<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 NOVEMBER 30, 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 December 1, 2000, the number of shares outstanding of the registrant's
class of common stock was 12,938,168.
Transitional Small Business Disclosure Format (Check one):
Yes [ ] No: [X]
<PAGE> 2
TABLE OF CONTENTS
ELITE LOGISTICS, INC.
PART I. FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
Item 1. Financial Statements (Unaudited)
Consolidated balance sheets as of November 30, 2000 and May 31, 2000 2
Consolidated statements of operations for the three and six months ended
November 30, 2000 and 1999 3
Consolidated statement of stockholders' equity for the six months ended
November 30, 2000 4
Consolidated statements of cash flows for the six months ended
November 30, 2000 and 1999 5
Notes to the consolidated financial statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Operations 12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 17
Item 2. Changes in Securities 17
Item 3. Defaults Upon Senior Securities 17
Item 4. Submission of Matters to a Vote of Security Holders 17
Item 5. Other Information 17
Item 6. Exhibits and Reports on Form 8-K 17
</TABLE>
<PAGE> 3
PART I
ITEM 1. FINANCIAL STATEMENTS.
ELITE LOGISTICS, INC.
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
November 30, May 31,
2000 2000
------------ -----------
<S> <C> <C>
ASSETS
Current Assets
Cash $ 196,656 $ 89,334
Accounts receivable, net of an allowance for doubtful accounts of
$10,000 at November 30, 2000 243,022 249,657
Other receivable 669 5,245
Note receivable -- 10,000
Investments -- 24,400
Inventory 529,229 744,726
----------- -----------
Total current assets 969,576 1,123,362
----------- -----------
Property and equipment
Computer equipment 128,314 116,110
Furniture and equipment 10,207 11,406
Software 114,914 91,052
Less: accumulated depreciation and amortization (126,383) (106,563)
----------- -----------
Total property and equipment, net 127,052 112,005
Patents 48,507 41,498
----------- -----------
Total assets $ 1,145,135 $ 1,276,865
----------- -----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $ 95,513 $ 599,826
Accrued expenses 210,872 95,594
Leases payable 21,057 8,243
Deferred salaries 48,356 48,356
Accrued preferred dividends 31,810 17,752
Shareholder loans payable 48,882 10,000
Notes payable 102,174 --
----------- -----------
Total current liabilities 558,664 779,771
----------- -----------
Redeemable preferred stock 244,500 244,500
----------- -----------
Total liabilities 803,164 1,024,271
----------- -----------
Commitments and contingencies -- --
Stockholder's equity (deficit)
Common stock - $0.01 par value: 50,000,000 shares authorized,
12,938,168 and 12,186,139 issued and outstanding at November 30, 2000
And May 31, 2000, respectively 129,382 121,862
Warrants 496,420 230,210
Additional paid in capital 2,250,087 1,479,968
Accumulated deficit (2,533,918) (1,579,446)
----------- -----------
Total stockholders' equity 341,971 252,594
----------- -----------
Total liabilities and stockholders' equity $ 1,145,135 $ 1,276,865
----------- -----------
</TABLE>
See accompanying notes to consolidated financial statements.
2
<PAGE> 4
ELITE LOGISTICS, INC.
CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
November 30, November 30,
------------------------------ ------------------------------
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenues $ 499,413 $ 22,890 $ 671,634 $ 248,023
Cost of revenues 401,694 21,589 576,638 211,509
------------ ------------ ------------ ------------
Gross profit 97,719 1,301 94,996 36,514
Expenses
Marketing 126,601 45,498 247,033 75,865
Administrative expenses 344,247 385,539 540,152 437,000
Research and development 117,610 57,119 225,683 97,677
------------ ------------ ------------ ------------
Total expenses 588,458 488,156 1,012,868 610,542
------------ ------------ ------------ ------------
Operating loss (490,739) (486,855) (917,872) (574,028)
------------ ------------ ------------ ------------
Other income (expense)
Loss on sale of equipment -- -- (608) --
Loss on exchange of investments -- -- (19,400) --
Interest income 180 -- 914 --
Interest expense (1,949) (1,760) (3,448) (1,890)
------------ ------------ ------------ ------------
Total other income (expense) (1,769) (1,760) (22,542) (1,890)
------------ ------------ ------------ ------------
Loss before income taxes (492,508) (488,615) (940,414) (575,918)
Income taxes -- -- -- --
------------ ------------ ------------ ------------
Net loss $ (492,508) $ (488,615) $ (940,414) $ (575,918)
------------ ------------ ------------ ------------
Basic and diluted loss per common share $ (0.04) $ (0.05) $ (0.08) $ (0.06)
Basic and diluted weighted average number
of common stock shares outstanding 12,637,533 10,251,462 12,428,043 10,145,153
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE> 5
ELITE LOGISTICS, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Common Stock
--------------------------- Additional Total
Number of Paid-in Accumulated Stockholders'
Shares Amounts Warrants Capital Deficit Equity
----------- ----------- ----------- ----------- ----------- -------------
<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 751,529 shares of
common stock and 391,636
warrants, net of expenses of
$80,267 751,529 7,515 266,210 769,124 -- 1,042,849
Exercise of options 500 5 -- 995 -- 1,000
Preferred cumulative
dividends -- -- -- -- (14,058) (14,058)
Net loss -- -- -- -- (940,414) (940,414)
----------- ----------- ----------- ----------- ----------- -----------
Balance at November 30, 2000 12,938,168 $ 129,382 $ 496,420 $ 2,250,087 $(2,533,918) $ 341,971
----------- ----------- ----------- ----------- ----------- -----------
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE> 6
ELITE LOGISTICS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Six Months Ended
November 30,
------------------------
2000 1999
--------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net loss $(940,414) $(575,918)
Adjustments to reconcile net loss
to net cash used by operating activities
Depreciation 19,820 33,132
Loss on sale of equipment 608 --
Loss on exchange of investments 19,400 --
Preferred stock issued for compensation -- 244,500
Common stock issued for services 197,732 50,000
Investments exchanged for services 5,000 --
Notes payable issued for services 62,538 --
Changes in assets and liabilities
Accounts receivable 11,211 (89,971)
Inventory 215,497 (180,187)
Accounts payable (504,313) 110,817
Accrued liabilities 115,278 41,899
Accrued salaries -- 56,255
--------- ---------
Net cash used in operating activities (797,643) (309,473)
--------- ---------
Cash flows from investing activities:
Purchase of property, equipment, and software (9,955) (14,282)
Proceeds from sale of property and equipment 591 --
Payments on leased equipment (2,616) (1,481)
Patent costs (7,009) (21,750)
Proceeds from note receivable 10,000 --
--------- ---------
Net cash used in investing activities (8,989) (37,513)
--------- ---------
Cash flows from financing activities:
Issuance of common stock, net of related costs 834,436 414,100
Exercise of common stock options 1,000 --
Proceeds from notes payable 140,872 226,000
Payments on notes payable (101,236) (165,550)
Payments on shareholder notes payable (12,118) (30,000)
Proceeds from shareholder notes payable 51,000 6,000
--------- ---------
Net cash provided by financing activities 913,954 450,550
--------- ---------
Net increase in cash 107,322 103,564
Cash, beginning of period 89,334 34,264
--------- ---------
Cash, end of period $ 196,656 $ 137,828
--------- ---------
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE> 7
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 location and management
systems and provides the required services for the operation of these systems.
The Company's products and services are marketed nationally and in certain
international markets.
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 non-operating 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. 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, 1,215,555 outstanding warrants in Elite
were exchanged with SSI for warrants of the same terms and rights.
Subsequent to the merger, Elite continued as a wholly owned subsidiary of ELI.
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 include the accounts and
results of operations of Elite. The financial statements and footnotes 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 November 30, 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
benefit of its deferred tax asset.
