As filed with the Securities and Exchange Commission on June 17, 2005
Registration No. 333-123710
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
TO
FORM S-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AUTOINFO, INC.
(Exact name of Registrant as specified in its charter)
Delaware 4731 13-2867481
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)
AutoInfo, Inc.
6413 Congress Avenue, Suite 260
Boca Raton, Florida 33487
(561) 988-9456
(561) 994-8033 Facsimile
(Address, including zip code, and telephone number, including area code,
of Registrant's executive offices)
-----------------------------------------
Harry Wachtel
Chief Executive Officer
6413 Congress Avenue, Suite 260
Boca Raton, Florida 33487
(561) 988-9456
(561) 994-8033 Facsimile
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
-------------------------------------------
Copy to:
Kenneth S. Rose, Esq.
Morse, Zelnick, Rose & Lander, LLP
405 Park Avenue
New York, New York 10022
(212) 838-5030
(212) 838-9190 Facsimile
Approximate date of commencement of proposed sale to the public: As soon
as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, as amended (the "Securities Act"), check the following box. |X|
If the registrant elects to deliver it latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item 11(a)(1)
of this Form, check the following box. |_|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
-----------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
================================================================================
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registraion statement filed with the
Securities and Exchange Commission is effective This prospectus is not an offer
to sell these securities and is not soliciting an offer to buy these securities
in any jurisdiction where the offer or sale is not permitted.
PROSPECTUS (Subject to Completion)
Dated June__, 2005
4,383,333 SHARES
of
COMMON STOCK
AUTOINFO, INC.
--------------
The selling stockholders named in this prospectus, Kinderhook Partners, LP
and Vinoray R. Shah, are offering up to 4,383,333 shares of our common stock
they own. We will not receive any of the proceeds from the sale of the shares.
We will bear all costs relating to the offer and sale of the shares, which we
expect will be approximately $13,000. However, the selling stockholders will pay
any commissions, fees and discounts of underwriters, brokers, dealers or agents.
Each selling stockholder will sell the shares whenever it chooses to do so
at varying prices to be determined at the time of each sale either based upon
prevailing market conditions or at negotiated prices. Each selling stockholder
may sell these shares directly to or through broker-dealers, who may receive
compensation in the form of discounts, concessions or commissions from either
the selling stockholder or the purchasers of the shares or both of them. Brokers
or dealers effecting transactions in these shares should confirm that the shares
are registered under applicable state law or that an exemption from registration
is available.
Our common stock is quoted on the OTC Bulletin Board under the trading
symbol "AUTO.OB." The high and low prices for our common stock on the OTC
Bulletin Board were $0__ and $0.__ on June__, 2005.
See "Risk Factors" beginning on page 6 of this prospectus for the factors
you should consider before buying shares of our common stock.
No underwriter or person has been engaged by us to facilitate the sale of
the shares of common stock in this offering. This offering will continue for up
to 24 months after the accompanying registration statement is declared effective
by the Securities and Exchange Commission or for so long thereafter as sales of
shares offered by the selling stockholder would otherwise be subject to volume
limitations imposed by Rule 144 under the Securities Act.
Neither the Securities and Exchange Commission nor any other regulatory
body has approved these shares or determined that this prospectus is accurate or
complete. It is illegal for anyone to tell you otherwise.
The date of this Prospectus is _________, 2005
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PROSPECTUS SUMMARY
Business overview
Through our wholly-owned subsidiary, Sunteck Transport Co., Inc.
(Sunteck), we are a non-asset based transportation services company. As a
non-asset based provider of brokerage and contract carrier transportation
services, we do not own any equipment and our services are provided through our
strategic alliances with less than truckload, truckload, air, rail, ocean common
carriers and independent owner-operators to service our customers' needs. Our
brokerage services are provided though a network of independent sales agents in
21 states and Canada. Our contract carrier services, which commenced in 2003,
are also provided through a network of independent sales agents in nine states
and 83 independent owner-operators. These services generated gross revenue, net
revenue and net income of approximately $46.5 million, $8.7 million and $1.5
million, respectively, during our most recently completed fiscal year.
Strategy
Our strategy is to continue to expand through affiliations with
independent sales agents and through internal expansion. We intend to seek, on a
selective basis, acquisition of businesses that have product lines or services
which complement and expand our existing services and product lines, and provide
us with strategic distribution locations or attractive customer bases. Our
ability to implement our growth strategy will be dependent on our ability to
identify and affiliate with these new agents on desirable economic terms.
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3
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Contact information
Our principal executive office is located at 6413 Congress Avenue, Suite
260, Boca Raton, Florida 33487, and our telephone number is (561) 988-9456. Our
web address is www.suntecktransport.com. None of the information on our website
is part of this prospectus.
The Offering
Securities offered............................ 4,383,333 shares of common stock.
Shares of common stock to be outstanding after
this offering............................ 31,607,189(1)
Selling Stockholders ......................... Kinderhook Partners, LP and Vinoray R. Shah
Proceeds:..................................... We will not receive any of the proceeds from the
sale of the shares. Although we will not receive
the proceeds from the sale of shares in this
offering, we will pay all of the expenses of the
offering, including, without limitation,
professional fees and printing expenses.
Risk factors:................................. The offering involves a high degree of risk.
Please refer to "Risk Factors" for a description
of the risk factors you should consider.
OTC bulletin board symbol:.................... AUTO.OB
----------
(1) The information contained in this prospectus assumes no exercise of
options outstanding immediately before this offering covering 5,732,372
shares of our common stock.
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4
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Summary Financial Information
The table below sets forth a summary of our statement of operations data
as of March 31, 2005 and 2004, and December 31, 2004, 2003 and 2002.
Three Months Ended
March 31, Years Ended December 31,
(Unaudited) (Audited)
2005 2004 2004 2003 2002
---------------------------------------------------------------------------
Statement of Operations Data: (in thousands, except for share and per share data)
Gross revenue 14,915 8,159 46,492 27,171 18,863
Net revenue 3,067 1,478 8,734 5,076 3,368
Net income 393 176 1,466 1,300 340
Net income per share (basic) $ 0.01 $ 0.01 $ 0.05 $ 0.05 $ 0.01
Net income per share (diluted) $ 0.01 $ 0.01 $ 0.04 $ 0.05 $ 0.01
Weighted average number of
shares outstanding (basic) 31,338,000 30,172,000 30,915,000 27,355,000 27,305,000
Weighted average number of
shares outstanding (diluted) 34,177,000 32,611,000 33,438,000 28,789,000 27,940,000
The table below sets forth a summary of our balance sheet data as of March
31, 2005, and December 31, 2004 and 2003.
March 31 December 31,
(Unaudited) (Audited)
2005 2004 2003
----------- -------- --------
(in thousands)
-------------------------
Balance Sheet Data:
-------------------------
Cash and cash equivalents $ 51 $ 38 $ 133
Accounts receivable 9,557 9,658 4,881
Total assets 11,512 11,795 6,286
Total liabilities 6,667 7,383 4,394
Deficit (14,299) (14,692) (16,158)
Stockholders' equity 4,845 4,412 1,892
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5
RISK FACTORS
This offering involves a high degree of risk. You should carefully
consider the risks described below and the other information in this prospectus,
including our financial statements and the notes to those statements, before you
purchase any shares.
We are dependent upon independent commission sales agents who have direct
relationships with our customers.
A substantial portion of our business is originated by our network of
independent sales representatives. Most of these sales representatives work with
us on a non-exclusive basis. We do not have non-compete or non-solicitation
agreements with some of these representatives. These contracts are typically
terminable upon 10 to 30 days notice by either party and do not always restrict
the ability of a former agent to compete with Sunteck following termination. As
a result, if sales representatives terminate their affiliation with us or direct
their freight business to other logistics providers, our revenue and results of
operations could be adversely affected.
Dependence on third party capacity providers.
We do not own trucks or other transportation equipment and rely on third
party capacity providers, including independent owner operators, unrelated
trucking companies, railroads and air cargo carriers to transport freight for
our customers. We compete with motor carriers and other third parties for the
services of independent owner operators and other third party capacity
providers. A significant decrease in available capacity provided by either our
independent owner operators or other third party capacity providers could have a
material adverse effect on Sunteck, including our results of operations and
revenue.
Decreased demand for transportation services.
The transportation industry historically has experienced cyclical
financial results as a result of slowdowns in economic activity, the business
cycles of customers, price increases by capacity providers, interest rate
fluctuations, and other economic factors beyond Sunteck's control. Certain of
our third party capacity providers can be expected to charge higher prices to
cover increased operating expenses, and our operating income may decline if we
are unable to pass through to our customers the full amount of these higher
transportation costs. If a slowdown in economic activity or a downturn in our
customers' business cycles causes a reduction in the volume of freight shipped
by those customers, our operating results could be materially adversely
affected.
We have limited marketing and sales capabilities and must make sales in
fragmented markets.
Our future success depends, to a great extent, on our ability to
successfully market our services through our network of independent agents. Our
sales and marketing capabilities are more limited than many of our competitors
who have captive internal sales forces and greater financial resources than us.
We cannot assure you that any marketing and sales efforts undertaken on our
behalf will be successful or will result in any significant sales.
Our industry is intensely competitive, which may adversely affect our operations
and financial results.
All our markets are intensely competitive and numerous companies offer
services that compete with our services. We anticipate that competition for our
services will continue to increase. Many of our competitors have substantially
greater capital resources, sales and marketing resources and experience. We
cannot assure you that we will be able to effectively compete with our
competitors in effecting our business expansion plans.
6
We depend on the continued services of our president.
Our future success depends, in part, on the continuing efforts of our
president, Harry Wachtel, who conceived our strategic plan and who is
responsible for executing that plan. The loss of Mr. Wachtel would adversely
affect our business. At this time we do not have any term "key man" insurance on
Mr. Wachtel. If we lose the services of Mr. Wachtel, our business, operations
and financial condition would be materially adversely affected.
We may have difficulties in managing our growth.
Our future growth depends, in part, on our ability to implement and expand
our financial control systems and to expand, train and manage our employee base
and provide support to an expanded customer base. If we cannot manage growth
effectively, it could have a material adverse effect on our results of
operations, business and financial condition. Acquisitions and expansion involve
substantial infrastructure and working capital costs. We cannot assure you that
we will be able to integrate our acquisitions and expansions efficiently.
Similarly, we cannot assure you that we will continue to expand or that any
expansion will enhance our profitability. If we do not achieve sufficient
revenue growth to offset increased expenses associated with our expansion, our
results will be adversely affected.
We must attract and retain qualified personnel.
As we implement our business growth strategy, significant demands will be
placed on our managerial, financial and other resources. One of the keys to our
future success will be our ability to attract and retain highly qualified
marketing, sales and administrative personnel. Competition for qualified
personnel in these areas is intense and we will be competing for their services
with companies that have substantially greater resources than we do. We cannot
assure you that we will be able to identify, attract and retain personnel with
skills and experience necessary and relevant to the future operations of our
business. Our inability to retain or attract qualified personnel in these areas
could have a material adverse effect on our business and results of operations.
We may require additional financing in the future, which may not be available on
acceptable terms.
Depending on our ability to generate revenues, we may require additional
funds to expand Sunteck's business operations and for working capital and
general corporate purposes. Any additional equity financing may be dilutive to
stockholders, and debt financings may involve restrictive covenants that further
limit our ability to make decisions that we believe will be in our best
interests. In the event we cannot obtain additional financing on terms
acceptable to us when required, our ability to expand Sunteck's operations may
be materially adversely affected.
Our principal stockholders have substantial control over our affairs.
As of June 16, 2005, our president, Harry Wachtel was our largest
stockholder, owning approximately 24% of the issued and outstanding shares of
our common stock. Further, James T. Martin owns approximately 20% of the issued
and outstanding shares of our common stock. As a result, either Mr. Wachtel or
Mr. Martin could assert control over our affairs, including the election of
directors and any proposals regarding a sale of the company or its assets or a
merger. In addition, this concentration of ownership could have the effect of
delaying, deferring or preventing a change in control or impeding a merger or
consolidation, takeover or other business combination which you, as a
stockholder, may otherwise view favorably.
7
Our stock price is volatile and could be further affected by events not within
our control.
The market price of our common stock has historically experienced and may
continue to experience significant volatility. For the 52-week period ended June
15, 2005, our closing stock price has ranged from $0.32 to $0.74. On June 15,
2005, our closing stock price was $0.42.
The trading price of our common stock has been volatile and will continue
to be subject to:
o volatility in the trading markets generally;
o significant fluctuations in our quarterly operating results; and
o announcements regarding our business or the business of our
competitors.
Statements or changes in opinions, ratings or earnings estimates made by
brokerage firms or industry analysts relating to the markets in which we operate
or expect to operate could also have an adverse effect on the market price of
our common stock. In addition, the stock market as a whole has from time to time
experienced extreme price and volume fluctuations which have particularly
affected the market price for the securities of many small cap companies and
which often have been unrelated to the operating performance of these companies.
The price of our common stock may be adversely affected by the possible issuance
of shares of our common stock as a result of the exercise of outstanding
options.
We have granted options covering approximately 5.7 million shares of our
common stock. As a result of the actual or potential sale of these shares into
the market, our common stock price may decrease.
Future sales of our common stock may adversely affect our common stock price.
If our stockholders sell a large number of shares of common stock or if we
issue a large number of shares in connection with future acquisitions or
financings, the market price of our common stock could decline significantly. In
addition, the perception in the public market that our stockholders might sell a
large number of shares of common stock could cause a decline in the market price
of our common stock.
Some provisions in our charter documents and bylaws may have anti-takeover
effects.
Our certificate of incorporation and bylaws contain provisions that may
make it more difficult for a third party to acquire us, with the result that it
may deter potential suitors. For example, our board of directors is authorized,
without action of the stockholders, to issue authorized but unissued common and
preferred stock. The existence of authorized but unissued common and preferred
stock enables us to discourage or to make it more difficult to obtain control of
us by means of a merger, tender offer, proxy contest or otherwise.
We have agreed to limitations on the potential liability of our directors.
Our certificate of incorporation provides that, in general, directors will
not be personally liable for monetary damages to the company or our stockholders
for a breach of fiduciary duty. Although this limitation of liability does not
affect the availability of equitable remedies such as injunctive relief or
rescission, the presence of these provisions in the certificate of incorporation
could prevent us from recovering monetary damages.
8
Liquidity on the otc bulletin board is limited, and we may be unable to obtain
listing of our common stock on a more liquid market.
Our common stock is quoted on the OTC Bulletin Board, which provides
significantly less liquidity than a securities exchange (such as the American or
New York Stock Exchange) or an automated quotation system (such as the Nasdaq
National or SmallCap Market). We do not currently meet the minimum trading price
requirement for listing on the Nasdaq SmallCap Market or the American Stock
Exchange. There is uncertainty that we will ever be accepted for a listing on an
automated quotation system or securities exchange.
Our common stock has been thinly traded, and the public market may provide
little or no liquidity for holders of our common stock.
Purchasers of shares of our common stock may find it difficult to resell
their shares at prices quoted in the market or at all. There is currently a
limited volume of trading in our common stock, and on many days there has been
no trading activity at all. Due to the historically low trading price of our
common stock, many brokerage firms may be unwilling to effect transactions in
our common stock, particularly because low-priced securities are subject to an
SEC rule that imposes additional sales practice requirements on broker-dealers
who sell low-priced securities (generally those below $5.00 per share). We
cannot predict when or whether investor interest in our common stock might lead
to an increase in its market price or the development of a more active trading
market or how liquid that market might become.
The application of the "penny stock" rules could adversely effect the market
price of our common stock.
As long as the trading price of our common stock is below $5.00 per share,
the open-market trading of our common stock will be subject to the "penny stock"
rules. The "penny stock" rules impose additional sales practice requirements on
broker-dealers who sell securities to persons other than established customers
and accredited investors (generally those with assets in excess of $1,000,000 or
annual income exceeding $200,000 or $300,000 together with their spouse). For
transactions covered by these rules, the broker-dealer must make a special
suitability determination for the purchase of securities and have received the
purchaser's written consent to the transaction before the purchase.
Additionally, for any transaction involving a penny stock, unless exempt, the
broker-dealer must deliver, before the transaction, a disclosure schedule
prescribed by the Securities and Exchange Commission relating to the penny stock
market. The broker-dealer also must disclose the commissions payable to both the
broker-dealer and the registered representative and current quotations for the
securities. Finally, monthly statements must be sent disclosing recent price
information on the limited market in penny stocks. These additional burdens
imposed on broker-dealers may restrict the ability of broker-dealers to sell the
common stock and may affect a stockholder's ability to resell the common stock.
Stockholders should be aware that, according to Securities and Exchange
Commission Release No. 34-29093, the market for penny stocks has suffered in
recent years from patterns of fraud and abuse. Such patterns include (i) control
of the market for the security by one or a few broker-dealers that are often
related to the promoter or issuer; (ii) manipulation of prices through
prearranged matching of purchases and sales and false and misleading press
releases; (iii) boiler room practices involving high-pressure sales tactics and
unrealistic price projections by inexperienced sales persons; (iv) excessive and
undisclosed bid-ask differential and markups by selling broker-dealers; and (v)
the wholesale dumping of the same securities by promoters and broker-dealers
after prices have been manipulated to a desired level, along with the resulting
inevitable collapse of those prices and with consequent investor losses. Our
management is aware of the abuses that have occurred historically in the penny
stock market. Although we do not expect to be in a position to dictate the
behavior of the market or of broker-dealers who participate in the market,
management will strive within the confines of practical limitations to prevent
the described patterns from being established with respect to our securities.
