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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(Mark One)
XX QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- --- EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2003
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
- --- ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______ TO ______.
Commission file number 000-24991
____________________
ALLSTATES WORLDCARGO, INC.
-------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
New Jersey 22-3487471
-------------- -------------------------------
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation)
4 Lakeside Drive South, Forked River, New Jersey, 08731
----------------------------------------------------------
(Address of principal executive offices)
609-693-5950
--------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the
preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days)
Yes XX No
---- ----
The Company had 32,509,872 shares of common stock, par value $.0001 per
share, outstanding as of May 13, 2003.
1
ALLSTATES WORLDCARGO, INC. AND SUBSIDIARIES
INDEX
PAGE
PART 1. FINANCIAL INFORMATION ----
ITEM 1. FINANCIAL STATEMENTS
Financial Statements with Supplemental Information
For the Period Ending March 31, 2003 and 2002
Financial Statements:
Condensed Consolidated Balance Sheet 3
Condensed Consolidated Statement of Operations 4
Condensed Consolidated Statements of
Stockholders' Equity (Deficit) 5
Condensed Consolidated Statement of Cash Flows 6
Notes to the Financial Statements 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS....................... 8
ITEM 3. CONTROLS AND PROCEDURES....................................14
PART II. OTHER INFORMATION.............................................15
ITEM 1 LEGAL PROCEEDINGS..........................................15
ITEM 2 CHANGES IN SECURITIES AND USE OF PROCEEDS..................15
ITEM 3 DEFAULTS ON SENIOR SECURITIES..............................15
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS........15
ITEM 5 OTHER INFORMATION..........................................15
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K...........................15
SIGNATURES........................................................16-19
2
PART 1 - FINANCIAL INFORMATION
ALLSTATES WORLDCARGO, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
ASSETS
March 31, September 30,
2003 2002
(Unaudited) *
Current Assets
Cash and cash
cash equivalents $134,108 $ 173,277
Accounts receivable, net
of allowance for bad
debt of $218,000 5,561,803 5,752,732
Prepaid taxes 208,577 199,977
Prepaid expenses and
other current assets 168,508 803,149
Deferred income taxes 470,000 81,999
---------- ---------
Total current assets 6,542,996 7,011,134
Property, plant and
equipment 1,356,498 1,403,658
Less: Accumulated
depreciation 958,842 935,447
---------- ---------
Net property, plant and
equipment 397,656 468,211
Goodwill 535,108 536,273
Other assets 34,103 34,877
---------- ---------
Total assets $7,509,863 $8,050,495
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $3,076,160 $3,150,565
Accrued expenses 1,083,963 846,174
Short-term bank
borrowings 1,300,000 1,400,000
Notes payable 44,221 80,720
---------- ---------
Total current liabilities 5,504,344 5,477,459
Deferred tax liability -
non-current 22,000 37,000
Long term portion of notes
payable 2,386,730 2,416,184
Stockholders' equity
Common stock 3,251 3,251
Retained earnings
(deficit) (406,462) 116,601
---------- ---------
Total stockholders' equity
(deficit) (403,211) 119,852
Total liabilities and
stockholders' equity $7,509,863 $8,050,495
========== ==========
* Condensed from audited financial statements.
The accompanying notes are an integral part of these consolidated financial
statements.
