and accumulated deficit, and cash flows for each of the three years
in the period ended December 31, 1995 (none of which are shown separately
herein). These consolidated financial statements are the responsibility of the
Companies' management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Aramex
International Courier, Ltd. and subsidiary as of December 31, 1995, 1994 and
1993, and the results of their operations and cash flows for the each of the
years in the period ended December 31, 1995 in conformity with generally
accepted accounting principles.
/s/ EDWARD ISAACS & COMPANY L.L.P.
----------------------------------
New York, New York
March 30, 1996
F-25
<PAGE>
[LETTERHEAD OF EDWARD ISAACS & COMPANY LLP]
INDEPENDENT AUDITORS' REPORT
To the Partners
Aramex International Courier -- Texas, Ltd. Houston, Texas
We have audited the statements of operations and changes in partners'
equity deficiency and cash flows of Aramex International Courier -- Texas, Ltd.
(a partnership) for the nine months ended September 30, 1995 (date of
dissolution). These financial statements (none of which are shown separately
herein) are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, results of operations and cash flows of Aramex
International Courier -- Texas, Ltd. for the nine months ended September 30,
1995 in conformity with generally accepted accounting principles.
/s/ EDWARD ISAACS & COMPANY L.L.P.
------------------------------------
New York, New York
December 1, 1995
F-26
<PAGE>
[LETTERHEAD OF DR. MOHAMED AL-AMRI & CO.]
AUDITORS' REPORT
TO: THE PARTNERS OF
AL-AWSAT INTERNATIONAL
TRANSPORT COMPANY LIMITED
(A LIMITED LIABILITY COMPANY)
We have audited the accompanying consolidated balance sheet of Al-Awsat
International Transport Company Limited as of December 31, 1995 and the
consolidated statements of income (loss) and retained earnings (deficit) and
cash flows for the year then ended including the related notes from No. 1 to No.
10. These consolidated financial statements are the responsibility of the
company's management and were prepared to comply with applicable articles of
regulations for companies. We have obtained all information and explanations
which we considered necessary for our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
management, as well as evaluating the overall financial statements presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements taken as a whole:
-- Present fairly the financial position of Al-Awsat
International Transport Company Limited as of December 31,
1995 and the results of its operations and cash flows for the
year then ended in conformity with generally accepted
accounting principles in Saudi Arabia; and,
-- Comply with requirements of the Regulations for Companies and
the Company's Articles of Association with respect to the
preparation and presentation of consolidated financial
statements.
* The previous partners sold their total shares to new partners
as Note No. 8 indicates.
For Dr. Mohamed Al-Amri &Co.
/s/ Mohamed A. Al-Amri
Dr. Mohamed A. Al-Amri
Certified Public Accountant Shawal 07,1416 (H)
Registration No. (60) February 25, 1996 (G)
Jeddah, The Kingdom of
Saudi Arabia
F-27
<PAGE>
Exhibit Index
Exhibit Page
Number Description Number
---------- --------------------------- --------
21.1 List of subsidiaries of 1
Aramex International Limited
Exhibit 21.1
List of Subsidiaries
Arab American Express Company Ltd., a Jordanian company, 100% owned.
Secretarial and Business Services Co. (Aramex) L.L.C., organized under laws of
Dubai, 100% owned.
Arabian Express Courier, a subsidiary of Al Khalidia International Group of
Companies, organized under the laws of Abu Dhabi, 100% owned.
Almana Trading Company, organized under the laws of Qatar, 100% owned.
Yusuf Bin Ahmed Kanoo W.L.L., organized under the laws of Bahrain, 100% owned.
Al-Awsat International Transport Company, Ltd., a Saudi Arabian company, 50%
partnership interest.
Aramex International Courier France, a French company, 100% owned.
Aramex (U.K.) International Courier, Ltd., organized under the laws of the
United Kingdom, 100% owned.
Aramex International Courier of VA., Inc., organized under the laws of the
Commonwealth of Virginia, 100% owned.
Aramex International Courier, Ltd., organized under the laws of New York, 100%
owned.
Global Venture Group for Trading, organized under the laws of Kuwait, 100%
owned.
Aramex (Hellas) International S.A., a Greek company, 100% owned.
Aramex International Limited, Israel, organized under the laws of Israel, 100%
owned.
Ramallah Modern International Express Transport Co., organized under the laws of
the Palestinian Authority, 51% partnership interest.
Aramex International Limited, a Hong Kong company, 100% owned.
Middle East Direct Marketing Services Holding Limited, organized under the laws
of the Isle of Jersey, 80% equity ownership interest.
Fallouh for Trade and Express Shipping, organized under the laws of Syria, 60%
partnership interest.
Amathus Navigation Company Limited, organized under the laws of Cyprus, 100%
owned.
Aramex International Courier Inc.-Canada, organized under the laws of Canada,
19.5% parnership interest.
Aramex Egypt, oranized under the laws of Egypt, 49% partnership interest.
Aramex SARL, organized under the laws of Lebanon, 50% partnership interest.
Arab American Express Company, organized under the laws of Lebanon, 60%
partnership interest.
Aramex International Ltd./Aliha organized under the laws of the Palestinian
Authority, 100% owned.