9
FORWARD-LOOKING STATEMENTS
Some of the statements made in this prospectus discuss future events and
developments, including our future business strategy and our ability to generate
revenue, income and cash flow. In some cases, you can identify forward-looking
statements by words or phrases such as "may," "will," "should," "expects,"
"plans," "anticipates," "believes," "estimates," "predicts," "potential,"
"continue," "our future success depends," "seek to continue," or the negative of
these words or phrases, or comparable words or phrases. These statements are
only predictions that are based, in part, on assumptions involving judgments
about future economic, competitive and market conditions and future business
decisions, all of which are difficult or impossible to predict accurately and
many of which are beyond our control. Actual events or results may differ
materially. In evaluating these statements, you should specifically consider
various facts, including the risks outlined in this "Risk Factors" section.
Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. You are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date on
which they are made. We do not undertake to update any of the forward-looking
statements after the date of this prospectus to conform these statements to
actual results.
USE OF PROCEEDS
All shares of our common stock offered by this prospectus are being
registered for the account of the selling stockholders. We will not receive any
of the proceeds from the sale of these shares.
DIVIDEND POLICY
We have not declared or paid any dividends in the last two years and we do
not intend to pay any dividends in the foreseeable future. We intend to retain
any future earnings for use in the operation and expansion of our business. Any
future decision to pay dividends on common stock will be at the discretion of
our board of directors and will be dependent upon our fiscal condition, results
of operations capital requirements and other factors our board of directors may
deem relevant.
CAPITALIZATION
The following table sets forth our capitalization as of March 31, 2005,
and December 31, 2004 and 2003:
March 31, December 31,
2005 2004 2003
(Unaudited) (Audited)
------------ ------------------------------
Current liabilities:
Loan payable $ 1,753,000 $ 1,998,000 $ 1,046,000
Convertible subordinated debentures -- 575,000
Accounts payable and accrued liabilities 4,914,000 5,385,000 2,773,000
------------ ------------ ------------
Total current liabilities $ 6,667,000 $ 7,383,000 $ 4,394,000
------------ ------------ ------------
Stockholders' Equity
Common stock -- authorized 100,000,000
shares $.001 par value; issued and
outstanding --31,367,000, 31,218,000 and
27,382,923 shares as of March 31, 2005,
10
March 31, December 31,
2005 2004 2003
(Unaudited) (Audited)
------------ ------------------------------
December 31, 2004 and 2003, respectively $ 31,000 $ 31,000 $ 27,000
Current liabilities:
Preferred stock -- authorized 10,000,000
shares$.001 par value; issued and
outstanding --0 shares as of March 31,
2005, December 31, 2004 and 2003,
respectively -- -- --
Other capital 324,000 324,000 --
Deferred compensation (260,000) (277,000) --
Additional paid-in capital 19,049,000 19,026,000 18,023,000
Deficit (14,299,000) (14,692,000) (16,158,000)
------------ ------------ ------------
Total stockholders' equity $ 4,845,000 $ 4,412,000 $ 1,892,000
------------ ------------ ------------
11
PRICE RANGES OF OUR COMMON STOCK
Our common stock is not listed on any stock exchange. Our common stock is
traded over-the-counter on the Over-the-Counter Electronic Bulletin Board under
the symbol "Auto." The following table sets forth the high and low bid
information for the common stock for the periods presented, as reported by the
Over-the-Counter Electronic Bulletin Board. The bid information reflects
inter-dealer prices, without retail mark-up, mark-down or commission, and may
not represent actual transactions.
Year Ended December 31, 2005 High Low
---------------------------- ---- ---
First quarter $0.74 $0.43
Second quarter (through June 15, 2005) $0.60 $0.40
Year Ended December 31, 2004 High Low
---------------------------- ---- ---
First quarter $0.70 $0.28
Second quarter 0.67 0.41
Third quarter 0.51 0.32
Fourth quarter 0.61 0.32
Year Ended December 31, 2003 High Low
---------------------------- ---- ---
First quarter $0.22 $0.14
Second quarter 0.23 0.11
Third quarter 0.37 0.17
Fourth quarter 0.39 0.23
On June 15, 2005, the closing bid price per share for our common stock, as
reported on the OTC Bulletin Board of the National Association of Securities
Dealers, Inc. was $ 0.42. As of June 16, 2005, we had approximately 1,000
beneficial stockholders.
12
SELECTED CONSOLIDATED FINANCIAL DATA
The following is a summary of our selected consolidated financial data for
the years ended December 31, 2004, 2003, 2002, 2001 and 2000. The financial data
has been derived from our audited consolidated financial statements and
accompanying notes. This financial data reflects our acquisition of Sunteck in
December 2000, which was accounted for as a pooling of interest. Accordingly,
all periods presented below have been restated to include the accounts and
operations of Sunteck under continuing operations.
The selected financial data set forth below should be read together with,
and are qualified by reference to, the "Management's Discussion and Analysis of
Financial condition and Results of Operations" section of this report and our
audited consolidated financial statements and accompanying notes included
elsewhere in this report.
000's omitted, except Three Months Ended Years ended December 31,
for per share data March 31, ----------------------------------------------------
2005 2004 2004 2003 2002 2001 2000
------- ------- ------- ------- ------- ------- -------
(Unaudited) (Audited)
Statement of
Operations Data:
Gross revenues $14,915 $ 8,159 $46,492 $27,171 $18,863 $ 8,029 $ 3,389
Net revenues (1) 3,067 6,681 8,734 5,076 3,368 1,567 835
Income (loss) from
continuing
operations 393 176 1,466 1,300 340 (15) (81)
Income from
discontinued
operations -- -- -- -- -- -- 9,471
Net income (loss) $ 393 $ 176 $ 1,466 $ 1,300 $ 340 $ (15) $ 9,390
Basic net income (loss)
per share (2) (3)
From continuing
operations $ .01 $ .01 $ .05 $ .05 $ .01 $ (.00) $ .00
From discontinued
operations -- -- -- -- .51
------- ------- ------- ------- ------- ------- -------
Net income (loss) per
share, basic $ .01 $ .01 $ .05 $ .05 $ .01 $ (.00) $ .51
------- ------- ------- ------- ------- ------- -------
Diluted net income
(loss) per share(2)(3)
From continuing
operations $ .01 $ .01 $ .04 $ .05 $ .01 $ (.00) $ .00
From discontinued
operations -- -- -- -- -- -- .48
------- ------- ------- ------- ------- ------- -------
Net income (loss) per
share, diluted $ .01 $ .01 $ .04 $ .05 $ .01 $ (.00) $ .48
------- ------- ------- ------- ------- ------- -------
13
(1) Net revenues are determined by deducting cost of transportation from gross
revenues. See Management's Discussion and Analysis of Financial Condition
and Results of Operations.
(2) The common stock equivalents for the three months ended March 31, 2005 and
2004 were 2,839,000 and 2,439,000, respectively, and for the years ended
December 31, 2004, 2003, 2002 and 2000 were 2,523,000, 1,434,000, 635,000
and 1,304,000 respectively.
(3) The common stock equivalents for the years ended December 31, 2001 was
30,000. The common stock equivalents for these shares were not included in
the calculation of diluted income (loss) per common share because the
effect would have been antidilutive.
As at December 31,
------------------------------------------------------------
000's omitted As at March 31, 2004 2003 2002 2001 2000
2005 ------------------------------------------------------------
(Unaudited) (Audited)
----------- ------------------------------------------------------------
Balance Sheet Data:
Cash and short term
investments $ 51 $ 38 $ 133 $ 684 $ 898 $ 941
Accounts receivable 9,557 9,658 4,881 2,996 1,358 720
Total assets 11,512 11,795 6,286 3,944 2,458 1,740
Total liabilities 6,667 7,383 4,394 3,356 2,215 1,481
Deficit (14,299) (14,692) (16,158) (17,458) (17,798) (17,784)
Stockholders' equity 4,845 4,412 1,892 588 243 258
14
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Cautionary statement identifying important factors that could cause our
actual results to differ from those projected in forward looking statements.
Readers of this report are advised that this document contains both
statements of historical facts and forward looking statements. Forward looking
statements are subject to certain risks and uncertainties, which could cause
actual results to differ materially from those indicated by the forward looking
statements. Examples of forward looking statements include, but are not limited
to (i) projections of revenues, income or loss, earnings per share, capital
expenditures, dividends, capital structure and other financial items, (ii)
statements of our plans and objectives with respect to business transactions and
enhancement of shareholder value, (iii) statements of future economic
performance, and (iv) statements of assumptions underlying other statements and
statements about our business prospects.
This report also identifies important factors, which could cause actual
results to differ materially from those indicated by the forward looking
statements. These risks and uncertainties include the factors discussed under
the heading "Risk Factors" beginning at page 6 of this prospectus.
The following Management's Discussion and Analysis of Financial Condition
and Results of Operations should be read in conjunction with our financial
statements and the notes thereto appearing elsewhere in this report.
Overview
Overview
Through our wholly-owned subsidiary, Sunteck Transport Co., Inc.
(Sunteck), we are a non-asset based transportation services company, providing
transportation capacity and related transportation services to shippers
throughout the United States, and to a lesser extent, Canada. As a non-asset
based provider of brokerage and contract carrier transportation services, we do
not own any equipment and our services are provided through our strategic
alliances with less than truckload, truckload, air, rail, ocean common carriers
and independent owner-operators to service our customers' needs. Our non-asset
based services include ground transportation coast to coast, local pick up and
delivery, air freight and ocean freight. We have strategic alliances with less
than truckload, truckload, air, rail and ocean common carriers to service our
customers' needs. Our business services emphasize safety, information
coordination and customer service and are delivered through a network of
independent commissioned sales agents and third party capacity providers
coordinated by us. The independent commissioned sales agents typically enter
into non-exclusive contractual arrangements with Sunteck and are responsible for
locating freight and coordinating the transportation of the freight with
customers and capacity providers. The third party capacity providers consist of
independent contractors who provide truck capacity to us, including
owner-operators who operate under our contract carrier license, air cargo
carriers and railroads. Through this network of agents and capacity providers,
Sunteck operates a transportation services business with revenue, net revenue
and net income of approximately $46.5 million, $8.7 million and $1.5 million,
respectively, during our most recently completed fiscal year.
Our brokerage services are provided though a network of independent sales
agents throughout the United States and Canada. Our services include arranging
for the transport of customers' freight from the shippers location to the
designated destination. We do not own any trucking equipment and rely on
independent carriers for the movement of customers' freight. We seek to
establish long-term relationships with our customers and provide a variety of
logistics services and solutions to eliminate inefficiencies in our customers'
supply chain management.
Our contract carrier services, which commenced in 2003, are also provided
through a network of independent sales agents and independent owner-operators
throughout the United States. We do no own any trucking equipment; our
15
independent owner-operators lease onto our operating authority and transport
freight under the Sunteck name.
The most significant factor in our growth during the past two years has
been the expansion of our brokerage services agent network and, in 2003, the
introduction and expansion of our contract carrier services agent and owner
operator network. This growth is readily measured by the number of transactions
we have processed, which increased from 8,300 to 13,300 for the respective three
month periods ended March 31, 2005 and 2004, an increase of 60% and from 30,800
to 43,300 for the respective years ended December 31, 2004 and 2003. The average
revenue dollars per load in our brokerage division increased by 20% in the three
month period ended March 31, 2005 as compared to 2004 as well as for the year
ended December 31, 2004 as compared to 2003. This is the result of several
factors including an increase in truckload business versus less than truckload
at higher per load revenues, the addition of sales agents hauling heavy
equipment at higher per load revenues and, to a lesser degree, a general
increase in prices. The net revenue percentage in our brokerage division
increased by 18% in the three month period ended March 312005 as compared to
2004. This is primarily the result of revenue mix and, to a lesser degree, a
general increase in prices.
During the next twelve months, we plan to continue to offer our brokerage
and contract carrier transportation services and expand our agent network. We
are presently profitable and have adequate available lines of credit to satisfy
our working capital requirements during the next twelve months.
Results of operations
For the three months ended March 31, 2005 and 2004
During the quarter ended March 31, 2005, we continued to implement our
strategic growth business plan consisting primarily of the expansion of client
services, the opening of regional operations centers in key geographical
markets, and the addition of independent sales agents providing brokerage and
contract carrier services. Our net revenues (gross revenues less cost of
transportation) are the primary indicator of our ability to source, add value
and resell service that are provided by third parties and are considered to be
the primary measurement of growth. Therefore, the discussion of the results of
operations below focuses on the changes in our net revenues. The increases in
net revenues and all related cost and expense categories are the direct result
of our business expansion.
16
The following table represents certain statement of operation data as a
percentage of net revenues:
2005 2004
------ ------
Net revenues 100.0% 100.0%
Commissions 61.9% 56.8%
Operating expenses 24.8% 30.4%
Interest expense 1.6% .9%
Income taxes (benefit) (1.1)% (.1)%
Net income 12.8% 11.9%
Revenues
Gross revenues, consisting of freight fees and other related services
revenue, totaled $14,915,000 for the quarter ended March 31, 2005, as compared
with $8,159,000 in the prior year period, an increase of 83%. Net revenues were
$3,067,000 for the quarter ended March 31, 2005, as compared with $1,478,000 in
the prior year period, an increase of 108%. Gross revenues from brokerage
services increased to $12,372,000 from $6,848,000 and net revenues increased to
$2,581,000 from $1,216,000 in the prior year period. This increase is the direct
result of the continued expansion of our agent network and customer base which
resulted in a 51% increase in the number of transactions processed and an
increase of 19% in the average dollars per load. Gross revenues from contract
carrier services increased to $2,543,000 from $1,311,000 and net revenues
increased to $486,000 from $262,000 which is a direct result of a 93% increase
in the number of transactions processed.
Costs and expenses
Commissions totaled $1,900,000 for the quarter ended March 31, 2005, as
compared with $840,000 in the prior year period, an increase of 126%. As a
percentage of net revenues, commissions were 62% for the quarter ended March 31,
2005 as compared with 57% in the prior year period. This increase is the result
of the higher commission rates associated with the expansion of the sales agent
base in our brokerage services.
Operating expenses totaled $760,000 for the quarter ended March 31, 2005,
as compared with $449,000 in the prior year period, an increase of 69%. As a
percentage of net revenues, operating expenses were 25% for the quarter ended
March 31, 2005, as compared with 30% in the prior year period. During 2005, we
moved our headquarters increasing our space to 5,300 square feet. We have
increased administrative staff commensurate with the increase in transaction
volume. We presently have adequate facilities and management to handle the
present and anticipated transaction volume in 2005 without significant increase
in overhead.
Interest expense, which includes fees and other bank charges, was $48,000
for the quarter ended March 31, 2005, as compared with $14,000 in the prior year
period. This increase is primarily the result of increased borrowings pursuant
to our $2.5 million line of credit at an interest rate of prime + 1/2% and an
increase in bank fees as a result of increased transaction volume.
Income tax
The income tax benefit of $34,000 for the quarter ended March 31, 2005
consisted of $177,000 resulting from the anticipated future utilization of an
available federal tax loss carryforward, net of the amortization of deferred tax
benefit
17
of $121,000 and state income taxes of $22,000. The income tax benefit of $1,000
for the quarter ended March 31, 2004 consisted of $70,000 resulting from the
anticipated future utilization of an available federal tax loss carryforward,
net of the amortization of deferred tax benefit of $59,000 and state income
taxes of $10,000. Based upon available objective evidence, including the
Company's post-merger history of profitability, management believes it is more
likely than not that forecasted taxable income will be sufficient to utilize a
portion of the net operating loss carryforward before its expiration in 2014.
Accordingly, as of March 31, 2005, the valuation allowance was reduced by an
additional $177,000.
Net income
Net income totaled $393,000 for the quarter ended March 31, 2005, as
compared with $176,000 in the prior year period. This increase is the direct
result of the increase in revenues due to the continuing expansion of our
operations and the additional recognition on the deferred tax asset of $177,000.
For the year ended December 31, 2004
During the year ended December 31, 2004, we continued to implement our
strategic growth business plan consisting primarily of the expansion of client
services, the opening of regional operations centers in key geographical
markets, the addition of independent sales agents providing brokerage and
contract carrier services. Our net revenues (gross revenues less cost of
transportation) are the primary indicator of our ability to source, add value
and resell services that are provided by third parties and are considered to be
the primary measurement of growth. Therefore, the discussion of the results of
operations below focuses on the changes in our net revenues. The increases in
net revenues and all related cost and expense categories are the direct result
of our business expansion.