3
ALLSTATES WORLDCARGO, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
Three Months Ended Six Months Ended
March 31, March 31,
2003 2002 2003 2002
---------- ---------- ----------- -----------
Revenues (net of
discounts) $ 9,693,480 $7,788,839 $22,782,964 $16,140,067
Cost of transportation 6,089,074 4,714,649 14,637,999 9,816,891
---------- ---------- ----------- -----------
Gross profit 3,604,406 3,074,190 8,144,965 6,323,176
Selling, general and
administrative expenses 3,975,349 2,987,675 8,572,569 6,147,824
---------- ---------- ----------- -----------
Income (loss) from
operations ( 370,943) 86,515 (427,604) 175,352
Other income (expense):
Interest, net (56,530) ( 52,103) ( 114,873) ( 105,642)
Gain/(loss) on sale
of assets ( 9,046) (5,052) ( 6,923) ( 7,563)
Other income/(expense) (372,527) 39 ( 372,477) 1,455
---------- ---------- ----------- -----------
Income (loss) before
income tax provision (809,046) 29,399 ( 921,877) 63,602
Provision for income
taxes (355,801) 12,533 ( 398,813) 27,033
Net income (loss) $(453,245) $ 16,866 $ (523,064) $ 36,569
========== ========== =========== ===========
Weighted average common
shares - basic 32,509,872 32,509,872 32,509,872 32,509,872
Net income per common
share - basic $ (.02)$ (.00) $ (.02) $ .00
Weighted average common
shares - diluted 32,509,872 32,509,872 32,509,872 32,509,872
Net income per common
share - diluted $ (.02)$ (.00) $ (.02) $ .00
The accompanying notes are an integral part of these consolidated financial
statements.
4
ALLSTATES WORLDCARGO, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(DEFICIT)
(Unaudited)
Common Stock
Other Retained Total
Number Comprehen Earnings Stockholders'
of Par sive (Deficit) Equity
Shares Value Income (Deficit)
(Loss)
___________ ______ _________ _________ _________
Balance at 32,509,872 $ 3,251 $116,602 $119,853
September 30, 2002
Consolidated net
loss for the
six months ended
March 31, 2003 (523,064) (523,064)
___________ ______ _________ _________ _________
Balance at March
31, 2003 32,509,872 3,251 $ 0 $(406,462) $(403,211)
=========== ====== ========= ========= =========
5
ALLSTATES WORLDCARGO, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
Six Months Ended
March 31,
2003 2002
Cash flows from operating
activities:
Net income $(523,064) $ 36,569
Adjustments to reconcile net
income to net cash provided
by operating activities:
Depreciation 93,239 110,625
Amortization 1,166 2,332
Provision for doubtful
accounts 108,809 55,853
(Gain)/loss on sale of assets 6,923 7,563
Deferred income taxes (403,001)
(Increase) decrease in assets:
Accounts receivable 82,120 (32,297)
Prepaid expenses and other
assets 626,041 (103,116)
Increase (decrease) in
liabilities:
Accounts payable and
accrued expenses 163,383 (194,069)
--------- ---------
Net cash provided by (used for)
operating activities 155,616 (116,640)
Cash flows from investing
activities:
Purchase of equipment (50,945) ( 33,596)
Proceeds from sale of property
and equipment 21,338 31,103
Security deposits 775 2,550
--------- ---------
Net cash (used for)/provided by
investing activities (28,832) 57
Cash flows from financing
activities:
Repayments under notes payable (65,953) (56,746)
Repayments under short-term
bank borrowings (1,100,000) 0
Borrowing under short-term
Bank borrowings 1,000,000 0
--------- ---------
Net cash used for financing
activities ( 165,953) (56,746)
Net (decrease) in cash
and cash equivalents ( 39,169) (173,229)
Cash and cash equivalents,
beginning of year 173,277 623,925
--------- ---------
Cash and cash equivalents, end of
period $134,108 $450,696
========= =========
The accompanying notes are an integral part of these consolidated financial
statements.
6
ALLSTATES WORLDCARGO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2002
1. The accompanying unaudited condensed consolidated financial statements
have been prepared by Allstates WorldCargo, Inc. (the "Company") in
accordance with the rules and regulations of the Securities and Exchange
Commission (the "SEC") for interim financial statements and accordingly do
not include all information and footnotes required under generally accepted
accounting principles for complete financial statements. The financial
statements have been prepared in conformity with the accounting principles
and practices disclosed in, and should be read in conjunction with, the
annual financial statements of the Company included in the Company's Fiscal
year 2002 Form 10-K filing dated December 27, 2002 (File No. 000-24991). In
the opinion of management, these interim financial statements contain all
adjustments necessary for a fair presentation of the Company's financial
position at March 31, 2003 and September 30, 2002 and the results of
operations for the three and six months ended March 31, 2003 and 2002,
respectively.