Basic and Diluted Loss 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 is computed using the
weighted average number of common shares outstanding. Due to the Company having
a net loss during the three and six month periods ended November 30, 2000 and
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 capital leases with various leasing companies. payable monthly at
$1,610, including interest at rates ranging from 18% to 23%. Capital leases
outstanding as of November 30, 2000 were $21,057.
7
<PAGE> 9
ELITE LOGISTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
NOTE 3 - DEBT (CONTINUED)
Shareholder loans payable
The Company has cash loans from its shareholders in the amount of $48,882 at
November 30, 2000. The notes bear an interest rate of 5% annually, are
unsecured, and were due in November 2000. The Company is currently in the
process of negotiating with the shareholders to extend the maturity date of
these loans into fiscal year 2001 under similar terms. Deferred salaries due to
shareholders amount to $48,356 at November 30, 2000.
Notes payable
Elite has unsecured notes payable with American Express in the amount of $27,694
at November 30, 2000 payable monthly at $10,703 including interest at 15.9%, of
which each note payable has a maturity of six months.
Factoring agreement
On June 21, 2000, the Company entered into a factoring 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 November 30, 2000, the Company has received advances totaling $140,872
under this factoring agreement with an outstanding balance due the factoring
agreement of $74,480 at November 30, 2000. This amount is recorded within notes
payable at November 30, 2000.
NOTE 4 - REDEEMABLE PREFERRED STOCK
Redeemable Preferred Stock
On September 15, 1999, Elite issued 2,445 shares of series A redeemable
preferred stock ("series A preferred stock") with $100 par value as payment to
existing stockholders for deferred compensation. 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 (refer to Note 1). Total authorized shares of preferred
stock is 10,000,000.
These shares are preferred as to dividends and upon liquidation. The cumulative
dividends are payable at prime plus 2% (which was 11.50% at November 30, 2000).
As of November 30, 2000, cumulative dividends of $31,810 have accrued and are
recorded as Accrued Preferred Dividends, but have not been declared or paid.
The Corporation was 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. At September 15, 2000, the Company failed to redeem the outstanding
shares of series A preferred stock as required, and subsequently negotiated with
the series A preferred stockholders to extend the term to March 15, 2001. 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. At November 30, 2000, no shares
of series A preferred stock were redeemed.
8
<PAGE> 10
ELITE LOGISTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
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, the Company 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 subchapter S election and resulted in the Company's conversion to a C
Corporation.
During the six months ended November 30, 2000, the Company completed various
private offerings of its common stock for cash and in exchange for various goods
and services. The Company issued 633,660 shares of common stock generating cash
proceeds of $834,436 (net of offering expenses of $80,267). In addition, the
Company issued 113,549 shares of common stock in exchange for goods and services
that had a total value of $197,732 and 4,320 shares of commons stock in exchange
for equipment that had a total value of $10,618.
Warrants
On September 20, 1999, the Board of Directors approved the issuance of a
warrant, exercisable from the date of issuance until September 30, 2000, 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 exercise. This warrant
was not exercised and is now expired.
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 November 30, 2000, this warrant has not been exercised.
During the six months ended November 30, 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 391,636 shares of common stock with an exercise price
ranging from $2.70 - $2.75 per share, expiring 18 months to three years from the
date of issuance.
Additionally, on June 21, 2000, in conjunction with the execution of the
factoring 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 on June 21, 2003.
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 .5%
and the expected life of the warrants is one to three years. The fair value of
warrants issued during the six months ended November 30, 2000 was estimated to
be $266,210.
9
<PAGE> 11
ELITE LOGISTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
NOTE 5 - EQUITY (CONTINUED)
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.
During the six months ended November 30, 2000, the Company has entered into
compensation agreements with various employees that provides for the granting of
options to purchase common stock of the Company over a three year period with
the first grant commencing on or about the anniversary of the date of their
compensation agreement 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. Options covered by such agreements
totaled 645,000 at November 30, 2000 with exercise prices for the first year's
grant ranging from $4.00 - $5.00.