The following table represents certain statement of operation data as a
percentage of net revenues:
2004 2003
------ ------
Net revenues 100.0% 100.0%
Commissions 59.3% 58.2%
Operating expenses 28.0% 28.6%
Other charges 1.4% 2.5%
Income taxes (benefit) (5.5)% (14.9)%
Net income 16.8% 25.6%
Revenues
Gross revenues, consisting of freight fees and other related services
revenue, totaled $46,492,000 for the year ended December 31, 2004, as compared
with $27,171,000 in the prior year, an increase of 71%. Net revenues were
$8,734,000 for the year ended December 31, 2004, as compared with $5,076,000 in
the prior year, an increase of 72%. Gross revenues from brokerage services
increased to $36,931,000 from $25,106,000 and net revenues increased to
$7,032,000 from $4,685,000 in the prior year. This increase is the direct result
of the continued expansion of our agent network and customer base which resulted
in a 41% increase in the number of transactions processed and a 21% increase in
the average dollar amount per load. Gross revenues from contract carrier
services, which we began offering in 2003, increased to $9,561,000 from
$2,065,000 and net revenues increased to $1,702,000 from $391,000 in the prior
year.
18
Costs and expenses
Commissions totaled $5,179,000 for the year ended December 31, 2004, as
compared with $2,955,000 in the prior year, an increase of 75%. This increase is
the direct result of the continued expansion of our agent network and customer
base. As a percentage of net revenues, commissions were 59% for the year ended
December 31, 2004 as compared with 58% in the prior year.
Operating expenses totaled $2,449,000 for the year ended December 31,
2004, as compared with $1,450,000 in the prior year. As a percentage of net
revenues, operating expenses were 28% for the year ended December 31, 2004 as
compared with 29% in the prior year. This decrease is the direct result of
management's ability to leverage selling, general and administrative expenses in
connection with business expansion. We have increased administrative staff
commensurate with the increase in transaction volume. In February 2005, we moved
our headquarters increasing our space to 5,300 square feet. We presently have
adequate facilities and management to handle the present and anticipated
transaction volume in 2005 without a significant increase in overhead.
Interest expense was $120,000 for the year ended December 31, 2004 as
compared with $131,000 in the prior year. This decrease is primarily the result
of borrowings pursuant to our line of credit, secured in May 2004 at a interest
rate of prime + 1/2% and the corresponding repayment in May 2003 of the $500,000
loan at an interest rate of 17%, originated in August 2001.
Income tax
The income tax benefit of $480,000 for the year ended December 31, 2004
consisted of a benefit of $873,000 resulting from the anticipated future
utilization of an available federal tax loss carryforward, net of income taxes
of $393,000. The income tax benefit of $754,000 for the year ended December 31,
2003 consisted of $784,000 resulting from the anticipated future utilization of
an available federal tax loss carryforward, net of state income taxes of
$30,000. Based upon available objective evidence, including our post-merger
history of profitability, we believe that it is more likely than not that
forecasted taxable income will be sufficient to utilize a portion of the net
operating loss carryforward before its expiration in 2014. Accordingly, in 2004
the valuation allowance was reduced by $873,000.
Net income
Net income totaled $1,466,000 for the year ended December 31, 2004, as
compared with $1,300,000 in the prior year. This increase is the direct result
of the increase in revenues due the continuing expansion of our operations
resulting in an increase in income before income taxes of $440,000 offset by the
net decrease in the recognition on the deferred tax asset of $247,000 and the
increase in state income taxes of $27,000.
For the year ended December 31, 2003
During the year ended December 31, 2003, we continued to implement our
strategic growth business plan consisting primarily of the expansion of client
services, the opening of regional operations centers in key geographical
markets, the addition of independent sales agents providing brokerage and
contract carrier services. Our net revenues (gross revenues less cost of
transportation) are the primary indicator of our ability to source, add value
and resell service that are provided by third parties and are considered to be
the primary measurement of growth. Therefore, the discussion of the results of
operations below focuses on the changes in our net revenues. The increases in
net revenues and all related cost and expense categories are the direct result
of our business expansion.
The following table represents certain statement of operation data as a
percentage of net revenues:
19
2003 2002
------ ------
Net revenues 100.0% 100.0%
Commissions 58.2% 54.2%
Operating expenses 28.6% 31.4%
Other charges 2.5% 3.8%
Income taxes (benefit) (14.9)% .5%
Net income 25.6% 10.1%
Revenues
Gross revenues, consisting of freight fees and other related services
revenue, totaled $27,171,000 for the year ended December 31, 2003, as compared
with $18,863,000 in the prior year, an increase of 44%. Net revenues were
$5,076,000 for the year ended December 31, 2003, as compared with $3,368,000 in
the prior year, an increase of 51%. Gross revenues from brokerage services
increased to $25,106,000 from 18,863,000 and net revenues increased to
$4,685,000 from $3,368,000 in the prior year. This increase is the direct result
of the continued expansion of our agent network and customer base. Gross
revenues from contract carrier services, which we began offering in 2003, were
$2,065,000 and net revenues were 391,000. A significant portion of these
revenues and earnings occurred in the fourth quarter. The total net revenue
growth was 51% as compared with the gross revenue increase of 44% is the result
of higher margins in our contract carrier division and the general mix of
business at higher margins generated by our expanded sales agent base.
Costs and expenses
Commissions totaled $2,955,000 for the year ended December 31, 2003, as
compared with $1,827,000 in the prior year, an increase of 51%. As a percentage
of net revenues, commissions were 58.2% for the year ended December 31, 2003 as
compared with 54.2% in the prior year. This increase is the direct result of
higher commission rates paid to sales agents related to competition for
attracting new sales agent pursuant to our business expansion model.
Operating expenses totaled $1,450,000 for the year ended December 31,
2003, as compared with $1,057,000 in the prior year. As a percentage of net
revenues, operating expenses were 28.6% for the year ended December 31, 2003 as
compared with 31.4% in the prior year. This decrease is the direct result of
management's ability to leverage selling, general and administrative expenses in
connection with business expansion. During 2003, we moved our headquarters
increasing our space to 2,350 square feet. We have increased administrative
staff commensurate with the increase in transaction volume. We presently have
adequate facilities and management to handle the present and anticipated
transaction volume in 2004 without significant increase in overhead.
Investment income, primarily consisting of the gain on the sale of
marketable securities and dividend and interest income, yielded a gain of $6,000
for the year ended December 31, 2003, as compared to $26,000 in the prior year.
This decrease is the direct result of the sale of substantially all marketable
securities during the year ended December 31, 2002.
Interest expense was $131,000 for the year ended December 31, 2003 as
compared with $154,000 in the prior year. This decrease is primarily the result
of borrowings pursuant to our $1.5 million line of credit, secured in May 2003
at a interest rate of prime + 1/2% and the corresponding repayment in May 2003
of the $500,000 loan at an interest rate of 17%, originated in August 2002.
20
Income tax
The income tax benefit of $754,000 for the year ended December 31, 2003
consisted of $784,000 resulting from the anticipated future utilization of an
available federal tax loss carryforward, net of state income taxes of $30,000.
Based upon available objective evidence, including the Company's post-merger
history of profitability, management believes it is more likely than not that
forecasted taxable income will be sufficient to utilize a portion of the net
operating loss carryforward before its expiration in 2014. Accordingly, in 2003
the valuation allowance was reduced by $784,000. Income taxes of $16,000 for the
year ended December 31, 2002 related to the operating results net of the benefit
of the utilization of net operating loss carryforwards.
Net income
Net income totaled $1,300,000 for the year ended December 31, 2003, as
compared with $340,000 in the prior year. This increase is the direct result of
the increase in revenues due the continuing expansion of our operations and the
recognition on the deferred tax asset of $784,000.
Trends and uncertainties
The transportation industry is highly competitive and highly fragmented.
In our brokerage services, our primary competitors are other non-asset based as
well as asset based third party logistics companies, freight brokers, carriers
offering logistics services and freight forwarders. In our contract carrier
services, our competitors are other contract carriers and common carriers. We
also compete with customers' and shippers' internal traffic and transportation
departments as well as carriers internal sales and marketing departments
directly seeking shippers' freight. We anticipate that competition for our
services will continue to increase. Many of our competitors have substantially
greater capital resources, sales and marketing resources and experience. We
cannot assure you that we will be able to effectively compete with our
competitors in effecting our business expansion plans. The most significant
trend contributing to our growth during the past two years has been the
expansion of our brokerage services agent network and, in 2003, the introduction
and expansion of our contract carrier agent and owner operator network. Sales
agents are independent contractors and, as such, there are no assurances that we
can either maintain our existing agent network or continue to expand this
network.
For the year ended December 31, 2004, we increased gross revenues from
$27.2 million to $46.5 million and had net income of $1,466,000 as compared with
$1,300,000 in the prior year. As of December 31, 2004, we had an accumulated
deficit of $14.7 million.
For the quarter ended March 31, 2005, we increased gross revenues from
$8.2 million to $14.9 million and had net income of $393,000 as compared with
$176,000 in the prior year. As of March 31, 2005, we had an accumulated deficit
of $14.3 million. Factors that could adversely affect our operating results
include:
o the success of Sunteck in expanding its business operations; and
o changes in general economic conditions.
Depending on our ability to generate revenues, we may require additional
funds to expand Sunteck's business operations and for working capital and
general corporate purposes. Any additional equity financing may be dilutive to
stockholders, and debt financings may involve restrictive covenants that further
limit our ability to make decisions that we believe will be in our best
interests. In the event we cannot obtain additional financing on terms
acceptable to us
21
when required, our ability to expand Sunteck's operations may be materially
adversely affected.
Liquidity and capital resources
During the past two years, our sources for cash have been the cash flow
generated from operations and available borrowings under lines of credit.
At March 31, 2005 and December 31, 2004, we had outstanding $1,753,000 and
$1,998,000, respectively, pursuant to our $2,500,000 line of credit. The line of
credit, obtained from a bank in May 2003, is subject to the maintenance of
certain financial covenants, is secured by accounts receivable and other
operating assets, and matures in June 2005. We believe that we have sufficient
working capital to meet our short-term operating needs and that we will be able
to increase, extend or replace the line of credit on terms acceptable to us.
At March 31, 2005 and December 31, 2004, we had liquid assets of
approximately $51,000 and $38,000, respectively. Available cash is used to
reduce borrowings on our line of credit.
The total amount of debt outstanding as of March 31, 2005 and 2004 was
$1,753,000 and $369,000, respectively, and the total amount of debt outstanding
as of December 31, 2004 and 2003 was $1,998,000 and $1,621,000, respectively.
The following tables present our debt instruments and their weighted average
interest rates as of March 31, 2005 and 2004, and December 31, 2004 and 2003,
respectively:
Weighted
Weighted Average
As of March 31, Balance Average Rate Balance Rate
-----------------------------------------------------
2005 2004
-----------------------------------------------------
Line of Credit $1,753,000 6.0% $ 369,000 4.5%
Weighted
Weighted Average
As of December 31, Balance Average Rate Balance Rate
-----------------------------------------------------
2005 2004
-----------------------------------------------------
Subordinated Debt -- -- $ 575,000 12.0%
Line of Credit $1,998,000 5.2% $1,046,000 4.5%
Inflation and changing prices had no material impact on our revenues or
the results of operations for the three months ended March 31, 2005 or for the
year ended December 31, 2004.
In January 2004, we sold 1,333,333 shares of our common stock for cash
proceeds of $417,000. Simultaneously, in a related transaction, our 12%
convertible debentures were converted into 2,300,000 shares of common stock. The
result of these transactions was an increase in cash of $417,000, a decrease in
debt of $575,000 and an increase in equity of $1,017,000. The cash proceeds of
$417,000 were used to reduce the outstanding balance under our line of credit.
22
Critical Accounting Policies
Preparation of our financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Note 1 of the Notes to Financial Statements
includes a summary of the significant accounting policies and methods used in
the preparation of our financial statements. The most significant areas
involving management estimates and assumptions are described below. Actual
results could differ materially from management's estimates under different
assumptions or conditions.
Revenue Recognition
As a third party transportation logistics provider, we act as the
shippers' agent and arrange for a carrier to handle the freight. Gross revenues
consist of the total dollar value of services purchased by shippers. Revenue is
recognized upon the delivery of freight, at which time the related
transportation cost, including commission, is also recognized. At that time, our
obligations are completed and collection of receivables is reasonably assured.
Emerging Issues Task Force No. 99-19, "Reporting Revenues Gross as a
Principal Versus Net as an Agent" (EITF 99-19), establishes criteria for
recognizing revenues on a gross or net basis. We are the primary obligor in our
transactions, have all credit risk, maintain substantially all risk and rewards,
have discretion in selecting the supplier, and latitude in pricing decisions.
Accordingly, we record all transactions at the gross amount, consistent with the
provisions of EITF 99-19.
Income Taxes
The deferred tax asset represents expected future tax savings resulting
from our net operating loss carryforward. As of December 31, 2004, we had a net
operating loss carryforward of approximately $16.5 million for federal income
tax purposes which expire through 2014. Utilization of this benefit is primarily
subject to the extent of our future earnings, and may be limited by, among other
things, shareholder changes, including the possible issuance of additional
shares in one or more financing or acquisition transactions. We have established
a valuation allowance for the portion of possible tax savings not likely to be
realized by the end of the carryforward period.
Provision For Doubtful Accounts
We continuously monitor the creditworthiness of our customers and have
established an allowance for amounts that may become uncollectible in the future
based on current economic trends, our historical payment and bad debt write-off
experience, and any specific customer related collection issues.
Recently Issued Accounting Pronouncements
In December 2004, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 123R, "Share-Based Payment"
(SFAS 123R), replacing SFAS 123 and superseding Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees" (APB 25). SFAS 123R
requires public companies to recognize compensation expense for the cost of
awards of equity compensation effective July 1, 2005. This compensation cost
will be measured as the fair value of the award estimated using an
option-pricing model on the grant date. The Company is currently evaluating the
various transition provisions under SFAS 123R and will adopt SFAS 123R effective
July 1, 2005, which is expected to result in increased compensation expense in
future periods.
In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary
Assets - an Amendment of APB No. 29" (SFAS 153). The amendments made by SFAS 153
are based on the principle that exchanges of nonmonetary assets should be
measured based on the fair value of the assets exchanged. Further, the
amendments
23
eliminate the narrow exception for nonmonetary exchanges of similar productive
assets and replace it with a broader exception for exchanges of nonmonetary
assets that do not have "commercial substance." This standard is effective for
nonmonetary asset exchanges occurring after July 1, 2005. The adoption of this
standard is not expected to impact the Company's consolidated financial
statements.
Off-balance sheet arrangements
We do not have any off-balance sheet arrangements.
Contractual Obligations
==============================================================================================================================
Payments due by period
===========================================================================
Contractual Obligations Total Less than 1 1-3 years 3-5 years More than 5
year years
==============================================================================================================================
[Long-Term Debt Obligations]
==============================================================================================================================
[Capital (Finance) Lease Obligations]
==============================================================================================================================
[Operating Lease Obligations] $ 364,000 $ 62,000 $ 141,000 $ 138,000 $ 23,000
==============================================================================================================================
[Line of Credit] 1,998,000 1,998,000
==============================================================================================================================
[Purchase Obligations]
==============================================================================================================================
[Other Long-Term Liabilities Reflected on the
Company's Balance Sheet under the GAAP of
the primary financial statements]
==============================================================================================================================
Total $2,362,000 $2,060,000 $ 141,000 $ 138,000 $ 23,000
==============================================================================================================================
24
BUSINESS
Overview
Through our wholly-owned subsidiary, Sunteck Transport Co., Inc.
(Sunteck), we are a non-asset based transportation services company, providing
transportation capacity and related transportation services to shippers
throughout the United States, and to a lesser extent, Canada. Our non-asset
based services include ground transportation coast to coast, local pick up and
delivery, air freight and ocean freight. We have strategic alliances with less
than truckload, truckload, air, rail and ocean common carriers to service our
customers' needs. Our business services emphasize safety, information
coordination and customer service and are delivered through a network of
independent commissioned sales agents and third party capacity providers
coordinated by us. The independent commissioned sales agents typically enter
into contractual arrangements with Sunteck and are responsible for locating
freight and coordinating the transportation of the freight with customers and
capacity providers. The third party capacity providers consist of independent
contractors who provide truck capacity to us, including owner-operators who
operate under our contract carrier license, air cargo carriers and railroads.
Through this network of agents and capacity providers, Sunteck operates a
transportation services business with revenue of approximately $46.5 million
during our most recently completed fiscal year.
Our brokerage services are provided though a network of independent sales
agents. As of February 22, 2005, we had 12 regional operating centers providing
brokerage services and representatives in 21 states and Canada. Our services
include arranging for the transport of customers' freight from the shippers
location to the designated destination. We do not own any trucking equipment and
rely on independent carriers for the movement of customers' freight. We seek to
establish long-term relationships with our customers and provide a variety of
logistics services and solutions to eliminate inefficiencies in our customers'
supply chain management.
Our contract carrier services, which commenced in 2003, are also provided
through a network of independent sales agents. We do no own any trucking
equipment and have a network of independent owner-operators who lease onto our
operating authority and transport freight under the Sunteck name. As of February
22, 2005, we had seven regional operating centers providing contract carrier
services, representatives in nine states and 83 independent owner-operators.
