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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
For the fiscal year ended December 31, 1999.
OR
__ 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)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
------------------- -------------------
COMMON STOCK, U.S. $0.01 PAR VALUE NASDAQ
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None .
----------
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act:
COMMON STOCK, U.S. $0.01 PAR VALUE
----------------------------------
(Title of Class)
Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of December 31, 1999: Common Stock, U.S.
$0.01 par value 4,873,155 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
PART I
Section Page #
------- ------
ITEM 1. DESCRIPTION OF BUSINESS......................................... 1
THE COMPANY..................................................... 1
PRODUCTS AND SERVICES........................................... 3
CUSTOMERS....................................................... 5
SEASONALITY..................................................... 5
COMPETITION..................................................... 5
EMPLOYEES....................................................... 6
GOVERNMENT REGULATION........................................... 6
ITEM 2. DESCRIPTION OF PROPERTY......................................... 6
ITEM 3. LEGAL PROCEEDINGS............................................... 6
ITEM 4. CONTROL OF REGISTRANT........................................... 7
ITEM 5. NATURE OF TRADING MARKET........................................ 7
ITEM 6. EXCHANGE CONTROLS AND OTHER LIMITATIONS
AFFECTING SECURITY HOLDERS...................................... 8
ITEM 7. TAXATION........................................................ 8
ITEM 8. SELECTED FINANCIAL DATA......................................... 9
ITEM 9. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS................... 10
OVERVIEW........................................................ 10
RECENT EVENTS................................................... 12
RESULTS OF OPERATIONS........................................... 12
GEOGRAPHIC BREAKDOWN OF REVENUES................................ 15
UNAUDITED SELECTED QUARTERLY RESULTS OF OPERATIONS.............. 16
LIQUIDITY AND CAPITAL RESOURCES................................. 18
EFFECTIVE CORPORATE TAX RATES................................... 19
IMPACT OF INFLATION AND CURRENCY FLUCTUATIONS................... 19
FACTORS THAT COULD AFFECT OPERATING RESULTS..................... 19
ITEM 9A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK...... 22
ITEM 10. DIRECTORS, OFFICERS AND KEY EMPLOYEES OF REGISTRANT............. 23
ITEM 11. COMPENSATION OF DIRECTORS, OFFICERS AND KEY EMPLOYEES........... 24
ITEM 12. OPTIONS TO PURCHASE SECURITIES FROM REGISTRANT OR
SUBSIDIARIES.................................................... 24
ITEM 13. INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS.................. 25
PART II
ITEM 14. DESCRIPTION OF SECURITIES TO BE REGISTERED...................... 27
PART III
ITEM 15. DEFAULTS UPON SENIOR SECURITIES................................. 27
ITEM 16. CHANGES IN SECURITIES AND CHANGES IN SECURITY FOR
REGISTERED SECURITIES........................................... 27
PART IV
ITEM 17. FINANCIAL STATEMENTS............................................ 27
ITEM 18. FINANCIAL STATEMENTS............................................ 27
ITEM 19. FINANCIAL STATEMENTS AND EXHIBITS............................... 27
SIGNATURES...................................................... 29
INDEX TO FINANCIAL STATEMENTS.............................................F-1
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In addition to historical information, this Annual Report on Form 20-F
contains forward-looking statements. The forward-looking statements contained
herein are subject to certain risks and uncertainties that could cause actual
results to differ materially from those reflected in the forward-looking
statements. Factors that might cause such difference include but are not limited
to, those discussed in "Item 1: Description of Business" and "Item 9:
Management's Discussion and Analysis of Financial Condition and Results of
Operations." Readers are cautioned not to place undue reliance on these
forward-looking statements, which reflect management's analysis as of the date
hereof. The Company undertakes no obligation to publicly revise these
forward-looking statements to reflect events or circumstances that arise after
the date hereof. In addition to the disclosure contained herein, readers should
carefully review any disclosure of risks and uncertainties contained in other
documents that the Company files from time to time with the Securities and
Exchange Commission.
ITEM 1. DESCRIPTION OF BUSINESS
THE COMPANY
Aramex International Limited ("Aramex" or the "Company") is a leading
provider of express package delivery, freight forwarding, logistics 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 120 locations in 33 countries with
approximately 2,042 employees as of April 1, 2000. The Company also holds a
majority interest in a direct marketing and mail order business, Middle East
Direct Marketing ("MED"). From 1996 through 1999, the Company's total revenues
increased from $52.3 million to $95.1 million and net income grew from $2.1
million to $4.2 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"), recently re-named as AirBorne
Alliance, 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 6.2% shareholder in the Company. Airborne Alliance 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 investments in technology systems to provide a
strong platform for enhanced service and future growth.
The Company's growth strategy includes the following key elements:
Expand Market Geographic Presence - The Company continues to implement 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
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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 invest 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 Airborne Alliance 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.
Aramex Stations and Service Providers/Agents
Country Principal Station Other Significant Offices
------- ----------------- -------------------------
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 Ababa
France Paris
Greece Athens Thessaloniki
Hong Kong Hong Kong
India(1) Bombay Bangalore, Calcutta, Delhi,
Hyderbad, Madras
Israel Jerusalem
Jordan Amman Aqaba, Irbid, Sahab
Kuwait Kuwait
Lebanon Beirut Ain Mreisseh, Jounieh
Morocco Casablanca
Oman Muscat
Pakistan Karachi Islamabad, Lahore
Palestinian
National Authority Nabulus Ramallah, Gaza, East Jerusalem
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Qatar Doha
Saudi Arabia Jeddah Riyadh, Dhahran
Sri Lanka Colombo
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.
Yemen Sana'a Aden
---------------
(1) Excludes 23 other stations.
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, 1999, the Company had
approximately 26,000 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 $30.8 million (or 32.4%
of total revenues), $26.9 million (or 32.2% of total revenues) and 20.6 million
(or 31.1% of total revenues) for 1999, 1998 and 1997, respectively.
Wholesale customers consist primarily of express delivery companies (such as
Airborne Express and Emery), 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 $13.0 million (or 13.7% of total revenues), $14.8
million (or 17.7% of total revenues) and $15 million (or 22.6% of total
revenues) for 1999, 1998 and 1997, respectively. The wholesale accounts of the
new joint ventures in the Indian Sub-continent and Turkey became retail accounts
since the start of these joint ventures.
The Company is a founding member of the OEC, recently re-named as Airborne
Alliance, which is a global alliance among certain leading or independent
express companies that functions as a worldwide delivery network for its
members. Airborne Alliance sets rates for deliveries by members in each of the
member markets and establishes standards for service and performance. Airborne
Alliance 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. Airborne
Alliance 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
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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 $34.5 million (or 36.3% of total revenues), $28.8
million (or 34.5% of total revenues) and $21.7 million (or 32.7% of total
revenues) for 1999, 1998 and 1997, 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. Demand for this mode of
transportation is continuously increasing to include different kinds of
shipments from moving small parcels to shipments of computers, heavy machinery
and personal effects. In response to this need, the Company has launched a
trucking route linking Dubai in the UAE, on the one hand, and Muscat in Oman,
Riyadh in Saudi Arabia (with an extension to Dhahran and Jeddah), and Amman in
Jordan (with an extension to Palestinian Territories) on the other hand. In May
1999, the Company started trucking services on trial basis from Dubai to Kuwait
and Qatar. The Company expects these new routes to become regularly- scheduled
shuttles by late 2000. The Company plans to add additional trucking routes
linking together major cities in the Middle East, upon demand. 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 $9.3 million (or 9.8% of total revenues), $6.5 million
(or 7.7% of total revenues) and $4.0 million (or 6.0% of total revenues) for
1999, 1998 and 1997, 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, London (UK)
and Paris (France) 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
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the customer. Revenue generated from such sales by MED accounted for $2.6
million (or 2.8% of total revenues), $2.2 million (or 2.6% of total revenue) and
$1.8 million or (2.8% of total revenue) for 1999, 1998 and 1997, respectively.
The Company operates catalog shopping centers in Jordan, Kuwait, Egypt,
Lebanon, Qatar, Bahrain, United Arab Emirates, Palestinian Authority, and Saudi
Arabia.
At December 31, 1999, MED had exclusive rights in several countries in the
Middle East to sell and distribute products offered by several American and
European major catalogs, including J.C. Penney, Littlewoods (UK), Kays (UK),
Spiegel, Newport News and Personal Creations. The Company plans to enter into
more relationships with catalog companies by the end of 2000.
CUSTOMERS
Aramex has a diverse customer base, totaling over 30,650 accounts during
1999, 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 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 1998 and 1999, 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
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needs; (ii) its knowledge of the Middle East based upon its 18 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, 2000, the Company had 2,042 employees with 507 in
administration, 1,128 in operations and 407 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 good. None
of the Company's employees are covered by labor contracts or other collective
bargaining agreements. However, certain of the Company's subsidiaries are
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 in Amman, Jordan. Such
offices are leased by the Company under a one year lease, renewable annually,
commencing January 1996, for approximately 11,406 square feet of office space.
