PACR » Topics » NOTE 6. RELATED PARTY TRANSACTIONS

This excerpt taken from the PACR 10-K filed Feb 17, 2009.

NOTE 6. RELATED PARTY TRANSACTIONS

 

The following table summarizes related party transactions recorded in the consolidated statements of operations (in millions).

 

Related Party

  

Type

   Fiscal Year
Ended
December 26,
2008
   Fiscal Year
Ended
December 28,
2007
   Fiscal Year
Ended
December 29,
2006

Cost of purchased transportation and services:

        

Panther Expedited

   Truck transportation    $ 4.6    $ 4.5    $ 0.7

Selling, general and administrative expenses:

        

Perimeter West

   Facility lease      -      -      1.8
                       

Total related party SG&A expenses

   $ -    $ -    $ 1.8
                       

Total related party expenses

   $ 4.6    $ 4.5    $ 2.5
                       

 

The Company engages, in the ordinary course of its business, Panther Expedited Services, Inc. as a transportation broker to provide transportation services from time to time. Andrew C. Clarke, a member of the Company’s Board of Directors, is President of Panther Expedited Services, Inc. The Company paid Panther Expedited Services, Inc. $4.6 million, $4.5 million and $0.7 million in 2008, 2007 and 2006, respectively.

 

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PACER INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

In connection with the acquisition of Rail Van, the Company assumed a lease of a building that had been entered into by Rail Van with Perimeter West LLC, an entity associated with Mr. Brashares, an executive officer of the Company, and certain former shareholders of Rail Van. This lease commenced in April 2001, with an initial annual base rental payment of approximately $1.3 million. Lease payments were $1.8 million for the year ended December 29, 2006. In November 2006, Perimeter West LLC sold the land and building to an unaffiliated entity.

 

Management believes that the terms of the related party transactions listed above were at fair market rates.

 

This excerpt taken from the PACR 10-K filed Feb 19, 2008.

NOTE 6. RELATED PARTY TRANSACTIONS

 

The following table summarizes related party transactions recorded in the consolidated statements of operations (in millions).

 

Related Party

  

Type

   Fiscal Year
Ended
December 28,
2007
   Fiscal Year
Ended
December 29,
2006
   Fiscal Year
Ended
December 30,
2005

Cost of purchased transportation and services:

        

Panther Expedited

   Truck transportation    $ 4.5    $ 0.7    $ -

Selling, general and administrative expenses:

        

A&G Investments

   Facility lease    $ -    $ -    $ 0.6
                       

Perimeter West

   Facility lease      -      1.8      1.6
                       

Total related party SG&A expenses

   $ -    $ 1.8    $ 2.2
                       

Total related party expenses

   $ 4.5    $ 2.5    $ 2.2
                       

 

The Company engages, in the ordinary course of its business, Panther Expedited Services, Inc. as a transportation broker to provide transportation services from time to time. Andrew C. Clarke, a member of the Company’s Board of Directors, is President of Panther Expedited Services, Inc. The Company paid Panther Expedited Services, Inc. $4.5 million and $0.7 million in 2007 and 2006, respectively.

 

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PACER INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

The Company leases a facility consisting of office, warehousing and trucking space from A&G Investments, a California general partnership, of which Messrs. Goldfein and Steiner are the only partners. Mr. Goldfein is a former Director and Executive Vice President of the Company and was a stockholder until January 2005. Mr. Steiner was a stockholder until February 2005 and a former Executive Vice President of the Company. Lease payments were $0.6 million for the year ended December 30, 2005.

 

In connection with the acquisition of Rail Van, the Company assumed a lease of a building that had been entered into by Rail Van with Perimeter West LLC, an entity associated with Mr. Brashares, an executive officer of the Company, and certain former shareholders of Rail Van. This lease commenced in April 2001, with an initial annual base rental payment of approximately $1.3 million. Lease payments were $1.8 million and $1.6 million for the years ended December 29, 2006 and December 30, 2005, respectively. In November 2006, Perimeter West LLC sold the land and building to an unaffiliated entity.

 

Management believes that the terms of the related party transactions listed above were at fair market rates.

 

This excerpt taken from the PACR 10-K filed Feb 21, 2007.

NOTE 5. RELATED PARTY TRANSACTIONS

 

The following table summarizes related party transactions recorded in the consolidated statements of operations (in millions).

 

Related Party

  

Type

   Fiscal Year
Ended
December 29,
2006
   Fiscal Year
Ended
December 30,
2005
   Fiscal Year
Ended
December 31,
2004

Selling, general and administrative expenses:

        

Apollo Management

   Management fee    $ -    $ -    $ 0.3

Apollo Management

   Shelf registration fees      -      -      0.5

A&G Investments

   Facility lease      -      0.6      0.6

Perimeter West

   Facility lease      1.8      1.6      1.7
                       

Total related party SG&A expenses

   $ 1.8    $ 2.2    $ 3.1
                       

Total related party expenses

   $ 1.8    $ 2.2    $ 3.1
                       

 

On January 7, 2004, the Company filed a shelf registration statement under the Securities Act to register $150.0 million aggregate amount of securities of the Company comprising common stock, preferred stock and warrants to purchase preferred stock that may be offered and sold by the Company from time to time. Under the Company’s registration rights agreement with Coyote Acquisition LLC (“Coyote I”) and Coyote Acquisition II LLC (“Coyote II” and together with Coyote I, “Coyote”), the shelf registration statement also registered for sale from time to time all 8,702,893 shares of common stock beneficially owned by Apollo Investment Fund IV, L.P. (“AIF IV”) and Coyote. On November 10, 2004 and April 8, 2004, the Company filed with the SEC supplements to the prospectus included in the shelf registration statement discussed above for the sale by selling stockholders of all 8,702,893 shares of the Company’s common stock in two underwritten public offerings. The Company bore all of the fees and expenses payable in connection with the shelf registration statement and supplements (other than the underwriting discounts and commissions payable by AIF IV and Coyote), amounting to approximately $0.5 million during 2004. On November 12, 2004, upon the closing of the offering made pursuant to the prospectus supplement filed November 10, 2004, AIF IV and its affiliates had disposed of all of their common stock in the Company and the registration rights agreement terminated.

 

The Company was party to a management agreement with Apollo Management (“Apollo”), an affiliate of the Company’s principal shareholder until November 2004, for financial and strategic services as the Board of Directors may reasonably request. The fees paid for these services for the year ended December 31, 2004 were $0.3 million. This agreement expired on December 31, 2004.

 

The Company leases a facility consisting of office, warehousing and trucking space from A&G Investments, a California general partnership, of which Messrs. Goldfein and Steiner are the only partners. Mr. Goldfein is a former Director and Executive Vice President of the Company and was a stockholder until January 2005. Mr. Steiner was a stockholder until February 2005 and a former Executive Vice President of the Company. Lease payments were $0.6 million and $0.6 million for the years ended December 30, 2005 and December 31, 2004, respectively.

 

In connection with the acquisition of Rail Van, the Company assumed a lease of a building that had been entered into by Rail Van with Perimeter West LLC, an entity associated with Mr. Brashares, an

 

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Table of Contents

PACER INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

executive officer of the Company, and certain former shareholders of Rail Van. This lease commenced in April 2001, with an initial annual base rental payment of approximately $1.3 million. Lease payments were $1.8 million, $1.6 million and $1.7 million for the years ended December 29, 2006, December 30, 2005 and December 31, 2004, respectively. In November 2006, Perimeter West LLC sold the land and building to an unaffiliated entity.

 

Management believes that the terms of the related party transactions listed above were at fair market rates.

 

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