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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 JUNE 30, 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 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 August 14, 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 June 30, 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
ALLSTATES WORLDCARGO, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
ASSETS
June 30, September 30,
2003 2002
(Unaudited) *
Current Assets
Cash and cash
cash equivalents $ 49,555 $ 173,277
Accounts receivable, net
of allowance for bad
debt of $241,000 5,574,129 5,752,732
Prepaid taxes 88,465 199,977
Prepaid expenses and
other current assets 79,107 803,149
Deferred income taxes 470,000 81,999
---------- ---------
Total current assets 6,261,256 7,011,134
Property, plant and
equipment 1,356,172 1,403,658
Less: Accumulated
depreciation 988,959 935,447
---------- ---------
Net property, plant and
equipment 367,213 468,211
Goodwill 535,108 536,273
Other assets 34,103 34,877
---------- ---------
Total assets $7,197,680 $8,050,495
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $3,001,770 $3,150,565
Accrued expenses 850,219 846,174
Short-term bank
borrowings 1,300,000 1,400,000
Notes payable 34,385 80,720
---------- ---------
Total current liabilities 5,186,374 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) (400,675) 116,601
---------- ---------
Total stockholders' equity
(deficit) (397,424) 119,852
Total liabilities and
stockholders' equity $7,197,680 $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 Nine Months Ended
June 30, June 30,
2003 2002 2003 2002
---------- ---------- ----------- -----------
Revenues (net of
discounts) $11,048,891 $9,478,739 $33,831,855 $25,618,806
Cost of transportation 7,045,480 5,757,277 21,683,479 15,574,168
---------- ---------- ----------- -----------
Gross profit 4,003,411 3,721,462 12,148,376 10,044,638
Selling, general and
administrative expenses 3,941,956 3,477,435 12,514,525 9,625,259
---------- ---------- ----------- -----------
Income (loss) from
operations 61,455 244,027 (366,149) 419,379
Other income (expense):
Interest, net (55,718) ( 54,228) ( 170,591) ( 159,870)
Gain/(loss) on sale
of assets 50 (3,629) ( 6,873) ( 11,192)
Other income/(expense) -0- 51 ( 372,477) 1,506
---------- ---------- ----------- -----------
Income (loss) before
income tax provision 5,787 186,221 ( 916,090) 249,823
Provision for income
taxes -0- 76,829 ( 398,813) 103,862
Net income (loss) $ 5,787 $109,392 $ (517,277) $ 145,961
========== ========== =========== ===========
Weighted average common
shares - basic 32,509,872 32,509,872 32,509,872 32,509,872
Net income per common
share - basic $ .00 $ .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 $ .00 $ .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
Nine Months ended
June 30, 2003 (517,277) (517,277)
___________ ______ _________ _________ _________
Balance at June
30, 2003 32,509,872 3,251 $ 0 $(400,675) $(397,424)
=========== ====== ========= ========= =========
5
ALLSTATES WORLDCARGO, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
Nine Months Ended
June 30,
2003 2002
Cash flows from operating
activities:
Net income $(517,277) $145,961
Adjustments to reconcile net
income to net cash provided
by operating activities:
Depreciation 139,957 163,418
Amortization 1,166 3,498
Provision for doubtful
accounts 141,166 83,980
(Gain)/loss on sale of assets 6,873 11,192
Deferred income taxes (403,001)
(Increase) decrease in assets:
Accounts receivable 37,437 (737,895)
Prepaid expenses and other
assets 835,553 (103,127)
Increase (decrease) in
liabilities:
Accounts payable and
accrued expenses (144,749) 196,002
--------- ---------
Net cash provided by (used for)
operating activities 97,125 (236,971)
Cash flows from investing
activities:
Purchase of equipment (67,220) ( 84,188)
Proceeds from sale of property
and equipment 21,388 31,103
Security deposits 775 ( 5,245)
--------- ---------
Net cash (used for)
investing activities (45,057) ( 58,330)
Cash flows from financing
activities:
Repayments under notes payable (75,789) (107,925)
Repayments under short-term
bank borrowings (1,100,000) 0
Borrowing under short-term
Bank borrowings 1,000,000 200,000
--------- ---------
Net cash provided by (used
for)/provided by financing
activities ( 175,789) 92,075
Net (decrease) in cash
and cash equivalents (123,721) (203,226)
Cash and cash equivalents,
beginning of year 173,277 623,925
--------- ---------
Cash and cash equivalents, end of
period $ 49,556 $420,699
========= =========
The accompanying notes are an integral part of these consolidated financial
statements.
