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8-K/A - FORM 8-K/A - Roadrunner Transportation Systems, Inc.d371081d8ka.htm

Exhibit 99.1(a)

PRIME LOGISTICS CORP. AND SUBSIDIARY

Unaudited Condensed Consolidated Financial Statements

As of June 30, 2011 and December 31, 2010 and

For the Six Months Ended June 30, 2011 and 2010


PRIME LOGISTICS CORP. AND SUBSIDIARY

TABLE OF CONTENTS

 

Financial Statements (Unaudited):

  

Condensed Consolidated Balance Sheets – As of June 30, 2011 and December 31, 2010

     1   

Condensed Consolidated Statements of Operations – For the Six Months Ended June 30, 2011 and 2010

     2   

Condensed Consolidated Statements of Cash Flows – For the Six Months Ended June 30, 2011 and 2010

     3   

Notes to Unaudited Condensed Consolidated Financial Statements

     4   


PRIME LOGISTICS CORP. AND SUBSIDIARY

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands, except share amounts)

 

     June 30,     December 31,  
     2011     2010  

ASSETS

    

CURRENT ASSETS:

    

Cash and cash equivalents

   $ 3,175      $ 3,351   

Accounts receivable, net

     7,440        7,144   

Prepaid expenses

     133        51   

Deferred tax assets

     300        280   

Total current assets

     11,048        10,826   
  

 

 

   

 

 

 

PROPERTY AND EQUIPMENT, net

     4,086        4,313   

OTHER ASSETS:

    

Deposits

     104        42   

Goodwill

     25,012        25,012   

Customer relationships, net

     2,186        2,318   

Deferred tax assets

     549        549   
  

 

 

   

 

 

 

Total other assets

     27,851        27,921   
  

 

 

   

 

 

 

Total Assets

   $ 42,985      $ 43,060   
  

 

 

   

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

    

CURRENT LIABILITIES:

    

Current maturities of long-term debt

   $ 1,665      $ 1,665   

Accounts payable

     3,513        3,979   

Accrued expenses

     4,705        4,736   
  

 

 

   

 

 

 

Total current liabilities

     9,883        10,380   

LONG-TERM LIABILITIES:

    

Long-term debt

     9,351        11,701   

Other long-term liabilities

     2,128        2,150   
  

 

 

   

 

 

 

Total liabilities

     21,362        24,231   
  

 

 

   

 

 

 

SHAREHOLDERS’ EQUITY:

    

Series A preferred stock (20,000 shares authorized, 13,656 issued and outstanding, $1,000 par value)

     13,656        13,656   

Class A common stock (4,400,000 shares authorized, 1,817,350 issued and outstanding, $.00001 par value)

     1        1   

Additional paid-in capital

     6,617        6,617   

Retained earnings

     5,388        2,594   
  

 

 

   

 

 

 
     25,662        22,868   

Less: Treasury stock

     (4,039     (4,039
  

 

 

   

 

 

 

Total Shareholders’ Equity

     21,623        18,829   
  

 

 

   

 

 

 

Total Liabilities and Shareholders’ Equity

   $ 42,985      $ 43,060   
  

 

 

   

 

 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

1


PRIME LOGISTICS CORP. AND SUBSIDIARY

Condensed Consolidated Statements of Operations

(Unaudited)

(In thousands)

 

     For the Six Months Ended  
     June 30,  
     2011     2010  

Net Revenues

   $ 37,866      $ 31,545   

Cost of Revenues

     28,230        24,675   
  

 

 

   

 

 

 

Gross Profit

     9,636        6,870   

General and Administrative Expenses

     4,306        3,381   
  

 

 

   

 

 

 

Income from Operations

     5,330        3,489   
  

 

 

   

 

 

 

Other Income (Expense)

    

Interest expense, net

     (415     (544

Management fees

     (150     (150

Acquisition expenses, net

     (61     —     

Other income, net

     33        35   
  

 

 

   

 

 

 

Total Operating Expenses

     (593     (659
  

 

 

   

 

 

 

Net Income before Income Taxes

     4,737        2,830   

Income Tax Expense

     (1,943     (1,223
  

 

 

   

 

 

 

Net Income

   $ 2,794      $ 1,607   
  

 

 

   

 

 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

2


PRIME LOGISTICS CORP. AND SUBSIDIARY

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

 

     For the Six Months Ended  
     June 30,  
     2011     2010  

CASH FLOWS FROM OPERATING ACTIVITIES:

    

Net income

   $ 2,794      $ 1,607   

Adjustments to reconcile net income to net cash provided by operating activities:

    

Depreciation and amortization

     588        559   

Deferred tax provision

     41        32   

Changes in:

    

Accounts receivable

     (310     727   

Prepaid expenses and other assets

     (148     622   

Accounts payable

     (466     345   

Accrued expenses and other liabilities

     (113     488   
  

 

 

   

 

 

 

Net cash provided by operating activities

     2,386        4,380   
  

 

 

   

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

    

Purchase of equipment

     (229     (317
  

 

 

   

 

 

 

Net cash used in investing activities

     (229     (317
  

 

 

   

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

    

Principal payments on long-term debt

     (2,333     (2,333
  

 

 

   

 

 

 

Net cash used in financing activities

     (2,333     (2,333
  

 

 

   

 

 

 

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

     (176     1,730   

CASH AND CASH EQUIVALENTS:

    

Beginning of Period

     3,351        654   
  

 

 

   

 

 

 

End of Period

   $ 3,175      $ 2,384   
  

 

 

   

 

 

 

SUPPLEMENTAL INFORMATION:

    

Interest paid

   $ 391      $ 517   
  

 

 

   

 

 

 

Income taxes paid

   $ 1,273      $ 1,007   
  

 

 

   

 

 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

3


PRIME LOGISTICS CORP. AND SUBSIDIARY

Notes to Unaudited Condensed Consolidated Financial Statements

1. Organization, Nature of Business and Significant Accounting Policies

Nature of Business

Prime Logistics Corp. and Subsidiary (the “Company”), is a Delaware holding company incorporated on September 22, 2009, with one wholly owned subsidiary, Prime Distribution Services, Inc.

Prime Distribution Services, Inc., (“Distribution”) incorporated in Indiana, is a third-party logistics company headquartered in Plainfield, Indiana, that provides warehousing, cross docking and multi-vendor freight consolidation. The Company has operating locations in Indiana, Texas, Georgia and California.

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements include the results of operations of the Company and its wholly owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) 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 revenue and expenses during the reporting period. Actual results could differ from those estimates.

2. Goodwill and Intangible Assets

Goodwill represents the excess of the purchase price of each acquisition over the estimated fair value of the net assets acquired.

Intangible assets consist of customer relationships acquired from business acquisitions. Intangible assets at June 30, 2011 and December 31, 2010 are as follows (in thousands):

 

     June 30, 2011      December 31, 2010  
     Gross      Accumulated      Net      Gross      Accumulated      Net  
     Amount      Amortization      Amount      Amount      Amortization      Amount  

Total Customer Relationships

   $ 2,650       $ 464       $ 2,186       $ 2,650       $ 332       $ 2,318   

Customer relationships are being amortized over 10 years. Amortization expense amounted to $0.1 million for the both the six months ended June 30, 2011 and 2010, respectively.

 

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3. Line of Credit

At June 30, 2011, the Company had a revolving line of credit agreement including standby letters of credit with a bank maturing on September 30, 2012. The line of credit provides for a maximum aggregate credit limit of $6.0 million, and is reduced by outstanding standby letters of credit of $1.8 million at June 30, 2011. The Company issued the related standby letters of credit to secure the performance of certain leases. There were no outstanding borrowings under the line of credit at June 30, 2011.

The credit agreement allows for interest rate swap agreements under certain circumstances. There were no such swap agreements as of June 30, 2011.

Interest on outstanding borrowings is charged monthly, at the greater of 6% or LIBOR plus 5% (5.5% at June 30, 2011). The Company pays a quarterly commitment fee of 0.5% on the unused portion of the line of credit.

Covenants under the line of credit agreement require the Company to meet certain financial ratios including (a) a maximum of funded debt to earnings before interest, tax, depreciation, and amortization (EBITDA) ratio, (b) a maximum senior funded debt to EBITDA ratio, and (c) a minimum fixed charge coverage ratio. In addition, the line of credit provides for certain Company limitations on capital expenditures, disposal of assets, equipment operating lease obligations, and payment of dividends.

The line of credit is secured by substantially all assets of the Company and is subject to terms of a Guaranty Agreement.

4. Long-Term Debt

Long-term debt consisted of the following as of June 30, 2011 and December 31, 2010 (in thousands):

 

     June 30,     December 31,  
     2011     2010  

Notes payable to bank:

    

Due in quarterly installments of $416, plus monthly interest at 6% through September 2012

   $ 8,086      $ 10,419   

Notes payable to related parties due to acquisition:

    

Due in full on the maturity date of September 2015, plus quarterly interest at a rate of 5%

     2,930        2,947   
  

 

 

   

 

 

 
     11,016        13,366   

Less: current maturities

     (1,665     (1,665
  

 

 

   

 

 

 
   $ 9,351      $ 11,701   
  

 

 

   

 

 

 

The notes payable agreement requires the Company to make certain mandatory principal payments contingent on cash availability and specified events, as defined.