Annual rent payments under the lease for each of 1999 and 2000 were
approximately $106,000. The Company leases this space from ARAM, an investment
Company controlled by the Ghandour family.
The Company also leases 49 other facilities aggregating approximately
239,485 square feet of office space in 21 countries. The terms of such leases
range from one to six years with the last lease to expire in December 2004. The
aggregate annual rental under such leases was approximately $2.0 million for
1999.
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. The Company has no
agreements for future facilities at this time and 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 by Muyyad Mudallal, a station manager,
and Aramex International Courier of California, Inc. against certain officers of
the Company and Aramex International Courier, Ltd. in the United States District
Court for the Central District of California. The plaintiffs claimed $1 million
in damages for breach of contract and other matters. The Company's legal counsel
filed a motion for summary judgment in November 1996. On February 3, 1997, the
motion for partial summary judgment was granted, and the only remaining claim
was an accounting claim. The parties executed a final settlement on July 7, 1999
and the case was dismissed with prejudice on August 23, 1999.
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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 financial position, statement of operations or cash flows.
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 June 1, 2000 with
respect: (i) to each person known to the Company to own more than 10% 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 Percentage of Shares of
Or Group Beneficially Owned Stock Beneficially Owned
-------- ------------------ ------------------------
<S> <C> <C>
William S. Kingson(1) 1,331,600 26.8%
Fadi Ghandour(2) 1,325,055 26.6%
Rula Ghandour(3) 1,325,055 26.6%
All directors, officers and key employees
as a group (14 persons)(1), (2) 2,738,043 53.7%
</TABLE>
(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) 618,750 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 50% in July 2007 and (b) 606,305
shares of Common Stock held of record by Ms. Ghandour's spouse, Mr. Fadi
Ghandour.
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 "ARMX". The Company changed its symbol
from "ARMXF" to "ARMX" on April 15, 1999. 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.
As of June 1, 2000, of the 4,876,047 shares of the Company's Common Stock
outstanding, 2,113,955 shares are freely tradable 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 2,762,092 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 June 1, 2000,
the high and low closing prices as traded on the Nasdaq National Market System.
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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
Second Quarter $14.13 $10.38
Third Quarter $10.75 $ 5.87
Fourth Quarter $11.50 $ 7.50
Year Ending December 31, 1999
First Quarter $11.44 $ 9.50
Second Quarter $ 9.88 $ 8.00
Third Quarter $11.19 $ 8.25
Fourth Quarter $ 9.50 $ 7.50
Year Ending December 31, 2000
First Quarter $15.00 $ 8.38
Second Quarter $12.25 $ 9.50
(through June 1, 2000)
As of June 1, 2000, there were 105 record holders of the Company's Common
Stock.
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.
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 resident in
Bermuda. There is currently no reciprocal tax treaty between Bermuda and the
United States regarding withholding.
8
<PAGE>
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, 1998
and 1999 and for the years ended December 31, 1997, 1998 and 1999 have been
derived from the Company's audited Consolidated Financial Statements included
elsewhere herein. The selected consolidated financial data as of December 31,
1995 and 1996 and for the years ended December 31, 1995 and 1996 have been
derived from audited historical consolidated financial statements of the Company
covering those periods. 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
except as set forth in note 23 to the consolidated financial statements included
elsewhere herein.
(In Thousands of U.S. Dollars Except for Shares and Per Share Data)
(Year Ended December 31)
<TABLE>
<CAPTION>
1995 1996 1997 1998 1999
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
STATEMENT OF INCOME DATA:
Revenues:
International Express $ 25,491 $ 30,798 $ 36,556 $ 43,629 $ 46,160
Freight Forwarding 14,306 15,186 21,697 28,804 34,525
Domestic Express(1) 2,007 2,880 3,967 6,456 9,332
MED -- 1,078 1,833 2,153 2,619
Other (2) 1,798 2,333 2,277 2,569 2,492
Total revenues 43,602 52,275 66,330 83,611 95,128
Shipping costs 23,045 28,080 35,471 44,795 50,352
Gross profit 20,557 24,195 30,859 38,816 44,776
Operating expenses 7,986 9,796 10,682 12,616 13,177
Selling, general and
administrative expenses 10,664 12,003 17,278 22,462 26,868
Operating income 1,907 2,396 2,899 3,738 4,731
Interest income -- -- 365 571 491
Interest expense (61) (102) (65) (130) (90)
Gain (loss) on sale of fixed
assets (1) 14 (44) (5) (24)
Exchange gain (loss) 31 (13) (37) (40) (80)
Other income (loss) 69 71 142 14 15
Income before income taxes 1,945 2,366 3,260 4,148 5,043
Provision for income taxes (266) (157) (170) (292) (377)
Minority interests (157) (162) 31 (1) (457)
Net income $1,522 $2,047 $3,121 3,855 4,209
Earnings per common share
Basic $0.49 $0.64 $0.71 $0.81 $0.86
Diluted $0.49 $0.64 $0.69 $0.79 $0.85
Weighted average common shares
outstanding
Basic 3,125,000 3,184,939 4,396,811 4,746,066 4,876,732
Diluted 3,125,000 3,184,939 4,523,047 4,867,945 4,961,453
Cash Dividends Per Share Declared -- -- -- -- --
------------ ------------ ------------ ------------ ------------
</TABLE>
9
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital $ 2,867 $ 6,650 $ 13,596 $ 21,108 $ 23,523
Total assets 14,344 19,372 30,704 41,320 46,498
Total liabilities 9,649 10,463 12,960 13,945 15,326
Total Shareholders equity $ 4,404 $ 8,653 $ 16,759 $ 25,975 $ 29,416
------------ ------------ ------------ ------------ ------------
US GAAP
Operative income 1,907 2,396 2,899 2,884 4,731
Net income $ 1,522 $ 2,047 $ 3,121 $ 3,001 $ 4,209
Earnings per common share
Basic $ 0.49 $ 0.64 $ 0.71 $ 0.63 $ 0.86
Diluted $ 0.49 $ 0.64 $ 0.69 $ 0.62 $ 0.85
</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.
Aramex is a leading provider of express package delivery, freight
forwarding, logistics 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 120 locations in
33 countries. From 1997 through 1999, the Company's total revenues increased
from $66.3 million to $95.1 million and net income increased from $3.1 million
to $4.2 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.
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, vehicle expenses, operating material, printing and stationery,
maintenance expenses, governmental fees and uniform expenses. Selling, general
and administrative expenses include executive salaries, corporate overhead at
the GSO and selling and marketing expenses for the Company as a whole.
In accordance with its growth strategy, the Company has strengthened its
presence in the Indian Sub-Continent region by converting local agency
agreements to Company-controlled joint ventures in India, Sri Lanka and
Bangladesh as of April 1, July 1 and June 1, 1998, respectively. By doing so,
the Company has consolidated the results of the 29 existing Aramex locations in
India into its operations since April 1998. The Company increased
10
<PAGE>
its marketing efforts in this region and introduced the Company's customer team
concept to these locations during 1998.
Being ideally positioned to take full advantage of the opportunities that
the market in Turkey offers, the Company started a Company-controlled joint
venture in Turkey that has been included in the Company's consolidation since
November 1998. The Company has also started its planned strategic expansion
program across North Africa by launching new operations in Morocco in December
1999.
In addition to the existing trucking routes that links between different
cities in the Gulf and the Middle East, the Company plans to launch additional
trucking routes in order to maximize customer satisfaction and achieve high
efficiency levels. 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.
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 few 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 32.7% from $21.7 million in 1997 to
$28.8 million in 1998 and an increase of 20% from $28.8 million in 1998 to $34.5
million in 1999. 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.
As an example of this strategy, the Company continues to expand 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 continue developing 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. The Company has also established a new
logistics facility at Queen Alia International Airport Free Zone in Amman.
The Company took an equity position in Commerce One Middle East (CIME), one
of the first business-to-business portals in the region, in a step towards the
development of its e-commerce services and business throughout the Middle East
market. The Company expects to provide comprehensive e-commerce solutions to
buyers and sellers on Commerce One Middle East (CIME) market sites; the
solutions include logistics/e-logistics services, express courier, freight
forwarding and distribution and delivery services.
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 opened three additional MED locations in Saudi
Arabia in 1998 and launched its targeted customer marketing plan during 1999 in
order to secure a more solid customer base for MED in the Saudi Market.
In December 1997, the Company was awarded the Corporate International
Standard Organization (ISO) quality certification, a move that supports the
Company's drive towards certifying all of its branches throughout the globe with
the covered stamp of quality.
11
<PAGE>
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.
As an offshore Company incorporated in Bermuda, profits from operations of
foreign subsidiaries are not subject to Bermudan 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 1999 was
7.5%. 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.
