<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended AUGUST 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ________________
Commission File Number 000-29825
ELITE LOGISTICS, INC.
(Exact Name of Registrant as Specific in its Charter)
Idaho 91-0843203
(State of Incorporation) (I.R.S. Employer Identification No.)
1201 North Avenue H Freeport, Texas 77541
(Address of Principal Executive Offices) (Zip Code)
(979) 230-0222
(Registrant's Telephone Number)
Check whether the (issuer) (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the preceding 12 months (or such shorter
period that registrant was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
As of October 11, 2000, the number of shares outstanding of the registrant's
only class of common stock was 12,343,223.
Transitional Small Business Disclosure Format (Check one):
Yes [] No: [X]
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TABLE OF CONTENTS
ELITE LOGISTICS, INC.
PART I. FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Page
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<S> <C>
Item 1. Consolidated Financial Statements (Unaudited)
Balance sheet as of August 31, 2000 2
Statements of operations for the three months ended
August 31, 2000 and 1999 3
Statement of stockholders' equity for the three months ended
August 31, 2000 4
Statements of cash flows for the three months ended
August 31, 2000 and 1999 5
Notes to the consolidated financial statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Operations 11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 16
Item 2. Changes in Securities 16
Item 3. Defaults Upon Senior Securities 16
Item 4. Submission of Matters to a Vote of Security Holders 16
Item 5. Other Information 16
Item 6. Exhibits and Reports on Form 8-K 17
</TABLE>
<PAGE> 3
PART I
ITEM 1. FINANCIAL STATEMENTS.
ELITE LOGISTICS, INC. (FORMERLY ELITE LOGISTICS SERVICES, INC.)
CONSOLIDATED BALANCE SHEET (UNAUDITED)
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<TABLE>
<CAPTION>
August 31,
2000
------------
<S> <C>
ASSETS
Current Assets
Cash $ 58,835
Accounts receivable 110,778
Other receivables 5,234
Inventory 808,210
------------
Total current assets 983,057
Property and equipment
Computer equipment 126,950
Furniture and equipment 10,207
Software 91,052
Less: accumulated depreciation and amortization (116,474)
------------
Total property and equipment 111,735
------------
Patents 47,757
------------
Total assets $ 1,142,549
------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $ 689,997
Accrued expenses 100,720
Leases payable 7,227
Deferred salaries 48,356
Accrued preferred dividends 24,781
Shareholder loans payable 60,321
Note payable 30,010
------------
Total current liabilities 961,412
------------
Redeemable preferred stock 244,500
------------
Total liabilities 1,205,912
------------
Stockholders' equity (deficit)
Common stock - $0.01 par value; 50,000,000 shares
authorized, 12,260,227 issued and outstanding 122,603
Warrants 230,210
Additional paid-in capital 1,618,205
Accumulated deficit (2,034,381)
------------
Total stockholders' deficit (63,363)
------------
Total liabilities and stockholders' equity $ 1,142,549
------------
</TABLE>
See notes to consolidated financial statements.
2
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ELITE LOGISTICS, INC. (FORMERLY ELITE LOGISTICS SERVICES, INC.)
STATEMENTS OF CONSOLIDATED OPERATIONS (UNAUDITED)
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<TABLE>
<CAPTION>
Three Months Ended
August 31,
------------------------------
2000 1999
<S> <C> <C>
Revenues $ 172,221 $ 225,133
Cost of revenues 174,944 189,920
------------ ------------
Gross profit (loss) (2,723) 35,213
------------ ------------
Expenses
Marketing 120,433 30,367
Administrative expenses 196,302 51,461
Research and development 108,073 40,558
------------ ------------
Total expenses 424,808 122,386
------------ ------------
Operating loss (427,531) (87,173)
------------ ------------
Other income (expense)
Loss on sale of equipment (608) --
Loss on exchange of investments (19,400) --
Interest income 735 --
Interest expense (1,102) (130)
------------ ------------
Total other income (expense) (20,375) (130)
------------ ------------
Loss before income taxes (447,906) (87,303)
Income taxes -- --
------------ ------------
Net loss $ (447,906) $ (87,303)
------------ ------------
Basic and diluted loss per common share $ (0.04) $ (0.01)
------------ ------------
Basic and diluted weighted average number of
common stock shares outstanding 12,231,494 10,040,000
------------ ------------
</TABLE>
See notes to consolidated financial statements.
3
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ELITE LOGISTICS, INC. (FORMERLY ELITE LOGISTICS SERVICES, INC.)
