UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
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SEC FILE NUMBER
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CUSIP NUMBER 86606R107
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(CHECK ONE): |_| Form 10-K Form 20-F Form 11-K |X| Form 10-Q Form N-SAR
For Period Ended: June 30, 2007
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|_| Transition Report on Form 10-K
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-Q
|_| Transition Report on Form N-SAR
For the Transition Period Ended: June 30, 2007
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READ INSTRUCTION (ON BACK PAGE) BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
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NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE
COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HERIN.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
Summit Global Logistics, Inc.
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Full Name of Registrant
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Former Name if Applicable
One Meadowlands Plaza
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Address of Principal Executive Office (STREET AND NUMBER)
East Rutherford, New Jersey 07073
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City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
|X|
(b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F,11-K or Form
N-SAR, or portion thereof, will be filed on or before the fifteenth
calendar day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q, or portion
thereof will be filed on or before the fifth calendar day following
the prescribed due date; and
(c) The accountant's statement or other
exhibit required by Rule 12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
Summit Global Logistics, Inc. (the "Company") is in the process of preparing and
reviewing the report on Form 10-Q for the quarter ended June 30, 2007, and the
Form 10-Q could not be completed on or before the August 14, 2007 prescribed due
date without unreasonable effort or expense. Management has no reason to believe
that the report will not be completed within the extension period.
PART IV-- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Paul Shahbazian (201) 806-3700 ext.213
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). |X| Yes |_| No
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(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
|X| Yes |_| No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
See Schedule A attached hereto.
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SUMMIT GLOBAL LOGISTICS, INC.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date August 14, 2007 By /s/ Paul Shahbazian
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Name: Paul Shahbazian
Title: Chief Financial Officer
SCHEDULE A
In November 2006, the Company acquired Maritime Logistics US Holdings Inc.
("Maritime Logistics") by merging the Company's wholly owned subsidiary into
Maritime Logistics (we refer to this acquisition as the merger). As a result of
the merger, Maritime Logistics became a wholly-owned subsidiary of the Company,
and the Company subsequently changed its name to Summit Global Logistics, Inc.
Prior to the merger, the Company did not have any meaningful business
operations. Maritime Logistics was established on February 6, 2006 as an ocean
transportation intermediary logistics company. During 2006, on or about the
effective time of the merger, Maritime Logistics completed several acquisitions.
The merger was accounted for as a reverse acquisition whereby Maritime Logistics
was deemed to be the "accounting acquirer." The consolidated results of
operations of the Company for 2006 include the consolidated financial statements
of Maritime Logistics from its inception in February 2006 through December 31,
2006, combined with the 2006 results of operations of the other acquired
businesses prior to their acquisition.
The Company's consolidated revenues for the six months ended June 30, 2007 were
$115.2 million. The Company had $0.5 million revenue for the six months ended
June 30, 2006. However, the unaudited pro forma combined revenues of the Company
for the six months ended June 30, 2006, were $94.2 million. This unaudited pro
forma revenue for the six months ended June 30, 2006 combines the Company's
predecessors as if the merger and acquisitions had occurred as of January 1,
2006. Revenues increased by $21.0 million or 22.2% from $94.2 million in 2006 to
$115.2 million in 2007. Revenue growth was driven primarily by (i) $14.7 million
revenue by SeaMaster, our Asian operation that actively started in April, 2007
and (ii) $7.8 million increase due to an increase in containerized cargo freight
management movement in the six months ended June 30, 2007. Such revenue growth
was offset by the termination of certain customer contracts as a result of the
Company's restructuring of certain of its warehousing contracts to a dedicated
space revenue model.
The Company's consolidated revenues for the three months ended June 30, 2007
were $69.1 million. The Company had $0.5 million of revenue for the three months
ended June 30, 2006. However, the unaudited pro forma combined revenues of the
Company for the three months ended June 30, 2006, were $49.8 million. This
unaudited pro forma revenue for the three months ended June 30, 2006 combines
the Company's predecessors as if the merger and acquisitions had occurred as of
January 1, 2006. Revenues increased by $19.3 million or 38.5% from $49.8 million
in 2006 to $69.1 million in 2007. Revenue growth was driven primarily by (i)
$14.7 million revenue by SeaMaster, our Asian operation that actively started in
April, 2007 and (ii) $3.4 million increase due to an increase in containerized
cargo freight management movement in the three months ended June 30, 2007.