SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended December 31,1996
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from __________ to __________.
Commission file number 1-11480
GOLDEN EAGLE GROUP, INC.
(Name of Small Business Issuer in Its Charter)
DELAWARE 65-0353755
(State Or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
120 STANDIFER DRIVE
HUMBLE, TEXAS 77338
(Address of Principal Executive Offices) (Zip Code)
(281) 446-2656
(Issuer's Telephone Number, Including Area Code)
Securities registered under Section 12 (b)
of the Securities Exchange Act of 1934:
Name of Each Exchange
Title of Each Class on Which Registered
------------------- -------------------
Common Stock, par value $.0l per share Boston Stock Exchange
Redeemable Common Stock Purchase Warrants Boston Stock Exchange
Securities registered under Section 12(g) of the Securities Exchange Act of
1934:
<PAGE>
None.
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 [ ]
Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-K is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [X]
State issuer's revenues for its most recent fiscal year: $66,506,044.
State the aggregate market value of the voting stock held by
non-affiliates of the registrant on March 25, 1997, computed by reference to the
price at which the stock was sold on that date: $4,401,625.
APPLICABLE ONLY TO CORPORATE ISSUERS
The number of shares outstanding of the registrant's Common Stock, par
value $.0l per share (the "Common Stock"), as of March 17, 1997, was 5,730,000.
Transitional Small Business Disclosure Format:
Yes [ ] No [X]
DOCUMENTS INCORPORATED BY REFERENCE
To the extent specified, Part III of this Form 10K incorporates
information by reference to the Registrant's definitive proxy statement
for the 1996 Annual Meeting of Shareholders.
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
(A) BUSINESS DEVELOPMENT
Golden Eagle Group, Inc., a Delaware corporation (the "Company"), through its
wholly-owned subsidiaries, is engaged in the business of providing international
transportation logistics and related services. The Company provides logistics
services and international air and ocean freight forwarding, primarily for
shipments from Texas to Europe, the Middle East, the Far East, Russia/CIS and
Africa, from the Washington D.C. area to Europe and Asia and shipments from
Miami to Central and South America and the Caribbean, as well as shipments from
the Company's other facilities in the United States, and incidental services
such as packing, crating and warehousing. As a freight forwarder, the Company
plans and facilitates the shipment of goods and merchandise from point of
origination to destination by securing air or ocean cargo space, arranging for
delivery of goods to carriers and preparing shipping and customs documentation.
The Company is also a licensed customs broker.
The Company maintains its principal office in Houston and branch offices in
Miami, San Francisco, Los Angeles, Chicago, New York City (JFK), Washington D.C
(Sterling,VA), Baltimore, Phoenix, Denver, Dallas, Las Vegas and Laredo and
services overseas points of destination or origination through a network of
international freight forwarders who act as local agents for the Company.
In March 1994, the Company acquired all of the outstanding capital stock of
DAHER America through the Merger of a newly formed subsidiary of the Company
into and with DAHER America. For accounting purposes, the Merger is treated as
if DAHER America acquired the Company and therefore, effective March 1, 1994,
the historical consolidated financial statements of DAHER America are deemed to
be the financial statements of the Company. Accordingly, all financial
information herein for periods prior to March 1, 1994 reflects only the
financial results of DAHER America.
In furtherance of its expansion strategy, effective July 31, 1995, the Company
acquired all of the outstanding capital stock of World Trade Transport of
Virginia, Inc. ("WTT"), a privately held full-service regional freight forwarder
and customs broker with headquarters in the Washington D.C. area and three
facilities in the Washington, D.C. and Baltimore area.
The Company, a successor to a business established in 1979, was incorporated in
Delaware on June 29, 1992. Unless the context requires otherwise, (i) all
information in "Item 1. Description of Business", "Item 9. Directors, Executive
Officers, Promoters and Control Persons; Compliance with Section 16(a) of the
Exchange Act" and " Item 11. Security Ownership of Certain Beneficial Owners and
Management", gives effect to the Merger and Acquisition and (ii) the "Company"
<PAGE>
refers to Golden Eagle Group, Inc. and its consolidated subsidiaries, including
DAHER America, Inc. and World Trade Transport of Virginia, Inc.
(B) BUSINESS OF ISSUER
OPERATIONS
Airfreight Forwarding. In its airfreight forwarding operations, the Company
prepares airway bills, collects through charges, provides handling services,
routes and traces shipments, investigates and settles claims, arranges for and
performs transfer services, provides shipping advice, prepares shipping and
customs documentation and furnishes various other incidental services. The types
of items shipped in the airfreight forwarding portion of the Company's business
are typically of an urgent nature where shippers realize the speed and/or
convenience of air freight delivery. The Company does not own or operate any
aircraft.
The Company consolidates consignments bound for locations for which it has a
significant volume of business into a single shipment. The amount, which the
Company charges its customers, is based upon the weight of the item to be
shipped. Typically, as the weight of a shipment increases, the cost per pound
charged by both commercial air carriers to the Company and by the Company to its
customers decreases. As a result, by consolidating the shipments of its
customers and presenting them to a commercial air carrier as a single shipment,
the Company is normally able to offer its customers a lower cost than they could
individually obtain and, as a general rule, realize a higher gross profit margin
on consolidated shipments than on unconsolidated shipments. The differential
between the rate charged to the Company by an air carrier and the rate which the
Company charges to its customers, plus fees for incidental services and a
commission paid to the Company by the commercial air carrier for utilizing its
services, represents the gross profit made by the Company in connection with
such shipments. In the case of unconsolidated shipments, the Company's income is
derived primarily from commissions paid by the air carrier. The Company monitors
the rates charged by commercial air carriers in the markets serviced by the
Company and adjusts, as it deems appropriate and consistent with competitive
factors, the rates it charges its customers to reflect changes in commercial air
carrier rates.
In a typical international consolidated air shipment, the Company's customers,
or non-affiliated commercial trucking companies ("common carriers"), deliver the
articles to be exported to one of the Company's offices. At such office, the
shipments are consolidated and are delivered by the Company's trucks or a hired
common carrier to a commercial air carrier for shipment. Upon arrival at the air
carrier's foreign destination, a local independent freight forwarder acting as
an agent for the Company takes delivery of the consolidated shipment and breaks
it down into its various components. These separate components are then either
picked up by the consignee or are delivered by an independent carrier to their
final destination at the consignee's expense.
<PAGE>
The Company's liability to its customers for lost or damaged goods in
consolidated shipments is limited contractually to a maximum of $9.07 per pound
unless the shipper specifically requests excess valuation coverage or insurance
for the goods being shipped. In that event, the Company obtains insurance in the
amount by which the value of such goods exceeds such contractual limitation. The
air carriers utilized by the Company to make the actual shipment are liable to
the Company for a maximum of $9.07 per pound by international treaty. The
Company when acting solely as agent for an air carrier in connection with
unconsolidated shipments, generally does not have any contractual liability for
lost or damaged goods following delivery thereof to the air carrier. The Company
maintains insurance that it believes is adequate to protect itself against
losses attributable to lost or damaged shipments.
OCEAN FREIGHT FORWARDING. As an ocean freight forwarder, the Company acts as an
agent of the shipper or the consignee, obtains cargo space, coordinates delivery
of shipments to ocean carriers, prepares required shipping and customs
documentation, procures insurance, and furnishes other miscellaneous services,
such as inland transportation, packing, crating and warehousing. The Company
does not own or operate any ships.
An important aspect of the Company's ocean freight forwarding operations is its
consolidation activities. In connection with shipments between locations for
which the Company has a significant amount of business, the Company combines
shipments bound for a particular destination, determines the routing, selects
the direct carrier and renders each consolidated lot as a single shipment to the
direct carrier. Consolidated shipments are packed in containers furnished by the
carrier. At the distribution point, the Company's agent receives the
containerized shipment, breaks it into its component shipments and distributes
the individual shipments. Consolidation of shipments benefits the customer as it
permits the Company to offer more attractive rates to its customers and affords
greater security against damage or loss both during shipment and customs
clearance. The Company's consolidated shipments typically generate a higher
gross profit margin for the Company.
As an ocean freight forwarder, the Company's revenues are derived primarily from
commissions paid for procuring shipments to be carried by an ocean carrier and
from fees charged to customers for additional services provided by the Company,
such as preparing documentation, procuring insurance, packing, crating and
consultation. The commissions paid to the Company by shipping lines for using
their services are either fixed by the carrier or by shipping conferences of
which the carrier is a member. The fees charged by the Company to its customers
for additional services are determined by negotiation between the Company and
such customers.
AGENTS. The Company serves overseas points of destination or origination through
a network of local international freight forwarders who act as agents for the
Company. The services provided by the Company's agents, who are retained on both
an exclusive and non-exclusive basis, include receiving shipments and arranging
for their delivery for consignees, delivering outgoing shipments to carriers,
preparing and assisting in the processing of shipping and foreign customs
documentation and obtaining customers for the Company's services. Upon
completion of the
<PAGE>
Merger, the Company entered into an exclusive agency agreement with Compagnie
Daher pursuant to which the Company appointed Compagnie Daher as its exclusive
agent in France and Compagnie Daher appointed the Company as its exclusive agent
in the United States, other than with respect to one of Compagnie Daher's
existing accounts.
The Company believes that the use of agents in foreign countries may be
preferable in many instances to setting up Company offices in such locations,
because such agents are typically local international freight forwarders with
established infrastructures, existing relationships with customers and carriers
and familiarity with local customs and legal requirements.
CUSTOMS BROKERAGE. As a customs broker, the Company assists importers in
clearing their shipments through United States Customs by preparing required
customs documentation, providing for payment of duties on behalf of the
importer, arranging for required inspections by governmental agencies and
arranging for ultimate delivery of the shipment. The Company offers customs
brokerage services to all shippers and not just those using its ocean and
airfreight forwarding services. The Company is a member of the United States
Customs Automated Broker Interface program which permits the Company to clear
its customers' goods through United States Customs electronically, allowing the
customer to obtain its goods in a matter of hours rather than days.
The Company's revenues from its customs brokerage operations are derived from
the fees it charges its customers. The Company does not have a fixed fee
schedule for such services and the determinations of such fees are not
regulated. Instead, customs brokerage fees are based upon the complexity of the
transaction, the nature of the shipment, the value of the articles comprising
the shipment and the types of services required. The Company in certain
instances may advance customs duties or fees for its customers.
WAREHOUSING OPERATIONS. The Company offers regular warehousing in all of its
U.S. branch offices, except Las Vegas, as well as United States Customs bonded
warehousing in Miami. In its bonded warehouse, the Company can hold foreign
merchandise on behalf of the customer until the customer is ready to ship its
merchandise for up to five years without the customer paying duties. The
Company's revenues from its warehousing operations are derived from fees it
charges to its customers.
CRATING, PACKING AND ANCILLARY SERVICES. The Company offers routine and custom
crating and packing services in all of its offices both in connection with its
ocean and airfreight forwarding business and independently of such activities.
Most crating and packing is performed in connection with the Company's freight
forwarding business. Rates for routine packing and crating are based upon the
number of items to be packed or crated and the type of packing or crating
required. Fees charged in connection with custom crating and packing are
determined by negotiation between the Company and its customers.
<PAGE>
The Company operates a fleet of trucks in Miami, Sterling, Virginia and Houston
for the purpose of delivering shipments to a carrier and providing for pick up
of merchandise for certain local customers. The Company is licensed to use its
trucks to transport bonded goods in Miami. Except for the foregoing. the Company
does not otherwise handle the transport of goods and merchandise itself and
consequently does not assume the liability for transport attributable to common
carriers.
The Company charges various fees for services ancillary to its freight
forwarding activities, such as preparing shipping documentation, investigating
and settling claims, performing transfer services, providing consulting services
and acting as a charter broker. Fees for ancillary services are determined by
negotiation or are set by the Company prior to the time such services are
provided.
EXPANSION STRATEGY
Since completion of its initial public offering in November 1992, the Company's
strategy has been to expand its operations through the establishment of
additional domestic regional offices. The acquisition of DAHER America, which
maintained its principal office in Houston and facilities in Los Angeles, San
Francisco, Chicago and New York City, accomplished part of this strategy. In
1993, as part of this strategy, the Company also opened a branch office in
Laredo. Since the Merger, the Company has also sought to further expand its
operations by combining DAHER America's expertise and additional capabilities in
Europe, the Middle East and Far East with the Company's expertise in Central and
South America, the Caribbean and Mexico.
In addition to the foregoing, during 1994 the Company adopted a strategy of
acquiring niche companies in the transportation logistics field, which not only
complement its existing business but offer the opportunity for growth in
revenues and profitability. Pursuant to this strategy, in July 1995, the Company
acquired WTT, a regional Washington D.C. area forwarder and customs broker with
offices at Sterling, Virginia, Baltimore and at Dulles Airport..
In July 1996, the Company acquired certain assets of Ryan Freight Services, a
Dallas based freight forwarder with offices in Las Vegas, Phoenix and Denver. In
conjunction with the purchase agreement, the Company completed a business
acquisition agreement with Mr. David Pulk and Mr. Ed Reedy ("Pulk/Reedy"),
whereby certain compensation will be contingently issuable based on future
business development activities of Pulk/Reedy.
MARKETING
The Company effects approximately 4,000 transactions per month and has
approximately 1000 customers, including multi-national manufacturers of office
and air conditioning equipment, consumer electronics and athletic footwear, as
well as companies involved in the oilfield and aeronautics industries, and
automobile dealerships, furniture manufacturers and building supply
<PAGE>
contractors. The Company seeks to provide a high level of service to its
customers, with emphasis on reliability and responsiveness to customer needs.
The Company's largest customer, Amoco Production Company and related affiliates,
accounted for approximately 13.0%, 12.6% and 8.9% of the Company's consolidated
revenues for the years ended December 31, 1996, 1995 and 1994 respectively.
Although the Company has signed a cooperative agreement with the customer, the
agreement is not a binding contract. The loss of this customer could have a
material adverse effect on the Company's present and proposed business
activities. No other customer accounted for more than 6% of the Company's
revenue in 1996, 1995 and 1994.
In addition to its management team who are actively engaged in sales efforts,
the Company employs a full-time sales staff. In addition, the Company maintains
a customer service department, which the Company believes is a key factor in
obtaining and servicing customers.