NOTE 6 - NON-CASH TRANSACTIONS
For cash flow purposes various non-cash transactions have been entered into by
the Company during the six month periods ended November 30, 2000 and 1999. These
non-cash items are as follows:
<TABLE>
<CAPTION>
Six Months Ended
November 30,
---------------------
2000 1999
-------- --------
<S> <C> <C>
Supplemental disclosures:
Cash paid for interest $ 3,448 $ 5,383
Non cash transactions:
Common stock issued for services $197,732 $ 50,000
Common stock issued for equipment $ 10,618 $ --
Preferred stock issued for compensation $ -- $244,500
Warrants issued for consulting fees $ -- $229,995
Notes payable issued for services $ 62,538 $ --
Lease payable issued for equipment $ 15,430 $ --
Investments exchanged for services $ 5,000 $ --
</TABLE>
NOTE 7 - INCOME TAXES
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. On September 1, 1999, the Company sold shares of common
stock to non-qualifying holders for an S Corporation. Accordingly, 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.
10
<PAGE> 12
ELITE LOGISTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
NOTE 7 - INCOME TAXES (CONTINUED)
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 $(2,533,918), which will begin to
expire in 2019. It is currently unknown if the carryforwards will expire unused.
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.
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 8 - GOING CONCERN
As shown in the accompanying consolidated financial statements, the Company
incurred a net loss of $(940,414) for the six months ended November 30, 2000 and
continues to experience negative cash flow from operations. In the four months
subsequent to the period ended November 30, 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.
11
<PAGE> 13
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 10KSB for the year ended May 31, 2000. Such
unaudited consolidated financial statements for the three and six month periods
ended November 30, 2000, include (i) the consolidated financial statements of
Elite Logistics, Inc. and Elite Logistics Services, Inc. for the three and six
month periods ended November 30, 2000 and, (ii) the historical accounts of Elite
Logistics Services, Inc. for the three and six month periods ended November 30,
1999 and the historical accounts of Summit Silver, Inc. for the period November
17, 1999 to November 30, 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 and six month periods ended November 30,
2000 and Elite Logistics Services, Inc. for the three months and six month
periods ended November 30, 1999 together with the historical accounts of Summit
Silver, Inc. for the period November 17, 1999 to November 30, 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 location and 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 and in certain international markets.
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 November 30, 2000 it had an accumulated deficit of $2,533,918.
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 continue 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.
12
<PAGE> 14
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. 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 fiscal 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 and six months ending November 30, 2000 were
$499,413 and $671,634 compared to revenues of $22,890 and $248,023 during the
three months and six months ended November 30, 1999. Revenues include sales of
the Company's PageTrack(TM) hardware to distributors, monitoring and control
service contracts and miscellaneous third party hardware sales.
A significant amount of management's available time during the quarter was
devoted to efforts to secure additional funding for 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. The company anticipates that management will continue to be required to
devote significant resources to raising capital.
Cost of revenues for the three months and six months ending November 30, 2000
were $401,694 and $576,638 compared to cost of revenues of $21,589 and $211,509
during the three months and six months ended November 30, 1999. Cost of revenues
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. The increase in cost of revenues was attributed to the number of
units sold and related service costs.
Gross profit for the three months and six months ending November 30, 2000 was
$97,719 and $94,996 compared to gross profit of $1,301 and $36,514 during the
three months and six months ended November 30, 1999. Gross profit for the three
months ended November 30, 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. The cost of the
Control Center operations will decrease as the number of units activated
increases.
Marketing expenses for the three months and six months ending November 30, 2000
was $126,601 and $247,033 compared to $45,498 and $75,865 during the three
months and six months ended November 30, 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 its 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
13
<PAGE> 15
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.
Administrative expenses for the three months and six months ending November 30,
2000 were $344,247 and $540,152 compared to $385,539 and $437,000 during the
three months and six months ended November 30, 1999. Selling and administrative
expenses consist primarily of compensation for personnel and payments to outside
contractors for general corporate functions, including finance, legal fees,
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 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 incurs 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 and six months ending
November 30, 2000 were $117,610 and $225,683 compared to $57,119 and $97,677
during the three months and six months ended November 30, 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
hardware and software products subject to funding. 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 to meet a variety of market opportunities.