Strategy
Our strategy is to continue to expand through affiliations with
independent sales agents and through internal expansion. We have been successful
at expanding our brokerage sales agent network and now have representatives in
21 states and Canada as compared to 15 states and Canada in March of 2004. We
have also been successful in starting and expanding our contract carriers
services as evidenced by the growth in owner operators to 83 from 43 in March
2004. In addition, we have experienced internal expansion as many of our
existing agents have expanded their customer base and increased the number of
transactions generated. We intend to seek, on a selective basis, acquisition of
businesses that have product lines or services which complement and expand our
existing services and product lines, and provide us with strategic distribution
locations or attractive customer bases. Our ability to implement our growth
strategy will be dependent on our ability to identify and affiliate with these
agents on desirable economic terms.
Company background
AutoInfo, Inc. was organized under the laws of the State of New York in
1976 and reincorporated under the laws of Delaware in 1987. On February 2, 2000,
we filed a disclosure statement and reorganization plan pursuant to Chapter 11
of Title 11 of the United States Bankruptcy Code.
On June 22, 2000, we entered into a Merger Agreement with Sunteck in
exchange for, upon closing, ten million shares of our common stock, which
constituted approximately 37% of our proposed outstanding common stock under our
25
Chapter 11 reorganization plan.
On June 27, 2000, our Amended Disclosure Statement and Amended Plan of
Reorganization were approved by the Bankruptcy Court.
On August 1, 2000, we announced that the Reorganization Plan had been
confirmed and would become effective, without further action by the Bankruptcy
Court, upon the closing of the Sunteck merger, which occurred in December 2000.
The industry
Prior to the mid 1980's, the trucking industry was regulated by the
Interstate Commerce Commission. Deregulation brought new breath and life to the
industry. This also brought with it the problem of how to navigate the
transportation highway. Shippers found it difficult to locate carriers and
carriers found that it was expensive to find freight. Enter the third party
transportation providers-intermediaries (freight brokers, freight forwarders and
logistics providers). The third party intermediary connects the shipper and the
carrier and helps manage the flow of goods.
The present market for freight moved by truck is estimated by management
to exceed $200 billion per year. This is a highly fragmented industry comprised
of common carriers - contract carriers - freight forwarders and freight brokers.
The actual movement of goods is accomplished by trucking (consisting of
local, over the road, truckload, and less than truckload shipments); air freight
(time sensitive in nature); rail freight (non time sensitive in nature and
usually less expensive than truck); and ocean freight (generally in
containerized ships). Other services provided include warehousing and
distribution.
There are several trends which are relevant to the continued dependency
upon and growth of the trucking industry:
o Just in time service With new technology and a premium on cost
savings, businesses are able to maintain
smaller inventories, thereby reducing
carrying costs and warehouse space
requirements. The impact on the freight
industry is more shipments of smaller
quantities that are more time sensitive
and, therefore, more costly.
o Outsourcing Companies have found it to be more cost
effective and efficient to eliminate
company owned truck fleets and rely upon
others to handle their trucking and
shipping needs.
o Logistics Small to medium size businesses, with less
frequent shipping requirements, utilize
logistics providers (freight brokers,
etc.) to manage all aspects of the
transportation, warehousing and delivery
needs.
The market for third party logistics providers is highly fragmented. It is
comprised primarily of full service logistics providers, freight brokers,
independent sales agents and sales representatives. Sales agents often work out
of home based offices or small regional sales offices and affiliate themselves
with full service brokers to provide back office services including load
dispatching, bonding and licensing, billing, collection and other administrative
services. Sales representatives vary from experienced people with years of
freight industry experience and established client relationships to
telemarketing personnel cold calling shippers and dispatchers.
26
Third party logistics companies provide numerous services to clients on an
outsourced basis, by contract and on demand. The continued growth of this
industry has created secondary market opportunities to provide low-cost delivery
to the endpoint, in addition to supply chain services of warehousing, inventory
management and electronic interface with customers and suppliers. Third party
logistics companies provide customized domestic and international freight
transportation of customers' goods and packages, via truck, rail, airplane and
ship, and provide warehousing and storage of those goods. Many companies utilize
information systems and expertise to reduce inventories, cut transportation
costs, speed delivery and improve customer service. The third-party logistics
services business has been bolstered in recent years by the competitiveness of
the global economy, which causes shippers to focus on reducing handling costs,
operating with lower inventories and shortening inventory transit times. Using a
network of transportation, handling and storage providers in multiple
transportation modes, third-party logistics services companies seek to improve
their customers' operating efficiency by reducing their inventory levels and
related handling costs. Many third-party logistics service providers are
non-asset-based, primarily utilizing physical assets owned by others in multiple
transport modes.
The third-party logistics services business increasingly relies upon
advanced information technology to link the shipper with its inventory and as an
analytical tool to optimize transportation solutions. This trend favors the
larger, more professionally managed companies that have the resources to support
a sophisticated information technology infrastructure. By outsourcing all
non-core business services to third party providers, companies can help to
control costs, eliminate staff and focus on internal business.
Operations and systems
In our brokerage services, we process approximately 3,300 freight orders
per month. Our sales agents in our 12 regional operating centers and
representatives in 21 states and Canada receive customers' freight requirements
daily. All agents make appropriate carrier arrangements for the pick-up and
timely delivery of customers' freight.
In our contract carrier services, we process approximately 1,000 freight
orders per month. Our sales agents in our seven regional operating centers and
representatives in nine states receive customers' freight requirements daily
and, utilizing their respective owner-operators, make appropriate carrier
arrangements for the pick-up and timely delivery of customers' freight. In
addition, utilizing various sources including numerous internet based freight
posting boards, our agents locate additional freight to maximize utilization of
available capacity and minimize deadhead miles, or miles driven generating
little or no revenue. A typical owner-operator will generate $2,500 per week in
revenues.
Our sales agents vary in level of experience from agents with years of
freight industry experience and established client relationships to a more
limited number of inexperienced telemarketing and operations personnel working
under the direct supervision and training of experienced sales agents and
dispatchers.
We rely exclusively on independent third parties for our hauling capacity.
These third party capacity providers consist of our independent owner-operators,
unrelated trucking companies, air cargo carriers and railroads. Our use of
capacity provided by our independent owner-operators, and other third party
capacity providers allows us to maintain a lower level of capital investment,
resulting in lower fixed costs.
We utilize a state-of-the-art proprietary internet based order entry
system. All agents access our web-based platform and orders are entered into a
customized traffic management system, which enables us to monitor the status of
all orders, generate customer billing and provide detailed transactional reports
in our Florida corporate headquarters. We use these reports to monitor customer
logistics and transportation usage, track customer and carrier historical data,
generate detailed financial and accounting data and provide our customers with
details of their supply chain activity. We maintain dual off-site storage and
back up faculties to insure data integrity and safety.
27
Suppliers
We use the services of various third party transportation companies.
During 2004, no significant third party provider handled more than 10% of our
shipping volume (measured by revenue).
Customers
We strive to establish long-term customer relationships and, by providing
a full range of logistics and supply chain services, we seek to increase our
level of business with each customer. We service customers ranging from Fortune
100 companies to small businesses in a variety of industries. During 2004, no
customer accounted for more than 10% of our revenues. We typically receive
credit applications from all customers, review credit references and perform
credit checks to ensure credit worthiness.
Sunteck has achieved revenue growth through the addition of independent
sales agents, the opening of new operations offices, an increase in the number
of customers serviced, and the expansion of logistics and supply chain services
we provide.
Each operations office markets our full range of supply chain services to
existing customers and pursues new customers within their local markets. We
build new customer relationships by exploiting our range of logistics and supply
chain services, the traffic lanes we commonly service, carrier relationships and
capabilities, our industry specific expertise and our sales agents individual
knowledge and experience.
Our growth model is focused on adding sales agents in strategic markets.
As this agent network is further established and expanded, we believe that
significant other opportunities will emerge. Larger sales agents offices often
have their own equipment (truck space), which presents the opportunity to
maximize available freight and load capacity thereby increasing gross margins
above historical levels. In addition, sales representatives will be added to
regional operating office sales agent locations to increase market penetration.
Since representatives work on a commission basis, this expansion essentially
comes at no additional overhead outlay.
Significant opportunities for expansion and growth also include strategic
alliances with other service freight broker groups. This strategy will enable us
to achieve strong regional penetration into new geographical markets and
increase back office capabilities to service the agent network.
Competition
The transportation industry is highly competitive and highly fragmented.
In our brokerage services, our primary competitors are other non-asset based as
well as asset based third party logistics companies, freight brokers, carriers
offering logistics services and freight forwarders. In our contract carrier
services, our competitors are other contract carriers and common carriers. We
also compete with customers' and shippers' internal traffic and transportation
departments as well as carriers internal sales and marketing departments
directly seeking shippers' freight. We generally compete on the basis of price
and the range of logistics and supply chain services offered.
Government regulation
Our industry has long been subject to government legislation and
regulation. Over the years, many changes in these laws and regulations have
affected the industry and caused changes in the operating practices and the cost
of providing transportation services. We cannot predict what effect, if any,
legislative and regulatory changes may have on the industry in the future.
We are licensed by the United States Department of Transportation (DOT) as
a broker arranging the movement
28
of materials by motor carrier. In this capacity, we are required to meet certain
qualifications to enable us to conduct business, which includes the compliance
with certain surety bond requirements. We are also licensed by the DOT as a
contract carrier arranging the movement of materials by motor carrier. In this
capacity, we are required to meet certain qualifications to enable us to conduct
business, which includes the maintenance of $1,000,000 of general liability
insurance and $100,000 of cargo insurance.
If we fail to comply with, or lose, any required licenses, governmental
regulators could assess penalties or issue a cease and desist order against our
operations that are not in compliance.
Risk and liability
In our brokerage services, we do not assume liability for loss or damage
to freight; we act as the shipper's agent and arrange for a carrier to handle
the freight. Therefore, we do not take possession of the shipper's freight and,
accordingly, we are not liable for the carrier's negligence or failure to
perform. We do assist our customers in the processing and collection of any
claim. The Federal Highway Administration requires us to maintain a surety bond
of $10,000, which is intended to show our financial responsibility and provide
surety for the arrangements with shippers and carriers. In addition, we maintain
$100,000 of contingent cargo liability insurance.
In our contract carrier services business, we are liable for loss or
damage to our customers' freight. We maintain cargo liability insurance coverage
with a policy limit of $100,000 per occurrence. We have not incurred any
material losses to date. Any such losses in excess of insurance limits would be
accounted for as incurred for financial reporting purposes.
Intellectual property
"AUTOINFO" is our registered trademark and service mark.
Employees
As of June 16, 2005, we had 185 full-time employees, independent sales
agents and owner-operators. None of our employees are represented by a labor
union and we believe that our relationship with our employees, agents and
owner-operators is good.
Available information
Our website address is www.suntecktransport.com. We are not including the
information contained on our website as part of, or incorporating it by
reference into, this prospectus. We make available free of charge through our
website our annual report on Form 10-KSB, quarterly reports on Form 10-QSB,
current reports on Form 8-K, Forms 3, 4 and 5, and all amendments to those
reports as soon as reasonably practicable after such material is electronically
filed with or furnished to the Securities and Exchange Commission.
In connection with the shares offered by this prospectus, we have filed a
registration statement on Form S-2 under the Securities Act with the SEC. This
prospectus, filed as part of the registration statement, does not contain all of
the information included in the registration statement and the accompanying
exhibits and schedules. For further information with respect to our shares and
us you should refer to the registration statement and the accompanying exhibits
and schedules.
29
The public may read and copy any materials we file with the SEC, including
a copy of the registration statement and the accompanying exhibits, at the SEC's
Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. The
public may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that
contains reports, proxy and information statements, and other information
regarding issuers such as us that file electronically with the SEC. The website
address is www.sec.gov.
Properties
We lease approximately 5,300 square feet of space for our executive
offices and the headquarters of Sunteck at 6413 Congress Avenue, Boca Raton,
Florida. This lease runs through April 2010 and provides for aggregate rent
payments of $57,000 for the thirteen months ending February 2006, $61,000 for
the thirteen months ending March 2007, $65,000 for the thirteen months ending
April 2008, $68,000 for the twelve months ended April 2009 and $71,000 for the
twelve months ended April 2010. We lease 1,100 square feet for our operating
office at 315 Main Street, Pineville, North Carolina. The lease runs through
February 2008 and provides for an annual rental of $13,000. Our regional offices
are not owned or leased by us; they are owned or leased and operated by our
independent sales agents.
Legal proceedings
We are not a party to any material legal proceedings.
30
MANAGEMENT
Executive officers and directors
The following table sets forth the names, ages and positions of our
directors, executive officers and key employees:
Name Age Position
---- --- --------
Peter C. Einselen 65 Director
Thomas C. Robertson 59 Director
Harry Wachtel 47 President, chief executive officer and director
Mark Weiss 45 National account executive and director
William Wunderlich 57 Chief financial officer
PETER C. EINSELEN has been a director since January 1999. Mr. Einselen has
been an account executive since 1990 and served as senior vice president from
1990 to 2001 of Anderson & Strudwick, a brokerage firm,. From 1983 to 1990, Mr.
Einselen was employed by Scott and Stringfellow, Incorporated, a brokerage firm.
THOMAS C. ROBERTSON has been a director since January 1999. Mr. Robertson
has been senior vice president since 2004 and was president, chief financial
officer and a director from 1988 to 2004 of Anderson & Strudwick, a brokerage
firm. Mr. Robertson has been president of Gardner & Robertson, a money
management firm, since 1997.
HARRY WACHTEL joined us in conjunction with the acquisition of Sunteck and
has been a director, and our president and chief executive officer since
December 7, 2000. Since 1997, he has been president of Sunteck. From 1992 to
1997, he served as vice president of sales and marketing for Pioneer Services,
Inc., a third party, non-asset based transportation logistics provider. From
1990 to 1991 he served as president of Guaranteed Federal Financial, a mortgage
origination company.
MARK WEISS joined us in conjunction with the acquisition of Sunteck and
has been a director since December 7, 2000. Since 1997, he has been employed by
Sunteck as a national account executive. From 1994 to 1997 he served as a
national account executive for Pioneer Services, Inc., a third party, non-asset
based transportation logistics provider. From 1982 to 1994 he was president of
The Picture Place Ltd. Inc., a retailer and wholesaler of photographic, video
and art equipment and supplies. Mr. Weiss is the brother-in-law of Mr.
Wunderlich, our executive vice president and chief financial officer.
WILLIAM WUNDERLICH joined us in October 1992 as our vice president -
finance, became chief financial officer in January 1993, president in January
1999 and, in conjunction with the acquisition of Sunteck, became executive vice
president in December 2000. From 1990 to 1992, he served as vice president of
Goldstein Affiliates, Inc., a public adjusting company. From 1981 to 1990, he
served as executive vice president, chief financial officer and a director of
Novo Corporation, a manufacturer of consumer products. Mr. Wunderlich is a
Certified Public Accountant with a B.A. degree in Accounting and Economics from
the City University of New York at Queens College. Mr. Wunderlich is the
brother-in-law of Mr. Weiss, one of our directors.
31
Compensation of directors
We do not pay any directors' fees. Directors are reimbursed for the costs
relating to attending board and committee meetings. During 2003, each
non-employee director was granted options to purchase a total of 77,500 shares
of our common stock at prices ranging from $0.11 to $0.24 per share, the fair
market value on the date of grant.
Committees of the board of directors
Our board of directors has an audit committee and a compensation
committee. The audit committee reviews the scope and results of the audit and
other services provided by our independent accountants and our internal
controls. The compensation committee is responsible for the approval of
compensation arrangements for our officers and the review of our compensation
plans and policies. Each committee is comprised of Messrs. Einselen and
Robertson, our non-employee independent outside directors.
Audit committee matters
Under its charter, the Audit Committee must pre-approve all engagements of
our independent auditor unless an exception to such pre-approval exists under
the Securities Exchange Act of 1934 or the rules of the Securities and Exchange
Commission. Each year, the independent auditor's retention to audit our
financial statements, including the associated fee, is approved by the committee
before the filing of the preceding year's annual report on Form 10-KSB. At the
beginning of the fiscal year, the Audit Committee will evaluate other known
potential engagements of the independent auditor, including the scope of the
work proposed to be performed and the proposed fees, and approve or reject each
service, taking into account whether the services are permissible under
applicable law and the possible impact of each non-audit service on the
independent auditor's independence from management. At each subsequent committee
meeting, the committee will receive updates on the services actually provided by
the independent auditor, and management may present additional services for
approval. Typically, these would be services such as due diligence for an
acquisition, that would not have been known at the beginning of the year
Since the May 6, 2003 effective date of the Securities and Exchange
Commission rules stating that an auditor is not independent of an audit client
if the services it provides to the client are not appropriately approved, each
new engagement of Dworken, Hillman, LaMorte & Sterczala, P.C. was approved in
advance by the Audit Committee, and none of those engagements made use of the de
minimus exception to pre-approval contained in the Commission's rules.
Our Board has determined that the Chairman of the Audit Committee, Mr.
Robertson, is an "audit committee financial expert," as that term is defined in
Item 401(e) of Regulation B, and "independent" for purposes of current and
recently-adopted Nasdaq listing standards and Section 10A(m)(3) of the
Securities Exchange Act of 1934.