5. Operating Lease Commitments

The Company leases equipment under operating leases with unexpired terms ranging from one to five years. Rent expense for equipment operating leases amounted to $0.4 million and $0.3 million for the six months ended June 30, 2011 and 2010, respectively.

 

5


The Company is currently leasing warehouse and office facilities at four locations for its operations. The facilities are located in Plainfield, Indiana; Mesquite, Texas; Stockton, California and Norcross, Georgia. The operating leases have unexpired terms ranging from two to ten years with escalating payments. Lease expense is recognized on a straight-line basis over the term of the related lease for these facilities and amounted to $3.6 million and $3.3 million for the six months ended June 30, 2011 and 2010, respectively.

6. Shareholders Equity

Changes in Shareholders Equity consisted of the following (in thousands):

 

     For the Six Months Ended  
     June 30,  
     2011      2010  

Beginning balance

   $ 18,829       $ 14,414   

Net income

     2,794         1,607   
  

 

 

    

 

 

 

Ending balance

   $ 21,623       $ 16,021   
  

 

 

    

 

 

 

Shares Authorized

The Company has 5,000,000 total authorized shares of capital stock with a par value of $0.00001 per share on both Class A and Class B common stock and par value of $1,000 per share on its Series A preferred stock. The Company’s authorized capital stock consists of 4,400,000 shares of Class A common stock, 500,000 shares of Class B common stock and 100,000 shares of preferred stock. The Company has designated 20,000 of the preferred shares as Series A preferred stock. The Company also authorized 15,000 shares of unissued treasury stock.

Common Stock

The Company had 1,817,350 shares of Class A common stock issued and outstanding at June 30, 2011 and December 31, 2010.

The Company had zero shares of Class B common stock issued and outstanding at June 30, 2011 and December 31, 2010.

Series A Preferred Stock

The Company had 13,656 shares of mandatorily redeemable Series A preferred stock issued and outstanding at June 30, 2011 and December 31, 2010. The preferred stock is not convertible to any class of common stock and has no voting rights. The holders are entitled to receive cumulative dividends on a quarterly basis at a rate of 8% per year. Such dividends accumulate whether or not declared by the Company’s Board of Directors, but are payable only when and if declared by the Company’s Board of Directors. As of June 30, 2011 and December 31, 2010, cumulative preferred stock dividends on the Company’s 13,656 outstanding shares of Series A preferred stock amounted to approximately $1.9 million and $1.5 million, respectively, of which $0 has been declared for payment by the Company’s Board of Directors.

The preferred shares are mandatorily redeemable by the Company upon the uncertain consummation of an initial public offering of shares of capital stock by the Company. The Company has the option to redeem preferred shares at the election of the Board of Directors, at a price equal to the par value of the preferred stock plus any accrued and unpaid dividends. In the event of a liquidation or dissolution of the Company, holders of the preferred stock are entitled distribution from Company assets of $1,000 per share plus cumulative unpaid dividends before any payments are made to the holders of common stock.

 

6


7. Income Taxes

The effective income tax provision rate was 41.0% and 43.2% for the six months ended June 30, 2011 and 2010, respectively. In determining the quarterly provision for income taxes, the Company used an estimated annual effective tax rate, which was based on expected annual income, statutory tax rates, and its best estimate of non-deductible and non-taxable items of income and expense. Income tax expense varies from the amount computed by applying the federal corporate income tax rate of 35.0% to income before income taxes primarily due to state income taxes, net of federal income tax effect, Canadian income taxes, and adjustments for permanent differences.

8. Related Party Transactions

The Company has a management agreement with a related party and investor to provide consulting services. The Company’s expense for management fees was $0.2 million for the six months ended June 30, 2011 and 2010, respectively.

The Company has five-year employment agreements with shareholders Messrs. Caldwell and Delay through September 30, 2014. The employment agreements contain (a) certain annual payments as defined and (b) non-compete clauses that expire September 30, 2016.

The Company has executive agreements with members of management that provide for severance packages in the amount of the executive’s base pay, payable over a twelve month period and a one-year non-compete clause in the event of separation from employment. In addition, the agreements allow the Company to repurchase any securities owned by certain executives upon separation at fair market value.

 

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