STATEMENT OF CONSOLIDATED STOCKHOLDERS' EQUITY (UNAUDITED)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Common Stock
----------------------------- Additional Total
Number of Paid-in Accumulated Stockholders'
Shares Amounts Warrants Capital Deficit Equity (Deficit)
------------ ------------ ------------ ------------ ------------ ----------------
<S> <C> <C> <C> <C> <C> <C>
Balance at May 31, 2000 12,186,139 $ 121,862 $ 230,210 $ 1,479,968 $ (1,579,446) $ 252,594
Issuance of 73,588 shares of
common stock and 66,033
warrants, net of expenses
of $62,661 73,588 736 41,557 95,685 -- 137,978
Exercise of options 500 5 -- 995 -- 1,000
Preferred cumulative dividends -- -- -- -- (7,029) (7,029)
Net loss -- -- -- -- (447,906) (447,906)
------------ ------------ ------------ ------------ ------------ ------------
Balance at August 31, 2000 12,260,227 $ 122,603 $ 271,767 $ 1,576,648 $ (2,034,381) $ (63,363)
------------ ------------ ------------ ------------ ------------ ------------
</TABLE>
See notes to consolidated financial statements.
4
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ELITE LOGISTICS, INC. (FORMERLY ELITE LOGISTICS SERVICES, INC.)
STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED)
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<TABLE>
<CAPTION>
Three Months Ended
August 31,
---------------------------
2000 1999
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (447,906) $ (87,303)
Adjustments to reconcile net loss
to net cash used by operating activities
Depreciation 9,911 --
Stock issued for services 88,962 --
Investments exchanged for services 5,000
Loss on exchange of investments 19,400 --
Notes payable issued for services 41,100
Loss on sale of equipment 608 --
Changes in assets and liabilities
Accounts receivable 138,890 (97,618)
Note receivable 10,000 --
Inventory (63,484) (168,000)
Accounts payable 90,171 184,388
Accrued expenses 5,126 1,660
Deferred salaries -- 49,115
---------- ----------
Net cash used in operating activities (102,222) (117,758)
---------- ----------
Cash flows from investing activities:
Purchase of property, equipment and software (159) (1,211)
Proceeds from sale of equipment 591 --
Payments on leased equipment (1,016) (1,445)
Patent costs (6,259) (9,943)
---------- ----------
Net cash used in investing activities (6,843) (12,599)
---------- ----------
Cash flows from financing activities:
Issuance of stock net of related costs 38,335 --
Exercise of common stock options 1,000 --
Proceeds from notes payable -- 99,995
Payments on notes payable (11,090) --
Payments on shareholder notes payable (679) --
Proceeds from shareholder notes payable 51,000 30,000
---------- ----------
Net cash provided by financing activities 78,566 129,995
---------- ----------
Net decrease in cash (30,499) (362)
Cash, beginning of period 89,334 34,264
---------- ----------
Cash, end of period $ 58,835 $ 33,902
---------- ----------
Supplemental disclosures Cash paid for interest
and income taxes:
Interest $ -- $ 130
Income taxes $ -- $ --
Non-cash transactions
Stock issued for services $ 88,962 $ --
Stock issued for equipment $ 10,681 $ --
Notes payable issued for services $ 41,100
Investments exchanged for services $ 5,000 $ --
</TABLE>
See notes to consolidated financial statements.
5
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ELITE LOGISTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BUSINESS ORGANIZATION
The financial statements included herein have not been audited pursuant to the
rules and regulations of the Securities and Exchange Commission, and reflect all
adjustments which are, in the opinion of management, necessary to present a fair
statement of the results for the interim periods on a basis consistent with the
annual audited consolidated financial statements. All such adjustments are of a
normal recurring nature. The results of operations for the interim periods are
not necessarily indicative of the results to be expected for an entire year.
Certain information, accounting policies and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been omitted pursuant to such rules and regulations,
although the Company believes that the disclosures are adequate to make the
information presented not misleading. These financial statements should be read
in conjunction with the Company's audited consolidated financial statements
included in the Company's Annual Report on Form 10-KSB for the year ended May
31, 2000.
Nature of Operations
Elite Logistics, Inc. (hereinafter "ELI" or the "Company") an Idaho corporation,
through its wholly owned subsidiary Elite Logistics Services, Inc. ("Elite") is
engaged in the design, sales and operation of asset management systems and
provides the required services for the operation of these systems. The Company's
products and services are marketed nationally.
Acquisition and Merger
On November 17, 1999, Elite completed an acquisition agreement and plan of
merger with Summit Silver, Inc. ("SSI"). In late November 1999, SSI was renamed
to Elite Logistics, Inc.
As SSI was a nonoperating public company with limited assets, the substance of
the merger transaction is a capital transaction, rather than a business
combination. The transaction is equivalent to the issuance of stock by Elite for
the net assets of SSI, accompanied by a recapitalization. The accounting is
identical to that resulting from a reverse acquisition, except that no goodwill
or other intangibles are recorded.
Under the terms of the acquisition agreement, SSI issued 10,400,000 shares of
common stock in exchange for all of Elite's common stock. Immediately prior to
the agreement and plan of recapitalization, Elite had 10,400,000 shares of
common stock issued and outstanding. Subsequent to the merger, Elite continued
as a wholly owned subsidiary of ELI.