COMPETITION
Freight forwarding and customs brokerage are intensely competitive and are
expected to remain so for the foreseeable future. The Company competes with a
large number of freight forwarding concerns in a highly fragmented industry,
some of which have greater financial resources and name recognition, more
experience, more offices and offer a broader variety of services than the
Company. The Company believes that price and quality of service, including
reliability, responsiveness, expertise, convenience and scope of operations are
the most competitive factors in the freight forwarding industry. The Company
believes that it competes effectively amongst its peers because it holds the
necessary licenses to offer a broader array of services than many freight
forwarders of comparable size and furnishes a high level of customer service.
GOVERNMENT REGULATION
The Company's airfreight forwarding business is subject to regulation, as an
indirect air cargo carrier, under the Federal Aviation Act by the Department of
Transportation (the "DOT"), the successor to the Civil Aeronautics Board. Part
296 of the DOT's Economic Aviation Regulations exempts airfreight forwarders
from most, but not all, of such act's requirements. The major provisions of the
act that remain applicable to the Company are subsection 403(b)(2) which forbids
solicitation of certain rebates; Section 404(a), which requires the Company to
provide safe service, equipment and facilities; Section 404(b), which prohibits
discrimination with respect to foreign air cargo transportation; Section 407(a),
which requires the keeping of certain accounts; Section 411, which prohibits
unfair or deceptive practices; and Section 415 which authorizes the DOT to
inquire into the Company's management for certain purposes.
The Company is licensed as an ocean freight forwarder by the Federal Maritime
Commission (the "FMC") and is also authorized by the FMC under the names
"Bridgeport Shipping Lines, Inc."
<PAGE>
and "Dacom Line" to act as a Non-Vessel Operating Common Carrier. The FMC
prescribes qualifications for acting as a shipping agent, including certain
surety bonding requirements.
The Company is certified as an airfreight forwarder by the International Air
Transport Association ("IATA"), a voluntary association of airlines, which
prescribes certain operating procedures for airfreight forwarding companies when
acting as an agent for members of IATA. The majority of the Company's airfreight
forwarding business is conducted with airlines, which are IATA members.
The United States Customs Service of the Department of the Treasury licenses the
Company as a customs broker in each customs district in which it does business.
All customs brokers are required to maintain prescribed records and are subject
to periodic audits by the United States Customs Service.
The Company's facility in Medley, Florida is authorized by the United States
Customs Service as a bonded warehouse. In addition, the Company is designated by
the United States Customs Service as a container freight station in Miami which
permits the Company to act as a transit station for cargo held in bond. The
Company is also authorized as a Customs House Cartman to transport bonded goods
to and from the Company's warehouse in Medley, Florida.
Although the Company is required to obtain certain permits and licenses and is
subject to certain regulations in connection with its operations, the Company is
not subject to rate regulations in any jurisdiction in which it currently does
business. The Company does not believe that current government regulation of its
business activities imposes significant economic restraint upon its existing
operations. However, the regulations of foreign governments may impose
significant barriers to expansion of the Company's business into new countries
in which it might desire to establish offices.
EMPLOYEES
At March 17, 1997, the Company employed approximately 230 full-time personnel.
The Company is not a party to any collective bargaining agreement and considers
its relations with its employees to be good.
<PAGE>
ITEM 2. DESCRIPTION OF PROPERTY.
The Company's executive offices are located in a facility located near the
Houston Intercontinental Airport consisting of approximately 10,000 square feet
of office space and 50,000 square feet of warehouse space. The facility is
leased pursuant to a lease expiring in December 1997. The annual rent under such
lease is $200,912 through December 1996 and increases thereafter at the rate of
three percent per year. The Company has an option to renew such lease for an
additional five-year term, with rental increases of approximately three percent
per year. The Company also leases approximately 10,000 square feet of warehouse
space and 3 acres of yard space of an adjacent facility on a month-to-month
basis.
The Company occupies an approximately 112,500 square foot facility located at
11700 N.W. 100th Road, Medley, Florida. Such facility includes approximately
12,500 square feet of office space, 80,000 square feet of regular warehouse
space and 20,000 square feet of bonded warehouse space. The term of the lease
for such facility is seven years and expires in September 1999. Rent under the
lease ranges from $441,339 for the first year to $592,944 for the seventh year.
The Company has an option to renew such lease for an additional seven-year term,
with rental increases of four percent per year.
The remaining branch offices of the Company are also located in leased
facilities. The terms of such leases expire commencing in 1997 through 2000. The
aggregate amount of the annual rental payments under such leases is currently
approximately $1,415,436.
ITEM 3. LEGAL PROCEEDINGS.
The Company is a party to routine litigation incident to the operation of its
business. Some lawsuits to which the Company is party are covered by insurance
and are being defended by the Company's insurance carriers. The Company has
established reserves which management believes are adequate to cover any other
litigation losses that may occur.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
<PAGE>
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The Company's Common Stock and Warrants are quoted on the NASDAO Small-Cap
Market under the symbols "GEGP" and "GEGPW", respectively, and are listed on the
Boston Stock Exchange under the symbols "GEG" and "GEGW", respectively. The
following table sets forth, for periods set forth below, the high and low bid
quotations for the Common Stock and the Warrants as reported by NASDAQ. The
NASDAQ quotations represent quotations between dealers without adjustments for
retail markups, markdowns or commissions and may not necessarily represent
actual transactions.
Common Stock Warrants
------------ ------------
High Low High Low
---- --- ---- ---
1996
First Quarter 4-1/8 1-15/16 1-5/8 5/8
Second Quarter 4-1/2 3-1/2 1-7/8 1-3/8
Third Quarter 5 3-1/8 2 1-1/4
Fourth Quarter 4-1/2 2-3/4 1-3/4 7/8
1995
First Quarter 2-7/8 1-5/8 1-1/8 1/2
Second Quarter 2-1/2 1-3/8 1-1/8 5/8
Third Quarter 2-11/16 1-11/16 1 5/8
Fourth Quarter 2-7/16 1-3/4 1 1/2
As of March 17, 1997 there were approximately 95 record holders of the Company's
Common Stock. The Company believes there are in excess of 300 beneficial owners
of the Company's Common Stock.
The Company has not paid any cash dividends on its Common Stock and does not
currently intend to declare or pay cash dividends in the foreseeable future. The
Company intends to retain any earnings that may be generated to provide funds
for the operation and expansion of its business.
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA.
The following selected financial data should be read in conjunction with the
consolidated financial statements and the notes thereto included herein in Item
8.
<TABLE>
<CAPTION>
THE COMPANY
--------------------------------------------------------
YEAR ENDED DECEMBER 31,
1992 (1) 1993 (1) 1994 (1) 1995 (2) 1996
-------- -------- -------- -------- --------
(in thousands, except per share amounts)
<S> <C> <C> <C> <C> <C>
Statement of Income Data:
Sales $ 39,454 $ 33,209 $ 41,259 $ 52,450 $ 66,506
-------- -------- -------- -------- --------
Operating income (207) (97) 369 1,061 1,312
Other income(expense) (100) (27) (68) (131) (19)
Net Income (Loss) $ (307) $ (124) $ 301 $ 930 $ 1,724
-------- -------- -------- -------- --------
Income (loss) per
common share $ (.11) $ (.04) $ .07 $ .19 $ .29
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
THE COMPANY
--------------------------------------------------------
YEAR ENDED DECEMBER 31,
1992 (1) 1993 (1) 1994 (1) 1995 (2) 1996
-------- -------- -------- -------- --------
(in thousands)
<S> <C> <C> <C> <C> <C>
Balance Sheet Data:
Working capital $ 650 $ 515 $ 697 $ 1,494 $ 2,926
Total assets 5,055 4,339 9,430 13,607 15,192
Long-term debt, including
capitalized lease and
current installments 1,026 600 1,798 1,134 679
Shareholders' equity 1,031 907 3,850 5,979 8,236
</TABLE>
---------------------------
1) In March 1994, the Company acquired all of the outstanding capital stock of
DAHER America through the Merger of a newly formed subsidiary of the
Company into and with DAHER America. For accounting purposes, the Merger is
treated as if DAHER America acquired the Company and therefore, effective
March 1, 1994, the historical consolidated financial statements of DAHER
America are deemed to be the financial statements of the Company.
Accordingly, all financial information herein for periods prior to March 1,
1994 reflects only the financial results of DAHER America.
2) Effective July 31, 1995, the Company acquired all of the outstanding
capital stock of World Trade Transport of Virginia, Inc. ("WTT").
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
INTRODUCTION
In March 1994, the Company acquired all of the outstanding capital stock of
DAHER America through the Merger of a newly formed subsidiary of the Company
into and with DAHER America. For accounting purposes, the Merger is treated as
if DAHER America acquired the Company and therefore, effective March 1, 1994,
the historical consolidated financial statements of DAHER America are deemed to
be the financial statements of the Company. Accordingly, the discussion of the
results of operations and other financial information herein reflects the
historical results of operations and financial information of DAHER America for
periods precedent to March 1, 1994 and the combined results of operations of the
Company and DAHER America for periods subsequent to March 1, 1994.
RESULTS OF OPERATIONS
THREE MONTHS ENDED DECEMBER 31, 1996 COMPARED TO THREE MONTHS ENDED
DECEMBER 31, 1995
Revenue during the three months ended December 31, 1996, increased
approximately 13.4% to $17,622,287 from $15,536,810 during the same period in
1995. Approximately $735,000 of the increase is attributable to new offices
acquired by the Company related to the Pulk/Reedy transaction consummated on
July 16, 1996. The remaining increase is attributable to increased sales to
existing customers.
Gross profit during the three months ended December 31, 1996, increased
approximately 12.4% or $476,354 to 4,309,163 from 3,832,809 for the same period
in 1995. The increase is directly attributable to the aforementioned increase in
sales.
Selling, general and administrative expenses during the three months ended
December 31, 1996, increased $700,933 to $4,256,193, or approximately 19.7%,
from $3,555,260 for the same period in 1995. As a percentage of sales, selling,
general and administrative expenses increased from 22.9% of sales for the three
months ended December 31, 1995 to 24.2% for the same period in 1996. The
increase is attributable to the business development activities of two newly
hired key executives and the addition of four new offices in July 1996 in
connection with the Pulk/Reedy acquisition. Additionally, the Company took a
one-time charge to earnings of $160,581 in the fourth quarter of 1996 related to
the termination of an employment contract with a former executive officer.
The Company's operating and net income was $52,970 and $476,407,
respectively for the three months ended December 31, 1996 as compared to
operating and net income of $277,549 and $243,520 respectively for the three
months ended December 31, 1995. The reduction in
<PAGE>
operating income for the three months ended December 31, 1996 as compared to the
same period in 1995 is primarily attributable to the aforementioned increase in
selling, general and administrative costs inclusive of employment contract
termination costs. Net income for the quarter ended December 31, 1996 reflects
the recognition of income tax benefit of $430,717 and the establishment of a net
deferred tax asset related to a portion of the Company's unused and unexpired
net operating loss carryforwards.
YEAR ENDED DECEMBER 31, 1996 COMPARED TO YEAR ENDED DECEMBER 31, 1995
The Company's revenues increased $14,056,350 or approximately 26.8% to
$66,506,044 during the year ended December 31, 1996 from $52,449,694 for the
year ended December 31, 1995. Approximately 43.2% of the increase is
attributable to the acquisition of WTT in July 1995. 1995 results include only
five months of WTT sales whereas 1996 results include sales for the full twelve
months. An additional 9% of the increase is attributable to sales generated by
four new offices acquired with the Pulk/Reedy acquisition. The remainder is
primarily due to increased sales in the Company's Houston, Miami and Laredo
operations.
For the year ended December 31, 1996, gross profit increased approximately
32.6% to $17,267,561 from $13,025,045 for the year ended December 31, 1995.
$2,363,001 or approximately 55.7% of the increase, is attributable to the
addition of WTT operations resulting from the July 1995 acquisition. The
remainder of the increase is primarily due to increases in sales in the
aforementioned Company service areas. The Company's gross profit margin has
increased slightly from approximately 24.8% in 1995 to 26.0% in 1996. The
increase is attributable to the increase in logistics support services sold in
1996 whereby the Company is selling a higher volume of services with fewer
direct freight costs. A higher proportion of logistics service cost is employee
payroll cost that the Company classifies as a selling, general and
administrative expense.
Selling, general and administrative expenses increased approximately
33.4%, or $3,991,687 from $11,963,637 for the year ended December 31, 1995 to
$15,955,324 for the year ended December 31. 1996. As a percentage of sales,
selling general and administrative costs increased from approximately 22.8% in
1995 to approximately 24.0% for the twelve months ended December 31, 1996.
Approximately $2,218,100 or 55.6% of the increase is directly attributable to
the Company's acquisition of WTT in July 1995. Additionally, the Pulk/Reedy
acquisition increased selling, general and administrative costs approximately
$225,000 over the last five months of 1996 ending December 31st. The remainder
of the increase is directly related to the Company's increase in gross profit
mentioned above.
Interest expense decreased by 34.2% or $50,719 to $97,749 for the year
ended December 31, 1996 as compared to $148,468 for the year ended December 31,
1995. The reduction in interest expense is attributable to the retirement of
debt using cash flow from operations.
The Company had a net income of $1,723,567 for the year ended December 31,
1996 as compared to a net profit of $929,662 for the year ended December 31,
1995. There was no
<PAGE>
provision for income tax in either period as the Company has unexpired net
operating loss carryforwards of approximately $3,300,000 and $4,140,000 at
December 31, 1996 and 1995, respectively. For the year ended December 31, 1996,
the Company recognized an income tax benefit of $430,717 with the establishment
of a net deferred tax asset related to a portion of the Company's unused and
unexpired net operating loss carryforwards.
YEAR ENDED DECEMBER 31, 1995 COMPARED TO YEAR ENDED DECEMBER 31, 1994
The Company's revenues increased $11,190,296 or approximately 27.1% to
$52,449,694 during the year ended December 31, 1995 from $41,259,398 for the
year ended December 31, 1994. Approximately 45.9% of the increase is
attributable to the acquisition of WTT in July 1995. The remainder is primarily
attributable to increased sales in the Company's Houston, New York, Los Angeles
and Chicago operations.