2. Net income per common share appearing in the statements of operations
for the three and six months ended March 31, 2003 and 2002, respectively have
been prepared in accordance with Statement of Financial Accounting Standards
No. 128 ("SFAS No. 128"). SFAS No. 128 establishes standards for computing
and presenting earnings per share ("EPS") and requires the presentation of
both basic and diluted EPS. As a result primary and fully diluted EPS have
been replaced by basic and diluted EPS. Such amounts have been computed
based on the profit or (loss) for the respective periods divided by the
weighted average number of common shares outstanding during the related
periods.
3. The balance sheet of Allstates WorldCargo at September 30, 2002
includes a non-trade receivable of $702,000, pursuant to an agreement the
Company entered in to with a third party company. In September 2000,
Allstates had extended an operating loan to an unrelated freight and
warehouse services company, Q Logistics Solutions, Inc. ("QLS"), as part of
an agreement that the Company entered into to provide customer invoicing and
vendor disbursement services. The loan was secured by a $750,000 promissory
note signed by the borrower, and for which a Form UCC-1 financing statement
was filed. In February 2001, QLS filed for Chapter 11 protection under the
U.S. bankruptcy laws. Pursuant to the bankruptcy proceedings, another
company, unrelated to Allstates WorldCargo, Inc., purchased the assets of QLS
in May 2001. At that time, Allstates had outstanding loan advances of
approximately $702,000 to QLS. As a contingency of that purchase, Allstates
entered in to an agreement with the other company whereby Allstates assigned
the Form UCC-1 filing to them in exchange for their promissory note, secured
by a personal guarantee made by an officer of that company, to pay the full
loan amount of approximately $702,000, plus 9% interest over six months,
beginning in April 2001. The other company subsequently defaulted on the
loan after having made no payments to Allstates. The Company filed suit
against the other company and against the guarantor for breach of contract,
and subsequently the parties signed a Stipulation of Settlement whereby
Allstates received a judgment against the other company for the full amount
plus interest and attorney's fees. During the quarter ended March 31, 2003,
the parties came to an agreement whereby the other company would pay
Allstates a total of $330,000 in full settlement. Payments were to be made
over four equal monthly installments at $82,500 per month. Three of the four
installments were paid during the quarter ended March 31, 2003, and the final
installment was received in May 2003. Allstates has recorded a charge in the
amount of $372,000 during the second quarter of fiscal 2003, representing the
difference between the receivable and the settlement amount.
7
ITEM 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
Allstates WorldCargo, Inc. (the "Company" or Allstates") is a New Jersey
Corporation formed on January 14, 1997 as Audiogenesis Systems, Inc.
(Audiogenesis"), pursuant to a corporate reorganization of Genesis Safety
Systems, Inc. On August 24, 1999, Audiogenesis acquired 100 percent of the
common stock of Allstates Air Cargo, Inc. in a reverse acquisition, and on
November 30, 1999, changed its name to Allstates WorldCargo, Inc. The
Company's business is comprised of freight forwarding and the distribution
and sales of safety equipment. Allstates is headquartered in Forked River,
New Jersey.
The freight forwarding business of Allstates opened its first terminal
in Newark, New Jersey in 1961. Allstates provides domestic and international
freight forwarding services to over 1,700 customers utilizing ground
transportation, commercial air carriers, and ocean vessels. Allstates
operates 20 offices throughout the United States, and employs 105 people.
Allstates has agreements with domestic and international strategic
partners and a network of agents throughout the world. The Company is a
party to several site licensing agreements in which those licensees have
contracted with Allstates to provide exclusive freight forwarding services,
including sales and operating functions, under the Allstates name. Of the 20
domestic locations, 9 are licensee operations, while 11 are company owned and
staffed operations.