In connection with this transaction, all 2,445 shares of Elite's preferred stock
were exchanged for an equivalent amount of SSI preferred stock, which conferred
the same rights and provisions as the original shares of Elite's preferred
stock. The exchange of the redeemable preferred stock resulted in no significant
valuation adjustment in the allocation of value in the merger. Also, the
1,215,555 outstanding warrants in Elite were exchanged with SSI for warrants of
the same terms and rights.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and
its subsidiary. All significant intercompany transactions and balances have been
eliminated in consolidation. For accounting purposes, Elite was deemed to be the
acquirer under a reverse takeover transaction; accordingly, historical results
of operations of the Company prior to November 17, 1999 includes the accounts
and results of operations of Elite. The financial statements and notes for all
periods presented have been retroactively restated to comply with the reporting
requirements for a capital transaction.
6
<PAGE> 8
ELITE LOGISTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Accounting Pronouncements
Derivatives - In June 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS No. 133"). SFAS No. 133 establishes
accounting and reporting standards for derivative instruments and hedging
activities that require an entity to recognize all derivatives as an asset or
liability measured at fair value. Depending on the intended use of the
derivatives, changes in its fair value will be reported in the period of change
as either a component of earnings or a component of other comprehensive income.
In June 1999, the Financial Accounting Standards Board issued SFAS No. 137,
"Accounting for Derivative Instruments and Hedging Activities - Deferral of the
Effective Date of FASB Statement No. 133" ("SFAS No. 137"). SFAS No. 137 delays
the effective date for implementation of SFAS No. 133 for one year making SFAS
No. 133 effective for all fiscal quarters of all fiscal years beginning after
June 15, 2000. Retroactive application to periods prior to adoption is not
allowed. At August 31, 2000, the Company has not engaged in any transactions
that would be considered derivative instruments or hedging activities.
Income Taxes
The Company accounts for income taxes under the provisions of Statement of
Financial Accounting Standards No. 109 - "Accounting for Income Taxes," ("SFAS
No. 109") which provides for an asset and liability approach in accounting for
income taxes. Under this approach, deferred tax assets and liabilities are
recognized based on anticipated future tax consequences, using currently enacted
tax laws, attributable to differences between financial statement carrying
amounts of assets and liabilities and their respective tax bases.
Prior to August 31, 1999, Elite elected to be taxed under the provision of
Subchapter S of the Internal Revenue Code. Under those provisions, Elite does
not pay federal corporate income taxes on its taxable income. Instead, the
former stockholders of Elite are liable for individual federal income taxes on
their respective shares of corporate income. Accordingly, no provision has been
made for federal income taxes for any period prior to August 31, 1999 in the
accompanying financial statements. Subsequent to August 31, 1999, the Company
has not generated taxable income thus no provision for tax expense has been
recorded for any period. Due to the uncertainty as to whether the Company will
be profitable in the future, an allowance has been provided to offset the tax
benefits of its deferred tax assets.
Basic and Diluted Earnings Per Share
In December 1997, the Company adopted Statement of Financial Accounting
Standards Statement No. 128, "Earnings Per Share" ("SFAS No. 128"). In
accordance with SFAS No. 128 basic earnings per share are computed using the
weighted average number of common shares outstanding. Due to the Company having
a net loss during the three months ended August 31, 2000 and August 31, 1999,
diluted net loss per share is the same as basic net loss per share as the
inclusion of common stock equivalents would be antidilutive.
NOTE 3 - DEBT
Capital leases
Elite has a capital lease with Linc Monex Equipment, Inc. payable monthly at
$770, including interest at 18%. The remaining capital lease outstanding as of
August 31, 2000 was $7,227.
7
<PAGE> 9
ELITE LOGISTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 - DEBT (CONTINUED)
Notes payable
Elite has unsecured notes payable with American Express in the amount of $30,010
at August 31, 2000 payable monthly at $7,171 including interest at 15.9%, of
which each note payable has a maturity of six months.
Shareholder loans payable
The Company has cash loans from its shareholders in the amount of $60,321 at
August 31, 2000. The notes bear an interest rate of 5% annually, are unsecured,
and due in November 2000. Deferred salaries due to shareholders amount to
$48,356 at August 31, 2000.
Factoring agreement
On June 21, 2000, the Company entered into an accounts receivable agreement with
Silicon Valley Bank. Silicon Valley Bank will advance the Company 80% of each
receivable purchased up to a maximum of $750,000, subject to full recourse to
the Company. Finance charges equal 1.25% per month of the average daily account
balance outstanding and an administrative fee of 0.25% of each purchased
receivable. Through August 31, 2000, the Company has received no advances under
this facility.
NOTE 4 - REDEEMABLE PREFERRED STOCK
Redeemable Preferred Stock
On September 15, 1999, Elite issued 2,445 shares of $100 par value series A
redeemable preferred stock ("series A preferred stock") as payment to existing
stockholders for deferred compensation. These shares are preferred as to
dividends and upon liquidation. The cumulative dividends are payable at prime
plus 2% (which was 10.25% at August 31, 2000). As of August 31, 2000, cumulative
dividends of $24,781 have accrued and are recorded as Accrued Preferred
Dividends, but have not been declared or paid. As referred to in Note 1, as part
of the acquisition of SSI, these shares were exchanged for 2,445 shares of SSI's
series A preferred stock at $.01 par value.
