Exhibit 99.2
Unaudited Financial Statements
Express-1, Inc.
June 30, 2004 and 2003
CONTENTS
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UNAUDITED FINANCIAL STATEMENTS | | |
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| | | Unaudited Balance Sheets | | 1 |
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| | | Unaudited Statements of Operations | | 2 |
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| | | Unaudited Statements of Cash Flows | | 3 |
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| | | Notes to Unaudited Financial Statements | | 4 |
Express-1, Inc.
UNAUDITED BALANCE SHEETS
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| | | June 30,
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| | | 2004
| | 2003
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| ASSETS | | | | | | |
Current assets: | | | | | | |
Cash and cash equivalents | | $ | 800 | | $ | 120,175 |
Accounts receivable, net of allowance for doubtful accounts of $35,000 and $27,000, respectively | | | 3,515,076 | | | 1,699,651 |
Prepaid expenses and other current assets | | | 179,744 | | | 75,825 |
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Total current assets | | | 3,695,620 | | | 1,895,651 |
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Property and equipment, net of accumulated depreciation | | | 824,405 | | | 648,080 |
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Total assets | | $ | 4,520,025 | | $ | 2,543,731 |
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| LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | |
Current liabilities: | | | | | | |
Accounts payable | | $ | 784,534 | | $ | 622,141 |
Line of credit | | | 550,569 | | | 348,581 |
Accrued salaries and wages | | | 243,124 | | | 160,854 |
Accrued owner / operator expenses | | | 705,531 | | | 131,817 |
Accrued liabilities, other | | | 198,677 | | | 89,402 |
Current portion of notes payable | | | 122,519 | | | 29,900 |
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Total current liabilities | | | 2,604,954 | | | 1,382,695 |
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Notes payable, less current portion | | | 180,922 | | | 18,151 |
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Total liabilities | | | 2,785,876 | | | 1,400,846 |
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Commitments and contingencies | | | — | | | — |
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Stockholders’ equity: | | | | | | |
Common stock, $40 par value, 1,250 authorized, 125 issued and outstanding at June 30, 2004 and 2003 | | | 5,000 | | | 5,000 |
Additional paid in capital | | | 55,800 | | | 55,800 |
Retained earnings | | | 1,673,349 | | | 1,082,085 |
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Total stockholders’ equity | | | 1,734,149 | | | 1,142,885 |
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Total liabilities and stockholders’ equity | | $ | 4,520,025 | | $ | 2,543,731 |
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The accompanying notes are an integral part of these financial statements.
1
Express-1, Inc.
UNAUDITED STATEMENTS OF OPERATIONS
For the Six months Ended June 30,
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| | | 2004
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Operating revenues | | $ | 11,538,921 | | | $ | 6,546,433 | |
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Cost of services | | | 8,135,250 | | | | 4,542,517 | |
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Gross profit | | | 3,403,671 | | | | 2,003,916 | |
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Selling, general and administrative expenses | | | 2,407,816 | | | | 1,804,961 | |
Other income | | | (24,927 | ) | | | (26,705 | ) |
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Net income | | $ | 1,020,782 | | | $ | 225,660 | |
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The accompanying notes are an integral part of these financial statements.
2
Express-1, Inc.
UNAUDITED STATEMENTS OF CASH FLOWS
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| | | June 30, | |
| | | 2004
| | | 2003
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Cash flows from operating activities: | | | | | | | | |
Net income | | $ | 1,020,782 | | | $ | 225,660 | |
Adjustments to reconcile net operations to net cash used in operating activities: | | | | | | | | |
Depreciation | | | 136,348 | | | | 136,800 | |
Adjustments to allowance for doubtful accounts | | | 8,000 | | | | 15,000 | |
Changes in operating assets and liabilities: | | | | | | | | |
Accounts receivable | | | (792,151 | ) | | | (473,742 | ) |
Prepaid expenses and other current assets | | | (121,844 | ) | | | 42,147 | |
Accounts payable | | | 571,287 | | | | 317,155 | |
Accrued salaries and wages | | | (50,996 | ) | | | (105,064 | ) |
Accrued owner / operator expense | | | 279,878 | | | | 14,952 | |
Accrued liabilities | | | (190,600 | ) | | | 79,585 | |
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Net cash provided by operating activities | | | 860,704 | | | | 252,493 | |
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Cash flows from investing activities: | | | | | | | | |
Purchases of property and equipment | | | (232,635 | ) | | | (84,038 | ) |
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Net cash used in investing activities | | | (232,635 | ) | | | (84,038 | ) |
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Cash flows from financing activities: | | | | | | | | |
Proceeds and payments on line of credit, net | | | (200,734 | ) | | | 90,040 | |
Principal payments on notes payable | | | (56,910 | ) | | | (19,320 | ) |
Proceeds from issuance on notes payable | | | 328,128 | | | | — | |
Distributions to stockholders | | | (703,053 | ) | | | (120,000 | ) |
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Net cash used in financing activities | | | (632,569 | ) | | | (49,280 | ) |
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Net change in cash and cash equivalents | | | (4,500 | ) | | | 119,175 | |
Cash and cash equivalents at beginning of period | | | 5,300 | | | | 1,000 | |
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Cash and cash equivalents at end of period | | $ | 800 | | | $ | 120,175 | |
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Supplemental disclosure of cash flow information: | | | | | | | | |
Cash paid: | | | | | | | | |
Interest | | $ | 12,458 | | | $ | 6,483 | |
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Non-cash financing activity | | | | | | | | |
Accrued distribution to stockholders | | $ | 51,827 | | | $ | — | |
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The accompanying notes are an integral part of these financial statements.