In September, 2000, Allstates entered in to an agreement with an
unrelated freight and warehousing company to provide them services which
primarily include customer invoicing and transportation vendor disbursements
on business that they provide to the Company. Per the agreement, Allstates
paid a commission to this company based on the invoiced amount, less
deductions for transportation cost and a fee for providing the service. In
May, 2001, the assets of that company were purchased by another company
unrelated to Allstates WorldCargo, Inc., and consequently the service
agreement was terminated.
Results of Operations
The following table sets forth for the periods indicated certain
financial information derived from the Company's consolidated statement of
operations expressed as a percentage of net sales:
Three Months Ended Six Months Ended
March 31, March 31,
2003 2002 2003 2002
---- ---- ---- ----
Revenues 100.0% 100.0% 100.0% 100.0%
Cost of transportation 62.8 60.5 64.2 60.8
---- ---- ---- ----
Gross profit 37.2 39.5 35.8 39.2
Selling, general and
administrative expenses 41.0 38.4 37.6 38.1
---- ---- ---- ----
Operating income (3.8) 1.1 (1.9) 1.1
Net income (4.7)% 0.2% (2.3)% 0.2%
8
Revenues
Revenues of the Company represents gross consolidated sales less customer
discounts. Total revenues for the quarter ended March 31, 2003 increased by
$1,905,000, or 24.5%, to $9,693,000, from the quarter ended March 31, 2002,
reflecting a higher volume of shipments and total weight of cargo shipped.
Sales increased for the six month period ended March 31, 2003 by $6,643,000,
or 41.2%, to $22,783,000, in comparison to the six months ended March 31,
2002. The increase in shipping volume during both comparative periods can be
partially attributed to a combination of the addition of two new stations
during the third quarter of fiscal 2002, as well as the effect of additional
sales personnel that were hired in the third and fourth quarters of fiscal
2002. Further accentuating the increase in revenues, sales volume had
decreased during the comparative six month period ended March 31, 2002 in
part due to the adverse effects of the events of September 11, 2001.
Included in total revenues of the six month period ended March 31, 2003 is
approximately $1,787,000 of billing to one customer for the arrangement of
international chartered aircraft. The Company was asked to make these
arrangements by its customer as an emergency response to the backlog of ocean
freight deliveries that resulted from the lock out of West Coast ports.
Although Allstates offers charter airline services to its customers as part
of the normal course of business, it cannot guarantee a recurrence of that
service at that level of billing. International revenues increased in total
for the six months ended March 31, 2003 in comparison to the same period of
the prior year by approximately $2.1 million or 54.4%, to $6,028,000. For the
three month comparative period then ended, international revenues remained
constant, totaling approximately $1.8 million in each quarter.
Domestic revenues increased by approximately $1.9 million or 31.1%, to
$7,881,000 during the three-month period ended March 31, 2003 in comparison
to the same period in the previous year, and increased by approximately $4.5
million or 36.9%, to $16,755,000 during the six month comparative period then
ended. Domestic revenues generated during the first six months of fiscal
2003 included sales that were generated from one customer that accounted for
9.2% of total revenues for the current fiscal year quarter. Allstates has
provided freight services to this customer for more than two years. Although
Allstates is confident in its ability to continue to provide freight services
to this customer, there is no contractual agreement in place, and therefore
the Company can not guarantee that this business will continue indefinitely.
Gross Profit
Gross profit represents the difference between net revenues and the cost of
sales. The cost of sales is composed primarily of amounts paid by the
Company to carriers and cartage agents for the transport of cargo. Cost of
sales as a percentage of revenues increased by 2.3%, to 62.8%, for the three
months ended March 31, 2003, in comparison to the same period in the previous
year, and increased by 3.4%, to 64.2% of revenues during the six months ended
March 31, 2003 in comparison to the same period in the previous year. The
increase in the cost of sales percentage between the six month periods is
substantially due to the effect of the charter airline services that
Allstates provided to one customer during the period, which commands a higher
cost of sales percentage than typical freight forwarding services. Also, the
addition of certain lower profit margin customer accounts that are reflected
in the reported increase in sales accounted for higher cost of sales
percentages in both the three and six month comparative periods.