The consolidated financial statements of the Company have been prepared in
accordance with International Accounting Standards (IAS). For purposes of these
financial statements there is only one significant difference between the
Company's accounting principles utilized and United States Generally Accepted
Accounting Principles (US GAAP).
Following is a description of this difference:
During 1998 Mr. William Kingson (Chairman) and Mr. Fadi Ghandour (CEO)
transferred 65,000 shares of common stock of the Company as a gift to certain
employees. Under US GAAP where a company's principal stockholder transfers a
portion of his shares to one or more of its employees, then the Company is
required to account for such transfer as a compensation expense with an
offsetting contribution to capital at the fair value of the shares transferred.
Under IAS, there is no requirement to record such transfers as compensation
expense, and accordingly the Company did not record the transfer of shares as an
expense. There is no difference between shareholders equity under IAS and US
GAAP as a result of this matter.
Recent Events.
In May 2000, the Company invested $1.25 million in one of the first
business-to-business portals in the region to become an equity partner and a
board of directors' member in the venture. The Company expects to provide
comprehensive e-commerce solutions to buyers and sellers on Commerce One Middle
East (CIME) market sites, such as logistics/e-logistics services, express
courier, freight forwarding and distribution and delivery services.
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:
12
<PAGE>
<TABLE>
<CAPTION>
Years Ended December 31,
------------------------
1997 1998 1999
---- ---- ----
% % %
<S> <C> <C> <C>
Revenues:
International express....................................................... 55.1 52.2 48.5
Freight forwarding.......................................................... 32.7 34.4 36.3
Domestic express............................................................ 6.0 7.7 9.8
MED......................................................................... 2.8 2.6 2.8
Other....................................................................... 3.4 3.1 2.6
Total Revenues........................................................ 100 100 100
Shipping costs................................................................... 53.5 53.6 52.9
Gross profit..................................................................... 46.5 46.4 47.1
Operating expenses............................................................... 16.1 15.1 13.9
Selling, general and administrative expenses..................................... 26.0 26.9 28.2
Operating income................................................................. 4.4 4.5 5.0
Income before income taxes....................................................... 4.9 5.0 5.3
Provision for income taxes....................................................... 0.3 0.3 0.3
Minority interests............................................................... (0.1) (-) (0.5)
Net income....................................................................... 4.7 4.6 4.4
</TABLE>
Comparison Of Year Ended December 31, 1999 To Year Ended December 3l, 1998.
Revenues.
Consolidated revenues of the Company increased by $11.5 million, or 14%, to
$95.1 million for the year ended December 31, 1999 ("1999") from $83.6 million
for the year ended December 31, 1998 ("1998").
International express revenues increased by $2.6 million, or 6%, to $46.2
million for 1999 from $43.6 million for 1998. The increase was primarily a
result of the continued contribution of joint venture operations launched during
1998 in India, Sri Lanka, Bangladesh, and Turkey in addition to continued growth
in business in Saudi Arabia and the United Arab Emirates.
Freight forwarding revenues increased by $5.7 million, or 20%, to $34.5
million for 1999, from $28.8 million for 1998. This increase was primarily as a
result of increased growth in the Company's freight business in most of its core
markets in the Middle East.
Domestic express revenues increased by $2.8 million, or 45%, to $9.3
million for 1999 from $6.5 million for 1998, primarily as a result of the
Company's operation in India and the continued market share growth in the
Company's activities in the United Arab Emirates and Saudi Arabia.
Revenues from the Company's direct marketing and mail order business,
Middle East Direct ("MED"), increased by $0.4 million, or 22%, to $2.6 million
for 1999 from $2.2 million for 1998. This increase was primarily as a result of
growth in business in Egypt and Saudi Arabia.
Other revenues decreased by $77,000 in 1999.
Shipping Costs. Shipping costs increased by $5.6 million, or 12%, to $50.4
million for 1999 from $44.8 million for 1998.
Gross Profit. Gross profit increased by $6 million, or 15%, to $44.8
million in 1999 from $38.8 million in 1998.
13
<PAGE>
Operating Expenses. Operating expenses increased by $0.6 million, or 4%, to
$13.2 million in 1999 from $12.6 million for 1998. As a percentage of total
revenues, however, operating expenses decreased to 14% for 1999 revenues from
15% for 1998 revenues.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased by $4.4 million, or 20%, to $26.9 million in
1999 from $22.5 million for 1998. Selling expenses decreased to approximately 6%
of total 1999 revenues from approximately 7% of total 1998 revenues while
general and administrative expenses increased to 22% of total 1999 revenues. The
increase in General and Administrative expenses is primarily due to increased
depreciation expense resulting from the continued investments in purchases of
property, plant and equipment, the increased amortization of goodwill and the
contribution of joint ventures launched in 1998.
Operating Income. As a result of the above factors, operating income
increased by $1.0 million, or 26.6%, to $4.7 million in 1999 from $3.7 million
in 1998.
Other Income. Other income decreased to $0.3 million in 1999 from $0.4
million in 1998.
Net Income. Net income increased by $0.3 million, or 9%, to $4.2 million
for 1999 from $3.9 million for 1998.
Earnings Per Common Share. Basic earnings per share increased 6% to $0.86
per share for 1999 from $0.81 per share for 1998 and diluted earnings increased
to $0.85 per share.
Comparison Of Year Ended December 31, 1998 To Year Ended December 3l, 1997.
Revenues.
Consolidated revenues of the Company increased by $17.3 million, or 26.1%,
to $83.6 million for the year ended December 31, 1998 ("1998") from $66.3
million for the year ended December 31, 1997 ("1997").
International express revenues increased by $7.1 million, or 19.3%, to $43.6
million for 1998 from $36.6 million in 1997, primarily as a result of launching
new joint venture operations in India, Sri Lanka, Bangladesh, Turkey and
increased activity in Saudi Arabia and the United Arab Emirates.
Freight forwarding revenues increased by $7.1 million, or 32.8%, to $28.8
million for 1998 from $21.7 million for 1997, primarily as a result of increased
growth in the Company's freight business in most of it's core markets the Middle
East.
Domestic express revenues increased by $2.5 million, or 62.8%, to $6.5
million for 1998 from $4.0 million for 1997, primarily as a result of the
Company's new joint venture in India and the continued market share growth, in
the Company's activities in the United Arab Emirates, and Saudi Arabia.
MED revenues increased by $0.3 million, or 17.4%, to $2.2 million for 1998
from $1.8 million for 1997, primarily as a result of growth in MED's core
markets especially in Egypt, and newly opened operations in Saudi Arabia.
Other revenues increased by $0.3 million, or 12.8%, to $2.6 million for
1998.
Shipping Costs. Shipping Costs increased by $9.3 million, or 26.3%, to
$44.8 million for 1998 from $35.5 million for 1997.
Gross Profit. As a result of the above factors, gross profit increased by
$8.0 million, or 25.8%, to $38.8 million in 1998 from $30.9 million in 1997.
14
<PAGE>
Operating Expenses. Operating expenses increased by $1.9 million, or 18.1%,
to $12.6 million for 1998 from $10.7 million for 1997. As a percentage of total
revenues, however, operating expenses decreased to 15.1% of 1998 total revenues
from 16.1% of 1997 total revenue.
Selling, General and Administrative Expenses .Selling, and administrative
expenses increased by $5.2 million, or 30% to $22.5 million for 1998 from $17.3
million for 1997.
Operating Income. As a result of the above factors, operating income
increased by $0.8 million, or 28.9%, to $3.7 million in 1998 from $2.9 million
in 1997.
Other Income. Other income remained at $0.4 million for 1998.
Net Income. Net income increased by $0.7 million, or 23.5% to $3.9 million
for 1998 from $3.1 million for 1997.
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 1999, 1998
and 1997.
<TABLE>
<CAPTION>
International Freight Domestic Express,
Express Forwarding MED & Total
1999 (49%) (36%) Other (15%) Company (100%)
----- ----- ----------- --------------
REGION $ % $ % $ % $ %
------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Middle East.................... 51.2 75 27.0 78 14.0 87 92.2 78
Europe......................... 8.5 12 3.0 9 0.3 2 11.8 10
North America.................. 3.1 5 2.5 7 0.2 1 5.8 5
Asia........................... 5.4 8 2.0 6 1.6 10 9.1 7
Eliminations(1)................ (22.0) - - - (1.7) - (23.7) -
------ ------- ------- ------- ------- ------- ------ ------
Total 1999 Revenues. $46.2 100% $34.5 100% $14.4 100% $95.1 100%
===== ==== ===== ==== ===== ==== ===== ====
</TABLE>
<TABLE>
<CAPTION>
International Freight Domestic Express,
Express Forwarding MED & Total
1998 (53%) (34%) Other (13%) Company (100%)
----- ----- ----------- --------------
REGION $ % $ % $ % $ %
------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Middle East.................... 48.8 75 22.9 80 9.7 88 81.5 78
Europe......................... 9.5 15 3.1 10 0.3 1 12.7 12
North America.................. 3.2 5 2.3 8 0.3 3 5.8 6
Asia........................... 3.4 5 0.5 2 0.8 8 4.8 4
Eliminations(1)................ (21.2) - - - - - (21.2) -
------ ------- ------- ------- ------- ------- ------ ------
Total 1998 Revenues............ $43.7 100% $28.8 100% $11.1 100% $83.6 100%
===== ==== ===== ==== ===== ==== ===== ====
</TABLE>
15
<PAGE>
<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%
===== ==== ===== ==== ==== ==== ===== ====
</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, 1999, 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 Report 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.