Other income and (expense) for the three months and six months ending November
30, 2000 was $(1,769) and $(22,542) compared to $(1,760) and $(1,890) during the
three months and six months ended November 30, 1999. The majority of the
increase during the six months ended November 30, 2000 was due to an exchange of
certain marketable securities held by the Company for goods and services
resulting in a net loss of $19,400 based on the fair market value of marketable
securities on the date of the exchange. Net interest expense consists of
expenses related to the Company's financing obligations, which include
borrowings under equipment loans, short-term bank loans, a factoring agreement
and capital lease obligations.
LIQUIDITY AND CAPITAL RESOURCES
Since inception, the Company has financed its operations primarily through the
private placement of its common stock , loans from shareholders, equipment
financing, lines of credit, short-term loans and deferral of 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 from operations 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 2002 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.
14
<PAGE> 16
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.
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 entered into a factoring agreement with Silicon Valley Bank in June
2000. 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 November 30, 2000, the Company has received advances totaling $140,872
under this factoring agreement with an outstanding balance due the factor of
$74,480 at November 30, 2000. This amount is recorded within notes payable at
November 30, 2000.
The Company also has some fixed asset lease financing agreements that amount to
$21,057. The Company outsources its manufacturing to third parties therefore,
will not be required to invest in manufacturing plant and equipment.
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 add web based servers and telecommunications equipment
to service increases in the customer base. As the number of personnel increases,
the company foresees that it will add computer hardware resources and expand its
primary office facility during the next twelve months. The company will need to
fund higher inventory levels to support the anticipated growth in sales. 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 SIX MONTHS ENDING NOVEMBER 30, 2000
Net cash used in operating activities was $(797,643) for the six months ending
November 30, 2000. Net cash used for operating activities was primarily the
result of a net loss before changes in assets and liabilities of $(940,414),
further decreased by a significant reduction in accounts payable and accrued
liabilities of $(389,035) offset by a decrease in inventory of $215,497, a
decrease in accounts receivable of $11,211, depreciation and loss on disposal of
assets of $39,828 and stock, other assets and notes payable exchanged for goods
and services of $265,270.
Net cash used in investing activities of $8,989 comprised patent application
costs and fixed asset purchases offset by collections on a note receivable of
$10,000.
Net cash provided by financing activities was $913,954 and principally consisted
of proceeds from the private placement of the company's common stock of $835,436
and net proceeds from borrowings from
15
<PAGE> 17
shareholders of $38,882 and net proceeds from borrowings under the factoring
agreement of $74,480, offset by repayments of notes payable of $34,844.
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,
projected break even points, ability to raise capital through 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 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.
16
<PAGE> 18
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
The following 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.
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>
9/13/00 1,000 2.75 $ 2,750.00 -- 1,000 2.75 3/13/02
9/21/00 66,096 1.35 89,229.60 -- 33,048 2.70 9/21/03
9/25/00 5,000 2.75 13,750.00 -- 5,000 2.75 3/25/02
10/03/00 1,000 2.75 2,750.00 -- 1,000 2.75 4/03/02
10/11/00 9,900 1.35 -- 13,394.61 4,950 2.70 10/11/03
10/11/00 4,575 1.35 -- 6,176.00 2,288 -- 10/13/03
10/11/00 20,000 1.35 27,000.00 -- -- -- --
10/13/00 444,445 1.35 580,000.75 20,000.00 222,223 2.70 10/13/03
10/13/00 111,111 1.35 149,999.85 -- 55,556 2.70 10/13/03
10/13/00 14,814 1.35 19,999.00 -- 7,408 2.70 10/13/03
</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
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
See the Index to Exhibits
(b) REPORTS ON FORM 8-K
None
17
<PAGE> 19
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
following persons, in the capacities and on the dates indicated below, have
signed this report.