9
In absolute terms, the cost of sales increased by approximately $1.4 million
or 29.2%, to $6,089,000 during the three months ended March 31, 2003 versus
the comparative period in the prior year, and increased by $4.8 million or
49.1% during the six month period then ended, reflecting the increased sales
volume. Gross margins decreased to 37.2% during the quarter ended March 31,
2003 from 39.5% in the same quarter of the previous fiscal year, and
decreased to 35.8% during the six months then ended, from 38.1% in the prior
year period. Gross profit increased by approximately $530,000 to $3,604,000
for the three months ended March 31, 2003 versus the same three months of the
prior year, and increased by $1,822,000 for the six month comparative period.
Selling, General and Administrative Expenses
As a percentage of sales, operating expenses increased by 1.7% for the three
months ended March 31, 2003 in comparison to the three months ended March 31,
2002, primarily reflecting higher fixed operating costs in relation to sales
volume. For the six months ended March 31, 2003, operating expenses
decreased by 0.5%of sales from the same period in the previous year,
reflecting higher sales in relation to fixed operating expenses. In absolute
terms, operating expenses increased by approximately $988,000 or 33.1% during
the three-month period ended March 31, 2003 as compared to the same period in
the prior fiscal year, and increased by approximately $2,425,000 or 39.4%
during the six months then ended. The increase in SG&A expenses during both
periods reflects a combination of the increased volume of revenues and gross
profit during the quarter, represented primarily by higher commissions
expense, the addition of two company stations, and the overall increase in
sales and operations headcount.
Allstates paid commissions to salespeople, licensees and an independent sales
agent, as compensation for generating profits to the Company. Licensee
commissions and royalties paid pursuant to licensee agreements increased by
approximately $350,000 and $899,000 respectively for the three and six month
periods ended March 31, 2003, in comparison to the same periods in the
previous year, reflecting the higher level of gross profits at certain
licensee operations. During the third quarter of fiscal 2002, Allstates
signed an agreement with an independent sales agent whereby the Company pays
a percentage of gross profits earned from revenues generated by the agent.
Allstates paid approximately $54,000 in commissions to this agent during the
three months ended March 31, 2003, and paid approximately $127,000 during the
six months then ended.
Personnel expenses increased by approximately $459,000 during the three
months ended March 31, 2003 as compared to the same period of the prior
year, and increased by approximately $978,000 for the comparative six months
then ended. During the third quarter of fiscal 2002, Allstates opened and
staffed two company-owned stations in Florida, where there had been no
presence in recent years, and also increased sales and operations staff in
other existing locations. On a net basis, the Company's headcount increased
by 20, to 105 employees at March 31, 2003, compared to March 31, 2002.
Facilities expenses increased by approximately $43,000 during the quarter
ended March 31, 2003 in comparison to the same quarter in the prior fiscal
year, and increased by approximately $147,000 during the six month period
then ended, driven by higher telephone expense as well as higher rent
expense. The higher telephone expense reflects the increase in sales
personnel as well the addition of the two new stations. The increase in rent
expense primarily reflects the rental of warehouse space at one of the new
Florida stations. That station provides warehousing service to one of its
customers. Per an agreement with that customer, the station is guaranteed a
minimum profit, which fully covers the rental expense.
10
Bad debt expense increased by approximately $35,000 and $53,000 for the three
and six months ended March 31, 2003, reflecting the higher volume of sales
during the comparative periods. Auto allowances increased by approximately
$24,000 and $57,000 during the three and six month ended March 31, 2003,
offset in part by lower depreciation expense as Allstates has gradually
disposed its company owned automobile fleet in favor of paying an allowance
for the business use of personal cars. Other expenses, which are related to
the increase in employee headcount and the opening of the two company
stations, accounted for the balance of the increase in SG&A. Travel &
entertainment expense increased by approximately $14,000 and 39,000 during
the three and six months ended March 31, 2003, and office supplies increased
by approximately $14,000 and $24,000 during the same comparative periods..