16
<PAGE>
<TABLE>
<CAPTION>
Quarter Ended
------------------------------------------------------------------------------------------------
1998
----
Mar. 31 June 30 Sept. 30 Dec. 31
------- ------- -------- -------
Statement of Income Data:
$ % $ % $ % $ %
- - - - - - - -
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues
International
express.................. 9,901 53.8 10,473 52.5 10,246 52.3 13,009 50.7
Freight forwarding......... 6,358 34.5 6,938 34.9 6,903 35.3 8,606 33.6
Domestic express........... 1,144 6.2 1,337 6.7 1,491 7.6 2,484 9.7
MED........................ 468 2.5 494 2.4 347 1.9 842 3.3
Other...................... 552 3.0 697 3.5 618 3.1 702 2.7
Total revenues................. 18,423 100 19,939 100 19,605 100 25,643 100
Shipping costs................. 10,026 54.4 10,784 54.1 10,260 52.3 13,725 53.5
Gross profit............ 8,397 45.6 9,155 45.9 9,345 47.6 11,918 46.5
</TABLE>
<TABLE>
<CAPTION>
Quarter Ended
------------------------------------------------------------------------------------------------
1999
----
Mar. 31 June 30 Sept. 30 Dec. 31
------- ------- -------- -------
Statement of Income Data:
$ % $ % $ % $ %
- - - - - - - -
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues
International
express.................. 10,867 51.1 11,820 49.8 10,947 47.9 12,527 45.9
Freight forwarding......... 7,219 33.9 8,509 35.8 8,596 37.6 10,201 37.4
Domestic express........... 1,975 9.3 2,294 9.7 2,424 10.6 2,638 9.7
MED........................ 513 2.4 603 2.5 389 1.7 1,113 4.1
Other...................... 693 3.3 510 2.1 488 2.1 800 2.9
Total revenues................. 21,267 100 23,736 100 22,844 100 27,279 100
Shipping costs................. 11,284 53.1 12,294 51.8 12,097 53.0 14,676 53.8
Gross profit............ 9,983 46.9 11,442 48.2 10,747 47.0 12,603 46.2
</TABLE>
17
<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, banks financing and proceeds
from the Company's 1996 private sale of shares of Common Stock to Airborne, the
Company's 1997 initial public offering and the Company's 1998 secondary public
offering.
The Company's working capital was $23.5 million at December 31, 1999, as
compared to $21.1 million at December 31, 1998.
The Company's cash balances were $8.9 million at December 31,1999 as
compared to $10.3 million at December 31, 1998, and $6.6 million at December 31,
1997. Net cash from operating activities was $3.9 million at December 31, 1999
as compared to $2.7 million at December 31, 1998, and $2.1 million at December
31, 1997. The increase in net cash from operating activities in 1999 compared to
1998 was primarily due to the increase in earnings before depreciation expense.
Net cash used in investing activities was $4.7 million at December 31, 1999
as compared to $4.6 million at December 31, 1998, and $4.1 million at December
31, 1997. Purchases of property, plant and equipment amounted to $3.2 million
during 1999 year primarily due to the Company's continued investment in
technology and expansion in Saudi Arabia.
Net cash from financing activities was $0.464 million at December 31, 1999
as compared to $5.6 million at December 31, 1998, and $6.2 million at December
31, 1997. Net cash used in financing activities in 1999 was primarily the result
of the Company's repurchase of 30,000 of its shares. On September 18,1998 the
Company announced a share repurchase program to acquire up to 200,000 shares of
it's common stock. According to the program, shares will be purchased in open
market or private transactions and the purchased shares will be cancelled.
During 1998, the Company purchased 31,000 shares at an aggregate cost of $0.274
million and an additional 30,000 shares were purchased during 1999 at an
aggregate cost of $0.337 million.
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 $2.0 million, $1.7 million and $1.2
million for 1999, 1998, and 1997, 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 $0.4 million, $0.2 million and $0.5 million at
December 31, 1999, 1998, and 1997, respectively. The Company had $0.4 million,
$0.2 million and $0.3 million outstanding under these lines of credit at
December 31, 1999, 1998, and 1997, respectively. The remaining amounts due to
banks of $0.1 million, $0.2 million and $0.3 million due at December 31, 1999,
1998, and 1997, respectively, represent bank overdrafts. The weighted average
interest rates on the Company's lines of credit were 10.8%, 8.5% and 12.8% at
December 31, 1999, 1998 and 1997, respectively.
For 1999, 1998, and 1997, payments to minority interests aggregated $(0.1)
million, $(0.1) million and $(0.1) million, respectively.
In January 1997, the Company completed the initial public offering of
1,000,000 shares of Common Stock. The net proceeds of this issue received by the
Company (after deducting underwriting discounts, commissions and other costs
associated with the offering) were approximately $5.0 million. The Company also
completed a secondary public offering on May 6,1998 of 1,000,000 shares of
common stock on the Nasdaq National Market at a price of $13.125 per share, of
which 500,000 shares were offered by the Company and 500,000 shares were offered
by certain selling shareholders. The Company received approximately $5.70
million in net proceeds from the secondary offering (after deducting
underwriting discounts, commissions and other costs associated with the
offering). The Company used a portion of the net proceeds from its initial and
secondary public offerings (i) to expand into existing and emerging markets by
acquiring ownership interests or increasing existing participation
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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, (v) working capital and general corporate purposes and (vi) to
finance the Company's share repurchase plan.
The Company expects its capital commitments for 2000 to relate to the
expansion of the Company's facilities in the Indian Subcontinent and additional
investments in technology and information systems to support the Company's
growth.
Management believes that the proceeds from its two public offerings coupled
with cash flows from operations and borrowing capacity should be sufficient to
fund the Company's operations for the foreseeable future.
Effective Corporate Tax Rates.
The Company's consolidated effective tax rate was 7.5% 7.0% and 5.2% for
1999, 1998, 1997, 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.
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 countries 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.
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.
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
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<PAGE>
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 74% of 1999 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
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
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<PAGE>
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.
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, 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
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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
judgments in Jordan is governed by Law No. 8 of 1952. Basically, a foreign
judgment 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 judgment (i) if the
court which passed the judgment was without competent jurisdiction, (ii) if the
defendant has not carried on any business within the jurisdiction of the court
which passed the judgment 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 judgment or was not duly or properly served with notice, (iv) if the
judgment has been passed in a fraudulent manner, (v) if the defendant is able to
persuade the court that the judgment is not final, (vi) if the judgment
contravenes Jordanian public policy, and (vii) if the laws of the country of the
court which passed the judgment do not recognize and enforce judgments of
Jordanian courts.
ITEM 9A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company faces primary market risk exposures in two categories; exchange
rate risk and interest rate risk. The Company does not enter into derivative
contracts related to managing fluctuations in foreign exchange rates or interest
rates.
Foreign Currency Exchange Rate Risks:
The Company faces foreign currency exposure as a result of operating in
various countries around the world. It is estimated that a 10% appreciation at
December 31, 1999 in the United States Dollar against the currencies of the
respective countries in which the Company operates would result in a reduction
in the operating income of approximately US$280,000 for the year ending December
31, 1999. This calculation, however, does not take into account the possible
changes in sales volume or local pricing as a result of the depreciation of
local currencies against the US Dollar. 12.8% of the Company's total revenues
are derived in U.S. Dollars and the remainder in local currencies. All
remittances from subsidiaries to the Company are being denominated in U.S.
Dollars.
Interest Rate Risks:
The Company's long-term debt consists of $29,000 in the form of notes
payable and US$593,000 in the form of capital leases. The long term notes are
payable in monthly installments with original maturities of two to three years
at interest rates ranging from 6.75% to 16%. The capital lease obligations are
in respect of vehicles, telephone and computer equipment, of which 86% are
denominated in Saudi Riyals, with an average interest rate of 7.5%. The
remainder of the capital leases is denominated in US Dollars, Sterling Pounds,
French Franks and Sri Lankan Rupees. The carrying amount of notes payable and
capital lease obligations approximate their market values as explained in note
22 to the Company's consolidated financial statements. The Company does not have
interest rate exposure since interest rates on both notes payable and leases are
fixed.