ELITE LOGISTICS SERVICES, INC.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Joseph D. Smith CEO January 5, 2000
-------------------------------------
Joseph D. Smith,
/s/ Russell A. Naisbitt CFO January 5, 2000
-------------------------------------
Russell A. Naisbitt
</TABLE>
<PAGE> 20
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
3.1 Articles of Incorporation (incorporated by reference to Exhibit 3.1
of Registrant's Form 10SB12G as filed on March 7, 2000).
3.2 Amended (No. 1) Articles of Incorporation (incorporated by reference
to Exhibit 3.2 of Registrant's Form 10SB12G as filed on March 7,
2000).
3.3 Amended (No. 2) Articles of Incorporation (incorporated by reference
to Exhibit 3.3 of Registrant's Form 10SB12G as filed on March 7,
2000).
3.4 Amended (No. 3) Articles of Incorporation (incorporated by reference
to Exhibit 3.4 of Registrant's Form 10SB12G as filed on March 7,
2000).
3.5 Amended (No. 4) Articles of Incorporation (incorporated by reference
to Exhibit 3.5 of Registrant's Form 10SB12G as filed on March 7,
2000).
3.6 Bylaws (incorporated by reference to Exhibit 3.6 of Registrant's
Form 10SB12G as filed on March 7, 2000).
4.1 Specimen Stock Certificate (incorporated by reference to Exhibit 4.1
of Registrant's Form 10SB12G as filed on March 7, 2000).
4.2 Management Services Agreement dated September 1, 2000 by and between
Elite Logistics, Inc and Joseph D. Smith (incorporated by reference
to Exhibit 4.2 of Registrant's Form 10QSB as filed on October 16,
2000).
4.3 Management Services Agreement dated September 1, 2000 by and between
Elite Logistics, Inc and Diana M. Smith (incorporated by reference
to Exhibit 4.3 of Registrant's Form 10QSB as filed on October 16,
2000).
4.4 Management Services Agreement dated September 1, 2000 by and between
Elite Logistics, Inc and Richard L. Hansen (incorporated by
reference to Exhibit 4.4 of Registrant's Form 10QSB as filed on
October 16, 2000).
4.5 Management Services Agreement dated September 1, 2000 by and between
Elite Logistics, Inc and Thien K. Nguyen (incorporated by reference
to Exhibit 4.5 of Registrant's Form 10QSB as filed on October 16,
2000).
4.6 Elite Logistics 2000 Equity Incentive Plan dated March 2, 2000
(incorporated by reference to Exhibit 4.6 of Registrant's Form 10QSB
as filed on October 16, 2000).
4.7 Elite Logistics Services, Inc. 401K Plan dated May 24, 2000
(incorporated by reference to Exhibit 4.7 of Registrant's Form 10QSB
as filed on October 16, 2000).
4.8* Common Stock Purchase Agreement - Koyah
4.9* Investor Rights Agreement - Koyah
4.10* Warrant Agreement - Koyah
10.1 Acquisition Agreement (incorporated by reference to Exhibit 10.1 of
Registrant's Form 10SB12G as filed on March 7, 2000).
10.2 Agreement between the Company and Motorola, Inc. (incorporated by
reference to Exhibit 10.2 of Registrant's Form 10SB12G/A1 as filed
on June 15, 2000.
10.3 Agreement between the Company and Motorola, Inc. (incorporated by
reference to Exhibit 10.3 of Registrant's Form 10SB12G/A1 as filed
on June 15, 2000).
10.4 Distribution Agreement (incorporated by reference to Exhibit 10.4 of
Registrant's Form 10SB12G/A2 as filed on July 11, 2000).
11.1* Computation of Per Share Earnings
99.1 Office Lease (incorporated by reference to Exhibit 99.1 of
Registrant's Form 10SB12G as filed on March 7, 2000).
99.2 Agreement between the Company and Vollmer Public Relations
(incorporated by reference to Exhibit 99.2 of Registrant's Form
10SB12G/A1 as filed on June 15, 2000.
</TABLE>
* Filed Herewith