For the year ended December 31, 1995, gross profit (total revenues less
cost of sales) increased approximately 37.5% to $13,025,045 from $9,469,093 for
the year ended December 31, 1994. $1,636,168, or approximately 46.0% of the
increase, is attributable to the addition of WTT operations. The remainder of
the increase is primarily due to the aforementioned increases in sales in
several of the Company's service areas. The Company's gross profit margin has
increased slightly from approximately 22.9% in 1994 to 24.8% in 1995. The
increase is attributable to the increase in logistics support services sold in
1995 whereby the Company is selling a higher volume of services with fewer
direct freight costs. Higher proportions of logistics service costs are employee
payroll costs, which the Company classifies as selling, general and
administrative expense.
Selling, general and administrative expenses increased approximately
31.4%, or $2,863,329 from $9,100,308 for the year ended December 31, 1994 to
$11,963,637 for the year ended December 31. 1995. Approximately $1,465,473 or
51.1% of the increase is attributable to the Company's acquisition of WTT. The
remainder of the increase is directly related to the Company's increase in gross
profit mentioned above.
Interest expense increased by 60.9% or $56,228 to $148,468 for the year
ended December 31, 1995 as compared to $92,240 for the year ended December 31,
1994. Approximately $43,668 of the increase is attributable to the financing of
the WTT acquisition. The remaining increase is attributable to short-term
working capital borrowings the Company made during 1995 related to the growth of
its business.
The Company had a net income of $929,662 for the year ended December 31,
1995 as compared to a net profit of $301,216 for the year ended December 31,
1994. There was no provision for income tax in either period as the Company has
unexpired net operating loss carryforwards of approximately $4,140,000 and
$5,070,000 at December 31, 1995 and 1994, respectively.
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 1996, the Company had working capital of $2,925,962 as
compared to working capital of $1,493,985 at December 31, 1995. The increase in
working capital is primarily attributable to an increase in accounts receivable
from $7,777,766 at the December 31, 1995 to $8,721,219 at December 31, 1996
related to increased ocean freight gross billings done in the fourth quarter of
1996. Most of these billings include an additional financing fee to compensate
the Company for extended usage of working capital.
The Company's primary source of cash was cash flow generated by
operations. In addition, the Company has a $1,000,000 line of credit facility
with its bank for working capital requirements. Advances under the facility bear
interest at the bank's prime rate plus 1% and are due and payable on May 2,
1997. The agreement is collateralized by accounts receivable of Daher Golden
Eagle and WTT. The Company had no outstanding balance under the facility at
December 31, 1996.
Cash flows used in investing activities were $265,424 for the year ended
December 31, 1996, with $249,401 representing the purchase of general fixed
assets.
Cash flows used in financing activities were $489,988 for the year ended
December 31, 1996. The Company used cash from operations and proceeds from the
exercise of certain bridge warrants and employee stock options to reduce
outstanding debt obligations during 1996. In January 1997 the Company repaid,
from available cash flows, the term note resulting from the WTT acquisition
scheduled to mature through June 1998.
At December 31, 1996, the Company had cash of $513,842, as compared to
$396,812 at December 31, 1995, as a result of the activities described above.
The Company's primary financing needs relate to the financing of its
business. The Company believes that its present capital resources, when combined
with revenues generated from operations, are adequate fund its present level of
operations. However, the Company may require additional financing to otherwise
market and expand its business. While the Company is actively exploring various
financing sources, it has no definite commitment for any additional financing
and there can be no assurance that financing will be available on commercially
reasonable terms or otherwise.
RECENT ACCOUNTING PRONOUNCEMENTS
In February 1997, the Financial Accounting Standards Board (the FASB)
issued Statement of Financial Accounting Standards No. 128, EARNINGS PER SHARE
(FAS 128). FAS 128 specifies new standards designed to improve the EPS
information provided in financial statements by simplifying the existing
computational guidelines, revising the disclosure requirements, and increasing
comparability of EPS data on an international basis.
<PAGE>
Some of the changes made to simplify the EPS computation include: (a)
eliminating the presentation of primary EPS and replacing it with basic EPS,
with the principal difference being that common stock equivalents (CSE's) are
not considered in computing basic EPS, (b) eliminating the modified treasury
stock method and the three percent materiality provision, and (c) revising the
contingent share provisions and supplemental EPS data requirements. FAS 128 also
makes a number of changes to existing disclosure requirements.
FAS 128 is effective for financial statements issued for periods ending
after December 15, 1997, including interim periods. The Company has not yet
determined the impact of the implementation of FAS 128.
FORWARD LOOKING STATEMENTS
This Form 10-K contains certain forward looking statements. Such
statements are typically punctuated by words or phrases such as "anticipate,"
"estimate," "projects," "should," "may," "management believes," and words or
phrases of similar import. Such statements are subject to certain risks,
uncertainties or assumptions. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual results
may vary materially from those anticipated, estimated or projected. Among the
key factors that may have a direct bearing on the Company's results of
operations and financial condition are: (i) competitive practices in the
industries in which the Company will compete, (ii) the impact of current and
future laws and governmental regulations affecting the industry in general and
the Company's operations in particular, (iii)) fuel and other costs of company's
that do the shipping for the Company that cannot be passed on to the Company's
customers, and (iv) political or economic strife in major markets to which the
Company's customers transport goods using the Company's services.
<PAGE>
ITEM 8. FINANCIAL STATEMENTS.
GOLDEN EAGLE GROUP, INC. AND SUBSIDIARIES
Consolidated Financial Statements
<PAGE>
Table of Contents
Pages
Report of Independent Accountants ................................. F-1
Financial Statements:
Consolidated Balance Sheets .................................. F-2
Consolidated Statements of Operations ........................ F-3
Consolidated Statements of Stockholders' Equity .............. F-4
Consolidated Statements of Cash Flows ........................ F-5
Notes to Consolidated Financial Statements ................... F-6 - F-15
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Stockholders and Board of
Directors of Golden Eagle Group, Inc.
We have audited the accompanying consolidated balance sheets of Golden Eagle
Group, Inc. and subsidiaries as of December 31, 1996 and 1995 and the related
consolidated statements of operations, stockholders' equity, and cash flows for
each of the three years in the period ended December 31, 1996. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Golden Eagle
Group, Inc. and subsidiaries at December 31, 1996 and 1995, and the consolidated
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1996 in conformity with generally accepted
accounting principles.
COOPERS & LYBRAND L.L.P.
Miami, Florida
February 14, 1997
F-1
<PAGE>
GOLDEN EAGLE GROUP, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
<TABLE>
<CAPTION>
December 31, December 31,
1996 1995
------------ ------------
<S> <C> <C>
Assets
Current Assets:
Cash .............................................................................. $ 513,842 $ 396,812
Accounts receivable, trade, less allowance for
doubtful accounts of $564,000 and $600,000
at December 31, 1996 and 1995, respectively .................................. 8,721,219 7,777,766
Prepaid expenses and other current assets ......................................... 374,805 265,199
------------ ------------
Total current assets .................................................... 9,609,866 8,439,777
------------ ------------
Property and equipment, net ............................................................ 855,687 910,726
Deferred income taxes .................................................................. 552,891 0
Cost in excess of net assets acquired, net ............................................. 4,173,973 4,256,648
------------ ------------
Total assets ............................................................ $ 15,192,417 $ 13,607,151
============ ============
Liabilities and Stockholders' Equity
Current Liabilities:
Cash overdraft .................................................................... $ 0 $ 445,346
Notes payable and current portion of long-term debt ............................... 400,000 412,291
Current obligations under capital leases .......................................... 38,395 40,117
Accounts payable, trade ........................................................... 5,529,546 5,754,259
Accrued expenses .................................................................. 715,963 293,779
------------ ------------
Total current liabilities ............................................... 6,683,904 6,945,792
------------ ------------
Long-term debt .................................................................... 200,000 615,198
Obligations under capital leases .................................................. 40,645 66,720
Deferred income taxes ............................................................. 31,896 0
Total liabilities ....................................................... 6,956,445 7,627,710
------------ ------------
Commitments and contingencies
Stockholders' Equity
Preferred stock, par value $.01, 1,000,000 shares authorized, none
outstanding .................................................................. 0 0
Common stock, par value $.01, 10,000,000 shares authorized,
5,642,000 and 5,307,000 shares issued and outstanding ........................ 56,420 53,070
Additional paid-in capital ........................................................ 9,016,074 8,733,980
Stock subscriptions ............................................................... 247,520 0
Accumulated deficit ............................................................... (1,084,042) (2,807,609)
------------ ------------
Total stockholders' equity .............................................. 8,235,972 5,979,441
------------ ------------
Total liabilities and stockholders' equity .............................. $ 15,192,417 $ 13,607,151
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-2
<PAGE>
GOLDEN EAGLE GROUP, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
Years ended December 31, 1996, 1995 and 1994
<TABLE>
<CAPTION>
1996 1995 1994
------------ ------------ ------------
<S> <C> <C> <C>
Sales .............................................................................. $ 66,506,044 $ 52,449,694 $ 41,259,398
Cost of sales ...................................................................... 49,238,483 39,424,649 31,790,305
------------ ------------ ------------
Gross profit ............................................................. 17,267,561 13,025,045 9,469,093
Selling, general and administrative expenses ....................................... 15,955,324 11,963,637 9,100,308
------------ ------------ ------------
Operating income ................................................................... 1,312,237 1,061,408 368,785
------------ ------------ ------------
Other income (expense):
Foreign exchange gain ......................................................... 55,156 6,936 18,017
Gain (loss) on sale of equipment .............................................. 1,552 (1,811) 6,654
Other income .................................................................. 21,654 11,597 0
Interest expense .............................................................. (97,749) (148,468) (92,240)
------------ ------------ ------------
(19,387) (131,746) (67,569)
Income before income taxes .................................................... 1,292,850 929,662 301,216
Income tax benefit ............................................................ (430,717) 0 0
------------ ------------ ------------
Net income ......................................................................... $ 1,723,567 $ 929,662 $ 301,216
============ ============ ============
Earnings per common share and common share equivalents:
Primary ....................................................................... $ .29 $ .19 $ .07
============ ============ ============
Fully Diluted ................................................................. $ .28 $ .19 $ .07
============ ============ ============
Weighted average number of shares used in computing earnings per common share:
Primary ....................................................................... 5,947,697 4,867,363 4,184,389
============ ============ ============
Fully Diluted ................................................................. 6,126,891 4,867,363 4,184,389
============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-3
<PAGE>
GOLDEN EAGLE GROUP, INC. AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity
Years ended December 31, 1996, 1995 and 1994
<TABLE>
<CAPTION>
Additional Stock
Number Common Paid-In Subscrip- Accumulated
of Shares Stock Capital tions Deficit Total
--------- ------- ---------- -------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1993 ............................... 2,800,000 $28,000 $4,917,800 $ 0 $(4,038,487) $ 907,313
Issuance of stock for acquisition ........................ 1,400,000 14,000 2,086,000 0 0 2,100,000
Other stock issuances .................................... 307,000 3,070 538,180 0 0 541,250
Net income ............................................... 0 0 0 0 301,216 301,216
--------- ------- ---------- -------- ----------- ----------
Balance, December 31, 1994 ............................... 4,507,000 45,070 7,541,980 0 (3,737,271) 3,849,779
Issuance of stock for acquisition ........................ 800,000 8,000 1,192,000 0 0 1,200,000
Net income ............................................... 0 0 0 0 929,662 929,662
--------- ------- ---------- -------- ----------- ----------
Balance, December 31, 1995 ............................... 5,307,000 53,070 8,733,980 0 (2,807,609) 5,979,441
Issuance of stock commitment commitment for acquisition
for acquisition ..................................... 0 0 0 105,000 0 105,000
Other stock issuances .................................... 335,000 3,350 282,094 0 0 285,444
Other stock commitments .................................. 0 0 0 142,520 0 142,520
Net income ............................................... 0 0 0 0 1,723,567 1,723,567
--------- ------- ---------- -------- ----------- ----------
Balance, December 31, 1996 ............................... 5,642,000 $56,420 $9,016,074 $247,520 $(1,084,042) $8,235,972
========= ======= ========== ======== =========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-4
<PAGE>
GOLDEN EAGLE GROUP, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Years ended December 31, 1996, 1995 and 1994
<TABLE>
<CAPTION>
1996 1995 1994
----------- ----------- -----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income .............................................................. $ 1,723,567 $ 929,662 $ 301,216
Adjustments to reconcile net income to net cash provided by
(used in) operating activities:
Depreciation and amortization ...................................... 385,117 343,598 328,843
Amortization of cost in excess of net assets acquired .............. 124,273 107,861 77,914
Deferred income taxes .............................................. (520,995) 0 0
Loss (gain) on sale of equipment ................................... (1,552) 1,811 (6,654)
Other non-cash expenses ............................................ 17,520 0 0
Changes in operating assets and liabilities, net of
effects of acquisition:
Accounts receivable, net ...................................... (943,453) (683,536) (1,155,060)
Prepaid expenses .............................................. (109,606) 121,688 (52,698)
Accounts payable, trade ....................................... (224,613) 1,464,559 (85,459)
Accrued expenses .............................................. 422,184 (45,636) (394,855)
----------- ----------- -----------
Net cash provided by (used in) operating activities ........... 872,442 2,240,007 (986,753)
----------- ----------- -----------
Cash flows from investing activities:
Proceeds from sale of equipment ......................................... 12,716 1,200 43,650
Capital expenditures .................................................... (249,401) (314,236) (171,955)
Acquisition of business, net of cash acquired ........................... (28,739) (383,865) (275,678)
----------- ----------- -----------
Net cash used in investing activities ......................... (265,424) (696,901) (403,983)
----------- ----------- -----------
Cash flows from financing activities:
Cash overdraft .......................................................... (445,346) 445,346 (46,816)
Borrowings under line of credit ......................................... 1,550,000 3,050,000 1,550,000
Payments under notes payable and line of credit ......................... (1,977,489) (3,853,126) (1,200,000)
Borrowings under note payable, principal shareholder .................... 0 1,150,000 800,000
Payments under note payable, principal shareholder ...................... 0 (1,950,000) 0
Principal payments under capital lease obligations ...................... (40,117) (94,610) (129,509)
Common stock issuance ................................................... 427,964 0 425,000
Costs incurred in warrant exchange ...................................... (5,000) 0 0
----------- ----------- -----------
Net cash (used in) provided by financing activities ........... (489,988) (1,252,390) 1,398,675
----------- ----------- -----------
Net increase in cash ......................................................... 117,030 290,716 7,939
Cash, beginning of year ...................................................... 396,812 106,096 98,157
----------- ----------- -----------
Cash, end of year ............................................................ $ 513,842 $ 396,812 $ 106,096
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-5
<PAGE>
Golden Eagle Group, Inc. and its wholly-owned subsidiaries ("the Company") are
worldwide freight forwarders, logistics specialists and customs brokers handling
merchandise shipped to and from the United States.