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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 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 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
Osama Fattaleh(8) Vice President-Near East since May 1999
Yousef Ghandour Managing Director of MED since 1994
Basem Malhas(9) Vice President-Information Technology since December
1997.
Iyad Kamal(10) Express and Quality Manager since 1995.
Bashar Obeid(11) Group Financial Controller since January 1998.
</TABLE>
---------------
(1) Mr. Kingson is also President of New York based SR-71 Corporation 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
in 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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(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. Fattaleh joined the Company in 1987 as Operations Manager. From 1991 to
1994 he served as Station Manager and then was promoted to Country Manager.
(9) 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.
(10) From 1992 to 1995 Mr. Kamal was the Company's OEC Coordinator stationed in
Jordan.
(11) Mr. Obeid joined the Company in 1993 as an Accountant and was then promoted
to Financial Controller.
The current terms of office for directors is divided into three classes and
expires as follows: Class 1, at the 2000 annual general meeting of shareholders;
Class 2, at the 2001 annual general meeting of shareholders and Class 3, at the
2002 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.
There are no family relationships among directors and executive officers of
the Company, except for Mr. Fadi Ghandour and Ms. Rula Ghandour, who are husband
and wife, Mr. Yousef Ghandour, who is Mr. Fadi Ghandour's uncle, and Mr. Basem
Malhas and Mr. Hazem Malhas, who are brothers.
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, 1999 (14 persons), was $708,240. 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.
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 certain "piggy back" registration rights.
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<PAGE>
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 non-employee 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. As of June
1, 2000, stock options to purchase 300,000 shares of Common Stock were
outstanding under the Plan and stock options to purchase 230,250 shares of
Common Stock were held by all directors and officers of the Company as a group.
The Plan is administered by a committee of non-employee 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.
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
30,250 shares of Common Stock were granted to executive officers of the Company,
excluding Messrs. Kingson and Ghandour.)
No options were granted in 1998 or 1999.
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 Aramex 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.
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.
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<PAGE>
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 $83,000. 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 1999 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.
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 and her husband's interests in the capital and retained
earnings of the Company's Lebanese subsidiaries were $132,506 for 1999, $169,866
for 1998 and $170,364 for 1997. Ms. Abboud and her husband's aggregate salaries
from these operations were $106,500 for 1999, $96,512 for 1998 and $96,512 for
1997. Ms. Abboud and her husband received withdrawals from these operations of
$5,764 in 1999, $67,091 in 1998 and $90,400 in 1997.
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.
26
<PAGE>
PART II
ITEM 14: DESCRIPTION OF SECURITIES TO BE REGISTERED.
Not Applicable.
PART III
ITEM 15: DEFAULTS UPON SENIOR SECURITIES.
Not Applicable.
ITEM 16: CHANGES IN SECURITIES AND CHANGES IN SECURITY FOR REGISTERED
SECURITIES.
Not Applicable.
PART IV
ITEM 17: FINANCIAL STATEMENTS.
The Company has elected to furnish the financial statements specified by Item
18.
ITEM 18. FINANCIAL STATEMENTS
a) Financial statements which appear herein at the page indicated:
Report of Independent Public Accountants................... F-1
Consolidated Balance Sheets at December 31, 1999 and 1998.. F-2
Consolidated Statement of Income For the Years Ended
December 31, 1999, 1998 and 1997........................... F-3
Statement of Changes in Shareholders' Equity For the
Years Ended December 31, 1999, 1998 and 1997............... F-4
Consolidated Statement of Cash Flows for the Years
Ended December 31, 1999, 1998 and 1997..................... F-5
Notes to the Consolidated Financial Statements............. F-6
ITEM 19. FINANCIAL STATEMENTS AND EXHIBITS
(a) The financial statements listed in Item 18 are incorporated by reference
to this Item.
(b) Exhibit Number
3.1 Memorandum of Association of Aramex International Limited**
3.2 Bye-laws of Aramex International Limited**
4.1 Specimen of Common Stock Certificate**
27
<PAGE>
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
27.1 Financial Data Schedule for the year ending December 31, 1999.
** Previously filed in the Company's Registration Statement on Form
F-1 (Registration Statement No.333-15639) and incorporated
herein by reference.
28
<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
on Form 20-F and has duly caused this Annual Report to be signed on its behalf
by the undersigned, thereto duly authorized.
ARAMEX INTERNATIONAL LIMITED
Dated: June 28, 2000 By: /s/ William S. Kingson
--------------------------------
William S. Kingson
Chairman of the Board of Directors
29
<PAGE>
Index To Financial Statements
-----------------------------
Page
----
Report of Independent Public Accountants F-1
Consolidated Balance Sheets at December 31, 1999 and 1998 F-2
Consolidated Statements of Income For the Years Ended
December 31, 1999, 1998 and 1997 F-3
Statement of Changes in Shareholders' Equity For the
Years Ended December 31, 1999, 1998 and 1997 F-4
Consolidated Statements of Cash Flows For the Years Ended
December 31, 1999, 1998 and 1997 F-5
Notes to Consolidated Financial Statements F-6
<PAGE>
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, 1999 and
1998 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, 1999. 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 conducted our audits in accordance with International Standards on Auditing
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 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 Limited
and subsidiaries as of December 31, 1999 and 1998 and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1999 in conformity with International Accounting Standards.
Accounting practices used by the Company in preparing the accompanying financial
statements conform with International Accounting Standards but do not conform
with the accounting principles generally accepted in the United States. A
description of these differences and a reconciliation as permitted by Form 20-F,
of consolidated net income and shareholders' equity to U.S. generally accepted
accounting principles are set forth in Note 23.
/s/ Arthur Andersen
Manama - Bahrain Arthur Andersen
February 14, 2000 Certified Public Accountants
F-1
<PAGE>
ARAMEX INTERNATIONAL LIMITED AND SUBSIDIARIES
---------------------------------------------
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 1999 AND 1998
------------------------------------------------------------
(IN THOUSANDS OF U.S. DOLLARS)
<TABLE>
<CAPTION>
ASSETS Notes 1999 1998
------ ----- ---- ----
<S> <C> <C>
Current Assets
Cash on hand and at banks 3 8,911 10,252
Receivables, net 4 23,564 19,338
Deferred income taxes 15 136 60
Other current assets 5 3,659 3,457
-------- -----
Total current assets 36,270 33,107
Property, plant and equipment, net 6 6,910 6,055
Goodwill, net 17 1,283 1,166
Investment in marketable securities 7 1,189 -
Other assets 846 992
------- ------
Total Assets 46,498 41,320
====== ======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Due to banks 9 506 404
Current portion of long term debt 10 427 458
Trade payables 8,034 7,065
Other current liabilities 8 3,780 4,072
-------- -----
Total current liabilities 12,747 11,999
------ ------
Long term debt 10 195 294
Deferred income taxes 15 189 61
Other liabilities 2 2,195 1,591
------- -----
2,579 1,946
Minority interests in subsidiaries 1,756 1,400
------- -----
Shareholders' Equity
Share capital 1,11 49 49
Additional paid in capital 1,11 12,349 12,684
Accumulated other comprehensive loss ( 503) ( 70)
Retained earnings 17,521 13,312
------ ------
Total shareholders' equity 29,416 25,975
------ ------
Total Liabilities and shareholders' equity 46,498 41,320
====== ======
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements
F-2
<PAGE>
ARAMEX INTERNATIONAL LIMITED AND SUBSIDIARIES
---------------------------------------------
CONSOLIDATED STATEMENTS OF INCOME
---------------------------------
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
----------------------------------------------------