3
Express-1, Inc.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
June 30, 2004 and 2003
1. Description of Business and Organization
Express-1, Inc. (“Express-1” or “the Company”) is incorporated in the state of Michigan and headquartered in Buchanan, Michigan. The Company is engaged in the business of expedited trucking and is licensed to carry cargo in the 48 continental states and Canada. The Company runs automobiles, cargo vans, straight trucks and tractor-trailers and charter planes. These vehicles run under the Company’s authority in addition to brokering freight to other approved carriers to provide their customers service. The Company’s customer base is made up primarily of manufacturers located in the Midwest and Southeast United States.
Express-1 was founded in 1989 in a small business incubator in Niles, Michigan with a cargo van, a straight truck and a pager. The Company has forged a partnership between drivers and management to build Express-1’s reputation as a premier trucking company. The company currently occupies a 20,000 square foot facility in Buchanan, Michigan and regularly contracts with over 180 owner operators all equipped with the latest telecommunication technology. Express-1 is ISO 9001-2000 certified and has embraced this management philosophy and practice throughout its operations.
2. Summary of Significant Accounting Policies
Basis of Presentation
In the opinion of management, all adjustments consisting of normal recurring adjustments necessary for a fair statement of (a) the financial position at June 30, 2004, (b) the results of operations for the six month periods ended June 30, 2004 and 2003, and (c) cash flows for the six month periods ended June 30, 2004 and 2003, have been made.
Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted. The accompanying financial statements and notes should be read in conjunction with the audited financial statements and notes of the Company for the six-month period ended June 30, 2004 and fiscal year ended December 31, 2003. The results of operations for the six-month period ended June 30, 2004 are not necessarily indicative of those to be expected for the entire year.
Method of accounting
The Company prepares its financial statements in conformity with accounting principles generally accepted in the United States of America. These principles require 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. The Company reviews its estimates, including but not limited to, purchased transportation, recoverability of long-lived assets and allowance for doubtful accounts, on a regular basis and makes adjustments based on historical experiences and existing and expected future conditions. These evaluations are performed and adjustments are made, as information is available. Management believes that these estimates are reasonable; however, actual results could differ from these estimates.
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Express-1, Inc.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
June 30, 2004 and 2003
2. Summary of Significant Accounting Policies – Continued
Accounts receivable
The Company extends credit to its various customers based on the customer’s ability to pay. The Company provides for estimated losses on accounts receivable considering a number of factors, including the overall aging of the receivables, previous history with the customer and the customer’s current ability to pay its obligation to the Company. Based on management’s review of accounts receivable, an allowance for doubtful accounts of approximately $35,000 and approximately $27,000 is considered necessary as of June 30, 2004 and 2003, respectively. The Company does not accrue for interest on delinquent accounts.
Revenue recognition
Operating revenues for expediting services are recognized on the date the freight is delivered. Related costs of deliveries, which includes accrued owner / operator expense, are accrued as incurred and are also recognized when the freight is delivered.
Income taxes
The Company, with the consent of the stockholders, has elected under Sections 1361 through 1379 (sub-chapter S) of the Internal Revenue Code to be treated substantially as a partnership instead of as a corporation for income tax purposes. As a result, the stockholders will report the entire corporate taxable income and investment credit on their individual tax returns. Therefore, no provision for income taxes has been made to these financial statements.
3. Commitments and Contingencies
Litigation
In the ordinary course of business, the Company may be a party to a variety of legal actions that affect any business. The Company does not anticipate any of these matters or any matters in the aggregate to have a material adverse effect on the Company’s business or its financial position or results of operations.
Regulatory compliance
The Company’s activities are regulated by state and federal regulatory agencies under requirements that are subject to broad interpretations. The Company cannot predict the position that may be taken by these third parties that could require changes to the manner in which the Company operates.
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Express-1, Inc.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
June 30, 2004 and 2003
4. Subsequent Events
Effective as of August 1, 2004, Segmentz, Inc. acquired all of the outstanding capital stock of Express-1 Inc. Segmentz Inc. paid $6,000,000 cash, 2,928,571 options to buy common stock and 50,000 shares of Segmentz, Inc.’s common stock. In addition to the initial payment, the stockholders will be able to receive additional consideration in the form of an earn-out based on revenue and gross margin targets.
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