1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
PRINCIPLES OF CONSOLIDATION
The accompanying consolidated financial statements include the Company and its
wholly-owned subsidiaries. All significant intercompany balances and
transactions have been eliminated.
MANAGEMENT ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure 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 results could differ from those estimates.
PROPERTY AND EQUIPMENT
Depreciation of property and equipment is provided over the estimated useful
lives of the respective assets, principally on the straight-line basis.
Expenditures for additions, major renewals and betterments are capitalized.
Expenditures for normal maintenance and repairs are charged to earnings as
incurred.
When properties are retired, or otherwise disposed of, the cost thereof and the
applicable accumulated depreciation are removed from the respective accounts and
any resulting gain or loss is reflected in earnings.
Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and Assets to be Disposed of" is applicable to
the Company in fiscal 1996. This statement requires that long-lived assets and
certain intangibles to be held and used by the Company be reviewed for
impairment. This pronouncement did not have a material impact on the financial
statements of the Company.
REVENUE RECOGNITION
The Company earns forwarding commissions and brokerage fees on ocean and air
shipments. Forwarding commissions are determined on a standard rate per
shipment, and brokerage fees are determined as a percent of the freight bills
charges by the common carriers.
F-6
<PAGE>
1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
CONTINUED:
AMORTIZATION
The cost in excess of net assets of businesses acquired at their respective
acquisition dates are amortized on a straight-line basis primarily over 20 to 40
years. The Company continually assesses the carrying value in order to determine
whether an impairment has occurred, taking into account both historical and
forecasted results of operations.
INCOME TAXES
The Company reflects income taxes based on the liability method of accounting
which requires the recognition of deferred tax assets and liabilities which are
determined based on the differences between the financial statement and tax
bases of assets and liabilities using enacted tax rates in effect for the year
in which the differences are expected to reverse.
PER SHARE DATA
Per share data is calculated based upon the weighted average number of shares of
common stock and dilutive stock options and warrants outstanding.
RECENT ACCOUNTING PRONOUNCEMENTS
In February 1997, Statement of Financial Accounting Standards ("SFAS") No. 128
"Earnings Per Share" was issued. SFAS No. 128 establishes new standards for
computing and presenting earnings per share ("EPS"). This statement replaces the
presentation of primary EPS and will require a dual presentation of basic and
diluted EPS. SFAS No. 128 is effective for financial statements issued for
periods ended after December 15, 1997 and requires restatement of all prior
period EPS data presented. The Company has not yet determined the impact, if
any, the adoption of SFAS No. 128 will have on the Company's financial
statements.
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the years ended December 31, 1996, 1995 and 1994 for interest
amounted to $102,527, $138,733 and $78,677, respectively. Supplemental schedule
of noncash investing and financing activities: 1996: The Company acquired
certain assets of Ryan Freight Services, Inc. Refer to Note 2. 1995: The Company
acquired World Trade Transport of Virginia, Inc. Refer to Note 2. Long-term debt
in the amount of $1,000,000 was incurred for the acquisition of World Trade
Transport of Virginia, Inc.
F-7
<PAGE>
1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
CONTINUED:
1994:
A reverse acquisition occurred with Daher America, Inc. Refer to Note 2.
Capital lease obligations in the amount of $83,080 were incurred when the
company entered into leases for operating equipment.
MAJOR CUSTOMERS
The Company had revenues from five customers that represented 28%, 23% and 21%
of total revenue for the years ended December 31, 1996, 1995 and 1994,
respectively.
2. BUSINESS COMBINATIONS:
Effective July 16, 1996, the Company consummated an agreement to purchase
certain assets of Ryan Freight Services, Inc. of Dallas, Texas in exchange for
30,000 shares of the Company's common stock. In conjunction with the asset
purchase agreement, the Company entered into a business acquisition agreement
with Mr. David Pulk and Mr. Ed Reedy, "Pulk/Reedy" whereby 120,000 shares of
common stock and 110,000 non-qualified share options to purchase common stock
are contingently issuable based on future of business generated by Pulk/Reedy.
The securities issued to Pulk/Reedy will be escrowed and released if certain
predetermined levels of business are generated by Pulk/Reedy through July 1997.
Accordingly, escrowed shares will be reflected for accounting purposes as
additional consideration for the acquisition if and when such shares are earned
and released from escrow.
For financial reporting purposes, the transaction was accounted for under the
purchase method. Goodwill, cost in excess of assets acquired, of $42,260 is
being amortized over a period of 20 years. Proforma results reflecting the
acquisition have not been presented as results would not be materially different
from those historically reported.
Effective July 31, 1995, the Company acquired all of the outstanding capital
stock of World Trade Transport of Virginia, Inc. ("WTT"), a privately held
full-service regional freight forwarder and customs broker. Pursuant to the
terms of the acquisition, the WTT stockholders conveyed their WTT stock to the
Company in exchange for the issuance of an aggregate of 800,000 shares of the
Company's common stock., $.01 par value, and payment of an aggregate of
$1,000,000 in cash to them.
The source of the cash consideration paid by the Company was originally a
$1,000,000 bridge loan from the Company's principal stockholder. This note was
subsequently repaid with long-term bank financing.
F-8
<PAGE>
2. BUSINESS COMBINATIONS, CONTINUED:
The purchase price of WTT by the Company of approximately $2,584,000 was
comprised of the 800,000 shares issued valued at $1,200,000, cash in the amount
of $1,000,000 and acquisition costs of $384,000. The purchase price was
allocated to the estimated fair value of assets acquired and liabilities assumed
of $1,770,000 and $959,000, respectively, and resulted in costs in excess of the
estimated fair value of net assets acquired of approximately $1,773,000, which
is being amortized over 40 years on a straight-line basis.
In March 1994, the Company acquired all of the outstanding capital stock of
Daher America, Inc. ("Daher"), a privately-held freight forwarder by merger of a
newly formed subsidiary of the Company into and with Daher in exchange for
issuance of 2,800,000 shares of the Company's common stock. As a result of this
transaction, Daher stockholders became the owners of approximately 67% of the
Company's then outstanding common stock and became entitled to place a majority
of its representatives on the Company's Board of Directors. Accordingly, the
acquisition was treated for financial reporting purposes as a reverse
acquisition whereby Daher recapitalized its common stock into 2,800,000, $.01
par value shares of common stock and acquired the Company by issuance of
1,400,000 shares of common stock representing the shares of Company stock
outstanding prior to the merger.
The purchase price of the Company by Daher of approximately $2,824,000 was
comprised of the 1,400,000 shares deemed to have been issued and acquisition
costs. The purchase price was allocated to the estimated fair value of assets
acquired and liabilities assumed of $1,921,000 and $1,491,000, respectively and
resulted in costs in excess of the estimated fair value of net assets acquired
of approximately $2,394,000, which is being amortized over 40 years on a
straight-line basis.
Unaudited proforma data giving effect to the WTT and Daher America acquisitions
as if they had been consummated as of the beginning of 1994 is presented below.
The proforma data has been prepared for comparative purposes only and does not
purport to be indicative of what would have occurred had the acquisitions been
made at that date or the results which may occur in the future.
(Dollars in thousands, except per share amounts)
1995 1994
------- -------
Sales ............................. $57,799 $52,496
Net income ........................ $ 1,062 $ 610
Net income per share .............. $ .20 $ .11
F-9
<PAGE>
3. PROPERTY AND EQUIPMENT:
Property and equipment consists of the following:
December 31,
----------------------------
1996 1995
----------- -----------
Equipment and furniture ...................... $ 2,748,089 $ 1,879,975
Equipment under capital leases ............... 186,089 182,387
Leasehold improvements ....................... 422,232 406,545
----------- -----------
3,356,410 2,468,907
Accumulated depreciation and amortization .... (2,500,723) (1,558,181)
----------- -----------
$ 855,687 $ 910,726
=========== ===========
Depreciation and amortization expense ........ $ 385,117 $ 343,598
=========== ===========
The original cost of fully depreciated assets still in service amounted to
$758,934 and $1,087,031 at December 31, 1996 and 1995, respectively.
4. DEBT:
1996 1995
---------- ----------
Note payable to bank, $100,000 payable quarterly
through June 1998. Interest payable monthly at
prime plus 1% ...................................... $ 600,000 $1,000,000
Other notes payable in monthly installments
through 1999; collateralized by equipment .......... 0 27,429
---------- ----------
600,000 1,027,489
Current portion .................................... 400,000 412,291
---------- ----------
Long-term portion .................................. $ 200,000 $ 615,198
========== ==========
During January 1997, the Company repaid the note payable to bank which was
scheduled to mature through June 1998. The Company also has a line of credit
available with maximum borrowings allowed up to $1,000,000 which bear interest
at prime plus 1% (9.25% at December 31, 1996). Aggregate amounts available under
the line of credit and the note payable are limited to 80% of the Company's
eligible accounts receivable. The line of credit is collateralized by
substantially all of the Company's assets and expires in July 1998. As of
December 31, 1996 and 1995, there were no outstanding borrowings under the line
of credit.
F-10
<PAGE>
5. COMMITMENTS:
The Company leases office equipment and office and warehouse space under capital
and operating leases that expire at various times through March 2000. Total rent
expense for all operating leases for the years ended December 31, 1996, 1995 and
1994 amounted to $1,244,374, $1,244,785 and $1,291,311, respectively.
Future minimum noncancelable payments, by year and in aggregate, related to the
capital and operating leases at December 31, 1996, are as follows:
Capital Operating
------- ----------
1997 ................................................ $48,710 $1,415,436
1998 ................................................ 29,907 864,430
1999 ................................................ 8,907 779,617
2000 ................................................ 0 160,421
2001 ................................................ 0 0
------- ----------
Total minimum lease payments ........................ 87,524 $3,219,904
==========
Amount representing interest and executory costs .... 8,484
-------
Present value of net minimum lease payments ......... 79,040
Less current portion ................................ 38,395
-------
Long-term portion ................................... $40,645
=======
During the fourth quarter, the Company recorded a charge of $160,581 related to
the termination of an employment contract with a former executive officer. Under
the agreement, the Company has reserved for monthly payments due to the former
executive officer of $11,000 through November 1997.
6. RELATED PARTY TRANSACTIONS:
Related party transactions and balances with the Company's principal shareholder
and other parties related through common ownership are as follows:
1996 1995 1994
---------- ---------- ----------
Note payable ...................... $ 0 $ 0 $ 800,000
Accounts receivable, trade ........ $ 407,907 $ 366,665 $ 208,528
Accounts payable, trade ........... $ 302,981 $ 295,635 $ 47,917
Accrued liabilities ............... $ 0 $ 0 $ 8,433
Revenues (1) ...................... $1,258,685 $1,368,657 $1,744,065
Expenditures (2) .................. $1,478,207 $ 957,857 $ 326,127
Interest expense .................. $ 0 $ 79,652 $ 8,433
(1) Freight forwarding revenues from related parties.
(2) Freight forwarding services provided by related parties.
F-11
<PAGE>
7. INCOME TAXES:
The components of the income tax benefit in 1996 are as follows:
Current:
Federal ...................................... $ 0
State ........................................ 90,278
---------
90,278
---------
Deferred:
Federal ...................................... 0
State ........................................ 0
Change in valuation allowance ................ (520,995)
---------
(520,995)
---------
Income tax benefit ........................... $(430,717)
==========
There is no provision for income tax for 1995 and 1994 due to the existence of
net operating loss carryforwards and a reduction in the valuation allowance. The
income tax benefit in 1996 relates to the change in the valuation allowance net
of the provision for state income taxes.
The significant components of the net deferred tax assets at December 31, 1996
and 1995 are as follows:
1996 1995
----------- -----------
Allowance for doubtful accounts .......... $ 203,000 $ 234,000
Plant and equipment ...................... $ (32,000) $ (41,000)
Net operating losses ..................... $ 1,193,000 $ 1,615,000
Tax credit carryforwards ................. $ 16,000 $ 37,000
----------- -----------
1,380,000 1,845,000
Valuation allowance ...................... (859,005) (1,845,000)
----------- -----------
Net deferred tax asset ................... $ 520,995 $ 0
=========== ===========
The liability method of accounting for deferred income taxes requires a
valuation allowance against deferred tax assets if, based on the weight of
available evidence, it is more likely than not that some or all of the deferred
tax assets will not be realized. The Company established a valuation allowance
against deferred tax assets of $859,005 and $1,845,000 at December 31, 1996 and
1995, respectively.
The Company has net operating loss carryforwards of approximately $3,300,000 and
$4,140,000 at December 31, 1996 and 1995, respectively, for federal income tax
purposes available to offset future taxable income, expiring, if not used,
periodically through the year 2008. A portion of the net operating loss
carryforwards are subject to an annual limitation of approximately $155,000 and
to the extent realized will be reflected as a reduction in costs in excess of
net assets acquired. During 1996 and 1995, the Company utilized approximately
$1,293,000 and $930,000, respectively, of net operating loss carryforwards.
F-12
<PAGE>
7. INCOME TAXES, CONTINUED:
The Company also has investment tax credit carryforwards of approximately
$37,000 to reduce future income taxes, expiring, if not used, periodically
through the year 2001. The Company previously accounted for investment tax
credits by the flow-through method.
8. STOCK OPTIONS AND WARRANTS:
The Company's 1992 Stock Option Plan (the "Stock Option Plan") and Directors
Stock Option Plans (the "Directors Plans") (collectively, the "Plans"), have
been designed to serve as an incentive for retaining qualified and competent
employees and directors.