The Corporation is required to redeem all issued and outstanding shares of
series A preferred stock on September 15, 2000 at a redemption price of $100 per
share. Prior to such time, the Corporation may redeem in whole or in part series
A preferred stock at the option of the board of directors. Total authorized
shares of series A preferred stock is 10,000,000. At August 31, 2000, no shares
of series A preferred stock were redeemed. At September 15, 2000, the Company
failed to redeem the outstanding shares of series A preferred stock as required
and is in the process of negotiating with the series A preferred shareholders to
extend the terms.
NOTE 5 - EQUITY
Common Stock
Elite Logistics Services, Inc. originally had 100 shares of no par stock issued
and outstanding. In September 1999, the original 100 shares were split at
100,400 to 1 and converted to 10,040,000 shares of common stock. As a result of
the stock split, the financial statements have been retroactively restated for
the 10,040,000 shares of common stock as if they have always been outstanding.
Also, in September 1999, Elite issued 320,000 shares of common stock to various
investor groups in exchange for cash proceeds of $400,000. This issuance
resulted in non-qualifying shareholders which then caused the termination of the
Company's S election and resulted in Elite's conversion to a C Corporation.
8
<PAGE> 10
ELITE LOGISTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5 - EQUITY (CONTINUED)
Common Stock (continued)
During the three months ended August 31, 2000, the Company completed various
private offerings of its common stock for cash and in exchange for various goods
and services. The Company issued 36,726 shares of common stock generating cash
proceeds of $38,335 (net of offering expenses of $62,661). In addition the
Company issued 36,862 shares of common stock in exchange for goods and services
valued at $99,643.
Warrants
On September 20, 1999, the Board of Directors approved the issuance of a warrant
to Vernor Investments to purchase up to 100,000 shares of the Company's common
stock at 5% below the current market value at the time of purchase, exercisable
from the date of issuance until September 30, 2000. As of August 31, 2000, this
warrant has not been exercised.
On November 10, 1999, the Board of Directors approved the issuance of a warrant
to Forte Group LLC to purchase up to 1,115,555 shares of the Company's common
stock at $1.25 per share from the date of issuance until September 30, 2002. As
of August 31, 2000, this warrant has not been exercised.
During the three months ended August 31, 2000, as referred to above, the Company
completed various private offerings of its common stock for cash and goods and
services. In conjunction with these offerings, the Company also issued warrants
to acquire an additional 56,033 shares of common stock with an exercise price
ranging from $2.70 - $2.75 per share, expiring 18 months to 3 years from the
date of issuance.
Additionally, during June 2000, in conjunction with the execution of the
accounts receivable agreement with Silicon Valley Bank, the Company issued a
warrant to purchase 10,000 of the Company's common stock at an exercise price of
$2.75 per share, expiring 18 months from the date of issuance.
The fair value of each warrant granted is estimated on the grant date using the
Black-Scholes Option Price Calculation. The following assumptions were made in
estimating fair value. The risk-free interest rate is 5.5%, volatility is 30%
and the expected life of the warrants is one to three years. The fair value of
warrants issued during the three months ended August 31, 2000 was $41,557.
Options
In January 2000, the Company adopted the Elite Logistics, Inc. 2000 Equity
Incentive Plan, under which 1,000,000 shares of common stock are available for
issuance with respect to awards granted to officers, management and other key
employees and consultants of the Company. The plan also includes a provision for
an annual increase in the number of shares available for issuance of 200,000
shares or 1.5% of the outstanding shares or a lessor amount determined by the
Board. At the time the option is granted, the administrator shall fix the period
within which the option may be exercised, fixing the exercise price at no less
than 100% of the fair market value per share on the date of grant and will
determine the acceptable form of consideration for exercising the option.
Effective August 7, 2000, the Company entered into a compensation agreement with
an employee which provides for the granting of 30,000 options to purchase common
stock of the Company in each of the next three years with the first grant
commencing August 1, 2001 contingent upon continued employment. These options
vest 1/3 upon the completion of one year of service following the date of grant
and thereafter 1/24 vests each subsequent month of service and are exercisable
at the fair market value on the date of grant.
9
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ELITE LOGISTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6 - INCOME TAXES
On September 1, 1999, the Company sold shares of common stock to non-qualifying
holders for an S Corporation. Prior to August 31, 1999, Elite elected to be
taxed under the provision of Subchapter S of the Internal Revenue Code. Under
those provisions, Elite does not pay federal corporate income taxes on its
taxable income. Instead, the stockholders are liable for individual federal
income taxes on their respective shares of corporate income. Accordingly, no
provision has been made for federal income taxes for any period prior to August
31, 1999 in the accompanying financial statements.