SG&A expenses presented for the three months ended March 31, 2003 and 2002
are inclusive of expenditures to related parties totaling $329,321 and
$302,207, respectively. SG&A expenses presented for the six months ended
March 31, 2003 and 2002 are inclusive of expenditures to related parties
totaling $714,799 and $650,997, respectively.
Income/(Loss) From Operations
Operating income decreased during the three months ended March 31, 2003 by
approximately $457,000, to a loss of ($371,000), and decreased for the six
months then ended by approximately $603,000, to a loss of ($428,000), as
compared to operating income of $87,000 and $175,000 for the same three and
six month periods of the previous year, primarily due to the higher SG&A
expenses as indicated above. The operating margin for the three month period
ended March 31, 2003 decreased by 4.9%, to (3.8%) of sales, and decreased for
the six month period then ended by 3.0%.
Interest Expense and Income
Net interest expense increased for the three and six months ended March
31, 2003 by approximately $4,000 and $9,000 respectively, as compared to the
same period in the previous year, reflecting a higher level of borrowing on
the Company's bank line of credit, offset by lower interest rates.
Other expense
During the quarter ended March 31, 2003, the Company incurred a charge
of approximately $372,000 for the partial write-off of a third party loan
(see accompanying Notes to Financial Statements). Per an agreement with that
party, Allstates agreed to accept $330,000 as full payment on the $702,000
loan receivable.
Net Income/(Loss)
Income before income taxes decreased to a loss of approximately $(809,000)
during the quarter ended March 31, 2003 from a profit of $29,000 during the
same period in the prior year. For the six months ended March 31, 3002,
income before income taxes decreased to a loss of approximately $(922,000)
from a profit of 64,000 for the six months ended March 31, 2002. The Company
recorded a net tax benefit of $356,000 for the quarter ended March 31, 2003
as compared to a tax provision of $13,000 for quarter ended March 31, 2002.
For the six months ended March 31, 2003, Allstates recorded a net tax benefit
of $399,000 versus a tax provision of $27,000 for the same period of the
previous year. The net loss amounted to approximately ($453,000) or (4.7%)
of revenues during the second quarter of Fiscal 2003 versus a net profit of
$17,000 or 0.2% of revenues in the second quarter of Fiscal 2002. The six
month loss for fiscal 2003 totaled ($523,000) or (2.3%) of revenues, versus a
profit of $37,000 or 0.2% of revenues in the same period of fiscal 2002.
-11-
Liquidity and Capital Resources
Net cash provided by operating activities was approximately $156,000 for the
six months ended March 31, 2002, compared to cash flow used for operations of
approximately $117,000 for the six months ended March 31, 2002. For the six
months ended March 31, 2003, cash was primarily provided by a combination of
a decrease in accounts receivable and an increase in accounts payable as well
as the receipt of loan funds due from a third party, offset by the net losses
of the Company during the period. During the six months ended March 31, 2002,
cash was primarily used to satisfy trade accounts payable and income tax
obligations, offset by the net income of the Company.
At March 31, 2003, the Company had cash and cash equivalents of $134,000 and
net working capital of $1,039,000, compared with cash and cash equivalents of
$451,000 and net working capital of $1,432,000 respectively, at March 31,
2002. The decrease in working capital at March 31, 2003 from March 31, 2002
is primarily attributable to the Company's net loss during the prior twelve
month period, which includes the partial write-off of a third party loan
receivable.
The Company's investing activities were comprised of expenditures for capital
equipment, primarily representing purchases of computer hardware and
software. For the six months ended March 31, 2003, capital expenditures
amounted to approximately $51,000, while capital expenditures amounted to
approximately $34,000 for the six months ended March 31, 2002.
The Company has a commercial line of credit with a bank, pursuant to which
the Company may borrow up to $2,000,000, based on a maximum of 70% of
eligible accounts receivable. Per the agreement, interest on outstanding
borrowings accrues at the Wall Street Journal's prime rate of interest (4.25%
at March 31, 2003). The interest rate is predicated on the Company
maintaining an average compensating account balance in a non-interest bearing
account equal to at least $230,000. If such average compensating balances
are not maintained, the interest rate will increase by 1% over the rate
currently accruing. Outstanding borrowings on the line of credit totaled
$1,300,000 as of March 31, 2003.