The Company's Board of Directors, or a committee thereof, administers and
interprets the Stock Option Plan and is authorized to grant options thereunder
to all eligible employees of the Company, including officers and directors
(whether or not employees) of the Company. The Stock Option Plan provides for
granting of both "incentive stock options" (as defined in Section 422 of the
Internal Revenue Code) and nonstatutory stock options. Under the Stock Option
Plan, 150,000 shares were originally authorized to be issued in 1992 and were
increased to 400,000 shares in 1994.
Options can be granted under the Stock Option Plan on such terms and at such
prices as determined by the Board, or a committee thereof, except that the per
share exercise price of options will not be less than the fair market value of
the Common Stock on the date of grant, and, in the case of an incentive stock
option granted to a 10% stockholder, the per share exercise price will not be
less than 110% of such fair market value.
The aggregate fair market value of the shares covered by incentive stock options
granted under the Plans that become exercisable by a grantee for the first time
in any calendar year is subject to a $100,000 limit.
Only non-employee Directors are eligible to receive options under the Directors
Plans. Pursuant to the initial Directors Plan established in 1992, 50,000 shares
were authorized to be issued and were subsequently issued in 1993. In 1994, a
Directors Option Plan was established whereby 100,000 shares were authorized to
be issued for future grants, whereby non-employee directors are generally
granted 5,000 options annually. All matters relating to the Directors Plan are
administered by a committee of the Board of Directors consisting of two or more
employee Directors, including selection of participants, allotment of shares,
determination of price and other conditions of purchase.
Options granted under the Stock Option Plan will be exercisable after the period
or periods specified in the option agreement, and options granted under the
Directors Plans are exercisable six months after being granted. Options granted
under the Plans are not exercisable after the expiration of ten years from the
date of grant and are not transferable other than by will or by the laws of
descent and distribution. The Plans also authorize the Company to make loans to
optionees to enable them to exercise their options.
F-13
<PAGE>
8. STOCK OPTIONS AND WARRANTS, CONTINUED:
The following table reflects the option activity for the year ended December 31,
1996 and 1995:
<TABLE>
<CAPTION>
1996 1995 1994
------------- ------------- -------------
<S> <C> <C> <C>
Options outstanding at beginning of year ......... 465,000 366,450 137,200
Granted .......................................... 49,000 157,500 261,000
Exercised ........................................ (175,000) 0 0
Expired .......................................... 0 (58,950) (31,750)
Options outstanding at end of year ............... 339,000 465,000 366,450
------------- ------------- -------------
Options exercisable at end of year ............... 339,000 355,500 171,450
============= ============= =============
Price range of options outstanding at end of year $1.38 - $3.88 $1.38 - $3.75 $1.50 - $5.13
============= ============= =============
Options available for future grants at end of year 0 194,500 183,550
============= ============= =============
</TABLE>
At December 31, 1996, the weighted average exercise price of the outstanding
options is $2.21 and the weighted average remaining term is approximately six
years.
In addition, warrants to purchase 920,000 shares of the Company's common stock
at $3.25 per share are outstanding at December 31, 1996 which are exercisable
through November 1997.
In connection with a financing in 1992, warrants to purchase 87,500 shares of
common stock at $2.50 per share were issued of which 50,000 were exercised in
1996 and the remaining 37,500 shares expire in 1997.
SFAS No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123") was issued
during 1995 and is effective for the year ended December 31, 1996. This
pronouncement establishes financial accounting and reporting standards for
stock-based employee compensation plans. In encourages, but does not require,
companies to recognize compensation expense for grants of stock, stock options
and other equity instruments to employees based on new fair value accounting
rules. Companies that choose not to adopt the new fair value accounting rules
will be required to disclose proforma net income and earnings per share under
the new method. The Company has adopted the disclosure provisions of SFAS 123.
Had compensation costs for the Company's stock option plans been determined
based upon the fair value at the grant date for awards under these plans
consistent with the methodology prescribed under SFAS 123 for options granted in
1996 and 1995, the Company's net income and earnings per share for those years
would have been reduced by approximately $47,000 and $133,000, or $.01 and $.03
per share, respectively. The fair value of the options granted during 1995 and
1996 is estimated as $74,000 and $133,000, respectively on the dates of grant
using the Black-Scholes option-pricing model with the following assumptions:
volatility of 40%, expected dividends of 0, risk-free interest rates of 5.3% to
7.4%, and terms of 3 to 10 years.
F-14
<PAGE>
9. OTHER STOCK ISSUANCES:
In order to raise working capital, in March 1994, the Company sold an aggregate
of 212,500 shares of its common stock at $2.00 per share in a private offering
resulting in proceeds of $425,000. The Company used the proceeds from the
private placement for costs related to the business combination with Daher
America, Inc.
In connection with the private placement and the Daher America, Inc. business
combination described in Note 2, the Company issued 87,500 shares of its common
stock to a broker for services related to the transactions. In addition, 7,000
shares of common stock were issued to a former employee upon the change in
control resulting from the business combination.
Effective August 12, 1996, the Company agreed to issue 160,000 shares of Common
Stock and pay $5,000 in expenses in exchange for warrants to purchase common
stock and warrants to purchase common stock warrants issued to various
underwriters in connection with the Company's initial public offering in
November 1992.
10. FINANCIAL INSTRUMENTS:
CONCENTRATION OF CREDIT RISK
Financial instruments that potentially subject the Company to concentrations of
credit risk consist principally of cash and trade accounts receivable. At
December 31, 1996 and 1995, the Company had cash balances of $513,842 and
$360,791, respectively, with financial institutions, which is in excess of the
federally insured limit of $100,000. Concentrations of credit risk with respect
to trade receivables are limited due to the large number of customers comprising
the Company's customer base and their diverse industries and geographic areas.
The Company recorded bad debt expenses of $57,000, $131,000 and $90,000 during
1996, 1995 and 1994, respectively. Additionally, the Company has recoveries, net
of write offs of $93,000 in 1996 and write offs, net of recoveries, of $109,000
in 1995.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amounts of cash, cash equivalents, accounts receivable, accounts
payable and accrued liabilities approximate fair value because of the short
maturity of these items. The carrying amounts of long-term debt approximate fair
value because the interest rates on these instruments change with market
interest rates.
F-15
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
<PAGE>
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE SECTION 16(A) OF THE EXCHANGE ACT.
The information required by this item is incorporated by reference to the
Company's definitive Proxy Statement to be filed with the Securities and
Exchange Commission in connection with the Annual Stockholders' Meeting under
the captions "Election of Directors" and "Section16(a) Information".
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated by reference to the
Company's definitive Proxy Statement to be filed with the Securities and
Exchange Commission in connection with the Annual Stockholders' Meeting under
the captions "Compensation of Executive Officers", "Employment Agreements" and
"Options Granted to Executive Officers."
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is incorporated by reference to the
Company's definitive Proxy Statement to be filed with the Securities and
Exchange Commission in connection with the Annual Stockholders' Meeting under
the caption "Ownership of Management and Principal Stockholders."
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is incorporated by reference to the
Company's definitive Proxy Statement to be filed with the Securities and
Exchange Commission in connection with the Annual Stockholders' Meeting under
the caption "Certain Transactions with the Company."
<PAGE>
ITEM 14. EXHIBITS, LIST AND REPORTS ON FORM 8-K.
(A) FINANCIAL SCHEDULES:
None
(B) EXHIBITS:
EXHIBIT DESCRIPTION
3(a) Certificate of Incorporation(l)
(b) By-laws(l)
4(a) Form of certificate evidencing shares of Common Stock(l)
(b) Revised form of Warrant Agency Agreement between the
Company and Continental Stock Transfer & Trust Company,
with form of Common Stock Purchase Warrant attached(l)
(c) Form of Underwriter's Non-Redeemable Warrant Purchase
Agreement(l)
(d) Form of Underwriter's Common Stock Purchase Warrant(l)
10(a) Lease Agreement between the Company and Grand Central
Corporation(l)
(b) Credit Agreement between Registrant and Texas Commerce
Bank National Association dated December 1, 1995(9)
(e) Stock Acquisition Agreement between the Company and
William G. Goldfarb, Carlos A. Macaluso and Gary M.
Goldfarb(l)
(f) Form of Employment Agreement between the Company and
Carlos A. Macaluso(l)(2)
(g) Form of Employment Agreement between the Company and
Gary M. Goldfarb(l)(2)
(h) Form of Consulting Agreement between the Company and
William G. Goldfarb(l)(2)
(i) Amended 1992 Stock Option Plan(2)(3)
(k) Form of Escrow Agreement among the Company, William G.
Goldfarb, Carlos A. Macaluso, Gary M. Goldfarb and
Continental Stock Transfer & Trust Company(l)
<PAGE>
EXHIBIT DESCRIPTION
(w) Agreement and Plan of Merger by and among the Company,
GAC Acquisition Corp., DAHER America and the
stockholders of DAHER America(4)
(x) Stockholders Agreement by and among the Company, the
stockholders of DAHER America and the GEG
Stockholders(5)
(y) Lease dated January 1, 1993 between Tejas Properties and
DAHER America(6)
(z) Employment Agreement between the Company and Patrick H.
Weston(2)(6)
(aa) Amendment to Employment Agreement between the Company
and Gary M. Goldfarb(2)(6)
(bb) Amendment to Employment Agreement between the Company
and Carlos A. Macaluso(2)(6)
(dd) 1994 Directors Stock Option Plan(2)(3)
(ee) Agreement and Plan of Merger by and among the Company,
WTT Acquisition Corp. and the stockholders of World
Trade Transport of Virginia, Inc.(8)
(ff) Employment Agreement between the Company, WTT
Acquisition Corp. and Henri R. Youngblood(7)
(gg) Employment Agreement between the Company, WTT
Acquisition Corp. and Jack P. Moore(7)
(hh) Employment Agreement between the Company, WTT
Acquisition Corp. and Michael C. Moore(7)
(ii) First Amendment to Credit Agreement between Registrant
and Texas Commerce Bank dated May 2, 1996
(jj) Business Acquisition Agreement dated July 16, 1996
between Registrant and Mr. David Pulk and Mr. Ed Reedy
("Pulk/Reedy")
(kk) Amendment to Stockholders' Agreement for Golden Eagle
Group, Inc. dated December 12, 1996 between Registrant,
Compagnie Daher, Patrick Weston, Gary Goldfarb, William
Goldfarb and Carlos Macaluso.
(ll) Consulting Agreement dated December 12, 1996 between
Registrant and Gary M. Goldfarb
22 Subsidiaries of the Company
- -------------------------
<PAGE>
(1) Incorporated by reference to the exhibit of the same number filed with the
Company's Registration Statement on Form S-18 (No. 33-49878-A)
(2) Management contract or compensation plan.
(3) Incorporated by reference to the exhibits to the Proxy Statement relating
to the Company's Annual Meeting of Stockholders held on November 11, 1994.
(4) Incorporated by reference to Exhibit I to the Company's Current Report on
Form 8-K for an Event occurring on March 9, 1994.
(5) Incorporated by reference to Exhibit 2 to the Company's Report on Form 8-K
for an Event occurring on March 9, 1994.
(9) Incorporated by reference to the exhibit of the same number filed with the
Company's Annual Report on Form 10-KSB for the year ended December 31,
1993.
(7) Incorporated by reference to Exhibit B to the Company's Current Report on
Form 8-K for an Event occurring on July 31, 1995.
(8) Incorporated by reference to Exhibit 1 to the Company's Current Report on
Form 8-K for an Event occurring on July 31, 1995.
(9) Incorporated by reference to the exhibit of the same number filed with the
Company's Annual Report on Form 10-KSB for the year ended December 31,
1995.
(b) REPORTS ON FORM 8-K:
None.
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Company has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
GOLDEN EAGLE GROUP, INC.
DATE: March 25, 1997 By:/s/ Patrick H. Weston
Patrick H. Weston, President and Chief
Executive Officer
In accordance with the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Company and in the
capacities and on the dates indicated:
DATE: March 25, 1997 /s/ Patrick M. Daher
Patrick M. Daher, Chairman of the Board
and Director
DATE: March 25, 1997 /s/ Patrick H. Weston
Patrick H. Weston, President, Chief
Executive Officer and Director (Principal
Executive Officer)
DATE: March 25, 1997 /s/ Carlos A. Macaluso
Carlos A. Macaluso. Executive Vice
President Sales and Marketing and Director
DATE: March 25, 1997 /s/ Donald A. Nodorft
Donald A. Nodorft. Vice President-Finance
and Chief Financial Officer (Principal
Financial and Accounting Officer)
DATE: March 25, 1997 /s/ William G. Goldfarb
William G. Goldfarb, Director
DATE: March 27, 1997 /s/ Keith Bates, Director
Keith Bates, Director
DATE: March 26, 1997 /s/ John F. Darden, Director
John F. Darden, Director
(3) EXHIBIT (II) - FIRST AMENDMENT TO CREDIT AGREEMENT
FIRST AMENDMENT TO CREDIT AGREEMENT
(BORROWING BASE)
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (Borrowing Base) (this
"Amendment") dated effective as of May 2, 1996 (the "Effective Date"), is by and
among DAHER America, Inc. d/b/a DAHER GOLDEN EAGLE, WORLD TRADE TRANSPORT OF
VIRGINIA, INC. and WTT CUSTOMS HOUSE BROKERAGE, INC. (each a "Borrower" and
hereinafter collectively the "Borrowers"), and TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, a national banking association whose principal office is located in
Houston, Texas (the "Bank").
PRELIMINARY STATEMENT
The Bank and the Borrowers have entered into a Credit Agreement (Borrowing
Base) dated as of December 1, 1995 (the "Credit Agreement"). The "Agreement", as
used in the Credit Agreement, shall also refer to the Credit Agreement as
amended by this Amendment. All capitalized terms defined in the Credit Agreement
and not otherwise defined herein shall have the same meanings herein as in the
Credit Agreement. The Bank and the Borrowers have agreed to amend the Credit
Agreement to the extent set forth herein, and in order to, among other things,
renew, modify and extend the Commitment.