As of September 1, 1999, Elite's S election was terminated and all undistributed
losses prior to August 31, 1999 were passed to the shareholders of record on
that date. No provision for taxes or tax benefit from net operating loss
carryforwards has been reported in the financial statements as the Company is
expected to continue to experience operating losses in the future. Total net
operating losses ("NOL") generated since September 1, 1999 approximates
$(2,084,910) which will begin to expire in 2019. Due to the uncertainty as to
whether the Company will be profitable in the future, an allowance has been
provided to offset the tax benefits of its deferred tax assets. It is currently
unknown if the carryforwards will expire unused.
At November 17, 1999, SSI had a net operating loss of approximately $1,450,000,
which may be offset against future taxable income of the Company through 2013.
Due to the significant change in ownership, the future utilization of this net
operating loss carryforward will be substantially minimized in accordance with
IRS section 382.
The Company has no significant book to tax differences in its assets and
liabilities, which would give rise to deferred tax assets or liabilities other
than its NOL.
NOTE 7 - GOING CONCERN
As shown in the accompanying consolidated financial statements, the Company
incurred a net loss of $(447,906) for the three months ended August 31, 2000 and
continues to experience negative cash flow from operations. In the four months
subsequent to the period ended August 31, 2000 management expects to raise
additional capital through private placements to fund the Company's operations
and will continue to do so until such time as the Company generates revenues
sufficient to maintain itself as a viable entity. Management believes that these
actions will assist the Company in reaching the point of profitability from
operations and enable the Company to raise further capital from private
placements or public offerings. If successful, these actions will serve to
mitigate the factors which had raised substantial doubt about the Company's
ability to continue as a going concern and increase the availability of
resources for funding of the Company's current operations and future market
development.
NOTE 8 - SUBSEQUENT EVENTS
On September 12, 2000 the Company issued 66,096 shares of common stock at $1.35
per share and a warrant to purchase 33,048 shares at $2.70 (exercisable through
2003) representing payment for consulting services valued at $89,230. An
additional 1,000 shares of common stock with corresponding warrants (18 month
expiration date) at $2.75 were issued in September 2000.
10
<PAGE> 12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The "Management's Discussion and Analysis of Financial Condition and Results of
Operations" included herein should be read in conjunction with the unaudited
consolidated financial statements and Notes to the consolidated financial
statements of Elite Logistics, Inc. and subsidiary included in Item 1 above and
the Company's Audited Consolidated Financial Statements included in the
Company's Annual Report on Form 10-KSB for the year ended May 31, 2000. Such
unaudited consolidated financial statements for the quarter ended August 31,
2000, includes (i) the consolidated financial statements of Elite Logistics Inc
and Elite Logistics Services, Inc for the quarter ended August 31, 2000 and,
(ii) the historical accounts of Elite Logistics Services, Inc for the quarter
ended August 31, 1999. All significant inter-company balances and transactions
have been eliminated. The Company's financial statements have been prepared in
accordance with generally accepted accounting principles in the United States.
The financial information in "Management's Discussion and Analysis of Financial
Condition and Results of Operations" refers to the continuing operations of
Elite Logistics, Inc. for the three months ended August 31, 2000 and Elite
Logistics Services, Inc. for the three months ended August 31, 1999 (herein
collectively referred to as the "Company").
OVERVIEW
Elite Logistics Services, Inc. (hereinafter "Elite") is engaged in the design
and operation of Internet-enabled asset management systems and provides the
required services for the operation of these systems. Elite's wireless
monitoring and tracking system integrates Motorola's two-way ReFLEX(TM)
telemetry and Global Positioning Systems (GPS) technology, with an
Internet-enabled Geographic Information System (GIS) to allow online remote
tracking and control of vehicles and other assets. The Intelligent Vehicle
Systems (IVS) can monitor, track, analyze, and control the movement of virtually
any object, including ground vehicles, marine vessels, railway equipment and
valuable objects that are in transit. The Company's products and services are
marketed nationally.
The Company has a limited operating history upon which investors may evaluate
its business and prospects. Since inception the Company has incurred significant
losses, and as of August 31, 2000 it had an accumulated deficit of $2,034,381.
The Company terminated its subchapter S status on September 1, 1999 and the
accumulated loss through August 31, 1999 in the amount of $706,208 (generated
when the company was a subchapter S corporation) was reclassified to additional
paid in capital for financial reporting purposes during the year ended May 31,
2000.
The Company's predecessor auditors issued a going concern opinion in connection
with their audit of the Company's consolidated financial statements as of May
31, 2000. This means that the Company's auditors believe there is substantial
doubt that the Company can continue as an on-going business for the next twelve
months unless the Company obtains additional capital to cover its operating
expenses. In order to meet its needs, the Company will have to raise cash from
sources other than the sale of its products and services. To do so, the Company
has been raising cash through the private placement of its securities and
intends to continue to do so until such time as it will generate sufficient
revenues to maintain itself as a viable entity. There is no assurance, however,
that the Company will be able to raise the additional funds it needs to continue
in business. If the Company is unable to raise additional funds until it becomes
a viable entity, it will have to cease operations.