In September, 2000, Allstates extended an operating loan to an unrelated
freight and warehouse services company, Q Logistics Solutions, Inc. ("QLS"),
as part of an agreement that the Company entered into to provide customer
invoicing and vendor disbursement services. The loan was secured by a
$750,000 promissory note signed by the borrower, and for which a Form UCC-1
financing statement was filed. In February 2001, QLS filed for Chapter 11
protection under the U.S. bankruptcy laws. Pursuant to the bankruptcy
proceedings, another company, unrelated to Allstates WorldCargo, Inc.,
purchased the assets of QLS in May 2001. Allstates had outstanding loan
advances of approximately $702,000 to QLS prior to the purchase. As a
contingency of that purchase, Allstates entered in to an agreement with the
other company whereby Allstates assigned the Form UCC-1 filing to them in
exchange for their promissory note, secured by a personal guarantee made by
an officer of that company, to pay the full loan amount of approximately
$702,000, plus 9% interest over six months, beginning in April 2001. The
other company subsequently defaulted on the loan after having made no
payments to Allstates. The Company filed suit against the other company and
the guarantor for breach of contract, and subsequently the parties signed a
Stipulation of Settlement whereby Allstates received a judgement against the
other company for the full amount plus interest and attorney's fees. An
$80,000 payment in lieu of the personal guarantee was placed in escrow
pending legal review of documentation supplied to the Company.
12
In January, 2003, the parties came to an agreement whereby the other company
would pay Allstates a total of $330,000 in full settlement. Payments were
scheduled to be made over four equal monthly installments at $82,500 per
month. Three of the four installments were received during the quarter
ended March 31, 2003, including the release of the escrow funds, and the
final installment was received in May 2003.
Forward Looking Statements
The statements contained in all parts of this document including, but not
limited to, those relating to the availability of cargo space; the Company's
overseas presence and the plans for, effects, results and expansion of
international operations and agreements for international cargo; future
international revenue and international market growth; the future expansion
and results of the Company's terminal network; plans for local delivery
services and truck brokerage; future improvements in the Company's
information systems and logistic systems and services; technological
advancements; future marketing results; construction of the new facilities;
the effect of litigation; future costs of transportation; future operating
expenses; future margins; any seasonality of the Company's business; future
dividend plans; future acquisitions and the effects, benefits, results, terms
or other aspects of any acquisition, effects of the Year 2000 issue; Ocean
Transportation Intermediary License; ability to continue growth and implement
growth and business strategy; the ability of expected sources of liquidity to
support working capital and capital expenditure requirements; future
expectations; and any other statements regarding future growth, future cash
needs, future terminals, future operations, business plans, future financial
results, financial targets and goals; and any other statements which are not
historical facts are forward looking statements. When used in this document,
the words "anticipate," "estimate," "expect," "may," "plans," "project" and
similar expressions are intended to be among the statements that identify
forward looking statements. Such statements involve risks and uncertainties,
including, but not limited to, those relating to the Company's dependence on
its ability to attract and retain skilled managers and other personnel; the
intense competition within the freight industry; the uncertainty of the
Company's ability to manage and continue its growth and implement its
business strategy; the Company's dependence on the availability of cargo
space to serve its customers; the effects of regulation; results of
litigation; the Company's vulnerability to general economic conditions; the
control by the Company's principal shareholder; risks of international
operations; risks relating to acquisitions; the Company's future financial
and operating results, cash needs and demand for its services; and the
Company's ability to maintain and comply with permits and licenses, as well
as other factors detailed in this document and the Company's other filings
with the Securities and Exchange Commission. Should one or more of these
risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual outcomes may vary materially from those indicated. The
Company undertakes no responsibility to update for changes related to these
or any other factors that may occur subsequent to this filing.