6
ALLSTATES WORLDCARGO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2003
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 June 30, 2003 and September 30, 2002 and the results of
operations for the three and nine months ended June 30, 2003 and 2002,
respectively.
2. Net income per common share appearing in the statements of operations
for the three and nine months ended June 30, 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 scheduled 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 recorded a charge
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 19 branch offices throughout the United States, and currently
employs 96 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 19
branch locations, 11 are licensee operations, while 8 are company owned and
staffed operations.
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 Nine Months Ended
June 30, June 30,
2003 2002 2003 2002
---- ---- ---- ----
Revenues 100.0% 100.0% 100.0% 100.0%
Cost of transportation 63.8 60.7 64.1 60.8
---- ---- ---- ----
Gross profit 36.2 39.3 35.9 39.2
Selling, general and
administrative expenses 35.6 36.7 37.0 37.6
---- ---- ---- ----
Operating income 0.6 2.6 (1.1) 1.6
Net income 0.1% 1.2% (1.5)% 0.6%
8
Revenues
Revenues of the Company represents gross consolidated sales less customer
discounts. In total, revenues for the quarter ended June 30, 2003 increased
by $1,570,000, or 16.6%, to $11,049,000, from the quarter ended June 30,
2002, reflecting a higher volume of shipments and total weight of cargo
shipped. Sales increased for the nine month period ended June 30, 2003 by
$8,213,000, or 32.1%, to $33,832,000, in comparison to the nine months ended
June 30, 2002. The increase in shipping volume during both comparative
periods can be attributed to a combination of the addition of two new
stations during the third quarter of fiscal 2002, the effect of additional
sales personnel hired in the second half of fiscal 2002, strong sales
performance from certain licensee operations, and the improvement in the
economy as compared to the previous fiscal year in which sales volume
decreased due to the adverse effects of September 11, 2001.
Included in total revenues of the nine month period ended June 30, 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 nine months ended June 30, 2003 in comparison to the same period of
the prior year by approximately $2.4 million or 38.6%, to $8,439,000. For the
three month comparative period then ended, international revenues increased
by approximately $229,000 or 10.5%, to $2,412,000.
Domestic revenues increased by approximately $1.3 million or 18.4%, to
$8,637,000 during the three-month period ended June 30, 2003 in comparison to
the same period in the previous year, and increased by approximately $5.9
million or 30.0%, to $25,392,000 during the nine month comparative period
then ended. Domestic revenues generated during the first nine months of
fiscal 2003 included sales that were generated from one customer that
accounted for 8.6% of total revenues. Allstates has provided freight
services to this customer for approximately three 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 2.9%, to 63.8%, for the three
months ended June 30, 2003, in comparison to the same period in the previous
year, and increased by 3.3%, to 64.1% of revenues during the nine months
ended June 30, 2003 in comparison to the same period in the previous year.
The increase in the cost of sales percentage between the three and nine month
comparative periods reflects the addition of certain lower margin customer
accounts that make up a significant portion of the increase in sales volume.
Furthermore, the effect of the charter airline services that Allstates
provided to one customer during the nine months ended June 30, 2003 had a
substantial impact on the cost of sales percentage, as charter service
typically affords a lower profit margin than typical airfreight forwarding
9
services. In absolute terms, the cost of sales increased by approximately
$1.3 million or 22.4%, to $7,045,000 during the three months ended June 30,
2003 versus the comparative period in the prior year, and increased by $6.1
million or 39.2% during the nine month period then ended, reflecting the
increased sales volume. Gross margins decreased to 36.2% during the quarter
ended June 30, 2003 from 39.3% in the same quarter of the previous fiscal
year, and decreased to 35.9% during the nine months then ended, from 37.6% in
the prior year period. Gross profit increased by approximately $282,000 to
$4,003,000 for the three months ended June 30, 2003 versus the same three
months of the prior year, and increased by $2,104,000 for the nine month
comparative period.