32
REPORT OF COMPENSATION COMMITTEE
To the Board of Directors:
Compensation policies applicable to executive officers
The purpose of the Company's executive compensation program is to attract,
retain and motivate qualified executives to manage the business of the Company
so as to maximize profits and shareholder value. Executive compensation in the
aggregate is made up principally of the executive's annual base salary, a bonus
based upon operating earnings, a discretionary bonus which may be awarded by the
Company's Compensation Committee and awards of Company stock or stock options
under the Company's Stock Option Plans. The Company's Compensation Committee
annually considers and makes recommendations to the Board of Directors as to
executive compensation including changes in base salary, bonuses and awards of
Company stock or stock options.
Consistent with the above-noted purpose of the executive compensation
program, it is the policy of the Compensation Committee, in recommending the
aggregate annual compensation of executive officers of the Company, to consider
the overall performance of the Company and the individual contribution and
performance of the executive. The performance of the Company is the significant
factor. While shareholders' total return is important and is considered by the
Compensation Committee, it is subject to the vagaries of the public market place
and the Company's compensation program focuses on the Company's strategic plans,
corporate performance measures, and specific corporate goals which should lead
to a favorable stock price. The corporate performance measure which the
Compensation Committee considers include sales, earnings, return on equity and
comparisons of sales and earnings with prior years and with budgets.
The Compensation Committee does not rely on any fixed formulae or specific
numerical criteria in determining an executive's aggregate compensation. It
considers both corporate and personal performance criteria, competitive
compensation levels, the economic environment and changes in the cost of living
as well as the recommendations of management. The Compensation Committee then
exercises business judgment based on all of these criteria and the purposes of
the executive compensation program.
Compensation of the chief executive officer
Mr. Wachtel's base salary of $205,000 and bonus of $125,000 for 2004 was
based principally on his rights under his employment agreement with the Company.
Mr. Wunderlich's base salary of $100,000 and bonus of $125,000 for 2004
was based principally on his rights under his employment agreement with the
Company.
Section 162(m) of the Internal Revenue Code of 1996, as amended
(the"Code"), generally disallows a tax deduction to public companies for
compensation over $1 million paid to the Company's chief executive officer and
four other most highly compensated executive officers, unless the compensation
is considered performance based. The compensation disclosed in this Proxy
Statement does not exceed the $1 million limit, and executive compensation for
1997 is also expected to qualify for deductibility. The Company currently
intends to structure the performance-based portion of its executive officers'
compensation to achieve maximum deductibility under Section 162(m) of the code
with minimal sacrifices in flexibility and corporate objective.
Respectfully submitted,
AutoInfo, Inc. Compensation Committee
(Thomas Robertson and Peter Einselin)
33
COMPANY PERFORMANCE
AND COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN AMONG AUTOINFO, THE NASDAQ
COMPOSITE INDEX,
AND THE NASDAQ TRANSPORTATION INDEX
The following graph shows a five year comparison of cumulative total
returns for AutoInfo, the NASDAQ Composite Index, and the Nasdaq Transportation
Index.
[PERFORMANCE GRAPH APPEARS HERE AND IS SUMMARIZED BELOW]
NASDAQ NASDAQ
COMPOSITE INDEX TRANSPORTATION INDEX AUTOINFO, INC.
1999* 1.00 1.00
2000 0.61 1.00 0.38
2001 0.48 1.11 1.50
2002 0.33 1.12 2.38
2003 0.49 1.51 3.63
2004 0.53 1.92 7.63
---------
o No data is provided for the Nasdaq Transportation Index for the 1999 year
as such period pre-dates AutoInfo's entry into the transportation and
logistics business.
EXECUTIVE COMPENSATION
Summary compensation. The following table sets forth certain information
concerning compensation paid for services in all capacities awarded to, earned
by or paid to our chief executive officer and the other most highly compensated
executive officers during 2004, 2003 and 2002 whose aggregate compensation
exceeded $100,000 (Named Executive Officers).
34
All other
Name and principal position Salary Bonus compensation
-------------------------------------------- -------- -------- ------------
Harry Wachtel
President and chief executive officer
2004 ................................... $205,000 $125,000 --
2003 ................................... $175,000 $ 51,531 --
2002 ................................... $175,000 $ 13,035 --
William Wunderlich
Executive vice president and chief financial
officer
2004 ................................... $100,000 $125,000 --
2003 ................................... $ 93,750 $ 55,281 --
2002 ................................... $ 75,000 $ 28,035 --
Mark Weiss
National account executive
2004 ................................... $107,503 -- --
2003 ................................... $118,592 -- --
2002 ................................... $127,836 -- --
Option grants during the years ended December 31, 2004, 2003 and 2003
Our Compensation Committee did not grant any options to the named
executives during the years ended December 31, 2004, 2003 or 2002. During 2004,
non-employee directors were granted options to purchase a total of 125,000
shares of our common stock at prices ranging from $0.29 to $0.60 per share, the
fair market value on the date of grant.
Option exercises and year-end option values. The following table provides
information with respect to options exercised by the Named Executive Officers
during 2004 and the number and value of unexercised options held by the Named
Executive Officers as of December 31, 2004.
Aggregated Option Exercise in Last Fiscal Year and Year-End Option Values
Number of Shares Underlying Value of Unexercised In-the-
Unexercised Options at Fiscal Money Options At Fiscal
Year-End Year-End (2)
----------------------------- ----------------------------
Shares Acquired Value
Name on Exercise (#) Realized (1) Exercisable Unexercisable Exercisable Unexercisable
---- --------------- ------------ ----------- ------------- ----------- -------------
Harry Wachtel -- -- -- -- -- --
Mark Weiss -- -- -- -- -- --
William Wunderlich -- -- 810,000 -- $413,000 --
----------
(1) For the purposes of this calculation, value is based upon the difference
between the exercise price of the options and the stock price at date of
exercise.
(2) For the purposes of this calculation, value is based upon the difference
between the exercise price of the exercisable and unexercisable options
and the stock price at December 31, 2004 of $0.61 per share.
35
Equity Compensation Plan Information
Year Ended December 31, 2004
Number of securities
Number of securities remaining available for
to be issued upon Weighted-average future issuance under
exercise exercise price of equity compensation
of outstanding outstanding plans
options, options, (excluding securities
Plan Category warrants and rights warrants and rights reflected in column (a))
------------------------------- -------------------- ------------------- ------------------------
(a) (b) (c)
Equity compensation plans
approved by security holders
(1985, 1986, 1989, 1992,
1997, 1999 and 2003 Stock
Option Plans) 5,594,000 $ 0.28 450,000
Equity compensation plans not
approved by security
holders(1) -- -- --
========= ========= =========
Total 5,594,000 $ 0.28 450,000
========= ========= =========
(1) We do not have any equity compensation plans which have not been approved
by security holders.
Employment agreements
In December 2000, we entered into employment agreements (which were
subsequently amended and modified during 2003 and 2004) with Messrs. Wachtel and
Wunderlich providing for their employment, as our chief executive officer and
chief financial officer, respectively, for terms expiring on March 31, 2006,
subject to automatic one-year renewals unless either party gives written notice
ninety days prior to the end of the then current term of the agreement. The
agreements provide for annual base salaries of $205,000 and $100,000,
respectively, and for participation in all executive benefit plans. Each of Mr.
Wachtel's and Mr. Wunderlich's agreements provide that they will each be
entitled to a bonus equal to 10% of our consolidated pre-tax profit (as defined)
up to $1,250,000. Further, Mr. Wachtel's agreement provides, among other things,
that, if employment is terminated without cause (as defined) or if he terminates
his employment for good reason (as defined) or within six months after a change
of control (as defined), we will pay him an amount equal to his respective
current base salary plus the average incentive compensation due to him during
the remaining term of the agreement.
Limitation of directors' liability and indemnification
Our certificate of incorporation limits the liability of individual
directors for specified breaches of their fiduciary duty. The effect of this
provision is to eliminate the liability of directors for monetary damages
arising out of their failure, through negligent or grossly negligent conduct, to
satisfy their duty of care, which requires them to exercise informed business
judgment. The liability of directors under the federal securities laws is not
affected. A director may be liable for monetary damages only if a claimant can
show receipt of financial benefit to which the director is not entitled,
intentional infliction of harm on us or on our shareholders, a violation of
section 174 of the Delaware General Corporation Law (dealing with unlawful
distributions to shareholders effected by vote of directors), and any amended or
successor provision thereto, or an intentional violation of criminal law.
Our certificate of incorporation also provides that we will indemnify each
of our directors or officers, and their heirs, administrators, successors and
assigns against any and all expenses, including amounts paid upon judgments,
counsel fees, and amounts paid or to be paid in settlement before or after suit
is commenced, actually and necessarily incurred by such persons in connection
with the defense or settlement of any claim, action, suit or proceeding, in
which they, or any of them are made parties, or which may be asserted against
them or any of them by reason of being, or
36
having been, directors or officers of the corporation, except in relation to
such matters in which such director or officer shall be adjudged to be liable
for his own negligence or misconduct in the performance of his duty.
There is no pending litigation or proceeding involving any of our
directors, officers, employees or agents in which we are required or permitted
to provide indemnification, except as set forth under Certain Relationships and
Related Party Transactions. We are also not aware of any threatened litigation
or proceeding that may result in a claim for such indemnification.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or controlling persons under our
certificate of incorporation, we have been informed that, in the opinion of the
SEC, indemnification is against public policy as expressed in the Securities Act
and is unenforceable.
Code of ethics
We have adopted a code of ethics that applies to our principal executive
officer, principal financial officer and other persons performing similar
functions. This code of ethics is posted on our website at
www.suntecktransport.com.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In August 2001, we entered into a $500,000 line of credit agreement with
James T. Martin, a significant stockholder, secured by our accounts receivable.
Interest on the outstanding borrowings was 17% per annum, payable quarterly in
arrears. This line of credit was repaid in full in May 2003. Interest of $35,000
was charged to operations in 2003.
In December 2001, we lent $100,000 to the father-in-law of Harry Wachtel,
our president. This loan bore interest at 4% per annum and was due in December
2006. This loan was repaid in March 2004.
In December 2000, we obtained financing totaling $575,000, including
$363,000 from certain related parties, in the form of ten year 12% subordinated
convertible debentures. The financing was provided in part by Harry Wachtel, our
president and chief executive officer ($200,000), William Wunderlich, our chief
financial officer ($25,000), two of our outside independent directors, Peter
Einselen ($25,000) and Thomas Robertson ($25,000), and James Martin, a
significant stockholder ($88,000). Interest of $4,000 and $69,000 was charged to
operations in each of 2004 and 2003, respectively. In January 2004, these
debentures were acquired by Kinderhook Partners, LP in a private placement
transaction from the holders and were subsequently converted into 2,300,000
shares of our common stock.
37
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the beneficial
ownership of our common shares as of the date of this prospectus by:
o each person, or group of affiliated persons, known by us to be the
beneficial owner of more than 5% of our outstanding common shares;
o each of our directors;
o each executive officer named in the summary compensation table
above; and
o all of our directors and executive officers as a group.
We determined beneficial ownership in accordance with rules promulgated by
the Securities and Exchange Commission, and the information is not necessarily
indicative of beneficial ownership for any other purpose. Except as otherwise
indicated, we believe that the persons or entities named in the following table
have sole voting and investment power with respect to all shares of common stock
as beneficially owned by them, subject to community property laws where
applicable.
Name of Shares of Common Stock Percentage
Beneficial Owner (1) Beneficially Owned Of Ownership
-------------------- ------------------ ------------
(i) Directors and Executive Officers
Harry Wachtel 7,560,000(2) 24.1%
Thomas C. Robertson 240,000(3) *
Peter C. Einselen 410,000(3) 1.3%
Mark Weiss 950,000(5) 3.0%
William I. Wunderlich 1,525,000(4)(6) 4.7%
All executive officers and directors as
a group (5 persons) 9,125,000(7) 28.0%
(ii) 5% Stockholders
James T. Martin 6,270,000 20.0%
Kinderhook Partners 5,159,236 16.4%
----------
* Less than 1%
(1) Unless otherwise indicated below, each director, executive officer and
each 5% stockholder has sole voting and investment power with respect to
all shares beneficially owned. The address for Mr. Wachtel and Mr.
Wunderlich is c/o AutoInfo, Inc., 6413 Congress Avenue, Suite 260, Boca
Raton, FL 33487. The address for Mr. Martin is c/o Bermuda Trust Company,
Compass Point Road, 9 Bermudian Road, Hamilton HM11, Bermuda. The address
for Kinderhook Partners is One Executive Drive, Suite 160, Fort Lee, NJ
07024.
(2) Includes 1,560,000 shares with respect to which Mr. Wachtel has been
granted voting rights pursuant to voting proxy agreements.
(3) Includes 180,000 shares issuable upon the exercise of stock options.
(4) Includes 810,000 shares issuable upon the exercise of stock options.
(5) Includes 950,000 with respect to which Mr. Weiss has granted voting rights
to Mr. Wachtel pursuant to a voting proxy agreement. Mr. Weiss retains
full control over the disposition of these shares.
(6) Includes 610,000 with respect to which Mr. Wunderlich has granted voting
rights to Mr. Wachtel pursuant to a voting proxy agreement. Mr. Wunderlich
retains full control over the disposition of these shares.
(7) Assumes that all currently exercisable options or warrants owned by
members of this group have been exercised.
38
DESCRIPTION OF SECURITIES
Our authorized capital stock consists of 110,000,000 shares, including
100,000,000 shares of common stock, par value $0.001 per share, and 10,000,000
shares of preferred stock, par value $0.01 per share. Our board of directors may
designate the rights and preferences of the preferred stock. Preferred stock
could be used, under certain circumstances, as a way to discourage, delay or
prevent a takeover of the company. See "Anti-Takeover Provisions." As of June
16, 2005, there were issued and outstanding 31,607,189 shares of common stock
and no shares of preferred stock.
The authorized but unissued shares of common stock are available for
future issuance without stockholder approval. These additional shares may be
utilized for a variety of corporate purposes, including future public offerings
to raise additional capital, corporate acquisitions and employee benefit plans.
The existence of authorized but unissued common stock could render more
difficult or discourage an attempt to obtain control of us by means of a proxy
contest, tender offer, merger or otherwise.
The Delaware General Corporation Law provides generally that the
affirmative vote of a majority of the shares entitled to vote on any matter is
required to amend a corporation's certificate of incorporation or bylaws, unless
the corporation's certificate of incorporation or bylaws, as the case may be,
requires a greater percentage. Our certificate of incorporation does not impose
any supermajority vote requirements.
Common stock
Under our Restated Certificate of Incorporation, shares of our common
stock are identical in all respects, and each share entitles the holder to the
same rights and privileges as are enjoyed by other holders and is subject to the
same qualifications, limitations and restrictions as apply to other shares.
Holders of our common stock are entitled to one vote for each share held
of record on all matters submitted to a vote of stockholders. Holders of our
common stock do not have cumulative voting rights. Accordingly, subject to any
voting rights of holders of any preferred stock that may be issued, holders of a
plurality of our common stock present at a meeting at which a quorum is present
are able to elect all of the directors eligible for election. The presence of a
majority of the voting power of our outstanding capital stock constitutes a
quorum.
The holders of our common stock are entitled to dividends when and if
declared by our board of directors from legally available funds. The holders of
our common stock are also entitled to share pro rata in any distribution to
stockholders upon our liquidation or dissolution.
None of the shares of our common stock:
o have preemptive rights;
o are redeemable;
o are subject to assessments or further calls;
o have conversion rights; or
o have sinking fund provisions.
39
Preferred stock
We are currently authorized to issue 10,000,000 shares of preferred stock
in one or more series. No series has been designated. Our board of directors may
determine the terms of the preferred stock at the time of its issuance without
action by our stockholders. The terms of any issuance of preferred stock may
include:
o voting rights, including the right to vote as a series on particular
matters, which could be superior to those of our common stock;
o preferences over our common stock as to dividends and distributions
in liquidation;
o conversion and redemption rights, including the right to convert
into shares of our common stock; and
o sinking fund provisions.
Outstanding options and warrants
At June 16, 2005, we had outstanding 5,732,372 stock options granted to
employees and consultants. These options have exercise prices ranging from $0.05
to $0.65 per share, with an average weighted exercise price of $ 0.33, and
expire between May 2007 and November 2013. Of the options outstanding at June
16, 2005, 2,279,964 are vested and currently exercisable.
Registration rights
Other than the registration rights with respect to the shares offered by
this Prospectus, we do not have any contractual obligations to register any
shares of our common stock.
Voting rights
In June 2001, each of William Wunderlich, our chief financial officer and
Marc Weiss, a director, granted to Harry Wachtel, our president and chief
executive officer, an irrevocable proxy to vote 610,000 and 950,000,
respectively, of shares of our common stock they owned. These proxies were
granted in conjunction with the purchase by the holders of the subject shares
from Mr. Wachtel in a private placement transaction.
Transfer agent
The transfer agent and registrar for our common stock is American Stock
Transfer and Trust Company, located in New York, New York.
