TLSS Closes the Acquisition of Freight Connections, Inc.

Rhea-AI Summary

Transportation and Logistics Systems (TLSS) announced the acquisition of Freight Connections, Inc. for a total purchase price of $9.4 million. The deal aims to double revenues and enhance profitability. TLSS paid $1.5 million in cash, structured a promissory note of $4.5 million with 5%-10% interest, and assumed $341,606 in debt. The acquisition will leverage Freight Connections' established operations in the tri-state area, with its experienced CEO remaining on board to drive further growth. This strategic move is expected to significantly impact TLSS’s financial performance.

Positive

• Acquisition expected to double revenues and assist in reaching profitability.
• Freight Connections is a profitable and growing logistics company.
• Experienced management (CEO Joseph Corbisiero) will remain to drive business growth.

Negative

• Acquisition involves significant debt from the promissory note and assumed liabilities.
• Future interest rates on the promissory note could affect cash flow, escalating to 10% from March 2023.

Acquisition Expected to Double Revenues and Bring Company Closer to Profitability

JUPITER, FL / ACCESSWIRE / September 20, 2022 / Transportation and Logistics Systems, Inc. (OTC PINK:TLSS), ("TLSS" or the "Company"), a logistics service provider, announced today that on September 16, 2022, through its wholly-owned subsidiary, TLSS-FC, Inc. ("TLSSFC"), it closed on a stock purchase agreement ("SPA") by acquiring 100% of the outstanding stock of Freight Connections, Inc. ("FC") located in Ridgefield Park, New Jersey.

Sebastian Giordano, Chairman and Chief Executive Officer of TLSS, commented, "Freight Connections is a growing, profitable New Jersey-based business offering an array of transportation, warehousing, consolidating, distribution, and local cartage services throughout the tri-state area. Moreover, I am glad that its sole owner, Joseph Corbisiero, a seasoned operator, with over 30 years of industry experience, will be staying on as President and CEO of the FC subsidiary to continue growing the business even further."

The total purchase price was $9,365,000 plus closing adjustments and expenses of $536,139. The Company: (i) paid $1,501,291 in cash at closing; (ii) entered into a $4,544,671 secured promissory note with the Seller, with interest accruing at the rate of 5% per annum and then 10% per annum as of March 1, 2023. (The entire unpaid principal amount under the note, together with all accrued and unpaid interest thereon and all other amounts payable thereunder, shall be due and payable in one balloon payment on December 31, 2023, unless paid sooner. The promissory note is secured solely by the assets of Freight Connections.); and (iii) assumed $341,606 in debt. The Company shall issue to the Seller stock of the Company, with a value at Closing of $3,513,571 as follows: (a) shares of common stock of the Company equal to no more than 4.99% of the number of shares of common stock outstanding immediately after such issuance, and (b) promptly after closing, the balance of the shares in Series H Convertible Preferred Stock, a new series of non-voting, convertible preferred stock issuable to sellers in connection with acquisitions or strategic transactions approved by a majority of the directors of the Company.

About Transportation and Logistics Systems, Inc.

TLSS, through its wholly owned operating subsidiaries, Freight Connections, Inc, Cougar Express, Inc. and JFK Cartage, Inc. operates as a full-service logistics and transportation company. For more information, visit the Company's website, www.tlss-inc.com.

Forward-Looking Statements

Statements in this press release regarding the Company that are not historical facts are forward-looking statements and are subject to risks and uncertainties that could cause actual future events or results to differ materially from such statements. Any such forward-looking statements, including, but not limited to, financial guidance, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that do not directly or exclusively relate to historical facts. In some cases, you can identify forward-looking statements by terms such as "may," "will," "should," "could," "would," "expects," "plans," "anticipates," "intend," "plan," "goal," "seek," "strategy," "future," "likely," "believes," "estimates," "projects," "forecasts," "predicts," "potential," or the negative of those terms, and similar expressions and comparable terminology. These include, but are not limited to, statements relating to future events or our future financial and operating results, plans, objectives, expectations, and intentions. Although we believe that the expectations reflected in these forward-looking statements are reasonable, these expectations may not be achieved. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they represent our intentions, plans, expectations, assumptions, and beliefs about future events and are subject to known and unknown risks, uncertainties and other factors outside of our control that could cause our actual results, performance or achievement to differ materially from those expressed or implied by these forward-looking statements. In addition to the risks described above, these risks and uncertainties include: our ability to successfully execute our business strategies, including integration of acquisitions and the future acquisition of other businesses to grow our company; customers' cancellation on short notice of master service agreements from which we derive a significant portion of our revenue or our failure to renew such master service agreements on favorable terms or at all; our ability to attract and retain key personnel and skilled labor to meet the requirements of our labor-intensive business or labor difficulties which could have an effect on our ability to bid for and successfully complete contracts; the ultimate geographic spread, duration and severity of the coronavirus outbreak and the effectiveness of actions taken, or actions that may be taken, by governmental authorities to contain the outbreak or ameliorate its effects; our failure to compete effectively in our highly competitive industry could reduce the number of new contracts awarded to us or adversely affect our market share and harm our financial performance; our ability to adopt and master new technologies and adjust certain fixed costs and expenses to adapt to our industry's and customers' evolving demands; our history of losses, deficiency in working capital and stockholders' equity and our ability to achieve sustained profitability; remaining weaknesses in our internal control over financial reporting and our ability to maintain effective controls over financial reporting in the future; our remaining liabilities and indebtedness could adversely affect our business, financial condition and results of operations and our ability to meet our payment obligations; unanticipated and materially adverse developments in our few remaining litigations; the impact of new or changed laws, regulations or other industry standards that could adversely affect our ability to conduct our business; and changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from natural or man-made disasters.

These forward-looking statements represent our estimates and assumptions only as of the date of this release and, except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this letter. Given these uncertainties, you should not place undue reliance on these forward-looking statements and should consider various factors, including the risks described, among other places, in our most recent Annual Report on Form 10-K and in our Quarterly Reports on Form 10-Q, as well as any amendments thereto, filed with the Securities and Exchange Commission.

Investor Relations Contact

Landon Capital
Keith Pinder
(404) 995-6671
kpinder@landoncapital.net
www.landoncapital.net

SOURCE: Transportation & Logistics Systems

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FAQ

What is the purpose of TLSS's acquisition of Freight Connections?

The acquisition aims to double revenues and bring TLSS closer to profitability.

How much did TLSS pay for Freight Connections?

The total purchase price was approximately $9.4 million, including cash, a promissory note, and assumed debt.

Who will lead Freight Connections after the acquisition?

Joseph Corbisiero, the former owner and a seasoned operator, will continue as President and CEO of Freight Connections.

What are the financial implications of the acquisition for TLSS?

The acquisition is expected to significantly improve TLSS’s financial performance, contributing to revenue growth.

What are the risks associated with TLSS's acquisition of Freight Connections?

Risks include the repayment of the promissory note with escalating interest rates and integration challenges.