13
ITEM 3 CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures. The Company's
principal executive officer and principal financial officer, based on their
evaluation of the Company's disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) as of a date within 90 days prior to
the filing of this Quarterly Report on Form 10Q, concluded that the Company's
disclosure controls and procedures are adequate and effective for the
purposes set forth in the definition in the Exchange Act rules.
(b) Changes in Internal Controls. There were no significant changes in
the Company's internal controls or in other factors that could significantly
affect the Company's internal controls subsequent to the date of the
evaluation.
14
PART II
OTHER INFORMATION
- ------------------
ITEM 1 LEGAL PROCEEDINGS
In the matter of Allstates's WorldCargo, Inc. v. Logistics Management
Resources, Inc. and Daniel Pixler, Superior Court of New Jersey Law Division,
Ocean County (Docket No. OCN-L-1822-01) in which the Company asserted a
breach of contract, the parties, during the quarter ended March 31, 2003,
came to an agreement whereby the defendants would pay Allstates a total of
$330,000 in full settlement. The Company has received those funds, and has
recorded a charge of $372,000 during the second quarter of fiscal 2003,
representing the difference between the receivable and the settlement amount.
ITEM 2 CHANGES IN SECURITIES AND USE OF PROCEEDS
NONE
ITEM 3 DEFAULTS ON SENIOR SECURITIES
NONE
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
NONE
ITEM 5 OTHER INFORMATION
NONE
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
None
15
SIGNATURES
Pursuant to the requirements of the Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
ALLSTATES WORLDCARGO, INC.
BY: /s/ SAM DIGIRALOMO DATED: May 14, 2003
--------------------------------- -----------------
Sam DiGiralomo, President and CEO
BY: /s/ Craig D. Stratton DATED: May 14, 2003
--------------------------------- -----------------
Craig D. Stratton, CFO, Secretary,
Treasurer and Principal Financial Officer
-16-
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of ALLSTATES WORLDCARGO, INC. (the
"Company") on Form 10Q for the period ending March 31, 2003 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Sam DiGiralomo, Chief Executive Officer of the Company, certify, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.
Sam DiGiralomo
Chief Executive Officer
May 14, 2003
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of ALLSTATES WORLDCARGO, INC. (the
"Company") on Form 10Q for the period ending March 31, 2003 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Craig D. Stratton, Chief Financial Officer of the Company, certify, pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.
Craig D. Stratton
Chief Financial Officer
May 14, 2003
-17-
CERTIFICATION PURSUANT TO THE
SARBANES-OXLEY ACT
I, Sam DiGiralomo, the Chief Executive Officer of ALLSTATES WORLDCARGO, INC.,
certify that:
1. I have reviewed this quarterly report on Form 10-Q of ALLSTATES
WORLDCARGO, INC.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to me by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report my conclusions about the
effectiveness of the disclosure controls and procedures based on my
evaluation as of the Evaluation Date;
5. I have disclosed, based on my most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors (or
persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified
for the registrant's auditors any material weaknesses in internal
controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. I have indicated in this quarterly report whether there were significant
changes in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of my most recent evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.
Date: May 14, 2003 /s/ Sam DiGiralomo
-----------------------------
Sam DiGiralomo, Chief Executive Officer
-18-
CERTIFICATION PURSUANT TO THE
SARBANES-OXLEY ACT
I, Craig D. Stratton, the Chief Financial Officer of ALLSTATES WORLDCARGO,
INC., certify that:
1. I have reviewed this quarterly report on Form 10-Q of ALLSTATES
WORLDCARGO, INC.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to me by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report my conclusions about the
effectiveness of the disclosure controls and procedures based on my
evaluation as of the Evaluation Date;
5. I have disclosed, based on my most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors (or
persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified
for the registrant's auditors any material weaknesses in internal
controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. I have indicated in this quarterly report whether there were significant
changes in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of my most recent evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.
Date: May 14, 2003 /s/ Craig D. Stratton
-----------------------------
Craig D. Stratton, Chief Financial Officer
-19-