40
SELLING STOCKHOLDERS
Kinderhook Partners, LP (Kinderhook) acquired the shares of common stock
offered hereby in three transactions. In January 2004, 1,333,333 shares of
common stock were acquired from us, in a private placement transaction, for a
total consideration of $442,000, or approximately $.33 per share. Simultaneously
with this purchase, Kinderhook acquired all of our then outstanding 12%
Convertible Debentures ($575,000 principal amount) in a private transaction with
the existing debenture holders and immediately converted these debentures into
2,300,000 shares of common stock. Subsequently, in November 2004, Kinderhook
acquired 727,500 shares of common stock from two of our affiliates, Mr. Wachtel
and Mr. Wunderlich, in a private placement transaction, for $0.34 per share. Mr.
Shah acquired his shares of common stock offered hereby in the November 2004
transaction on the same terms and conditions. In connection with each of these
transactions, we undertook to file and process to effectiveness a resale
prospectus covering the shares acquired.
The following table sets forth certain information known to us with
respect to the beneficial ownership of our common stock as of June 16, 2005, by
each selling stockholder. The number of shares in the column labeled "Shares
Being Offered" represent all of the shares that the selling stockholder may
offer under this prospectus. The table assumes that the selling stockholder
sells all of the shares. We are unable to determine the exact number of shares
that actually will be sold. We do not know how long the selling stockholder will
hold the shares before selling them and we currently have no agreements,
arrangements or understandings with the selling stockholders regarding the sale
of any of the shares other than our agreement with the selling stockholder to
maintain the effectiveness of this registration statement for up to two years.
Each of the selling stockholders may be deemed to be an "underwriter" within the
meaning of the Securities Act of 1933 in connection with its sale of our shares
under this prospectus.
Number of Number of
shares Owned Number of Shares Owned
Name and Address of Before the Percentage Shares After the Percentage
Beneficial Owner (1) Offering of Class Offered Offering of Class
-------------------- ------------ ---------- --------- ------------ ----------
Kinderhook Partners, LP(2) 5,159,236 16.4% 4,360,833 798,403 2.5%
Vinoray R. Shah 22,500 (3) 22,500 0 (3)
----------
(1) The address of Kinderhook Partners, LP is One Executive Drive, Suite 160,
Fort Lee, NJ 07024. The address of Vinoray R. Shah is 50 Hilltop Road,
Longmeadow, MA 01106. None of the selling stockholders currently own any
options, warrants or other derivative securities convertible into shares
of our common stock.
(2) The General Partner of Kinderhook Partners, LP is Kinderhook GP, LLC.
Stephen J. Clearman is the managing member of Kinderhook GP, LLC.
Kinderhook GP, LLC and Stephen J. Clearman each disclaim beneficial
ownership of the shares except to the extent of their pecuniary interest
therein.
(3) Less than 1%.
PLAN OF DISTRIBUTION
We are registering shares of our common stock under the Securities Act for
sale by the selling stockholder. As used in this prospectus, "selling
stockholders" includes the pledgees, donees, transferees or others who may later
hold the selling stockholder's interests. We have agreed to pay the costs and
fees of registering the shares, including the preparation of the registration
statement that includes this prospectus, but the selling stockholders will pay
any brokerage commissions, discounts or other expenses relating to the sale of
the shares, including attorneys' fees.
The selling stockholders may sell the shares in the over-the-counter
market or otherwise, at market prices prevailing at the time of sale, at prices
related to the prevailing market prices, or at negotiated prices. In addition,
the selling stockholder may sell some or all of their shares through:
41
o a block trade in which a broker-dealer may resell a portion of the
block, as principal, in order to facilitate the transaction;
o purchases by a broker-dealer, as principal, and resale by the
broker-dealer for its account; or
o ordinary brokerage transactions and transactions in which a broker
solicits purchasers.
When selling the shares, the selling stockholders may enter into hedging
transactions. For example, the selling stockholder may:
o enter into transactions involving short sales of the shares by
broker-dealers;
o sell shares short themselves and redeliver such shares to close out
their short positions;
o enter into option or other types of transactions that require the
selling stockholder to deliver shares to a broker-dealer, who will
then resell or transfer the shares under this prospectus; or
o loan or pledge the shares to a broker-dealer, who may sell the
loaned shares or, in the event of default, sell the pledged shares.
The selling stockholders may negotiate and pay broker-dealers commissions,
discounts or concessions for their services. Broker-dealers engaged by the
selling stockholder may allow other broker-dealers to participate in resales.
However, the selling stockholders may, and any broker-dealers involved in the
sale or resale of the shares will, qualify as "underwriters" within the meaning
of Section 2(a)(11) of the Securities Act. In addition, the broker-dealers'
commissions, discounts or concession may qualify as underwriters' compensation
under the Securities Act. If a selling stockholder qualifies as an
"underwriter," it will be subject to the prospectus delivery requirements of
Section 5(b)(2) of the Securities Act.
The selling stockholders should be aware that the anti-manipulation
provisions of Regulation M under the Securities Exchange Act will apply to
purchases and sales of shares of common stock by the selling stockholders, and
that there are restrictions on market-making activities by persons engaged in
the distribution of the shares. Under Regulation M, the selling stockholders or
their agents may not bid for, purchase, or attempt to induce any person to bid
for or purchase, shares of our common stock while such selling stockholders are
distributing shares pursuant to this prospectus. The selling stockholders are
advised that if a particular offer of common stock is to be made on terms
constituting a material change from the information set forth above with respect
to the Plan of Distribution, then, to the extent required, a post-effective
amendment to the registration statement must be filed with the Securities and
Exchange Commission.
From time to time this prospectus will be supplemented and amended as
required by the Securities Act of 1933, as amended. During any time when a
supplement or amendment is so required, the selling stockholder is to cease
sales until the prospectus has been supplemented or amended. Pursuant to the
registration rights granted to certain of the selling stockholder, we have
agreed to update and maintain the effectiveness of this prospectus.
In addition to selling their shares under this prospectus, the selling
stockholders may:
o agree to indemnify any broker-dealer or agent against certain
liabilities related to the selling of the shares, including
liabilities arising under the Securities Act;
42
o transfer its shares in other ways not involving market makers or
established trading markets, including directly by gift,
distribution, or other transfer; or
o sell its shares pursuant to Rule 144 under the Securities Act rather
than pursuant to this prospectus, if the shares are eligible for
such sale and the transaction meets the requirements of Rule 144.
LEGAL MATTERS
The validity of the common stock offered by this prospectus will be passed
upon for us by Morse, Zelnick, Rose & Lander LLP, New York, New York.
EXPERTS
Dworken, Hillman, LaMorte & Sterczala, P.C., independent registered public
accounting firm, have audited our financial statements as of and for the years
ended December 31, 2002 2003 and 2004 as set forth in their report. We have
included these financial statements in the prospectus and elsewhere in the
registration statement in reliance on Dworken, Hillman, LaMorte & Sterczala,
P.C.'s report, given on their authority as experts in accounting and auditing.
COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Our Restated Certificate of Incorporation provides that we shall indemnify
our directors and officers to the fullest extent permitted by Delaware law and
that none of our directors will be personally liable to us or our stockholders
for monetary damages for breach of fiduciary duty as a director, except for
liability:
o for any breach of the director's duty of loyalty to us or our
stockholders;
o for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of the law;
o under section 174 of the Delaware General Corporation Law for the
unlawful payment of dividends; or
o for any transaction from which the director derives an improper
personal benefit.
These provisions require us to indemnify our directors and officers unless
restricted by Delaware law and eliminate our rights and those of our
stockholders to recover monetary damages from a director for breach of his
fiduciary duty of care as a director except in the situations described above.
The limitations summarized above, however, do not affect our ability or that of
its stockholders to seek non-monetary remedies, such as an injunction or
rescission, against a director for breach of his fiduciary duty.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors, officers and controlling persons pursuant
to the foregoing provisions, we have been advised that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
43
You may rely on the information contained in this prospectus. We have not
authorized anyone to provide information different from that contained in this
prospectus. Neither the delivery of this prospectus nor sale of common shares
means that information contained in this prospectus is correct after the date of
this prospectus. This prospectus is not an offer to sell or solicitation of an
offer to buy our common shares in any circumstances under which the offer or
solicitation is unlawful.
----------
Table of Contents
Page
Prospectus Summary ..................................................... 3
Risk Factors ...........................................................
Forward Looking Statements .............................................
Use of Proceeds ........................................................
Dividend Policy ........................................................
Capitalization .........................................................
Price Ranges of Our Common Stock .......................................
Selected Consolidated Financial Data ...................................
Management's Discussion and
Analysis of Financial Condition
and Results of Operations ..........................................
Business ...............................................................
Management .............................................................
Certain Relationships and Related
Party Transactions .................................................
Security Ownership of Certain
Beneficial Owners and
Management .........................................................
Description of Securities ..............................................
Selling Stockholders ...................................................
Plan of Distribution ...................................................
Legal Matters ..........................................................
Experts ................................................................
Index to Financial Statements .......................................... F-1
----------
================================================================================
4,383,333 Shares
of
Common Stock
AUTOINFO, INC.
----------
PROSPECTUS
----------
_________ ___, 2005
================================================================================
AUTOINFO, INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Unaudited Consolidated Financial Statements for the Three Months Ended March 31,
2005 and 2004
Consolidated Balance Sheets F-2
Consolidated Statements of Income F-3
Consolidated Statements of Cash Flows F-4
Notes to Consolidated Financial Statements F-5
Audited Financial Statements for the Years Ended December 31, 2004, 2003 and
2003
Report of Independent Registered Public Accounting Firm F-10
Consolidated Balance Sheets F-11
Consolidated Statements of Income F-12
Consolidated Statements of Stockholders' Equity F-13
Consolidated Statements of Cash Flows F-14
Notes to Consolidated Financial Statements F-15
Information required by schedules called for under Regulation S-X is either not
applicable or is included in the Consolidated Financial Statements or Notes
thereto.
F-1
AUTOINFO, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
March 31, December 31,
2005 2004
------------ ------------
Unaudited Audited
ASSETS
Current assets:
Cash $ 51,000 $ 38,000
Accounts receivable 9,557,000 9,658,000
Other current assets 331,000 679,000
Deferred income taxes (Note 2) 391,000 369,000
------------ ------------
Total current assets 10,330,000 10,744,000
Fixed assets, net of accumulated depreciation 106,000 69,000
Deferred income taxes (Note 2) 986,000 952,000
Other assets 90,000 30,000
------------ ------------
$ 11,512,000 $ 11,795,000
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Loan payable $ 1,753,000 $ 1,998,000
Accounts payable and accrued liabilities 4,914,000 5,385,000
------------ ------------
Total current liabilities 6,667,000 7,383,000
------------ ------------
Stockholders' Equity
Preferred stock - authorized 10,000,000 shares
$.001 par value; issued and outstanding - 0 shares
as of March 31, 2005 and December 31, 2004 -- --
Common stock - authorized 100,000,000 shares
$.001 par value; issued and outstanding -
31,367,000 shares as of March 31, 2005 and
31,218,000 shares as of December 31, 2004 31,000 31,000
Other capital 324,000 324,000
Deferred compensation (260,000) (277,000)
Additional paid-in capital 19,049,000 19,026,000
Deficit (14,299,000) (14,692,000)
------------ ------------
Total stockholders' equity 4,845,000 4,412,000
------------ ------------
$ 11,512,000 $ 11,795,000
============ ============
The accompanying notes are an integral part of these consolidated
financial statements.
F-2
AUTOINFO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended
March 31,
2005 2004
----------- -----------
Gross revenues $14,915,000 $ 8,159,000
Cost of transportation 11,848,000 6,681,000
----------- -----------
Net revenues 3,067,000 1,478,000
----------- -----------
Commissions 1,900,000 840,000
Operating expenses 760,000 449,000
----------- -----------
2,660,000 1,289,000
----------- -----------
Income from operations 407,000 189,000
Interest expense 48,000 14,000
----------- -----------
Income before income taxes 359,000 175,000
Income taxes (benefit) (Note 2) (34,000) (1,000)
----------- -----------
Net income $ 393,000 $ 176,000
=========== ===========
Basic and diluted net income per share $ .01 $ .01
=========== ===========
Weighted average number of common shares (basic) 31,338,000 30,172,000
----------- -----------
Weighted average number of common shares (diluted) 34,177,000 32,611,000
----------- -----------
The accompanying notes are an integral part of these consolidated
financial statements.
F-3
AUTOINFO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended
March 31,
2005 2004
--------- ---------
Cash flows from operating activities:
Net income $ 393,000 $ 176,000
Adjustments to reconcile net income to net cash
provided by operating activities:
Change in allowance for doubtful accounts 45,000 13,000
Depreciation and amortization 10,000 8,000
Deferred compensation expense 17,000 8,000
Deferred income taxes (56,000) (11,000)
Changes in assets and liabilities:
Accounts receivable 56,000 (243,000)
Other current assets 348,000 32,000
Loan receivable -- 100,000
Other assets (60,000) (23,000)
Accounts payable and accrued liabilities (471,000) 59,000
--------- ---------
Net cash provided by operating activities 282,000 119,000
--------- ---------
Cash flows from investing activities:
Capital expenditures (47,000) (1,000)
--------- ---------
Net cash used in investing activities (47,000) (1,000)
--------- ---------
Cash flows from financing activities:
Exercise of stock options 23,000 5,000
Decrease in loan payable, net (245,000) (677,000)
Sale of common stock 442,000
--------- ---------
Net cash used in financing activities (222,000) (230,000)
--------- ---------
Net change in cash 13,000 (112,000)
Cash at beginning of period 38,000 133,000
--------- ---------
Cash at end of period $ 51,000 $ 21,000
========= =========
The accompanying notes are an integral part of these consolidated
financial statements.
F-4
AUTOINFO, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Note 1. - Business and Summary of Significant Accounting Policies
Business
The Company, through its wholly-owned subsidiary, Sunteck Transport Co.,
Inc. (Sunteck), is a non-asset based transportation services company. As a
non-asset based provider of brokerage and contract carrier transportation
services, the Company does not own any equipment and its services are provided
through its strategic alliances with less than truckload, truckload, air, rail,
ocean common carriers and independent owner-operators to service customers'
needs. The Company's brokerage and contract carrier services are provided though
a network of independent sales agents throughout the United States and Canada.
During its most recently completed fiscal year, the Company generated revenue,
net revenue and net income of approximately $46.5 million, $8.7 million and $1.5
million, respectively.
Summary of Significant Accounting Policies
Basis of Presentation
The financial statements of the Company have been prepared using the
accrual basis of accounting under accounting principles generally accepted in
the United States of America (GAAP).
F-5
Principles of Consolidation
The consolidated financial statements include the accounts of the
AutoInfo, Inc. (the Company), its wholly-owned subsidiary Sunteck Transport Co.,
Inc. and its wholly-owned subsidiary Sunteck Transport & Logistics, Inc.,
collectively (Sunteck). All significant intercompany balances and transactions
have been eliminated in consolidation.
F-6
Revenue Recognition
As a third party transportation logistics provider, the Company acts as
the shippers' agent and arranges for a carrier to handle the freight. Gross
revenues consist of the total dollar value of services purchased by shippers.
Revenue is recognized upon the delivery of freight, at which time the related
transportation cost, including commission, is also recognized. At that time, the
Company's obligations are completed and collection of receivables is reasonably
assured.
Emerging Issues Task Force No. 99-19, "Reporting Revenues Gross as a
Principal Versus Net as an Agent" (EITF 99-19), establishes criteria for
recognizing revenues on a gross or net basis. The Company is the primary obligor
in its transactions, has all credit risk, maintains substantially all risk and
rewards, has discretion in selecting the supplier, and has latitude in pricing
decisions. Accordingly, the Company records all transactions at the gross
amount, consistent with the provisions of EITF 99-19.
Provision For Doubtful Accounts
The Company continuously monitors the creditworthiness of its customers
and has established an allowance for amounts that may become uncollectible in
the future based on current economic trends, its historical payment and bad debt
write-off experience, and any specific customer related collection issues.
Cash
From time to time, the Company has on deposit at financial institutions
cash balances which exceed federal deposit insurance limitations. The Company
has not experienced any losses in such accounts and believes it is not exposed
to any significant credit risk on cash.
Fixed Assets
Fixed assets as of March 31, 2005 and December 31, 2004, consisting
predominantly of furniture, fixtures and equipment, were carried at cost net of
accumulated depreciation. Depreciation of fixed assets was provided on the
straight-line method over the estimated useful lives of the related assets which
range from three to five years.
Income Per Share
Basic income per share is based on net income divided by the weighted
average number of common shares outstanding. Common stock equivalents
outstanding were 2,839,000 and 2,439,000, respectively, for the periods ended
March 31, 2005 and 2004.
Use of Estimates
The preparation of these financial statements in conformity with GAAP
requires management to make certain estimates and assumptions. These estimates
and assumptions affect the reported amounts of assets, liabilities and
contingent liabilities at the date of the financial statements and the reported
amounts of revenue and expenses during the periods presented. The Company
believes that all such assumptions are reasonable and that all estimates are
adequate, however, actual results could differ from those estimates.
F-7
Income Taxes
The Company utilizes the asset and liability method for accounting for
income taxes. Under the asset and liability method, deferred tax assets and
liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases and future benefits to be
recognized upon the utilization of certain operating loss carryforwards.
Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.