(IN THOUSANDS OF U.S. DOLLARS EXCEPT FOR SHARES AND PER SHARE DATA)
<TABLE>
<CAPTION>
Notes 1999 1998 1997
----- -------- -------- ------
<S> <C> <C> <C> <C>
Revenues 12 95,128 83,611 66,330
Shipping costs 13 ( 50,352) (44,795) (35,471)
------- -------- --------
Gross profit 44,776 38,816 30,859
Operating expenses ( 13,177) (12,616) (10,682)
Selling, general and administrative expenses ( 26,868) (22,462) (17,278)
------- ------ --------
Operating income 4,731 3,738 2,899
-------- -------- --------
Other income (expenses) -
Interest income 491 571 365
Interest expenses ( 90) ( 130) ( 65)
Loss on sale of assets ( 24) ( 5) ( 44)
Exchange loss ( 80) ( 40) ( 37)
Other income 15 14 142
-------- -------- -------
312 410 361
------- -------- -------
Income before income taxes 5,043 4,148 3,260
Provision for income taxes 15 ( 377) ( 292) ( 170)
Minority interests ( 457) ( 1) 31
-------- ------ ------
Net income 4,209 3,855 3,121
======== ======= =======
Basic earnings per share 16 0.86 0.81 0.71
==== ==== ====
Diluted earnings per share 16 0.85 0.79 0.69
==== ==== ====
Weighted average number of
shares outstanding - basic 4,876,732 4,746,066 4,396,811
========= ========= =========
Weighted average number of
shares outstanding - diluted 4,961,453 4,867,945 4,523,047
========= ========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements
F-3
<PAGE>
ARAMEX INTERNATIONAL LIMITED AND SUBSIDIARIES
---------------------------------------------
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
--------------------------------------------
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
----------------------------------------------------
(IN THOUSANDS OF U.S. DOLLARS, EXCEPT FOR SHARE DATA)
<TABLE>
<CAPTION>
Accumulated Retained Earnings
Share Capital Additional Other ----------------------- Total
------------------- Paid in Comprehensive Legal Unappropriated Comprehensive Shareholders'
Shares Amount Capital Income(Loss) Reserve Earnings Income Equity
---------- ------ ------- ------------ ------- -------------- ----------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
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
Comprehensive income:
- Net income - - - - - 3,121 3,121 -
- Translation
adjustment - - - ( 63) - - ( 63) -
-------
Comprehensive Income - - - - - - 3,058 3,058
--------- ----- ------- ------ ------- ------ ----- -----
Balance at
December 31, 1997 4,429,688 44 7,263 ( 5) 75 9,382 - 16,759
Issuance of shares 502,215 5 5,695 - - - - 5,700
Repurchase of shares ( 31,000) - ( 274) - - - - ( 274)
Comprehensive income:
- Net income - - - - 20 3,835 3,855 -
- Translation
adjustment - - - ( 65) - - ( 65) -
-------
Comprehensive income - - - - - - 3,790 3,790
--------- ----- ------- ------ ------- ------ ----- -----
Balance at
December 31, 1998 4,900,903 49 12,684 ( 70) 95 13,217 - 25,975
Issuance of shares 2,252 - - - - - - -
Repurchase of shares ( 30,000) - ( 335) - - - - ( 335)
Comprehensive income:
- Net income - - - - 60 4,149 4,209 -
- Translation
adjustment - - - ( 122) - - ( 122) -
- Unrealized
holding losses - - - ( 311) - - ( 311) -
------
Comprehensive income - - - - - - 3,776 3,776
--------- ----- ------- ------ ------- ------ ----- -----
Balance at
December 31, 1999 4,873,155 49 12,349 ( 503) 155 17,366 29,416
========= ===== ====== ====== ======= ====== ======
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements
F-4
<PAGE>
ARAMEX INTERNATIONAL LIMITED AND SUBSIDIARIES
---------------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
----------------------------------------------------
(IN THOUSANDS OF U.S. DOLLARS)
<TABLE>
<CAPTION>
CASH FLOWS FROM OPERATING ACTIVITIES 1999 1998 1997
------------------------------------ -------- -------- --------
<S> <C> <C> <C>
Income before income taxes 5,043 4,148 3,260
Adjustments to reconcile income before tax
to net cash from operating activities -
Depreciation 2,141 2,009 1,319
Amortization 162 41 -
Loss on sale of assets 24 5 44
------- ------- -------
7,370 6,203 4,623
Increase in receivables ( 4,226) (3,412) (3,898)
Increase in other current assets ( 202) (1,019) ( 470)
Increase in payables 969 760 1,066
Increase in other liabilities 604 254 422
(Decrease) increase in other current liabilities ( 225) 78 553
Other ( 39) ( 31) 34
------- ------- -------
Cash provided by operations 4,251 2,833 2,330
Income taxes paid ( 392) ( 169) ( 217)
------- ------- -------
Net cash from operating activities 3,859 2,664 2,113
------- ------- -------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment ( 3,189) (3,592) (3,841)
Proceeds from sale of assets 123 508 234
Acquisitions (Note 17) ( 279) (1,541) -
Purchase of marketable securities ( 1,500) - -
Increase in other assets 146 ( 11) ( 454)
------- ------- -------
Net cash used in investing activities ( 4,699) (4,636) (4,061)
------- ------- -------
CASH FLOWS FROM FINANCING ACTIVITIES
Due to banks, net 102 ( 183) ( 128)
Proceeds from long term debt - 44 678
Repayment of long term debt ( 130) ( 100) ( 112)
Issuance of shares - 5,700 5,048
Repurchase of shares ( 335) ( 274) -
Proceeds from issue of common stock
to minority interests - 526 894
Payments to minority interests ( 101) ( 113) ( 134)
------- ------- -------
Net cash (used in) provided by financing activities ( 464) 5,600 6,246
------- ------- -------
Effect of exchange rate changes on cash ( 37) ( 3) ( 6)
------- ------- -------
Net (decrease) increase in cash on hand and at banks ( 1,341) 3,625 4,292
Cash on hand and at banks, beginning of year 10,252 6,627 2,335
------- ------- -------
Cash on hand and at banks, end of year 8,911 10,252 6,627
======= ====== =======
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements
F-5
<PAGE>
ARAMEX INTERNATIONAL LIMITED AND SUBSIDIARIES
---------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
DECEMBER 31, 1999, 1998 AND 1997
--------------------------------
(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.
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.
F-6
<PAGE>
(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 except as set forth in Note 23 to
the consolidated financial statements..
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.
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:
SUBSIDIARIES INVESTMENT OWNERSHIP
------------ ------------ -----------------------
1999 1998 1999 1998 1997
---- ---- ---- ---- ----
% % %
Amman 1,546 1,546 100 100 100
Damascus 6 6 60 60 60
Beirut* 0 0 50 50 50
Beirut CGO * 1 1 50 50 50
Cairo 732 732 100 100 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 * 747 747 50 50 50
Nicosia 174 72 100 100 100
Paris 445 445 100 100 100
London 804 804 100 100 100
Washington, D.C. 15 15 100 100 100
New York 1,000 1,000 100 100 100
Montreal * 7 7 19.5 19.5 19.5
Kuwait 127 127 100 100 100
Athens 200 200 100 100 100
Jerusalem 337 337 100 100 100
Palestine 141 141 100 100 100
Ramallah 54 54 51 51 51
MED 308 308 80 80 80
Turkey * 242 242 50 50 -
Bangladesh * 50 50 50 50 -
Sri-Lanka * 529 250 50 50 -
India * 336 100 50 50 -
Hong Kong 59 57 100 100 -
* Controlled through shareholder agreements.
F-7
<PAGE>
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, 74%, 75%, and 75% respectively, of
1999, 1998 and 1997 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. MED revenue is recognized upon the receipt of the merchandise
by the customers.
Certain customers pay in advance, giving rise to deferred revenue.
f) Translation of the financial statements of foreign stations
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 or the useful lives of the assets.
F-8
<PAGE>
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 $1,986, and $1,586,
respectively, at December 31, 1999 and 1998.
j) Goodwill
Goodwill represents the excess of purchase price and related costs over
the value assigned to the net tangible assets of businesses acquired.
Goodwill is amortized on a straight line basis over 10 years.
Periodically, the Company reviews the recoverability of goodwill. The
measurement of possible impairment is based primarily on the ability to
recover the balance of the goodwill from expected future operating cash
flows on an undiscounted basis. It is management's opinion that no
material impairment exists at December 31, 1999.
k) Investment in marketable securities
The company's marketable securities are available-for-sale securities and
are reported at fair value based on quoted market prices. Unrealized gains
and losses are reported as a component of accumulated other comprehensive
income within shareholders' equity.
(3) CASH ON HAND AND AT BANKS
Cash on hand and at banks as of December 31, 1999 and 1998 includes compensating
balances of $ 120 and $100 respectively maintained by the Company to support the
Company's lines of credit.
F-9
<PAGE>
(4) RECEIVABLES
This item consists of the following:
1999 1998
---- ----
Trade receivables 24,795 20,154
Employee advances 920 636
-------- --------
25,715 20,790
Less: Allowance for doubtful accounts ( 2,151) ( 1,452)
-------- ----------
23,564 19,338
====== ======
All employee advances bear no interest and are due within one year.
