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4th quarter is included in the annual. They filed the annual.
As for the "full" annual? I guess that's a matter of interpretation. They filed an annual, and it says it doesn't include the financials from the acquisition because the acquisition happened in the last couple of days of the year. But that doesn't make it invalid.
I expect that when they finally file the audited financials for the form S-1 or form 10, those financials will be included on a "consolidated" basis. So we'll probably still get them eventually, in a few months.
Thanks for finding that. I spent 17 years in the freight industry and can say that this is very standard. It varies slightly from company to company but the basic pattern of a light first quarter and a large fourth quarter is quite common. Summer is also fairly big just due to good weather.
Agreed on the first part. Financial reporting obligation suspension is immediate, however. Full deregistration takes a long time as you noted, but they're already where they need to be for alternative financial reporting.
The form 15-12G already took effect. It's pretty much immediate provided they meet requirements. That's why they're filing quarterly statements through OTC Markets. Next up is a lawyer letter, and then pink current. Based on the last few days, I expect them to move pretty quickly on the basic requirements to stay current.
Maybe. Or maybe the debt is in part because they still owe money for the acquisition, and it will be paid in a few months AFTER they refile the S-1, which will happen AFTER they complete the audited financials.
It's pretty normal to have debt from acquisitions, and pretty normal to finance growth with debt provided that the revenue exceeds costs of same. The benefit of the public structure is that they can offload that to an accredited investor via a public offering once they've covered all the financial reporting requirements.
They wrote it into the financials twice as "effects of acquisition".
It's the accumulated deficit of 4.4 million on page F-4, and the Cash Flow from Financing Activities on F-5. They're basically saying that the acquisition "cost" 4.4 million either because of its effect on the stock or because of a pile of one-time costs. Either way, those aren't operational costs. They're corporate, financial, related to acquisition, and they're the sole reason the quarter wasn't wildly profitable. It was profitable even with a 4.4 million negative corporate adjustment.
This is going to be so much fun.
The first quarter is almost universally the worst quarter in the freight industry. Nobody annualizes freight revenue from the first quarter.
The 4 million loss had a lot to do with the dump off in the stock price. They list it as: "Effects of acquisition" Let's see, what were the effects of the acquisition. People dumped because people are people and the stock market was crap and other reasons. They performed the acquisition. The stock price dropped. They wrote it into the financials as some kind of drop in assets or similar. It will reverse in the future when the stock price goes back up.
The freight industry as a whole is also massively seasonal in the sense that the holiday quarter can be several multiples of other quarters, and can provide the majority of the revenue for the entire year.
Also, their losses are probably an accounting adjustment for the decrease in stock price during the dump off, which can be a negative 'investment' charge, so it's probably more profitable that this brief report looks.
They had to withdraw the S-1 to suspend their filing obligations. If you look at the legal requirements for a form 15-12G, they can't have an outstanding registration, and they can't have successfully registered shares in the immediate prior year. It was simply a necessary piece of the puzzle to be able to switch to non-SEC filing, which they have to do to stay current until the audit is complete.
Hopefully we'll be on track by the end of the year, but who knows.
I can't really speak to whether or not the deal is "dead", but the fact that they presented these financials as if those assets were part of the company suggests that it probably is not. My recollection is that the payments weren't required until 90 days after the S-1 was approved. I don't recall seeing a requirement that the S-1 must be approved by a certain date or the deal would be dead. While that might be a reasonable expectation on some levels, it also sets the company up to fail when third parties such as auditors or the SEC take their sweet time, which would have been short sighted. So my GUESS (and it's only a guess), is that the deal is still alive, and still waiting on the audit, after which the S-1 will be refiled with complete, updated, and audited financials.
Should end a little better than that now that financials are out....
A large part of that loss will be a technical adjustment due to the depreciation of the stock due to the dumpage over the winter....
Auditing takes a heck of a long time. They haven't said anything since they went silent but my best guess is it's probably it's just a waiting game for the audit to finish, then they'll be back on track. This ugliness is probably just them trying to remain current somehow until then.
Per bb's pinned post from April 20th, yes. But I haven't double checked his work.
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=171731312
Personally, I'm in hold and see mode. Can't speak for anyone else.
Agreed, that will be a big step.
Looks like ALPS :(
Either someone has old certs that they're selling, or I dunno...
Nice :)
Interesting. I would have thought that the Savannah warehouse was all they need there. The freight company I worked for on the west coast (unrelated to Tradition or APSI) had a warehouse a few miles from the port, and drove containers in and out of the port to/from the ocean carrier docks and ships, but didn't actually have facilities directly within the port itself.
It's possible this is just a form of marketing, and doesn't specifically mean they have facilities other than the Savannah warehouse, but I don't know for sure.
Yeah, looks like my lowest buy was May 1 at .135, go figure.
Looks like I should have grabbed a lot more aggressively under .14. Oh well. I got a few. LOL
Have they said how big this acquisition is? Thx
And thank you!
Also, sometimes a typo is just a typo. Especially on a phone, typing with thumbs.
Thanks for that. Sometimes a little confirmation is very helpful.
This basic status probably should have been obvious, but the fudsters are going to fud.
Thanks again.
Thank you. I think you and I are in agreement.
BS with a cherry on top.
Someone is shorting.
Didn't they PR something to that effect on March 9?
https://newsdirect.com/news/freedom-freight-services-div-of-tradition-transportation-launches-new-intermodal-services-515571496
There was also this tweet:
The stand alone Savannah location can add as much as $2 million/month in revenues at capacity which is within reach to achieve within the next few months. Revs are generated by storage fees as well as handling (in & out) fees. $APSI https://t.co/XrmgaxISQf
— APSI - Aqua Power Systems Inc (@inc_apsi) March 9, 2023
I'm expecting updates to resume after the 10K is finally released.
Thank you.
Off the top of my head, Anthem Anchor Bolts, and Freedom Freight. It's also not clear if Tradition Transportation and Tradition Logistics are technically one company or two, but they do have separate web pages
https://traditiontrans.com/ (Mothership?)
https://tradition-logistics.com/. (Subsidiary)
https://www.anthemabf.com/ (Subsidiary)
https://www.shipfreedomfreight.com/ (Subsidiary)
I don't know exactly how it all adds up, but it's in the ball park of a half a dozen if you include APSI and Karr, I guess.
.
I think they stopped tweeting for over a month before the Super 8K was released at the end of December, too. My guess is that news etc will pick back up after they finally get these audited financials out, but it's just a guess.
Yeah, LOL.
OK. Should be fine.
I don't think there's a "great" response to a late filing, FWIW.
And thank you again. I got it!
Can you send it to me, please? I don't have PMs, but would love to know what's going on.
Thank you!
I can still see a tweet from you for this morning. So I don't think it was deleted, at least.