Stock-Based Compensation
The Company applies Statement of Financial Accounting Standards No. 123,
"Accounting for Stock Based Compensation" (SFAS 123). As permitted by SFAS 123,
the Company has chosen to continue to apply Accounting Principles Board Opinion
No. 25, "Accounting for Stock Issued to Employees" (APB 25) and, accordingly, no
compensation cost has been recognized for stock options issued to employees in
the financial statements.
The pro-forma effect of options issued to employees on net income and
earnings per share, utilizing the Black-Scholes option-pricing model, consistent
with the method stipulated by SFAS 123, was not material to the Company's
results of operations.
The Company accounts for stock options issued to non-employees using the
fair value method in accordance with SFAS 123. Deferred compensation,
representing the fair market value of the options issued utilizing the
Black-Scholes option-pricing model, is charged to earnings over the vesting
period.
Note 2- Income Taxes
For the periods ended March 31, 2005 and 2004, the provision for income
taxes consisted of the following:
2005 2004
------------------------------------------------------
Current Deferred Current Deferred
--------- --------- --------- ---------
Tax expense before application of
operating loss carryforwards $ 143,000 $ -- $ 69,000 $ --
Tax expense (benefit) of operating
loss carryforwards (121,000) 121,000 (59,000) 59,000
Change in valuation allowance -- (177,000) -- (70,000)
--------- --------- --------- ---------
Income tax expense (benefit) $ 22,000 $ (56,000) $ 10,000 $ (11,000)
--------- --------- --------- ---------
F-8
Deferred taxes are comprised of the following at March 31, 2005 and
December 31, 2004:
March 31, December 31,
2005 2004
----------- ------------
Deferred tax assets:
Net operating loss carryforward $ 5,469,000 $ 5,590,000
----------- -----------
Gross deferred tax assets 5,469,000 5,590,000
Less: valuation allowance (4,092,000) (4,269,000)
----------- -----------
Deferred tax asset $ 1,377,000 $ 1,321,000
=========== ===========
The deferred tax asset represents expected future tax savings resulting
from the Company's net operating loss carryforward. As of December 31, 2004, the
Company has a net operating loss carryforward of approximately $16.5 million for
federal income tax purposes which expire through 2014. Utilization of this
benefit is primarily subject to the extent of future earning of the Company, and
may be limited by, among other things, shareholder changes, including the
possible issuance by the Company of additional shares in one or more financing
or acquisition transactions. The Company has established a valuation allowance
for the portion of the possible tax savings not likely to be realized by the end
of the carryforward period.
Based upon available objective evidence, including the Company's
post-merger history of profitability, management believes it is more likely than
not that forecasted taxable income will be sufficient to utilize a portion of
the net operating loss carryforward before its expiration in 2014. However,
there can be no assurance that the Company will meet its expectations of future
income.
F-9
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of
AutoInfo, Inc.
We have audited the accompanying consolidated balance sheets of AutoInfo, Inc.
and subsidiaries as of December 31, 2004 and 2003, and the related consolidated
statements of income, stockholders' equity, and cash flows for each of the three
years in the period ended December 31, 2004. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of AutoInfo, Inc. and subsidiaries
as of December 31, 2004 and 2003 and the results of their operations and their
cash flows for each of the three years in the period ended December 31, 2004 in
conformity with accounting principles generally accepted in the United States of
America.
February 11, 2005
Shelton, Connecticut
/s/ Dworken, Hillman, LaMorte & Sterczala, P.C.
-----------------------------------------------
Dworken, Hillman, LaMorte & Sterczala, P.C.
F-10
AUTOINFO, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS (Note 2)
December 31
------------------------------
2004 2003
------------ ------------
Current assets:
Cash and cash equivalents $ 38,000 $ 133,000
Accounts receivable, net of allowance for doubtful accounts
of $125,000 and $60,000 as of December 31 2004 and 2003,
respectively 9,658,000 4,881,000
Loan receivable (Note 3) -- 100,000
Deferred income taxes (Note 4) 369,000 248,000
Other current assets 679,000 292,000
------------ ------------
Total current assets 10,744,000 5,654,000
Fixed assets, net of depreciation 69,000 71,000
Deferred income taxes (Note 4) 952,000 536,000
Other assets 30,000 25,000
------------ ------------
$ 11,795,000 $ 6,286,000
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Loan payable (Note 2) $ 1,998,000 $ 1,046,000
Convertible subordinated debentures (Note 2) -- 575,000
Accounts payable and accrued liabilities 5,385,000 2,773,000
------------ ------------
Total current liabilities 7,383,000 4,394,000
------------ ------------
Commitments and contingencies (Note 5)
Stockholders' equity : (Note 6)
Common stock - authorized 100,000,000 shares, $.001 par
value; issue and outstanding 31,218,000 and 27,383,000 as
of December 31, 2004 and 2003, respectively 31,000 27,000
Other capital 324,000 --
Deferred compensation (277,000) --
Additional paid-in capital 19,026,000 18,023,000
Deficit (14,692,000) (16,158,000)
------------ ------------
Total stockholders' equity 4,412,000 1,892,000
------------ ------------
$ 11,795,000 $ 6,286,000
============ ============
The accompanying notes are an integral part of these consolidated
financial statements.
F-11
AUTOINFO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
For The Years Ended December 31,
------------------------------------------------
2004 2003 2002
------------ ------------ ------------
Gross revenues $ 46,492,000 $ 27,171,000 $ 18,863,000
Cost of transportation 37,758,000 22,095,000 15,495,000
------------ ------------ ------------
Net revenues 8,734,000 5,076,000 3,368,000
------------ ------------ ------------
Commissions 5,179,000 2,955,000 1,827,000
Operating expenses 2,449,000 1,450,000 1,057,000
------------ ------------ ------------
7,628,000 4,405,000 2,884,000
------------ ------------ ------------
Income from operations 1,106,000 671,000 484,000
------------ ------------ ------------
Other charges (credits):
Investment income -- (6,000) (26,000)
Interest expense 120,000 131,000 154,000
------------ ------------ ------------
120,000 125,000 128,000
------------ ------------ ------------
Income before income taxes (benefit) 986,000 546,000 356,000
Income taxes (benefit) (Note 4) (480,000) (754,000) 16,000
------------ ------------ ------------
Net income $ 1,466,000 $ 1,300,000 $ 340,000
============ ============ ============
Net income per share (basic) $ .05 $ .05 $ .01
Net income per share (diluted) $ .04 $ .05 $ .01
Weighted average number of common shares (basic) 30,915,000 27,355,000 27,305,000
Weighted average number of common shares (diluted) 33,438,000 28,789,000 27,940,000
The accompanying notes are an integral part of these consolidated
financial statements.
F-12
AUTOINFO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Shares of
Common Additional
Stock Common Other Deferred Paid - In
Outstanding Stock Capital Compensation Capital Deficit
------------ ------------ ------------ ------------- ------------ ------------
Balance, January 1, 2002 27,298,000 $ 27,000 $ -- $ -- $ 18,014,000 $(17,798,000)
Exercise of stock options 50,000 -- 5,000
Net income 340,000
------------ ------------ ------------ ------------ ------------ ------------
Balance, December 31, 2002 27,348,000 27,000 -- -- 18,019,000 (17,458,000)
Exercise of stock options 35,000 -- 4,000
Net income 1,300,000
------------ ------------ ------------ ------------ ------------ ------------
Balance, December 31, 2003 27,383,000 27,000 -- -- 18,023,000 (16,158,000)
Sale of common shares 1,333,000 2,000 415,000
Conversion of subordinated
debentures (Note 2) 2,300,000 2,000 573,000
Exercise of stock options 202,000 -- 15,000
Options granted under stock
option plans to non-employees 324,000 (324,000)
Compensation expense 47,000
Net income 1,466,000
------------ ------------ ------------ ------------ ------------ ------------
Balance, December 31, 2004 31,218,000 $ 31,000 $ 324,000 $ (277,000) $ 19,026,000 $(14,692,000)
============ ============ ============ ============ ============ ============
The accompanying notes are an integral part of these consolidated
financial statements.
F-13
AUTOINFO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For The Years Ended December 31,
-------------------------------------------
2004 2003 2002
----------- ----------- -----------
Cash flows from operating activities:
Net income $ 1,466,000 $ 1,300,000 $ 340,000
Adjustments to reconcile net income to net
cash used in operating activities:
Change in allowance for doubtful accounts 65,000 -- 40,000
Depreciation and amortization expenses 40,000 38,000 18,000
Deferred compensation expense 47,000 -- --
Deferred income taxes (537,000) (784,000) --
Changes in assets and liabilities:
Accounts receivable (4,842,000) (1,885,000) (1,678,000)
Other current assets (398,000) (218,000) (9,000)
Other assets 105,000 (2,000) (23,000)
Accounts payable and accrued liabilities 2,612,000 492,000 1,141,000
----------- ----------- -----------
Net cash used in operating activities (1,442,000) (1,059,000) (171,000)
----------- ----------- -----------
Cash flows from investing activities:
Capital expenditures (37,000) (42,000) (48,000)
Redemption of short-term investments -- -- 13,000
----------- ----------- -----------
Net cash used in investing activities (37,000) (42,000) (35,000)
----------- ----------- -----------
Cash flows from financing activities:
Sale of common shares 417,000
Exercise of stock options 15,000 4,000 5,000
Increase in borrowings 952,000 546,000 --
----------- ----------- -----------
Net cash provided by financing activities 1,384,000 550,000 5,000
----------- ----------- -----------
Net change in cash and cash equivalents (95,000) (551,000) (201,000)
Cash and cash equivalents, beginning of year 133,000 684,000 885,000
----------- ----------- -----------
Cash and cash equivalents, end of year $ 38,000 $ 133,000 $ 684,000
=========== =========== ===========
The accompanying notes are an integral part of these consolidated
financial statements.
F-14
AUTOINFO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2004 and 2003
Note 1 - Business and Summary of Significant Accounting Policies
Business
Through our wholly-owned subsidiary, Sunteck Transport Co., Inc.
(Sunteck), we are a non-asset based transportation services company, providing
transportation capacity and related transportation services to shippers
throughout the United States, and to a lesser extent, Canada. Our non-asset
based services include ground transportation coast to coast, local pick up and
delivery, air freight and ocean freight. We have strategic alliances with less
than truckload, truckload, air, rail and ocean common carriers to service our
customers' needs. Our business services emphasize safety, information
coordination and customer service and are delivered through a network of
independent commissioned sales agents and third party capacity providers
coordinated by us. The independent commissioned sales agents typically enter
into contractual arrangements with Sunteck and are responsible for locating
freight and coordinating the transportation of the freight with customers and
capacity providers. The third party capacity providers consist of independent
contractors who provide truck capacity to us, including owner-operators who
operate under our contract carrier license, air cargo carriers and railroads.
Through this network of agents and capacity providers, Sunteck operates a
transportation services business with revenue of approximately $47 million
during our most recently completed fiscal year.
Our brokerage services are provided though a network of independent sales
agents. As of February 22, 2005, we had 12 regional operating centers providing
brokerage services and representatives in 21 states and Canada. Our services
include arranging for the transport of customers' freight from the shippers
location to the designated destination. We do not own any trucking equipment and
rely on independent carriers for the movement of customers' freight. We seek to
establish long-term relationships with our customers and provide a variety of
logistics services and solutions to eliminate inefficiencies in our customers'
supply chain management.
Our contract carrier services, which commenced in 2003, are also provided
through a network of independent sales agents. We do no own any trucking
equipment and have a network of independent owner-operators who lease onto our
operating authority and transport freight under the Sunteck name. As of February
22, 2005, we had seven regional operating centers providing contract carrier
services, representatives in nine states and 83 independent owner-operators.
Summary of Significant Accounting Policies
Basis of Presentation
The financial statements of the Company have been prepared using the
accrual basis of accounting under accounting principles generally accepted in
the United States of America (GAAP).
Principles of Consolidation
The consolidated financial statements include the accounts of the
AutoInfo, Inc. (the Company), its wholly-owned subsidiary Sunteck Transport Co.,
Inc. and its wholly-owned subsidiary Sunteck
F-15
Transport & Logistics, Inc., collectively (Sunteck). All significant
intercompany balances and transactions have been eliminated in consolidation.
Revenue Recognition
As a third party transportation logistics provider, the Company acts as
the shippers' agent and arranges for a carrier to handle the freight. Gross
revenues consist of the total dollar value of services purchased by shippers.
Revenue is recognized upon the delivery of freight, at which time the related
transportation cost, including commission, is also recognized. At that time, the
Company's obligations are completed and collection of receivables is reasonably
assured.
Emerging Issues Task Force No. 99-19, "Reporting Revenues Gross as a
Principal Versus Net as an Agent" (EITF 99-19), establishes criteria for
recognizing revenues on a gross or net basis. The Company is the primary obligor
in its transactions, has all credit risk, maintains substantially all risk and
rewards, has discretion in selecting the supplier, and has latitude in pricing
decisions. Accordingly, the Company records all transactions at the gross
amount, consistent with the provisions of EITF 99-19.
Provision For Doubtful Accounts
The Company continuously monitors the creditworthiness of its customers
and has established an allowance for amounts that may become uncollectible in
the future based on current economic trends, its historical payment and bad debt
write-off experience, and any specific customer related collection issues.
Cash and Cash Equivalents
Cash and cash equivalents consist of cash in banks.
Fixed Assets
Fixed assets as of December 31, 2004 and 2003, consisting predominantly of
furniture, fixtures and equipment, were carried at cost net of accumulated
depreciation. Depreciation of fixed assets was provided on the straight-line
method over the estimated useful lives of the related assets which range from
three to five years.
Income Per Share
Basic income per share is based on net income divided by the weighted
average number of common shares outstanding. Common stock equivalents
outstanding were 2,523,000 and 1,434,000 for the year ended December 31, 2004
and 2003, respectively.
Use of Estimates
The preparation of these financial statements in conformity with GAAP
requires management to make certain estimates and assumptions. These estimates
and assumptions affect the reported amounts of assets, liabilities and
contingent liabilities at the date of the financial statements and the reported
amounts of revenue and expenses during the periods presented. The Company
believes that all such assumptions are reasonable and that all estimates are
adequate, however, actual results could differ from those estimates.
F-16
Income Taxes
The Company utilizes the asset and liability method for accounting for
income taxes. Under the asset and liability method, deferred tax assets and
liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases and future benefits to be
recognized upon the utilization of certain operating loss carryforwards.
Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.
Stock-Based Compensation
The Company applies Statement of Financial Accounting Standards No. 123,
"Accounting for Stock Based Compensation" (SFAS 123). As permitted by SFAS 123,
the Company has chosen to continue to apply Accounting Principles Board Opinion
No. 25, "Accounting for Stock Issued to Employees" (APB 25) and, accordingly, no
compensation cost has been recognized for stock options issued to employees in
the financial statements.
The pro-forma effect of options issued to employees on net income and
earnings per share, utilizing the Black-Scholes option-pricing model, consistent
with the method stipulated by SFAS 123, was not material to the Company's
results of operations.
The Company accounts for stock options issued to non-employees using the
fair value method in accordance with SFAS 123. Deferred compensation,
representing the fair market value of the options issued utilizing the
Black-Scholes option-pricing model, is charged to earnings over the vesting
period.
New Accounting Pronouncements
In December 2004, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 123R, "Share-Based Payment"
(SFAS 123R), replacing SFAS 123 and superseding Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees" (APB 25). SFAS 123R
requires public companies to recognize compensation expense for the cost of
awards of equity compensation effective July 1, 2005. This compensation cost
will be measured as the fair value of the award estimated using an
option-pricing model on the grant date. The Company is currently evaluating the
various transition provisions under SFAS 123R and will adopt SFAS 123R effective
July 1, 2005, which is expected to result in increased compensation expense in
future periods.
In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary
Assets - an Amendment of APB No. 29" (SFAS 153). The amendments made by SFAS 153
are based on the principle that exchanges of nonmonetary assets should be
measured based on the fair value of the assets exchanged. Further, the
amendments eliminate the narrow exception for nonmonetary exchanges of similar
productive assets and replace it with a broader exception for exchanges of
nonmonetary assets that do not have "commercial substance." This standard is
effective for nonmonetary asset exchanges occurring after July 1, 2005. The
adoption of this standard is not expected to impact the Company's consolidated
financial statements.
F-17
Segment Information
The Company provides transportation capacity and related logistics
services through its integrated network of independent agents and third party
capacity providers. For the purpose of applying Statement of Financial
Accounting Standards No. 131, "Disclosures About Segments of an Enterprise and
Related Information", management has determined that it operates in a single
business segment.
Note 2 - Debt
Loan Payable
In May 2003, the Company entered into a $1.5 million Line of Credit,
expiring in May 2004, with a commercial lending institution, secured by
substantially all assets of the Company. In 2004, this Line of Credit was
increased to $2.5 million, expiring in June 2005. The line provides for interest
at the prime rate plus 1/2% and the maintenance of certain financial covenants.
Interest of $59,000 and $27,000 was charged to operations in 2004 and 2003,
respectively.
In August 2001, the Company entered into a $500,000 Line of Credit
Agreement with James T. Martin, a significant stockholder of the Company,
secured by the Company's accounts receivable. Interest on the outstanding
borrowings was 17% per annum, payable quarterly in arrears. This credit facility
was repaid in full in May 2003. Interest of $35,000 was charged to operations in
2003.