NOW THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the parties hereto, the Bank and the Borrowers hereby agree as
follows:
SECTION 1. REVOLVING CREDIT NOTE Section 1.1.A of the Credit Agreement is
amended by substituting the following for the Section 1.1.A of the Credit
Agreement:
"Subject to the terms and conditions hereof, Bank agrees to make loans
("Revolving Loan" or "Revolving Loans") to any Borrower from time to time
before the Termination Date, not to exceed at any one time outstanding the
lesser of the Borrowing base or $1,000,000.00 (the "Commitment"). Each
Borrower has the right to borrow, repay and reborrow. Each Revolving Loan
must be at least $50,000.00 or the principal balance of the Revolving
Note, whichever is less. The Revolving Loans may only be used for
financing Borrowers" accounts receivable. Chapter 15 of the Texas Credit
Code will not apply to this Agreement, the Revolving Note or any Revolving
Loan. The Revolving Loans will be evidenced by, and will bear interest and
be payable as provided in, the promissory note of Borrowers dated the
Effective Date (together with any and all renewals, extensions,
modifications and replacements thereof and substitutions therefore, the
"REVOLVING NOTE") which is given in renewal, modification and extension of
that certain promissory note dated December 1, 1995 in the original
principal amount of $1,000,000.00 (including all prior notes of which said
note represents a renewal, extension, modification, increase,
substitution, rearrangement or replacement thereof, the "Renewed Note").
The parties hereto agree that there is as of the Effective Date an
outstanding principal balance of $0.00 under the Renewed Note and
$56,000.00 outstanding in Letters of Credit leaving a balance as of the
Effective Date of
<PAGE>
$944,000.00 under the Commitment available for Revolving Loans subject to
the terms and conditions of this Agreement. The "Revolving Note" as used
in the Credit Agreement shall also refer to the "Revolving Note" as used
in this Amendment. "Termination Date" means the earlier of: (a) May 2,
1997; or (b) the date specified by Bank pursuant to "SECTION 6.1" hereof.
SECTION 2. The Credit Agreement is amended by adding a new Section 1.6 to
read as follows:
"CONFIRMATION OF SECURITY INTERESTS SECTION 1.6. Each Borrower confirms
and ratifies each of the liens, security interests and other interests
granted in each and all security agreements executed in connection with,
related to, or securing the Renewed Note as extending to and securing the
Loans and the Note including but not limited to each of those interests
and liens described in the following listed Security Agreements. Each
Borrower further agrees and acknowledges that the terms "secured
indebtedness" and "indebtedness secured hereby" as used in any security
agreement including any supplemental security agreements executed in
connection with or related to, or securing the Renewed Note, or any other
indebtedness of Borrower to Bank, including but not limited to the
following security agreements executed by Borrower and delivered to Bank:
Security Agreement - Accounts and General Intangibles executed as of
December 1, 1995; including any Supplemental Security Agreements
supplementing any of the foregoing, and any other security agreements
previously executed by Borrower and delivered to Bank and not released by
Bank and all security agreements executed as of the Effective Date (each
and all "Security Agreements") include, but are not limited to , each and
all indebtedness of all character and kind related to or evidenced by the
Renewed Note, the Pending Note, the Term Note and related to the Loan
Documents. The Notes are further secured by each of the Continuing
Guaranties executed as of December 1, 1995 by each of Golden Eagle Group,
Inc.; Golden Eagle International Forwarding, Inc.; Golden Eagle Customs
Brokers, Inc.; Bridgeport Shipping Lines, Inc.; Dacom Line, Inc. and
delivered to Bank."
SECTION 3. EXHIBIT A of the Credit Agreement is hereby amended by
replacing prior EXHIBIT A with the EXHIBIT A attached hereto and hereby
incorporated into this Amendment and the Credit Agreement for all purposes.
SECTION 4. EXHIBIT C of the Credit Agreement is hereby amended by
replacing prior EXHIBIT C with the EXHIBIT C attached hereto and hereby
incorporated into this Amendment and the Credit Agreement for all purposes.
SECTION 5. ANNEX I of the Credit Agreement is hereby amended by replacing
prior ANNEX I with the ANNEX I attached hereto and hereby incorporated into this
Amendment and the Credit Agreement for all purposes.
SECTION 6. The Borrowers hereby represent and warrant to the Bank that
after giving effect to the execution and delivery of this Amendment: (a) the
representations and warranties set forth in the Credit Agreement are true and
correct on the date hereof as though made on and as of such date; and (b) no
Event of Default, or event which with passage of time, the giving of notice or
both would become an Event of Default, has occurred and is continuing as of the
date hereof.
<PAGE>
SECTION 7. This Amendment shall become effective as of the Effective Date
upon its execution and delivery by each of the parties named in the signature
lines below, and the "Agreement" as used in the Credit Agreement shall also
refer to the Credit Agreement as amended by this Amendment.
SECTION 8. The Borrowers further acknowledge that each of the other Loan
Documents is in all other respects ratified and confirmed, and all of the
rights, powers and privileges created thereby or thereunder are ratified,
extended, carried forward and remain in full force and effect except as the
Credit Agreement is amended by this Amendment.
SECTION 9. This Amendment may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which when so
executed shall be deemed an original and all of which taken together shall
constitute but one and the same agreement.
SECTION 10. This Amendment shall be included within the definition of
"Loan Documents" as used in the Agreement.
SECTION 11. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND AS APPLICABLE, THE LAWS OF
THE UNITED STATES OF AMERICA.
THIS WRITTEN AMENDMENT AND THE OTHER LOAN DOCUMENTS CONSTITUTE A "LOAN
AGREEMENT" AS DEFINED IN SECTION 26.02 (A) OF THE TEXAS BUSINESS & COMMERCE
CODE, AND REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed effective as of the Effective Date.
BORROWERS: DAHER AMERICA, INC.d/b/a DAHER GOLDEN EAGLE
BY: /s/ Patrick Weston
WORLD TRADE TRANSPORT OF VIRGINIA, INC.
BY: /s/ Patrick Weston
WTT CUSTOMS HOUSE BROKERAGE, INC.
BY: /s/ Patrick Weston
BANK: TEXAS COMMERCE BANK NATIONAL ASSOCIATION
BY: /s/ Elizabeth Burger
EXHIBIT (JJ) - PULK/REEDY ACQUISITION AGREEMENT
BUSINESS ACQUISITION AGREEMENT
This Business Acquisition Agreement (the "Agreement") is made and entered
into by and among David Pulk, individually and Ed Reedy, individually,
(individually referred to as "Pulk" and "Reedy" or collectively as
"Pulk/Reedy"), Golden Eagle Group Inc. ("GEGI"), a Delaware corporation and
DAHER America, Inc. d/b/a DAHER Golden Eagle ("DGE"), a Delaware corporation.
The Agreement shall be effective as of July 16, 1996 ("Effective Date").
WHEREAS, GEGI is in the business of freight forwarding and desires to
increase profits and return on investment for the benefit of the corporation and
its stockholders;
WHEREAS, Pulk/Reedy control freight forwarding and related business and
desire to maximize the value of this business, and individually wish to be
employed by DGE upon the terms and conditions hereinafter set forth;
WHEREAS, DGE desires to employ Pulk and Reedy upon the terms and
conditions hereinafter set forth;
WHEREAS, Pulk and Reedy represent that they will split the share and
option benefits granted hereunder on a fifty/fifty basis as to each other;
NOW, THEREFORE, in consideration of these premises and the conditions and
agreements herein contained, intending to be legally bound hereby, the parties
agree as follows:
ARTICLE I
TRANSFER AND PURCHASE
1.1 AGREEMENT TO TRANSFER BUSINESS. Pulk/Ready agree to transfer to GEGI
all business under their current and future control, including but not limited
to those customers listed in Schedule 1.1 attached hereto (the "Pulk/Reedy
Customers"). Said customer list shall be updated from time to time after the
execution of this Agreement as new Pulk/Reedy customers are brought to GEGI.
1.2 EFFECTIVE DATE. The parties agree that transactions to be contemplated
hereby shall be consummated as of the Effective Date.
1.3 AGREEMENT TO PROVIDE SHARE OPTIONS AND COMMON STOCK. GEGI agrees to
deliver to Pulk and Reedy 110,000 non-qualified share options to purchase GEGI
common stock (the "Non-Qualified Share Options") to be earned and transferred in
accordance with Section 1.3.1 below, and 120,000 shares of GEGI common stock
(the "Common Stock") to be earned and transferred in accordance with Section
1.3.2 below.
1.3.1 NON-QUALIFIED SHARE OPTIONS. The Non-Qualified Share Options
will be the closing price of GEGI common stock on July 16, 1996 which was
$3.50.
1.3.1.1 RELEASE SCHEDULE FOR ESCROW OPTIONS. The Non-Qualified
Share Options will be released to Pulk and Reedy according to the
following terms:
(a) Pulk/Reedy shall have achieved for GEGI by fiscal
year-end 1996 a total of $250,000.00 annualized net pre-tax
profit from Pulk/Reedy Customers. Upon
<PAGE>
achievement of these results, 50% of the Non-Qualified Share
Options will be released to Pulk/Reedy.
(b) Pulk/Reedy shall have achieved for GEGI by the
one-year anniversary of the execution of this Agreement a
total of $500,000.00 annualized net pre-tax profit from
Pulk/Reedy Customers. Upon achievement of these results, the
balance of the Non-Qualified Share Options not issued under
1.3.1.2(a) will be released to Pulk/Reedy.
(c) Should the results required in 1.3.1.2(a) and (b)
above not be achieved, Pulk/Reedy will receive a prorata
amount of Non-Qualified Shares based on the actual net pre-tax
profits from Pulk/Reedy in proportion to the above stated
requirements.
(d) If, after Closing, control of more than 50% of
outstanding GEGI stock shall become vested in a party not a
record owner of GEGI stock at the Closing Date or there shall
be a change in the current President/CEO ("Change of
Control"), thereby materially affecting the ability for
Pulk/Reedy to achieve the requirements outlined in 1.3.1.1(a)
and 1.3.1.1(b), the rights to the Escrow Options and Shares
shall be vested in Pulk/Reedy as follows:
(1) If the Change of Control takes place within
three (3) months after the Effective Date then 25% of
the Escrow Options and Shares shall vest.
(2) If the Change of Control takes place after
three (3) months but before six (6) months after the
Effective Date then 50% of the Escrow Options and Shares
shall vest.
(3) If the Change of Control takes place after six
(6) months but before nine (9) months after the
Effective Date then 75% of the Escrow Options and Shares
shall vest.
(4) If the Change of Control takes place after
nine (9) months but before one (1) year after the
Effective Date, then 100% of the Escrow Options and
Shares shall vest.
1.3.2 COMMON STOCK. The shares of Common Stock shall be issued to
Pulk and Reedy as of the Effecive Date and held in escrow according to the
Escrow Agreement signed contemporaneously with this Agreement.
1.3.2.1 RELEASE SCHEDULE FOR SHARES OF COMMON STOCK. The
Common Stock will be released from escrow to Pulk and Reedy
according to the following terms:
(a) Pulk/Reedy shall have achieved for GEGI by fiscal
year-end 1996 a total of $250,000 annualized net pre-tax
profit from Pulk/Reedy Customers. Upon achievement of these
results, 50% of the Common Stock will be released from escrow
to Pulk/Reedy.
(b) Pulk/Reedy shall have achieved for GEGI by the
one-year anniversary of the execution of this Agreement a
total of $500,000.00 annualized net pre-tax profit from
Pulk/Reedy Customers. Upon achievement of these results, the
balance of the Common Stock not issued under 1.3.2.1(a) will
be released from escrow to Pulk/Reedy.
(c) Should the results required in 1.3.2.1(a) and
1.3.2.1(b) not be achieved, Pulk/Reedy will achieve a pro-rata
amount of shares based on the actual net pre-tax profits from
Pulk/Reedy in proportion to the above stated requirements.
(d) The terms of 1.3.1.2(d) above regarding Change of
Control shall also apply to the release of the escrowed
shares, as outlined above.
1.3.2.2 The Common Stock may not be assigned, pledged or
hypothecated in any manner, except by will or the laws of descent
and distribution, without the prior
<PAGE>
written consent of Grantor, such consent not to be unreasonably
withheld; provided, however, that the Common Stock shall not be
otherwise assignable by operation of law, and shall not be subject
to execution, attachment or similar processes. If Pulk or Reedy
should die while employed by DAHER Golden Eagle ("DGE"), its
affiliates, subsidiaries or successors, a portion of the Common
Stock will be released to his estate from the escrow account
depending upon his length of service. If he has been with the
company up to three (3) months, then twenty-five (25%) percent will
be released; if six (6) months, then fifty (50%); if nine (9)
months, then seventy-five (75%) percent; and any time employed after
nine (9) months, then one hundred (100%) percent of the escrowed
Common Stock would be released. Any other attempt at assignment,
transfer, pledge, hypothecation or other disposition of the Common
Stock contrary to the provisions hereof, and the levy of any
execution, attachment or similar process upon the Common Stock shall
be null and void.
<PAGE>
1.4 EMPLOYEES
(a) DGE shall extend offers of employment, upon terms acceptable to DGE in
its discretion, to certain of new employees formerly associated with Pulk/Reedy.
The determination of which employees will be offered employment shall be at the
sole discretion of the President and CEO of DGE.
(b) It is expressly understood and agreed that DGE's agreement to extend
offers of employment to the individuals referred to in Section 1.3(a) shall not
constitute any contract, commitment or understanding (express or implied) on the
part of DGE to establish or to continue any employment relationship with any of
such individuals for any fixed term or duration or on any specific terms or
conditions (including salary and benefits) other than those which DGE in its
sole discretion, may establish, and any such employment by any of such
individuals with the DGE after the Closing shall be "at will" and may be
terminated by the DGE at any time.
ARTICLE II
EMPLOYMENT
2.1 TITLES AND COMPENSATION. Pulk and Reedy will become employees of DGE
and, in addition to such other consideration referred to herein, will be paid a
salary of $125,000.00 per year with a $750.00 per month car allowance. Pulk and
Reedy will be reimbursed for all reasonable expenses associated with their
employment for DGE. Pulk will be titled Senior Vice President - Sales and
Marketing; Reedy will be titled Senior Vice President - Operations.