Geographic concentrations of accounts receivables as of December 31, 1999 and
1998 are as follows:
1999 1998
---- ----
% %
Middle East 75.4 76.6
Europe 13.6 13.8
North America 4.1 4.5
Asia 6.9 5.1
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:
1999 1998 1997
---- ---- ----
Balance - Beginning of the year 1,452 866 739
Provision 868 655 433
Write-offs ( 169) ( 69) (306)
------ ------- ---
Balance - End of the year 2,151 1,452 866
===== ===== ===
(5) Other Current Assets
This item consists of the following:
1999 1998
---- ----
Prepaid expenses 1,025 1,084
Refundable deposits 900 610
Advances 383 431
Tax withholdings 338 373
Supplies and stationary 644 562
Accrued interest receivable 119 219
Investment in trading securities 69 -
Other 181 178
------ -------
3,659 3,457
====== =======
F-10
<PAGE>
(6) PROPERTY, PLANT AND EQUIPMENT
This item consists of the following:
<TABLE>
<CAPTION>
At the Beginning Exchange At the End of
of the Year Purchases Disposals Differences the Year
----------------- ---------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C> <C>
Costs -
Furniture and fixtures 3,360 756 (160) ( 24) 3,932
Office equipment 1,985 404 ( 32) ( 39) 2,318
Computers 3,047 1,439 ( 65) ( 14) 4,407
Vehicles 3,182 590 (254) ( 26) 3,492
------- ------ --- ---- --------
11,574 3,189 (511) (103) 14,149
------ ----- --- --- ------
</TABLE>
Accumulated Depreciation -
<TABLE>
<CAPTION>
At the Beginning Exchange At the End of
of the Year Purchases Disposals Differences the Year
----------------- ---------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C> <C>
Furniture and fixtures 1,602 519 (128) ( 14) 1,979
Office equipment 890 316 ( 30) ( 20) 1,156
Computers 1,543 615 ( 74) ( 8) 2,076
Vehicles 1,484 691 (132) ( 15) 2,028
----- ------ --- --- -----
5,519 2,141 (364) ( 57) 7,239
----- ===== === === -----
Net book value 6,055 6,910
===== =====
</TABLE>
The net book value of assets included above which are held under capital leases
is $609, as of December 31, 1999.
(7) INVESTMENT IN MARKETABLE SECURITIES
The following is a summary of available-for-sale securities as of
December 31, 1999:
Gross
unrealized Fair
Cost loss value
---- ---- -----
Fixed income securities 1,500 (311) 1,189
Fixed income securities earn a fixed interest of 7.125% per annum.
The net adjustment to unrealized holding loss on available for sale securities
included as a separate component of shareholders equity totaled $ 311 in 1999.
F-11
<PAGE>
(8) OTHER CURRENT LIABILITIES
This item consists of the following:
1999 1998
---- ----
Accrued expenses 2,114 2,068
Deferred revenue 350 543
Income taxes payable 384 451
Social securities and taxes payable 343 380
Sales taxes and other 416 442
Other 173 188
------ ------
3,780 4,072
====== ======
(9) DUE TO BANKS
ARAMEX and its subsidiaries maintain lines of credit with various banks in the
aggregate of $439, and $208, respectively, at December 31, 1999 and 1998. At
December 31, 1999 and 1998, the Company had $380 and $198 outstanding under
these lines of credit. Some of the lines of credit are 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 10.75% and
8.46% at December 31, 1999 and 1998, respectively. The remaining balances of $
126 and $206 in Due to Banks as of December 31, 1999 and 1998, respectively,
represent bank overdraft.
(10) LONG TERM DEBT
This item consists of the following:
1999 1998
---- ----
Long term notes payable (a) 29 32
Capital lease obligations (b) 593 720
--- ---
622 752
Less: current maturities (427) (458)
--- -----
Long term portion 195 294
=== ===
(a) Long term notes payable
This represents various vehicle and equipment's notes payable in monthly
installments with original average maturities of two to 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. These notes are payable during 2000.
F-12
<PAGE>
(b) Capital lease obligations
1999 1998
---- ----
Capital lease obligations in respect of
vehicles, telephone and computer equipment 593 720
Less: current maturities (398) (432)
--- ---
Long term portion 195 288
=== ===
Future minimum annual payments under all noncancellable capital leases
are as follows:
December 31
-----------
2000 437
2001 155
2002 56
2003 6
-----
Total minimum lease payments 654
Less: interest component ( 61)
-----
Present value of minimum lease payments 593
======
(11) SHARE CAPITAL
(a) Common Stock -
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 September 18, 1998 the Company announced a share repurchase program to
acquire up to 200,000 shares of its common stock. According to the program
the shares will be purchased in open market or private transactions and
the purchased shares will be cancelled. During 1999 and 1998 the Company
purchased, 30,000 and 31,000 shares at an aggregate cost of $ 335 and $
274 respectively.
On May 6, 1998, the Company completed a secondary public offering of
1,000,000 shares of common stock on the Nasdaq National Market at a price
of $ 13.125 per share, of which 500,000 shares were offered by the Company
and 500,000 shares were offered by certain selling shareholders. The net
proceeds of the issue received by the Company (after deducting
underwriting discounts, commissions and other costs associated with the
offering) were $ 5,700.
F-13
<PAGE>
(b) Warrants -
In connection with the initial public offering, the Company has also
agreed to sell 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 four years commencing January 13, 1998,
certain "piggyback" registration rights.
During 1999 and 1998, a total of 9,141 and 10,900 warrants were exercised
on a cashless basis resulting in an issue of 2,252 and 2,215 shares of
common stock respectively.
(c) Stock Option Plan -
The following options have been granted under the Company's Stock Option
Plan:
<TABLE>
<CAPTION>
Balance at the Granted Exercised Balance at the Exercise price
beginning of the during the during the end of the
year year year year
-------------------------------------------------------------------------------------------
<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.
F-14
<PAGE>
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:
1999 1998 1997
---- ---- ------
Net income:
As reported 4,209 3,855 3,121
Pro forma 4,152 3,762 2,338
Basic earnings per share:
As reported 0.86 0.81 0.71
Pro forma 0.85 0.79 0.53
Diluted earnings per share
As reported 0.85 0.79 0.69
Pro forma 0.84 0.77 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 1999 and 1998.
(12) REVENUES
This item consists of the following:
1999 1998 1997
---- ---- ----
International express 46,160 43,629 36,556
Freight forwarding 34,525 28,804 21,697
Domestic express 9,332 6,456 3,967
MED 2,619 2,153 1,833
Other * 2,492 2,569 2,277
-------- ------- -------
95,128 83,611 66,330
====== ====== ======
* Amounts represent revenues from other special services which the Company
renders, including airline ticketing and travel, remail and visa services.
All related costs are reflected in shipping costs.
F-15
<PAGE>
(13) SHIPPING COSTS
This item consists of the following:
1999 1998 1997
---- ---- ----
Linehaul expenses - Express 9,026 9,528 7,392
Distribution expenses - Express 6,193 6,447 6,607
Inbound costs - Express 3,201 2,614 1,555
Freight forwarding and related expenses 26,419 22,076 16,843
MED cost of sales 1,872 1,500 1,246
Other 3,641 2,630 1,828
------- ------- ------
50,352 44,795 35,471
====== ====== ======
(14) 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 $ 2,018, $1,671 and $1,159 for the years
ended December 31, 1999, 1998 and 1997, 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,
------------
2000 1,391
2001 718
2002 691
2003 262
2004 26
(15) INCOME TAXES
The provision for income taxes on results of operations of foreign subsidiaries
is comprised of the following:
1999 1998 1997
---- ---- ----
Current 325 289 169
Deferred 52 3 1
---- ----- ----
377 292 170
=== === ===
F-16
<PAGE>
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)
1999 1998
Current -
Provision for doubtful accounts 94 45
Termination indemnities 28 9
Donation carryover - 6
Other 14 -
---- ----
136 60
Non-current -
Depreciation ( 52) (15)
Net operating losses carryforward 577 602
Other - 26
Valuation allowance ( 714) ( 674)
---- ----
( 189) ( 61)
---- ----
( 53) ( 1)
==== ====
At December 31, 1999, the Company and its subsidiaries had net operating losses
carryforward of approximately $ 1,574 which expire between 2000 and 2019.
The Company's consolidated effective tax rate was 7.5%, 7.0% and 5.2% for 1999,
1998 and 1997, respectively. The principal differences between these effective
tax rates and the statutory tax rate applicable in the United States of 35% are
as follows:
1999 1998 1997
---- ---- ----
Computed tax at U.S. rate of 35% 1,765 1,452 1,141
Effects of tax exemptions ( 920) ( 827) ( 633)
Effect of lower rates in certain countries (1,267) ( 872) ( 650)
Losses not benefited 666 469 400
Other 133 70 ( 88)
------ ------- ------
377 292 170
====== ====== ======
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, 1999, 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.
F-17
<PAGE>
(16) EARNINGS PER SHARE
<TABLE>
<CAPTION>
Net income Weighted average No. Effect of Weighted average No. Basic earnings Diluted
of shares - basic dilution of shares - diluted per share earnings per share
--------------- ------------------------ -------------- ------------------------ ------------------ -------------------
<S> <C> <C> <C> <C> <C> <C>
1999 4,209 4,876,732 84,721 4,961,453 0.86 0.85
1998 3,855 4,746,066 121,879 4,867,945 0.81 0.79
1997 3,121 4,396,811 126,236 4,523,047 0.71 0.69
</TABLE>
(17) ACQUISITIONS
During 1998 acquisitions were made for a total consideration of $ 1,541. This
included increasing the company's ownership in the Cairo and Turkey subsidiaries
from 49% and 30% to 100% and 50% respectively in addition to acquiring
controlling interests in companies in India, Sri-Lanka, Bangladesh, Turkey and
Hong Kong.