Selling, General and Administrative Expenses
As a percentage of sales, operating expenses decreased by 1.0% and 0.6%
respectively for the three and nine months ended June 30, 2003 in comparison
to the same periods of the previous year, primarily reflecting higher sales
in relation to fixed operating expenses. In absolute terms, operating
expenses increased by approximately $465,000 or 13.4% during the three-month
period ended June 30, 2003 as compared to the same period in the prior fiscal
year, and increased by approximately $2,889,000 or 30.0% during the nine
months then ended. The increase in SG&A expenses during both periods
reflects a combination of the increased volume of revenues and gross profit,
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 independent sales
agents, as compensation for generating profits to the Company. Licensee
commissions and royalties paid pursuant to licensee agreements increased by
approximately $311,000 and $1,209,000 respectively for the three and nine
month periods ended June 30, 2003, in comparison to the same periods in the
previous year, reflecting the higher level of gross profits at certain
licensee operations. Allstates has agreements with two independent sales
agents whereby the Company pays a percentage of gross profits earned from
revenues they generate. Allstates paid approximately $58,000 in agency
commissions during the three months ended June 30, 2003, versus
approximately $19,000 in the same period of the prior year, and paid
approximately $189,000 during the nine months ended June 30, 2003, versus
$23,000 during the comparative period of the previous year.
Personnel expenses increased by approximately $104,000 during the three
months ended June 30, 2003 as compared to the same period of the prior year,
and increased by approximately $1,082,000 for the comparative nine months
then ended. During the third and fourth quarters of fiscal 2002, Allstates
increased headcount when it opened and staffed two company-owned stations in
Florida, where there had been no presence in recent years, while adding sales
and operations staff in other existing locations in an effort to bolster
sales. During the quarter ended June 30, 2003, the Company reduced its
headcount to compensate for losses incurred in the first half of the fiscal
year. The Company's headcount was 95 employees at June 30, 2003, versus 90
employees at June 30, 2002.
Facilities expenses increased by approximately $25,000 during the quarter
ended June 30, 2003 in comparison to the same quarter in the prior fiscal
year, and increased by approximately $172,000 during the nine month period
then ended, primarily driven by higher rent and telephone expense. The
increase in rent expense primarily reflects the rental of warehouse space at
one of the new Florida locations, which 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. The
increase in telephone expense is due to the effect of the additional sales
and operations personnel, as well the addition of the two new stations.
10
In comparison to their prior year periods, bad debt expense increased by
approximately $57,000 and cargo insurance increased by approximately $32,000
during the nine months ended June 30, 2003, reflecting the higher volume of
sales. Auto allowances increased by approximately $69,000 during the nine
month period ended June 30, 2003, reflecting the increase in salesperson
headcount, offset in part by lower depreciation expense and auto insurance,
as Allstates has gradually disposed its company owned automobile fleet in
favor of paying an allowance for the business use of personal cars.
SG&A expenses presented for the three months ended June 30, 2003 and 2002 are
inclusive of expenditures to related parties totaling $354,486 and $322,080,
respectively. SG&A expenses presented for the nine months ended June 30, 2003
and 2002 are inclusive of expenditures to related parties totaling $1,069,285
and $973,077, respectively.
Income/(Loss) From Operations
Operating income decreased during the three months ended June 30, 2003 by
approximately $183,000, to $61,000, and decreased for the nine months then
ended by approximately $786,000, to a loss of ($366,000), as compared to
operating income of $244,000 and $419,000 for the same three and nine 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 June
30, 2003 decreased by 2.0%, to 0.6% of sales, and decreased for the nine
month period then ended by 2.7% to a negative (1.1%).