Convertible Subordinated Debentures
In December 2000, the Company obtained financing totaling $575,000 from
certain related parties in the form of ten year 12% Subordinated Convertible
Debentures (Debentures). In January 2004, these Debentures were converted into
2,300,000 shares of common stock. Interest of $4,000 and $69,000 was charged to
operations in each of 2004 and 2003, respectively.
Note 3 - Loan Receivable
In December 2001, the Company made a loan of $100,000 to the father-in-law
of Harry Wachtel, the president of the Company. This loan bore interest at 4%
per annum and was repaid in full in March 2004.
Note 4- Income Taxes
For the years ended December 31, 2004, 2003 and 2002, the provision for
income taxes consisted of the following:
F-18
2004 2003 2002
----------------------- -----------------------
Current Deferred Current Deferred Current Deferred
--------- --------- --------- --------- --------- ---------
Income tax expense before application
of operating loss carryforwards $ 393,000 $ -- $ 205,000 $ -- $ 131,000 $ --
Income tax expense (benefit) of
Operating loss carryforwards (336,000) 336,000 (175,000) -- (115,000) $ --
Change in valuation allowance -- (873,000) -- (784,000) -- --
--------- --------- --------- --------- --------- ---------
Income tax expense (benefit) $ 57,000 $(537,000) $ 30,000 $(784,000) $ 16,000 $ --
--------- --------- --------- --------- --------- ---------
The following table reconciles the Company's effective income tax rate on
income from operations to the Federal Statutory Rate for the years ended
December 31, 2004 and 2003.
2004 2003 2002
------ ------ ------
Federal Statutory Rate 34.0% 34.0% 34.0%
State income taxes, net of federal benefit 5.7 3.6 4.5
Effect of:
Utilization of operating loss carryforward (34.0) (34.0) (34.0)
Change in valuation allowance (88.4) (141.6) --
------ ------ ------
(48.7)% (138.0)% 4.5%
====== ====== ======
Deferred taxes are comprised of the following at December 31, 2004 and
2003:
December 31, December 31,
2004 2003
------------ ------------
Deferred tax asset:
Net operating loss carryforward $ 5,590,000 $ 5,926,000
----------- -----------
Gross deferred tax asset 5,590,000 5,926,000
Less: valuation allowance (4,269,000) (5,142,000)
----------- -----------
Deferred tax asset $ 1,321,000 $ 784,000
=========== ===========
The deferred tax asset represents expected future tax savings resulting
from the Company's net operating loss carryforward. As of December 31, 2004, the
Company has a net operating loss carryforward of approximately $16.5 million for
federal income tax purposes which expire through 2014. Utilization of this
benefit is primarily subject to the extent of future earning of the Company, and
may be limited by, among other things, shareholder changes, including the
possible issuance by the Company of additional shares in one or more financing
or acquisition transactions. The Company has established a valuation allowance
for the portion of the possible tax savings not likely to be realized by the end
of the carryforward period.
Based upon available objective evidence, including the Company's
post-merger history of profitability, management believes it is more likely than
not that forecasted taxable income will be
F-19
sufficient to utilize a portion of the net operating loss carryforward before
its expiration in 2014. Accordingly, in 2004 and 2003 the valuation allowance
was reduced by $873,000 and $784,000, respectively. However, there can be no
assurance that the Company will meet its expectations of future income.
Note 5 - Commitments and Contingencies
Leases
The Company is obligated under non-cancelable operating leases for
premises expiring at various dates through April 2010. Future minimum lease
payments are $62,000, $68,000, $73,000, $67,000 and $70,000 for the years ended
December 31, 2005, 2006, 2007, 2008 and 2009, respectively. Rent expense for the
years ended December 31, 2004, 2003 and 2002 was $77,000, $53,000 and 77,000,
respectively.
Other Agreements
The Company has employment agreements with Messrs. Wachtel, the president,
and Wunderlich, the executive vice president and chief financial officer of the
Company, who are also stockholders. The agreements expire in March 2006 and
provide for minimum annual compensation of $205,000 and $100,000, and bonuses
equal to 10% of the Company's consolidated pre-tax profit (as defined) up to
$1,250,000, respectively. Bonus payments to each of Messrs. Wachtel and
Wunderlich were $125,000 for the year ended December 31, 2004 and $51,531 and
$55,281 for the year ended December 31, 2003, respectively.
Litigation
The Company is involved in certain litigation arising in the ordinary
course of its business. In the opinion of management, these matters will not
have a material adverse effect on the Company's financial position or liquidity.
Note 6 - Stockholders' Equity
Stock Option Plans
The Company has seven stock option plans, its 1985, 1986, 1989, 1992,
1997, 1999 and 2003 Plan (collectively, the Plans). Pursuant to the Plans, a
total of 7,842,500 shares of Common Stock were made available for grant of stock
options. Under the Plans, options have been granted to key personnel for terms
of up to ten years at not less than fair value of the shares at the dates of
grant and are exercisable in whole or in part at stated times commencing one
year after the date of grant. No further grants will be made under the 1985,
1986, 1989 or 1992 Plans.
Options have been granted under the Plans to independent sales agents
under the same general terms and conditions as options granted to employees.
Such option grants are primarily based upon profits generated by the grantee and
act as long-term incentives for the independent sales agent to remain with the
Company. Out of the total options outstanding of 5,594,000 as of December 31,
2004, 3,784,000 have been granted to agents.
F-20
Option activity for the years ended December 31, 2004, 2003 and 2002 was
as follows:
Granted Exercisable
---------------------------- ---------------------------
Weighted Weighted
Number of Average Number of Average
Shares Exercise Price Shares Exercise Price
---------- -------------- ---------- --------------
Outstanding at January 1, 2002 1,461,000 .10
Forfeited during the year (86,000) .08
Exercised during the year (50,000) .10
Granted during the year 1,258,000 .13
--------- ----------
Outstanding at December 31, 2002 2,583,000 .11 1,005,000 $ .09
---------- ----------
Forfeited during the year (222,000) .10
Exercised during the year (35,000) .10
Granted during the year 1,769,000 .20
--------- ----------
Outstanding at December 31, 2003 4,095,000 $ .15 1,802,000 $ .10
---------- ----------
Forfeited during the year (736,000) .16
Exercised during the year (202,000) .07
Granted during the year 2,437,000 .44
--------- ----------
Outstanding December 31, 2004 5,594,000 $ .28 2,449,000 $ .15
---------- ---------- ---------- ----------
As of December 31, 2004, there were 450,000 shares of common stock available for
issuance pursuant to future stock option grants. Additional information
regarding options outstanding as of December 31, 2004 is as follows:
Options outstanding Options exercisable
Weighted
average
remaining Weighted Weighted
Range of contractual lie average exercise average exercise
exercise prices Shares (years) price Shares price
$.06 - .10 965,000 4.28 $.093 965,000 $.093
.11 - .20 1,760,000 7.99 .152 1,096,000 .143
.24 - .37 1,001,000 5.10 .295 367,000 .292
.41 - .62 1,868,000 5.16 .478 21,000 .600
--------------------------------------------------------------------------------------------------------------------
$.06 - .62 5,594,000 5.89 $.276 2,449,000 $.150
--------------------------------------------------------------------------------------------------------------------
Weighted average fair value of options granted:
2004 $ .42
2003 $ .20
2002 $ .13
F-21
The fair value of each option grant is estimated on the date of grant using the
Black Scholes option pricing model with the following weighted average
assumptions by grant year. Adjustments for forfeitures are made as they occur.
2004 2003 2002
------ ------ ------
Risk-free interest rate 3.00% 3.00% 3.00%
Expected dividend yield 0% 0% 0%
Expected volatility factor 25.24% 41.06% 39.26%
Expected option term, in years 5.48 10 10
Note 7 - Fair Value of Financial Instruments
The following disclosures of fair value were determined by management
using available market information and appropriate valuation methodologies.
Considerable judgment is necessary to interpret market data and develop
estimated fair value. Accordingly, the estimates presented herein are not
necessarily indicative of the amounts the Company could realize on disposition
of the financial instruments. The use of different market assumptions and/or
estimation methodologies may have a material effect on the estimated fair value
amounts.
Cash, accounts receivable, loans receivable, accounts payable and accrued
liabilities, loans payable and convertible subordinated debentures are carried
at amounts which reasonably approximate fair value.
Note 8 - Quarterly Results of Operations (Unaudited)
Year Ended December 31, 2004
Quarter Ended
--------------------------------------------------------
Mar 31 June 30 Sep 30 Dec 31
----------- ----------- ----------- -----------
Gross revenues $ 8,159,000 $10,960,000 $12,938,000 $14,435,000
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Net income $ 176,000 $ 271,000 $ 278,000 $ 741,000
=========== =========== =========== ===========
Basic net income per share $ .006 $ .009 $ .009 $ .023
----------- ----------- ----------- -----------
Diluted net income per share $ .005 $ .008 $ .008 $ .022
=========== =========== =========== ===========
Year Ended December 31, 2004
Quarter Ended
--------------------------------------------------------
Mar 31 June 30 Sep 30 Dec 31
----------- ----------- ----------- -----------
Gross revenues $ 5,141,000 $ 6,102,000 $ 7,552,000 $ 8,376,000
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Net income $ 79,000 $ 108,000 $ 172,000 $ 941,000
=========== =========== =========== ===========
Basic and diluted net income per
Share $ .003 $ .004 $ .006 $ .032
=========== =========== =========== ===========
F-22
Note 9 - Supplemental Disclosure of Cash Flow Information
Cash paid for interest in 2004, 2003 and 2002 was $59,000, $131,000 and
$147,000, respectively.
The Company paid no income taxes in 2004, 2003 and 2002.
In a non-cash transaction, in January 2004, $575,000 of convertible subordinated
debentures were converted into 2,300,000 shares of the Company's common stock.
F-23
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following are the expenses of the issuance and distribution of the
securities being registered, other than underwriting commissions and expenses,
all of which will be paid by the Company. Other than the SEC registration fee
all of such expenses are estimated.
Registration fee ................................................. $ 258.00
Printing and Edgar Conversion expenses ........................... $ 1,500.00
Accounting fees and expenses ..................................... $ 1,000.00
Legal fees and expenses .......................................... $10,000.00
Transfer agent and registrar fees and expenses ................... $ 00.00
Miscellaneous .................................................... $ 242.00
Total ................................................... $13,000.00
==========
Item 15..Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law grants us the power to
indemnify our directors and officers against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement in connection with
specified actions, suits or proceedings, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation - a
"derivative action"), if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. A similar standard is
applicable in the case of derivative actions, except that indemnification only
extends to expenses (including attorneys' fees) incurred in connection with the
defense or settlement of such actions, and the statute requires court approval
before there can be any indemnification in which the person seeking
indemnification has been found liable to the corporation. The statute provides
that it is not exclusive of other indemnification that may be granted by a
corporation's charter, bylaws, disinterested director vote, stockholder vote,
agreement or otherwise.
Our Certificate of Incorporation provides that we indemnify and hold
harmless each of our directors and officers to the fullest extent authorized by
the Delaware General Corporation Law, against all expense, liability and loss
(including attorney's fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid or to be paid in settlement) reasonably incurred or suffered by
such person in connection therewith.
Our Certificate of Incorporation also provides that a director will not be
personally liable to us or to our stockholders for monetary damages for breach
of the fiduciary duty of care as a director. This provision does not eliminate
or limit the liability of a director:
o for breach of his or her duty of loyalty to us or to our
stockholders;
o for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;
F-24
o under Section 174 of the Delaware General Corporation Law (relating
to unlawful payments or dividends or unlawful stock repurchases or
redemptions); or
o for any improper benefit.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons pursuant to
our Certificate of Incorporation, Bylaws and the Delaware General Corporation
Law, we have been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy and is, therefore,
unenforceable.
Item 16. Exhibits
Exhibit
No. Description
------- -----------
No. 3A Certificate of Incorporation of the Company, as amended. (9)
No. 3B Amended and Restated By-Laws of the Company. (5)
No. 4A Specimen Stock Certificate. (2)
No. 5A Opinion of Morse, Zelnick, Rose and Lander, LLP*
No. 9A Voting Agreement dated June 1, 2001 among Harry Wachtel, on
the one hand and William Wunderlich and Marc Weiss on the
other hand.*
No. 10A 1986 Stock Option Plan. (1)
No. 10B 1989 Stock Option Plan. (3)
No. 10C 1992 Stock Option Plan. (4)
No. 10D 1997 Stock Option Plan. (6)
No. 10E 1997 Non-Employee Stock Option Plan. (6)
No. 10F 1999 Stock Option Plan. (8)
No. 10G Form of Agreement and Plan of Reorganization among AutoInfo,
Inc. on the one hand, and Sunteck Transport Co., Inc., et al.,
on the other hand, dated June 22, 2000. (7)
No. 10H Form of Debenture dated December 6, 2000. (7)
No. 10I Employment Agreement between AutoInfo, Inc. and Harry M.
Wachtel dated as of December 7, 2000. (9)
No. 10J Employment Agreement between AutoInfo, Inc. and William
Wunderlich dated December 7, 2000. (9)
No. 10K Amendment to Employment Agreement between AutoInfo, Inc. and
Harry M. Wachtel dated as of May 7, 2004. (11)
No. 10L Amendment to Employment Agreement between AutoInfo, Inc. and
William Wunderlich dated May 7, 2004. (11)
No. 10M Stock Purchase Agreement between AutoInfo, Inc and Kinderhook
Partners, LP dated January 21, 2004.(10)
No. 10N Registration Rights Agreement between AutoInfo, Inc. and
Kinderhook Partners, LP, et al,
dated October 4, 2004.(11)
No. 10O First Amendment to Revolving Credit and Security Agreement
between Wachovia Bank and AutoInfo, Inc., et al (11)
No. 21A Subsidiaries of the Registrant. (11)
No. 23A Consent of Dworken, Hillman, LaMorte & Sterczala, P.C.,
independent registered public accounting firm.
No. 23B Consent of Morse, Zelnick, Rose & Lander, LLP (included in
Exhibit 5.1)*
No. 24A Power of Attorney *
----------
* Previously filed
(1) This Exhibit was filed as an Exhibit to our definitive proxy statement
dated October 20, 1986 and is incorporated herein by reference.
(2) This Exhibit was filed as Exhibit to our Registration Statement on Form
S-1 (File No. 33-15465) and is incorporated herein by reference.
(3) This Exhibit was filed as an Exhibit to our definitive proxy statement
dated September 25, 1989 and is incorporated herein by reference.
(4) This Exhibit was filed as an Exhibit our definitive proxy statement dated
October 2, 1992 and is incorporated herein by reference.
(5) This Exhibit was filed as an Exhibit to our Current Report on Form 8-K
dated March 30, 1995 and is incorporated herein by reference.
(6) This Exhibit was filed as an Exhibit to our Annual Report on Form 10-K for
the year ended December 31, 1997 and is incorporated herein by reference.
(7) This Exhibit was filed as an Exhibit to our Current Report on Form 8-K
dated December 6, 2000 and is incorporated herein by reference.
(8) This Exhibit was filed as an Exhibit to our Annual Report on Form 10-K for
the year ended December 31, 1999 and is incorporated herein by reference.
(9) This Exhibit was filed as an Exhibit to our Annual Report on Form 10-KSB
for the year ended December 31, 2000 and is incorporated herein by
reference.
(10) This Exhibit was filed as an Exhibit to our Annual Report on Form 10-KSB
for the year ended December 31, 2003 and is incorporated herein by
reference.
(11) This Exhibit was filed as an Exhibit to our Annual Report on Form 10-KSB
for the year ended December 31, 2004 and is incorporated herein by
reference.
Item 17. Undertakings
A. The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to:
(i) include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement; and
(iii) include any additional or changed material information
with respect to the plan of distribution disclosed in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4)
For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
B. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the small
business issuer pursuant to the foregoing provisions, or otherwise, the small
business issuer has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the small
business issuer of expenses incurred or paid by a director, officer or
controlling person of the small business issuer in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the small business
issuer will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-2 and has duly caused this Amendment No. 2 to
this Registration Statement to be signed on its behalf by the undersigned, there
unto duly authorized, in the City of Boca Raton, State of Florida on June 17,
2005.
AUTOINFO, INC.
By: /s/ Harry Wachtel
--------------------------------------
Harry Wachtel, Chief Executive Officer
In accordance with the requirements of the Securities Act of 1933, as
amended, the following persons have signed this Amendment No. 2 to this
Registration Statement in the capacities indicated on the date set forth above.
Signature Title
--------- -----
/s/ Harry Wachtel Chief Executive Officer, President and
------------------------------------- Director (principal executive officer)
Harry Wachtel
/s/ William W. Wunderlich Chief Financial and Accounting Officer
------------------------------------- (principal financial officer)
William W. Wunderlich
* Mark Weiss Director
-------------------------------------
Mark Weiss
*Peter C. Einselen Director
-------------------------------------
Peter C. Einselen
* Thomas C. Roberston Director
-------------------------------------
Thomas C. Roberston
-------------------------------------
/s/ Harry Wachtel
-------------------------------------
* By: Harry Wachtel, Attorney in fact