BUSINESS ORGANIZATION
Elite was incorporated as an "S" Corporation on August 6, 1997 under the laws of
the State of Texas and commenced business operations on November 19, 1997. On
September 1, 1999, the Company amended its articles of incorporation to become a
regular "C" Corporation.
11
<PAGE> 13
On November 17, 1999, Elite agreed to an exchange of its stock in a merger with
Summit Silver, Inc. (hereinafter "SSI"), a non-operating, publicly traded
company with limited assets. The merger transaction has been accounted for as a
capital transaction comprising a re-capitalization of a non-operating public
enterprise (SSI) by a private operating company (Elite). As part of the
acquisition, Elite acquired limited assets from SSI.
Elite changed its year-end from December 31 to May 31, which was the year-end of
SSI, with effect for the reporting period beginning June 1, 1999. SSI
subsequently changed its name to Elite Logistics Inc. (hereinafter "ELI"). ELI,
an Idaho Corporation, is the holding company of Elite and Elite is now a wholly
owned subsidiary of ELI, which is consolidated for financial reporting purposes.
For accounting purposes, Elite was deemed to be the acquirer of SSI under a
reverse takeover transaction; accordingly, historical results of operations of
the Company prior to November 17, 1999 includes the accounts and results of
operations of Elite. The financial statements and notes for all periods
presented have been retroactively restated to comply with the reporting
requirements of this capital transaction.
RESULTS OF OPERATIONS
Revenues for the three months ending August 31, 2000 were $172,221 compared to
revenues of $225,133 during the three months ended August 31, 1999. Revenues
include sales of the Company's PageTrack(TM) products to distributors and the
resale of SkyTel wireless telemetry services as well as miscellaneous third
party hardware sales. A significant amount of management's time was devoted to
efforts to secure the funding base of the company. Given the limited amount of
available management resources, this adversely affected sales and operations.
The company has been constrained by a lack of funding to effectively undertake
the marketing activities necessary to generate sales growth.
Cost of revenues for the three months ending August 31, 2000 were $174,944
compared to cost of revenues of $189,920 during the three months ended August
31, 1999. Cost of revenues for the year ended August 31, 2000 included the
manufactured cost of our PageTrack(TM) products, wireless telemetry network
services provided by SkyTel and the costs of operating Elite's 24-hour Control
Center.
Gross loss for the three months ending August 31, 2000 was $(2,723) compared to
gross profit of $35,213 during the three months ended August 31, 1999. Gross
loss for the three months ended August 31, 2000 included margins on our
PageTrack(TM) products and the resale of wireless telemetry network services
provided by SkyTel offset by the costs of operating Elite's 24-hour Control
Center. Gross profit decline reflects the increased cost of control center
operations, which was not offset by a corresponding increase in revenues.
Marketing expenses for the three months ending August 31, 2000 was $120,433
compared to $30,367 during the three months ended August 31, 1999. Marketing
expenses consist primarily of compensation for our marketing and business
development personnel, advertising, trade show and other promotional costs,
design and creation expenses for marketing literature and our website. The
Company does not make an allocation of our occupancy costs and other overhead.
This increase was primarily due to increases in the number of marketing
personnel, and advertising and promotional programs. The Company expects that
sales and marketing expenses will increase both in absolute dollars and as a
percentage of total net revenues in future periods due to expanded efforts to
market and promote its products and services both domestically and
internationally.
Selling and Administrative expenses for the three months ending August 31, 2000
was $196,302 compared to $51,461 during the three months ended August 31, 1999.
Selling and administrative expenses consist primarily of compensation for
personnel and payments to outside contractors for general corporate functions,
including finance, information systems, human resources, facilities, general
management, bad debt expense and the Company's occupancy costs and other
overhead. This increase was primarily due to increases in the number of
personnel and outside contractors needed to support the
12
<PAGE> 14
growth of the Company's business. The Company expects that selling and
administrative expenses will increase in absolute dollars as it hires additional
personnel and incur additional expenses relating to the anticipated growth of
its business, such as costs associated with increased infrastructure and its
public company status.
Research and development expenses for the three months ending August 31, 2000
was $108,073 compared to $40,558 during the three months ended August 31, 1999.
Research and development expenses consist primarily of compensation for the
Company's research and development personnel, network operations and, to a
lesser extent, depreciation on equipment used for research and development. The
Company does not make an allocation of its occupancy costs and other overhead.
This increase was primarily due to increases in the number of personnel needed
to develop new products and services and build the Company's external network
and computer data center infrastructure. The Company expects that research and
development expenses will increase in absolute dollars in future periods due to
expanded investments in the development of enhanced and new products and online
services.
Interest expense for the three months ending August 31, 2000 was $1,102 compared
to $130 during the three months ended August 31, 1999. Net interest expense
consists of expenses related to the Company's financing obligations, which
include borrowings under equipment loans, and short-term bank loans and capital
lease obligations. This increase was primarily due to interest paid to American
Express.