Interest Expense and Income
Net interest expense increased for the three and nine months ended June
30, 2003 by approximately $2,000 and $11,000 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 profit of approximately $6,000
during the quarter ended June 30, 2003 from a profit of $186,000 during the
same period in the prior year. For the nine months ended June 30, 2003,
income before income taxes decreased to a loss of approximately $(916,000)
from a profit of 250,000 for the nine months ended June 30, 2002. The
Company recorded no tax provision for the quarter ended June 30, 2003, as
compared to a tax provision of $77,000 for quarter ended June 30, 2002. For
the nine months ended June 30, 2003, Allstates recorded a net tax benefit of
$399,000 versus a tax provision of $104,000 for the same period of the
previous year. The net profit amounted to approximately $6,000 or 0.1% of
revenues during the third quarter of Fiscal 2003 versus a net profit of
$109,000 or 1.2% of revenues in the third quarter of Fiscal 2002. The nine
month loss for fiscal 2003 totaled ($517,000) or (1.5%) of revenues, versus a
profit of $146,000 or 0.6% of revenues in the same period of fiscal 2002.
-11-
Liquidity and Capital Resources
Net cash provided by operating activities was approximately $97,000 for the
nine months ended June 30, 2003, compared to cash flow used for operations of
approximately $237,000 for the nine months ended June 30, 2002. For the nine
months ended June 30, 2003, cash was primarily provided by the receipt of
loan funds due from a third party, as well as a refund of federal tax
payments, offset by a decrease in accounts payble and the net losses of the
Company during the period. During the nine months ended June 30, 2002, cash
was primarily used to finance the increase in accounts receivable, offset by
the net income of the company.
At June 30, 2003, the Company had cash of approximately $50,000 and net
working capital of $1,075,000, compared with cash of $173,000 and net working
capital of $1,534,000 respectively, at June 30, 2002. The decrease in
working capital at June 30, 2003 from June 30, 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 nine months ended June 30, 2003, capital expenditures
amounted to approximately $67,000, while capital expenditures amounted to
approximately $84,000 for the nine months ended June 30, 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 (4.00%
at June 30, 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 June 30, 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. 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.
12
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
The Company maintains disclosure controls and procedures designed to
ensure that information required to be disclosed by the Company in the
reports that it files or submits under the Securities Exchange Act of 1934
(the "1934 Act") is recorded, processed, summarized and reported within the
time periods specified in the rules and forms of the Securities and Exchange
Commission (the "SEC"). Those disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that
information required to be disclosed by the Company in the reports that it
files or submits under the 1934 Act is accumulated and communicated to the
Company's management, including its principal executive and principal
financial officers, or persons performing similar functions, as appropriate,
to allow timely decisions regarding required disclosure. Based upon the
evaluation of those controls and procedures performed as of June 30, 2003,
the Company's management, with the participation of its chief executive
officer and chief financial officer, concluded that the Company's disclosure
controls and procedures were adequate.
The Company has implemented a process designed by, or under the
supervision of, its principal executive and principal financial officers, or
persons performing similar functions, and effected by the Company's board of
directors, management or other personnel, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally
accepted accounting principles and includes those policies and procedures
that: (1) pertain to the maintenance of records that in reasonable detail
accurately and fairly reflect the transactions and dispositions of the
Company's assets; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that the
Company's receipts and expenditures are being made only in accordance with
authorizations of the Company's management and directors; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Company's assets that could have a
material effect on the financial statements. The Company's management, with
the participation of its chief executive officer and chief financial officer,
has determined that there has been no change in the Company's internal
control over financial reporting that occurred during the Company's last
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the Company's internal control over financial reporting.
14
PART II
OTHER INFORMATION
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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
Exhibit 31.1(a) and (b) Rule 13a-14(a)/15d-14(a) Certifications
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.1 Section 1350 Certification pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (furnished but not filed for purposes of the
Securities Exchange Act of 1934)
(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: August 14, 2003
--------------------------------- -----------------
Sam DiGiralomo, President and CEO
BY: /s/ Craig D. Stratton DATED: August 14, 2003
--------------------------------- -----------------
Craig D. Stratton, CFO, Secretary,
Treasurer and Principal Financial Officer
-16-