2.2 AGREEMENT TO PROVIDE INCENTIVE COMPENSATION.
(a) In addition to any other compensation outlined herein, so long as
Pulk/Reedy are employed by GEGI, GEGI will pay Pulk/Reedy, (on a 50%/50% basis)
a bonus (the "Bonus"), if warranted and subject to Section 2.2(b) on each fiscal
year of 1997-2000, based on the following equations:
(i) 12.5% X A = B
(ii) B/3 = C
(iii) B X 2/3 = D
(iv) D/E = F
Where:
A= With respect to the 1997 Bonus, the net, pre-tax profit for GEGI's
fiscal year 1996 produced from Pulk/Reedy Customers in excess of
$250,000.
With respect to the 1998 Bonus, Calculated Profit of GEGI for GEGI's
fiscal year 1997 in excess of $2,250,000. "Calculated Profit" means
the net, pre-tax profit of GEGI less all net, pretax profit
generated by GEGI allocated to companies, businesses, or assets
purchased after the Closing.
With respect to the 1999 bonus, Calculated Profit of GEGI for GEGI's
fiscal year 1998 in excess of $2,500,000.
<PAGE>
With respect to the 2000 bonus, Calculated Profit of GEGI for GEGI's
fiscal year 1999 in excess of $2,750,000.
E= the market price of the GEGI stock on NASDAQ the day before the date
of determination.
(b)
(i) The Bonus, if any, as contemplated above will be paid on each fiscal
year of 1997-2000. The Bonus will be constituted of: (A) the number of U.S.
Dollars equal to "C" as derived in Section 2.2(a) and (B) the number of Stock
Options equal to "F" as derived in Section 2.2(a), each such option having an
exercise price equal to "E" as derived in Section 2.2(a).
(ii) Notwithstanding Section 2.2(b)(i), GEGI, in its sole discretion, may
pay the bonus all in Stock Options or in cash, in accordance with the formulas
in Section 2.2(a).
(c) All net, pre-tax profit calculations outlined in 2.2(a) and (b) above
shall be exclusive of those generated by any acquisitions by GEGI taking place
after the Effective Date. Such calculations will also be exclusive of any
adjustment for goodwill and/or net operating losses.
(d) If Pulk/Reedy are still employed by the Company, for fiscal year 2000
and beyond, they will be entitled to participate in executive compensation
incentive plans commensurate with similarly situated executives in GEGI.
2.3 NO EMPLOYMENT TERM. Pulk and Reedy will have no employment term and
are hired as employees terminable "at will." Should Pulk and Reedy resign
voluntarily or be terminated for any reason, the Company's sole obligation shall
be to pay them for compensation and other incentives earned through the date of
termination or resignation
2.4 RELOCATION. As a condition of employment, Reedy will relocate to
Houston by a date to be mutually agreed upon. Reedy will be reimbursed by GEGI
for his reasonable expenses of relocating to Houston. Pulk will be assigned to
the Dallas-Fort Worth office of DGE, and, therefore will not relocate.
2.5 EMPLOYEE BENEFITS. Pulk and Reedy shall be entitled to participate in
all employee benefit plans from time to time made available to the employees of
DGE and other such fringe benefits as are provided to the other senior
management of DGE.
2.6 VACATION. Pulk and Reedy shall be entitled to three (3) weeks of
vacation annually, during which time their compensation will be paid in full.
Unused vacation time will not accrue from year-to-year.
ARTICLE III
CLOSING; ITEMS TO BE DELIVERED
3.1 Items to Be Delivered by the Parties. Upon execution of this Agreement
and subject to the terms and conditions herein contained:
(a) GEGI will deliver to Pulk/Reedy the following:
<PAGE>
(1) Escrow Agreement - Contemporaneously with the execution of
this Agreement, the parties hereto will execute the Escrow Agreement
governing the specific terms under which the items delivered to
escrow herein will be administered.
(2) Option Agreements - Contemporaneously with the execution
of this Agreement, the parties hereto will execute the Option
Agreements governing the specific terms under which the
Non-Qualified Stock Options herein will be administered.
(b) Pulk/Reedy will deliver to GEGI the following:
(i) Escrow Agreement - to be executed at Closing as
contemplated under 3.1(a)(1) above.
ARTICLE IV
REPRESENTATION AND WARRANTIES
4.1 REPRESENTATIONS AND WARRANTIES OF PULK/REEDY - Pulk and Reedy severally
represent and warrant to GEGI as follows:
4.1.1 AUTHORIZATION; ENFORCEABLE OBLIGATIONS
Pulk and Reedy have the authority and legal right to execute, deliver and
perform this Agreement. This Agreement constitutes, legal, valid and binding
obligations of the Pulk and Reedy enforceable against the Pulk and Reedy in
accordance with their respective terms, except as may be limited by bankruptcy,
insolvency and other similar laws affecting creditors' rights generally and by
general equity principles.
4.1.2 LITIGATION
To the best of their knowledge there is no litigation, arbitration,
investigation or other proceeding in or before any court, arbitrator or
governmental or regulatory official, body or authority pending or threatened
against Pulk or Reedy or any of the business or transactions contemplated by
this Agreement, nor do Pulk and Reedy know or have reasonable grounds to know of
any basis for any such litigation, arbitration, investigation or proceeding.
Pulk and Reedy are not a party to or subject to the provisions of any judgment,
order, writ, injunction, decree or award of any court, arbitrator or
governmental or regulatory official, body or authority which would affect the
transactions contemplated hereby.
4.1.3 COMPLIANCE WITH LAW
To the best of their knowledge, Pulk and Reedy have complied with each,
and AREis not in violation of, any law, rule or regulation to which they or
their business, operations, assets or properties is subject and have not failed
to obtain or to adhere to the requirements of any license, permit or
authorization necessary to conduct its business, which noncompliance, violation
or failure to obtain or adhere might adversely affect their business,
operations, prospects or condition (financial or otherwise).
4.2 REPRESENTATIONS AND WARRANTIES OF GEGI AND DGE - GEGI and DGE hereby
represent and warrant to Pulk/Reedy as follows:
4.2.1 CORPORATE EXISTENCE
GEGI and DGE are each corporations duly organized, validly existing and in
good standing under the laws of the State of Delaware.
4.2.2 CORPORATE POWER AND AUTHORIZATION
Both GEGI and DGE have the corporate power, authority and legal right to
execute, deliver and perform this Agreement. The execution, delivery and
performance of this Agreement has been duly authorized by all necessary
corporate action. This Agreement has been duly executed and delivered by GEGI
and DGE and constitutes the legal, valid and binding obligation of the
respective corporations enforceable against it in accordance with its terms,
except as may be limited by bankruptcy, insolvency and other similar laws
affecting creditors' rights generally and by general equity principles.
4.2.3 VALIDITY OF CONTEMPLATED TRANSACTIONS, ETC.
The execution, delivery and performance of this Agreement does not
contravene or violate (a) any existing law, rule or regulation to which GEGI or
DGE is subject, (b) any judgment, order, writ, injunction, decree or award of
any court, arbitrator or governmental or regulatory official, body or authority
which is applicable to GEGI or DGE, or (c) the charter documents or By-Laws of
the respective corporations or any securities issued by it; nor will such
execution, delivery or performance violate, be in conflict with or result in the
breach (with or without the giving of notice or lapse of time, or both) of any
term, condition or provision of, or require the consent of any other
<PAGE>
party to, any mortgage, indenture, agreement, contract, commitment, lease or
plan or other instrument, document or understanding, oral or written, to which
GEGI or DGE is a party or by which either is otherwise bound. No authorization,
approval or consent of, and no registration or filing with, any governmental or
regulatory official, body or authority is required in connection with the
execution, delivery and performance of this Agreement by GEGI or DGE.
4.3 SURVIVAL OF REPRESENTATIONS AND WARRANTIES
All representations, warranties, covenants and agreements made by the
parties in this Agreement or in any certificate, schedule, statement, document
or instrument furnished hereunder or in connection with negotiations, execution
and performance of this Agreement shall survive the Closing for a period of two
(2) years. Notwithstanding any investigation or audit conducted before or after
the Closing Date or the decision of any party to complete the Closing, each
party shall be entitled to rely upon the representations, warranties, covenants
and agreements set forth herein and therein.
ARTICLE V
CONDITIONS PRECEDENT TO THE CLOSING
5.1 CONDITIONS PRECEDENT TO GEGI AND DGE'S OBLIGATIONS. All obligations of GEGI
and DGE under this Agreement are subject to the fulfillment or satisfaction,
prior to or at the Effective Date, of each of the following conditions
precedent:
5.1.1 PERFORMANCE BY PULK/REEDY. Pulk/Reedy shall have performed and complied
with all agreements and conditions required by this Agreement to be performed or
complied with by him prior to or at the Effective Date.
5.1.2 APPROVAL OF COUNSEL. All actions, proceedings, resolutions, instruments
and documents required to carry out this Agreement or incidental hereto and all
other related legal matters shall have been approved on the Effective Date Date
by counsel for GEGI and DGE, in the exercise of their reasonable judgment.
5.2 CONDITIONS PRECEDENT TO THE PULK/REEDY'S OBLIGATIONS. All obligations of
Pulk/Reedy under this Agreement are subject to the fulfillment or satisfaction,
prior to or at the Effective Date of, each of the following conditions
precedent:
5.2.1. PERFORMANCE BY THE GEGI AND DGE. GEGI and DGE shall have performed and
complied with all agreements and conditions required by this Agreement to be
performed or complied with by it prior to or at the Effective Date.
5.2.2 APPROVAL OF COUNSEL; CORPORATE MATTERS. All actions, proceedings,
resolutions, instruments and documents required to carry out this Agreement or
incidental hereto and all other related legal matters shall have been approved
on the Effective Date, counsel for Pulk/Reedy, in the exercise of their
reasonable judgment.
ARTICLE VI
INDEMNIFICATION
6.1 PULK/REEDY'S GENERAL INDEMNIFICATION OBLIGATION. From and after the
Effective Date, Pulk/Reedy shall reimburse, indemnify and hold harmless GEGI and
DGE, its shareholders, directors, officers, successors and assigns from and
against any and all liability arising out of their capacity as an employee of
any company Pulk/Reedy has been associated with prior to coming to work for DGE.
<PAGE>
6.2 OTHER RIGHTS AND REMEDIES NOT AFFECTED. The indemnification rights of the
parties under this Article VI are independent of and in addition to such rights
and remedies as the parties may have at law or in equity or otherwise for any
misrepresentation, breach of warranty or failure to fulfill any agreement or
covenant hereunder on the part of the other party, including without limitation
the right so seek specific performance, rescission or restitution, none of which
rights or remedies shall be affected or diminished hereby.
ARTICLE VII
MISCELLANEOUS
7.1 EXTENT OF SERVICE CONFLICT. Pulk and Reedy agree to use their best efforts
to carry out his duties and responsibilities under this Agreement and to devote
their necessary time, energy and attention thereto during normal working hours
and such overtime as is necessary to carry out the Company's instructions. Pulk
and Reedy agree not to work either on a part time or independent contracting
basis for any other business or enterprise operating in the same or similar
business as the Company during their employment term without first obtaining the
prior written consent of the President and CEO of DGE. The parties recognize
Pulk's ownership interest in Amertranz Worldwide B.V., a Belgian company.
7.2 CONFIDENTIALITY. During the term of this Agreement, Pulk/Reedy may receive
confidential information of a technical or commercial nature relative to
Company's products, services, technology and business operations; Pulk/Reedy
shall hold any and all such information in trust and shall not use said
information for any reason other than as provided for by this Agreement for the
sole and exclusive benefit of the Company. Pulk/Reedy shall not divulge any such
information to a third-party without the prior written consent of the Company.
It is expressly agreed that these provisions shall survive the termination of
the Agreement.
7.3 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REFERENCE TO
THE PRINCIPLES OF CONFLICTS OF LAW APPLICABLE IN THAT OR ANY OTHER JURISDICTION.
7.4 ARBITRATION. The parties agree that any and all disputes arising under or
related to this Agreement shall be referred to the American Arbitration
Association for resolution according to its commercial rules of arbitration.
Venue for such arbitration shall be Houston, Texas.
7.5 NO BENEFIT TO OTHERS. The representations, warranties, covenants and
agreements contained in this Agreement are for the sole benefit of the parties
hereto and, their successors and assigns, and they shall not be construed as
conferring any rights on any other person.
7.6 EXPENSES. The parties hereto shall pay their own expenses incidental to the
preparation of this Agreement, the carrying out of the provisions of this
Agreement and the consummation of the transactions contemplated hereby. DGE
agrees to pay to Boswell & Kober, P.C. up to $5,000.00 in legal fees on this
transaction.
7.7 CONTENTS OF AGREEMENT; PARTIES IN INTEREST, ETC. This Agreement as well as
the Escrow Agreement and Stock Option Agreement sets forth the entire
understanding of the parties hereto with respect to the transactions
contemplated hereby. It shall not be amended or modified except by written
instrument duly executed by each of the parties hereto. Any and all previous
agreements and understandings between or among the parties regarding the subject
matter hereof, whether written or oral, are superseded by this Agreement.
<PAGE>
7.8 ASSIGNMENT AND BINDING EFFECT. All of the terms and provisions of this
Agreement shall be binding upon and inure to the benefit of and be enforceable
by the successors and assigns of the Parties.
7.9 WAIVER. Any term or provision of this Agreement may be waived at any time by
the party or parties entitled to the benefit thereof by a written instrument
duly executed by such party or parties.
7.10 NOTICES. Any notice, request, demand, waiver, consent, approval or other
communication which is required or permitted hereunder shall be in writing and
shall be deemed given only if delivered personally or sent by fax or by
registered or certified mail, postage prepaid, or by overnight courier service,
as follows:
If to DGE, to:
DAHER Golden Eagle
120 Standifer Drive
Humble, Texas 77338
Attn: Patrick Weston
With required copies to:
Stibbs, Burbach & Beridon, P.C.
10077 Grogan's Mill Road, Suite 540
The Woodlands, Texas 77380
Attn: John H. Stibbs, Jr. and Bret L. Strong
If to GEGI, to:
Golden Eagle Group, Inc.