LIQUIDITY AND CAPITAL RESOURCES
Since inception, the Company has financed its operations primarily through the
sale of its common stock by way of private placements, loans from shareholders,
equipment financing, lines of credit, short-term loans and through deferred
employee compensation ($244,500 of this deferred salary obligation was converted
to series A redeemable preferred stock). The Company does not anticipate
positive cash flow until it achieves an installed base of around 20,000 units
(the current installed base is approximately 2,500 units). The Company expects
to achieve this installed base target within the 2001 fiscal year, but there can
be no assurance that this target will be achieved.
The Company's business plan includes building a nationwide PageTrack(TM)
distribution network of dealers and distributors. The plan requires hiring
additional personnel for sales, marketing, customer support and technical
support. The Company estimates a minimum of $2,500,000 is required to fund its
current business plan. There can be no assurance that the Company will be
successful in obtaining any such funds on terms acceptable to it, if at all. In
the event that the Company is unable to secure such additional funding,
management would attempt to re-orient its business plan to a slower growth
scenario that would enable the Company to survive and grow at a slower pace.
However failure to capitalize on current market opportunities could allow
competitors to overtake the Company and significantly impair the long-term
growth and value of the Company.
The Company intends to raise at least an additional $10,000,000 during the 2001
fiscal year by way of private placements and/or public offerings of its
securities. The company is currently in negotiations with several strategic
partners who have the capability to provide such funding. The Company is also
seeking to retain an investment bank to assist in raising its capital. There can
be no assurance that the company will be able to successfully raise some or all
of the $10,000,000 it has targeted. If the Company is successful in raising
$10,000,000 or more, it intends to use the net proceeds of the offering to repay
any borrowings including the series A redeemable preferred stock in the amount
of $244,500, hire additional employees, develop new products, develop e-commerce
capabilities, expand marketing efforts, expand Company facilities, initiate
remote sales and control centers, and for working capital and potential
acquisitions.
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<PAGE> 15
Until such time as the Company has successfully completed such funding
arrangements, it remains at risk of a sudden negative disruption to the equity
markets preventing such funding from proceeding. The sale of additional equity
or convertible debt securities could result in additional dilution to our
stockholders.
The Company recently entered into an accounts receivable agreement with Silicon
Valley Bank. Silicon Valley Bank will advance the Company 80% of each receivable
purchased up to a maximum of $750,000, subject to full recourse to the Company.
Finance charges equal 1.25% per month of the average daily account balance
outstanding and an administrative fee of 0.25% of each purchased receivable.
Through August 31, 2000, the Company has received no advances under this
facility. The Company also has some lease financing agreements that amount to
less than $7,300.
The Company has no material commitments for capital expenditures, but
anticipates an increase in the rate of capital expenditures consistent with its
anticipated growth in operations, infrastructure and personnel. The Company
anticipates that it will continue to add computer hardware resources, and expand
its primary office facility during the next twelve months. The Company may also
use cash to acquire or license technology, products or businesses related to its
current business. In addition, the Company anticipates that it will continue to
experience significant growth in its operating expenses for the foreseeable
future and that its operating expenses will be a material use of its cash
resources.
CASH FLOW FOR THREE MONTHS ENDING AUGUST 31, 2000
Net cash used in operating activities was $(102,222) for the Three months Ending
August 31, 2000 compared to $(117,758) for the three months ended August 31,
1999. Net cash used for operating activities was primarily the result of a net
loss before changes in assets and liabilities of $(282,925), and an increase in
inventory of $63,484 offset by a decrease in accounts receivable of $138,890 and
an increase in accounts payable at $90,171.
Net cash used in investing activities of $(6,843) is comprised of patent
application costs and fixed asset purchases.
Net cash provided by financing activities was $78,566 and principally consisted
of proceeds from the sale of the company's common stock of $39,335 and net
proceeds from borrowings from shareholders of $50,321, offset by payments of
notes payable of $11,090.
FORWARD LOOKING STATEMENTS
Except for historical information contained herein, certain other matters
discussed herein are forward-looking statements made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. All
statements, other than statements of historical facts, that address future
activities, events or developments, including such things as future revenues,
ability to raise capital and amounts at capital of private or public offerings,
product development, market acceptance, responses from competitors, capital
expenditures (including the amount and nature thereof), business strategy and
measures to implement strategy, competitive strengths, goals, expansion and
growth of Elite Logistics, Inc., and its subsidiaries' business and operations,
plans, references to future success and other such matters, are forward-looking
statements. The words "anticipates," "believes," "estimates," "expects,"
"plans," "intends," "should," "seek," "will," and similar expressions are
intended to identify these forward-looking statements, but are not the exclusive
means of identifying them. These statements are based on certain historical
trends, current conditions and expected future developments as well as other
factors we believe are appropriate in the circumstances. However, whether actual
results will conform to our expectations and predictions is subject to a number
of risks and uncertainties that may cause actual results to differ materially,
our success or failure to implement our business strategy, our ability to
successfully market our on-line location, tracking and logistics management
concept, changes in consumer demand, changes in general economic conditions, the
opportunities (or lack thereof) that may
14
<PAGE> 16
be presented to and pursued by us, changes in laws or regulations, changes in
technology, the rate of acceptance of the Internet as a commercial vehicle,
competition in the online logistics management business and other factors, many
of which are beyond our control.