In connection with the acquisition of a controlling interest in the Sri-Lanka
station, a contingent consideration amount of $ 279 became payable during 1999
as a result of satisfying certain conditions in the acquisition agreement, which
primarily related to achieving certain profit targets. Accordingly, goodwill
arising from the acquisition was increased by $ 279.
Following is the movement on the goodwill account:
Balance at January 1, 1999 1,166
Contingent consideration 279
Amortization for the year ( 162)
-----
Balance at December 31, 1999 1,283
=====
The above acquisitions were accounted for using the purchase method of
accounting and accordingly, the purchase price has been allocated to the assets
acquired and liabilities assumed based upon the fair value at the date of
acquisition.
The following unaudited pro forma information for the year ended December 31,
1998 presents the results of operations of the Company as if the acquisitions
had taken place on January 1. This information is not necessarily indicative of
the results the Company would have obtained had these events actually then
occurred of the Company's future results:
Revenues 87,173
Income before income taxes 3,947
Net income 3,676
Earnings per share - basic 0.77
Earnings per share - diluted 0.76
F-18
<PAGE>
(18) 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 filed a motion for summary judgment. On
February 3, 1997, the motion for partial summary judgement was granted, and the
only claim remaining was the claim for an accounting. In July 1999, the Company
and the plaintiff agreed to resolve all claims and causes of action that they
have asserted against the other in the litigation.
(19) 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
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.
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 $83 (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 $106 (JD 75). 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 1998 the Company sold at cost for $249 (JD 177) which approximates market
value the land that was owned by the Company's corporate offices in Amman,
Jordan to ARAM, an investment company controlled by the CEO's family.
The Company and Airborne are founding members of the Overseas Express Courier
Network (OEC). The OEC is a global alliance among certain leading independent
express companies that functions as a worldwide delivery network for its
members. Airborne handles and delivers the Company's express and freight
shipments that are sent mainly to North America and the Far East. The Company
and Airborne maintain normal business relations whereby they share profits on
handling of freight shipments and they bill each other for charges incurred on
handling and delivery of express shipments. Revenue from inbound shipments
amounted to less than 5 % of total revenues.
F-19
<PAGE>
(20) INFORMATION ABOUT BUSINESS SEGMENTS
The company operates predominantly in a single industry as a courier and cargo
freight forwarder. The following is a summary of financial data by business
segment consistent with the way senior management organizes operations within
the Company for decision making purposes and performance assessment.
<TABLE>
<CAPTION>
---------------------------------- ------------------- -------------------- -------------------- --------------- -------------------
International Freight Domestic
express Forwarding Express Other Consolidated
---------------------------------- ------------------- -------------------- -------------------- --------------- -------------------
<S> <C> <C> <C> <C> <C>
1999
Revenue (1)
---------------------------------- ------------------- -------------------- -------------------- --------------- -------------------
External sales 46,160 34,524 9,332 5,112 95,128
---------------------------------- ------------------- -------------------- -------------------- --------------- -------------------
Inter-segment sales 21,970 - - 1,706 -
---------------------------------- ------------------- -------------------- -------------------- --------------- -------------------
Segment sales 68,130 34,524 9,332 6,818 95,128
---------------------------------- ------------------- -------------------- -------------------- --------------- -------------------
Gross profit 27,753 8,106 6,932 1,985 44,776
---------------------------------- ------------------- -------------------- -------------------- --------------- -------------------
1998
Revenue (1)
---------------------------------- ------------------- -------------------- -------------------- --------------- -------------------
External sales 43,629 28,804 6,456 4,722 83,611
---------------------------------- ------------------- -------------------- -------------------- --------------- -------------------
Inter-segment sales 21,095 - - 674 -
---------------------------------- ------------------- -------------------- -------------------- --------------- -------------------
Segment sales 64,724 28,804 6,456 5,396 83,611
---------------------------------- ------------------- -------------------- -------------------- --------------- -------------------
Gross profit 24,878 6,728 5,104 2,106 38,816
---------------------------------- ------------------- -------------------- -------------------- --------------- -------------------
1997
Revenue (1)
---------------------------------- ------------------- -------------------- -------------------- --------------- -------------------
External sales 36,556 21,697 3,967 4,110 66,330
---------------------------------- ------------------- -------------------- -------------------- --------------- -------------------
Inter-segment sales 18,382 - - 441 -
---------------------------------- ------------------- -------------------- -------------------- --------------- -------------------
Segment sales 54,938 21,697 3,967 4,551 66,330
---------------------------------- ------------------- -------------------- -------------------- --------------- -------------------
Gross profit 21,002 4,854 3,254 1,749 30,859
---------------------------------- ------------------- -------------------- -------------------- --------------- -------------------
</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 the
consolidation.
International express revenues are derived from the Company's international
express package delivery system. Freight forwarding revenues are derived from
the Company's freight forwarding services, including air and ocean freight
forwarding consolidation, warehousing and customs clearance services. Domestic
express revenues are derived from the Company's intra-country express delivery
services. Other revenues are derived from MED, the Company's direct marketing
and mail order catalog service, airline ticketing, remail, travel and other
corporate services.
The Company does not segregate assets and liabilities by business segment and
accordingly such information is not available. The following table shows the
Company's consolidated revenues, assets and liabilities by geographical area:
1999 1998 1997
---- ---- ----
Revenue
Middle East 70,469 62,371 50,005
Europe 10,294 11,153 10,584
North America 5,554 5,561 5,741
Asia 8,811 4,526 -
------- ------- ---------
95,128 83,611 66,330
====== ====== ======
F-20
<PAGE>
1999 1998
---- ----
Assets -
Middle East 37,594 34,307
Europe 4,425 3,761
North America 1,360 1,308
Asia 3,119 1,944
------- -------
46,498 41,320
Liabilities -
Middle East 11,191 10,190
Europe 1,878 2,141
North America 914 856
Asia 1,343 758
------- -------
15,326 13,945
======= =======
(21) 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.
(22) SUPPLEMENTAL FINANCIAL STATEMENT DISCLOSURES
Disclosures about fair values of financial instruments:
The carrying amounts of cash, current receivables, investments, trade
payables, due to banks and long term debt approximate their fair market
values.
(23) SUMMARY OF SIGNIFICANT DIFFERENCES BETWEEN ACCOUNTING PRINCIPLES FOLLOWED
BY THE COMPANY AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
o The consolidated financial statements of the Company have been prepared in
accordance with International Accounting Standards (IAS). For purposes of
these financial statements there is only one significant difference between
the Company's accounting principles utilized and United States Generally
Accepted Accounting Principles (US GAAP).
Following is a description of this difference:
During 1998 Mr. William Kingson (Chairman) and Mr. Fadi Ghandour (CEO)
transferred 65,000 shares of common stock of the Company as a gift to
certain employees. Under US GAAP where a company's principal stockholder
transfers a portion of his shares to one or more of its employees, then
the Company is required to account for such transfer as a compensation
expense with an offsetting contribution to capital at the fair value of
the shares transferred.
F-21
<PAGE>
Under IAS, there is no requirement to record such transfers as
compensation expense, and accordingly the company did not record the
transfer of shares as an expense. There is no difference between
shareholders equity under IAS and US GAAP as a result of this matter.
Following is a reconciliation of net income to US GAAP for the year ended
December 31, 1998:
<TABLE>
<CAPTION>
1998
<S> <C>
Net income according to the financial statements
IAS 3,855
US GAPP adjustment
Decrease due to compensation expense ( 854)
------
Net income under US GAAP 3,001
=====
Earnings per share
Basic earnings per share per accompanying financial statements 0.81
====
Basic earnings per share under US GAAP 0.63
====
Diluted earnings per share per accompanying financial statements 0.79
====
Diluted earnings per share under US GAAP 0.62
====
</TABLE>
o Effective January 1, 1998, the Company adopted Statement of Financial
Accounting Standards (SFAS) No. 130 "Reporting Comprehensive Income". This
standard increased financial reporting disclosures and had no impact on the
Company's financial position or results of operations. Certain
reclassifications have been made to the December 31, 1997 Consolidated
Financial Statements to conform with the financial reporting requirements of
SFAS No. 130 (see Consolidated Statement of Changes and Shareholders'
Equity).
o In June 1998, the Statement Financial Accounting Standards ("SFAS") No. 133,
Accounting for Derivative Instruments and Hedging Activities was issued.
SFAS 133 establishes accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other
contracts, and derivative instruments used for hedging purposes. SFAS No.
133 requires that entities recognize all derivative financial instruments as
either assets or liabilities in the statement of financial position and
measure those instruments at fair value. SFAS No. 133, as amended by SFAS
No. 137, is effective for the Company in its fiscal quarter of 2001.
Management has not adopted this SFAS 133 as of December 31, 1999.
F-22
<PAGE>
Exhibit Index
Exhibit Number Description
-------------- -----------
21.1 List of subsidiaries of
Aramex International Limited
27.1 Financial Data Schedule for the
year ending December 31, 1999