120 Standifer Drive
Humble, Texas 77205
Attn: Patrick Weston
With required copies to:
Stibbs, Burbach & Beridon, P.C.
10077 Grogan's Mill Road, Suite 540
The Woodlands, Texas 77380
Attn: John H. Stibbs, Jr. and Bret L. Strong
<PAGE>
If to Pulk, to:
David R. Pulk
c/o Richard A. Lowe
Boswell & Kober, P.C.
1800 Bank One Tower
500 Throckmorton Street
Fort Worth, Texas 76102
If to Reedy to:
Edward Reedy
c/o Richard A. Lowe
Boswell & Kober, P.C.
1800 Bank One Tower
500 Throckmorton Street
Fort Worth, Texas 76102
With required copies to:
Richard A. Lowe
Boswell & Kober, P.C.
1800 Bank One Tower
500 Throckmorton Street
Fort Worth, Texas 76102
or to such other address as the addressee may have specified in a notice duly
given to the sender as provided herein. Such notice, request, demand, waiver,
consent, approval or other communication will be deemed to have been given as of
the date so delivered, or faxed, or the third day after the date so mailed.
7.11 HEADINGS, GENDER AND "PERSON". All section headings contained in this
Agreement are for convenience of reference only, do not form a part of this
Agreement and shall not affect in any way the meaning or interpretation of this
Agreement. Words used herein, regardless of the number and gender specifically
used, shall be deemed and construed to include any other number, singular or
plural, and any other gender, masculine, feminine or neuter, as the context
requires. Any reference to a "person" herein shall include an individual, firm,
corporation, partnership, trust, governmental authority or body, association,
unincorporated organization or any other entity.
<PAGE>
7.12 SCHEDULES AND EXHIBITS. All Exhibits and Schedules referred to herein are
intended to be and hereby are specifically made a part of this Agreement.
7.13 SEVERABILITY. Any provision of this Agreement which is invalid or
unenforceable in any jurisdiction shall be ineffective to the extent of such
invalidity or unenforceability without invalidating or rendering unenforceable
the remaining provisions hereof, and any such invalidity or unenforceability in
any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.
7.14 COUNTERPARTS. This Agreement may be executed in any number of counterparts
and any party hereto may execute any such counterpart, each of which when
executed and delivered shall be deemed to be an original and all of which
counterparts taken together shall constitute but one and the same instrument.
This Agreement shall become binding when one or more counterparts taken together
shall have been executed and delivered by the parties. It shall not be necessary
in making proof of this Agreement or any counterpart hereof to produce or
account of any of the other counterparts.
IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement on
the date written in the opening paragraph hereof.
GOLDEN EAGLE GROUP, INC.
By:/s/ Patrick H. Weston
Patrick H. Weston
President and CEO
DAHER America, Inc. d/b/a
DAHER Golden Eagle
By:/s/ Patrick H. Weston
Patrick H. Weston
President and CEO
/s/ David R. Pulk
David R. Pulk
/s/ Edward R. Reedy
Edward R. Reedy
EXHIBIT (KK) - AMENDMENT TO STOCKHOLDERS AGREEMENT
AMENDMENT TO
STOCKHOLDERS' AGREEMENT
FOR
GOLDEN EAGLE GROUP, INC.
THIS AMENDMENT, dated as of this 12th day of December, 1996, to the
original Stockholders' Agreement dated and entered into as of the 1st day of
March, 1994 (the "Stockholders' Agreement"), by and among Golden Eagle Group,
Inc., a Delaware corporation (hereinafter referred to as "GEG"), Compagnie
Daher, a French corporation ("CieD"), Patrick H. Weston ("Weston"), Gary M.
Goldfarb ("G. Goldfarb"), William Goldfarb ("W. Goldfarb"), and Carlos Macaluso
("Macaluso") (hereinafter referred to separately and collectively as the
"Shareholder" and the "Shareholders" respectively), and among the Shareholders
themselves.
W I T N E S S E T H :
WHEREAS, the Shareholders collectively are the owners of a majority of the
outstanding shares of capital stock in GEG; and
WHEREAS, the Shareholders on March 1, 1994, previously entered into the
Stockholders' Agreement ("Stockholders' Agreement") with regard to operation of
GEG and wish to modify certain terms thereof;
WHEREAS, for good and valuable consideration, GEG and the Shareholders
have agreed to impose certain restrictions on rights with regard to the voting
of stock of GEG; and
WHEREAS, the Shareholders mutually agree that it is to their mutual
benefit and in the best interests of GEG to provide for the orderly
administration and operation of GEG.
NOW, THEREFORE, in consideration of the mutual agreements contained herein
and for other valuable consideration, the sufficiency and receipt of which is
hereby acknowledged, it is mutually agreed by and among the parties to this
Amendment to the Agreement as follows:
1. Reference is made to that other certain Agreement and Plan of Merger
dated as of March 1, 1994 (the "Merger Agreement") by and among GEG, GAC
Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of GEG
("GAC"), DAHER, CieD, and Weston. Pursuant to the Merger Agreement, GEG did
acquire all of the issued and outstanding capital stock of DAHER by merger of
GAC with and into DAHER (the "Merger"). In order to provide for the orderly
administration and operation of GEG subsequent to the Closing Date, the parties
hereto agreed in the Stockholders' Agreement to certain terms and conditions
with regard to the operation of GEG after the merger. The terms and conditions
of this Amendment hereby modify and supercede the terms and conditions of the
Stockholders' Agreement and the Merger Agreement to the extent required to
effectuate the terms and conditions contained herein.
<PAGE>
2. As provided in the Merger Agreement, the Board of Directors of GEG
shall have seven members. The Merger Agreement provides that CieD shall have the
right to designate four of the seven directors, those four currently are Patrick
Daher, Patrick H. Weston, John Darden and Keith Bates ("CieD Designees"). The
former GEG Board of Directors (pre-merger)has the right to designate three of
the seven directors, those three currently are William Goldfarb, Gary Goldfarb
and Carlos Macaluso (the "GEG Designees").
By this Amendment, the parties agree that one of the Board positions
currently guaranteed to Gary Goldfarb will be released effective on the date of
this Amendment. The new board designee to the seven member board who shall take
Gary Goldfarb's place shall be nominated by a Nominating Committee established
by the Board of Directors (the "Nominating Committee Designee"), and shall be
elected by a simple majority vote of the Shareholders of GEG, as provided in the
by-laws of GEG.
3. The parties agree that the remaining two board positions held by
William Goldfarb and Carlos Macaluso may only be held by those two persons and
that the board positions are not assignable or transferable in any way. When
either of these two gentleman relinquish their board seat, such seat shall then
be filled through the Nominating Committee process as set out above. Such
nominee shall be elected by a by a simple majority vote of the Shareholders.
4. Unless amended by the terms hereof, the terms and conditions of the
Stockholders' Agreement of March 3, 1994 shall remain in force and effect.
5. All terms not otherwise defined herein shall have the same meaning
as set forth in the Merger Agreement or the Stockholders' Agreement.
6. It is agreed that the parties may treat signed fax copies of this
Agreement as originals until such time as the actual signed originals are
exchanged by the parties.
IN WITNESS WHEREOF, the parties hereto warrant each to the other that
they have read this Amendment in its entirety, understand all its terms, and
execute this Amendment and its duplicate originals as of the date first above
written with full knowledge of its significance.
GOLDEN EAGLE GROUP, INC.
By: /s/ Patrick H. Weston
Name: Patrick H. Weston
Title: President & CEO
SHAREHOLDERS
/s/ Gary M. Goldfarb
/s/ Carlos Macaluso
/s/ William Goldfarb
COMPAGNIE DAHER
By: /s/ Patrick Daher
Name: Patrick Daher
Title: Chairman
EXHIBIT (LL) - CONSULTING AGREEMENT WITH GARY M. GOLDFARB
CONSULTING AGREEMENT
This Agreement is made and entered into on the 12th day of December, 1996,
by and between GOLDEN EAGLE GROUP, INC., a Delaware corporation (hereinafter
referred to as the "Company"), and GARY M. GOLDFARB (hereinafter referred to as
the "Consultant").
W I T N E S S E T H :
In consideration of the premises and the respective covenants and
agreements herein set forth, the parties hereto agree as follows:
I.
The Company hereby employs, hires and otherwise contracts with the
Consultant to serve as its independent consultant and the Consultant hereby
accepts such employment with the Company beginning December __, 1996, and ending
at the close of business on November 30, 1997. The Company may terminate this
Agreement sooner in the event of a material breach of this Agreement by
Consultant by providing the Consultant with at least sixty (60) days written
notice of said termination in writing.
II.
During the term of this Agreement, the Consultant shall diligently and
faithfully serve the Company and the advancement of the Company's interests in a
manner consistent with his training, experience and abilities, and as may be
assigned to him from time to time by the President of the Company. The Company
shall pay Consultant as compensation for his services the sum of Eleven thousand
and no/100 Dollars ($11,000.00) per month, as long as this Agreement remains in
effect. For any partial period, said sum shall be pro rated accordingly. The
monthly payment shall be made on the first day of every month.
III.
The Consultant shall, at all times, be and hold himself out to the public
as a consultant working on behalf of the Company. The Consultant is not an
agent, employee, servant, or franchisee of the Company and shall not claim any
rights arising from employee status. There shall be no employment taxes paid by
the Company with regard to the Consultant. The Consultant has the sole
discretion to determine the manner in which the work called for hereunder is to
be performed. Nothing herein contained shall authorize the Consultant to assume
or create any obligation or responsibility whatsoever, expressed or implied, on
behalf, or in the name of, the Company or to bind the Company in any manner
whatsoever.
<PAGE>
The Company agrees that Consultant may perform work for third parties as
long as that work is not inconsistent with Consultant's existing non-competition
and confidentiality obligations. If Consultant is requested to work for any of
Company's clients outside of the scope of this Agreement, then Consultant will
pass along such request to Company which may, in its sole discretion, allow
Consultant to perform such work.
IV.
The Company's financial obligations to the Consultant shall be limited to
payment of the Consultant's fees listed in Section II above only. Unless
otherwise agreed to in writing and in advance, all other costs and expenses
incurred by the Consultant when acting as the Company's consultant pursuant to
this Agreement, including the Consultant's time, travel expenses, or other
out-of-pocket expenses, shall be the responsibility of the Consultant; provided,
however, that Consultant shall not be required to undertake any business for the
Company in which the Consultant will incur any out-of-pocket expense unless
Consultant receives prior assurance that any such expense will be reimbursed.
V.
Neither of the parties shall have the right to assign this Agreement, or
any obligations hereunder, without the written consent of the other party except
that upon merger or consolidation or liquidation of the Company with or into
another corporation, or upon the sale or transfer of all or substantially all of
the assets of the Company to another corporation, this Agreement shall be
binding upon such other corporation as though such other corporation had been
named as a party hereto and had actually executed this Agreement.
VI.
Notices and other communications permitted or required hereunder shall be
in writing. Such notices shall be deemed received when (i) delivered by hand in
person, receipt thereof being acknowledged in writing, (ii) telex, cable or
telegraph answer back is received by the sending party from the receiving
party's machine, (iii) the date of signature for receipt by the party of
certified, registered, or couriered mail, or (iv) receipt by the sending party
of a reply telefax confirming receipt by the receiving party of the telefax sent
by the sending party. The respective addresses of the parties for the foregoing
permitted modes of notification shall be as follows:
Golden Eagle Group
Attn: President
120 Standifer Drive
P.O. Box 60185 AMF
Houston, Texas 77205
Telephone No: 713-446-2656
Facsimile No: 713-446-6165
and
Gary M. Goldfarb
9550 Broadview Terrace
Bay Harbor, Florida 33154
Telephone No: __________________
Facsimile No: __________________
<PAGE>
VII.
The Agreement formed hereby is made under, and shall be construed and
interpreted in accordance with the substantive laws of the State of Texas as in
effect on the date hereof, without regard to the otherwise applicable Texas
choice of law rules or principles. Consultant hereby submits to the jurisdiction
of the state and federal courts in the State of Texas and hereby designates the
Secretary of State for the State of Texas as an authorized agent to accept
service of any and all process on behalf of Consultant in the State of Texas and
in connection with this Agreement.
VIII
It is agreed that the parties may treat signed fax copies of this
Agreement as originals until such time as the actual signed originals are
exchanged by the parties.
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement on
the day and year first herein above written.
COMPANY:
GOLDEN EAGLE GROUP, INC.
By: /s/ Patrick Weston
Title: President & CEO
CONSULTANT:
/s/ Gary M. Goldfarb
GARY M. GOLDFARB
EXHIBIT 22 - SUBSIDIARIES OF THE COMPANY
COMPANY STATE OF INCORPORATION
Daher America, Inc. Delaware
Dacom Lines, Inc. Texas
Golden Eagle International Forwarding, Inc. Florida
Golden Eagle Customs Brokers, Inc. Florida
Bridgeport Shipping, Inc. Florida
World Trade Transport of Virginia, Inc. Virginia
WTT Customs Brokers, Inc. Virginia
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE FINANCIAL DATA SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE COMPANY'S FORM 10-K FOR THE PERIOD ENDED DECEMBER 31, 1996
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 513,842
<SECURITIES> 0
<RECEIVABLES> 8,721,219
<ALLOWANCES> 564,000
<INVENTORY> 0
<CURRENT-ASSETS> 9,609,866
<PP&E> 855,687
<DEPRECIATION> 2,500,723
<TOTAL-ASSETS> 15,192,417
<CURRENT-LIABILITIES> 6,683,904
<BONDS> 0
0
0
<COMMON> 56,420
<OTHER-SE> 8,179,552
<TOTAL-LIABILITY-AND-EQUITY> 15,192,417
<SALES> 66,506,044
<TOTAL-REVENUES> 66,506,044
<CGS> 49,238,483
<TOTAL-COSTS> 49,238,483
<OTHER-EXPENSES> 15,955,324
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 97,749
<INCOME-PRETAX> 1,292,850
<INCOME-TAX> (430,717)
<INCOME-CONTINUING> 1,723,567
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,723,567
<EPS-PRIMARY> 0.29
<EPS-DILUTED> 0.28
</TABLE>