Consequently, all of the forward-looking statements made in this Report are
qualified by these cautionary statements and there can be no assurance that the
actual results we anticipate will be realized or, even if substantially
realized, that they will have the expected consequences to or effects on us or
our business or operations. We assume no obligation to update publicly any
forward-looking statements, whether as a result of new information, future
events or otherwise.
15
<PAGE> 17
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
The foregoing shares were sold pursuant to Section 4(6) of the
Securities Act of 1933 (the "Act"). All purchasers were accredited investors as
that term is defined in Rule 501 of the Securities Act of 1933.
<TABLE>
<CAPTION>
SHARES OF
COMMON
DATE STOCK PRICE CONSIDERATION SERVICES WARRANTS PRICE EXPIRATION
---- --------- ----- ------------- -------- -------- ----- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
6/8/00
10,000 2.75 $27,500.00 10,000 2.75 12/8/01
6/21/00 10,000 2.75 6/21/03
6/30/00 1,500 2.75 $ 4,125.00 1,500 2.75 12/30/01
6/27/00 3,000 2.75 $ -- $ 8,250.00 3,000 2.75 12/27/01
7/10/00 5,000 2.75 $13,750.00 5,000 2.75 1/10/02
7/3/00 10,000 2.75 $27,500.00 10,000 2.75 1/3/02
7/17/00 5,455 2.75 $ 4,319.91 $10,681.34 5,455 2.75 1/17/02
7/20/00 3,000 2.75 $ 8,250.00 3,000 2.75 1/20/02
7/21/00 5,000 2.75 $13,750.00 5,000 2.75 1/21/02
7/17/00
6,867 4.76 $32,712.00 6,867 2.75 1/17/02
7/21/00 655 2.75 $ 1,801.25 655 2.75 1/21/02
8/25/00 12,000 2.75 $33,000.00
8/20/00 500 2.00 $ 1,000.00
8/29/00 11,111 1.35 14,999.85 5,556 2.70 8/29/03
</TABLE>
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
16
<PAGE> 18
ITEM 6. EXHIBITS AND REPORTS ON FORM
(a) EXHIBITS
Exhibit Description
3.1 * Articles of Incorporation
3.2 * Amended (No. 1) Articles of Incorporation
3.3 * Amended (No. 2) Articles of Incorporation
3.4 * Amended (No. 3) Articles of Incorporation
3.5 * Amended (No. 4) Articles of Incorporation
3.6 * Bylaws
4.1 * Specimen Stock Certificate
4.2 Management Services Agreement dated September 1, 2000
by and between Elite Logistics, Inc and Joseph D. Smith.
4.3 Management Services Agreement dated September 1, 2000
by and between Elite Logistics, Inc and Diana M. Smith.
4.4 Management Services Agreement dated September 1, 2000
by and between Elite Logistics, Inc and Richard L. Hansen.
4.5 Management Services Agreement dated September 1, 2000 by
and between Elite Logistics, Inc and Thien K. Nguyen.
4.6 Elite Logistics 2000 Equity Incentive Plan dated March 2,
2000
4.7 Elite Logistics Services, Inc. 401K Plan dated May 24,
2000.
11.1 Computation of Per Share Earnings
27.1 Financial Data Schedule
* Incorporated by reference as indicated.
(b) REPORTS ON FORM 8-K
Form 8-K filed October 13, 2000 to report its change in independent
public accountants effective October 9, 2000.
17
<PAGE> 19
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
ELITE LOGISTICS SERVICES, INC.
/s/ Joseph D. Smith
---------------------------
Joseph D. Smith,
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Russell A. Naisbitt CFO October 14, 2000
--------------------------
Russell A. Naisbitt
</TABLE>
<PAGE> 20
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
3.1 * Articles of Incorporation
3.2 * Amended (No. 1) Articles of Incorporation
3.3 * Amended (No. 2) Articles of Incorporation
3.4 * Amended (No. 3) Articles of Incorporation
3.5 * Amended (No. 4) Articles of Incorporation
3.6 * Bylaws
4.1 * Specimen Stock Certificate
4.2 Management Services Agreement dated September 1, 2000
by and between Elite Logistics, Inc and Joseph D. Smith.
4.3 Management Services Agreement dated September 1, 2000
by and between Elite Logistics, Inc and Diana M. Smith.
4.4 Management Services Agreement dated September 1, 2000
by and between Elite Logistics, Inc and Richard L. Hansen.
4.5 Management Services Agreement dated September 1, 2000 by
and between Elite Logistics, Inc and Thien K. Nguyen.
4.6 Elite Logistics 2000 Equity Incentive Plan dated March 2,
2000
4.7 Elite Logistics Services, Inc. 401K Plan dated May 24,
2000.
11.1 Computation of Per Share Earnings
27.1 Financial Data Schedule
</TABLE>
* Incorporated by reference as indicated.
