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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] 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 PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File No. 333-60608
JANEL WORLD TRADE, LTD.
(Exact name of registrant as specified in its charter)
NEVADA 86-1005291
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
150-14 132nd Avenue, Jamaica, NY 11434
(Address of principal executive offices) (Zip Code)
(718) 527-3800
(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 X No
---- ----
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities under
a plan confirmed by a court. Yes No
----- -----
APPLICABLE ONLY TO CORPORATE REGISTRANTS
State the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 16,843,000
1
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
(a) Janel's unaudited, interim financial statements for its second
fiscal quarter (the six months ended March 31, 2003) have been set forth below.
Management's discussion and analysis of the company's financial condition and
the results of operations for the second quarter will be found at Item 2,
following the financial statements.
2
JANEL WORLD TRADE LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
================================================================================
MARCH 31, 2003 SEPTEMBER 30, 2002
-------------- ------------------
(Unaudited) (Audited)
ASSETS
CURRENT ASSETS:
Cash $1,124,092 $1,198,941
Accounts receivable 3,090,692 3,059,550
Marketable securities 33,544 33,523
Loans receivable - officers 185,716 159,532
- other 17,134 19,325
Prepaid expenses and sundry current assets 67,504 98,842
---------- ----------
TOTAL CURRENT ASSETS 4,518,682 4,569,713
---------- ----------
PROPERTY AND EQUIPMENT, NET 112,285 107,876
---------- ----------
SECURITY DEPOSITS 52,955 48,707
---------- ----------
TOTAL ASSETS $4,683,922 $4,726,296
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Note payable - bank $ 400,000 $ 300,000
Accounts payable 1,649,398 1,758,204
Accrued expenses and taxes payable 114,656 281,274
Current portion of long-term debt 4,374 11,898
---------- ----------
TOTAL CURRENT LIABILITIES 2,168,428 2,351,376
---------- ----------
DEFERRED COMPENSATION 78,568 78,568
---------- ----------
STOCKHOLDERS' EQUITY
Common stock, $.001 par value
225,000,000 shares authorized
16,843,000 and 16,801,000 shares issued and
outstanding at March 31, 2003 and September 30, 2002 16,843 16,801
Additional paid-in capital 498,863 483,296
Retained earnings 1,921,220 1,796,255
---------- ----------
TOTAL STOCKHOLDERS' EQUITY 2,436,926 2,296,352
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $4,683,922 $4,726,296
========== ==========
3
JANEL WORLD TRADE LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
================================================================================
SIX MONTHS ENDED THREE MONTHS ENDED
MARCH 31, MARCH 31,
------------------------------- -------------------------------
2003 2002 2003 2002
------------ ------------ ------------ ------------
REVENUES:
Forwarding revenue $ 25,579,544 $ 19,543,136 $ 11,654,361 $ 9,889,593
Interest and dividends 14,259 8,149 2,775 3,184
TOTAL REVENUES 25,593,803 19,551,285 11,657,136 9,892,777
------------ ------------ ------------ ------------
COSTS AND EXPENSES:
Forwarding expenses 22,593,480 16,836,978 10,210,570 8,532,707
Selling, general and administrative 2,810,772 2,669,834 1,432,913 1,337,461
Interest 10,160 12,535 4,380 5,470
------------ ------------ ------------ ------------
TOTAL COSTS AND EXPENSES 25,414,412 19,519,347 11,647,863 9,875,638
------------ ------------ ------------ ------------
INCOME BEFORE INCOME TAXES 179,391 31,938 9,273 17,139
Income taxes 72,000 11,000 4,000 5,800
------------ ------------ ------------ ------------
NET INCOME $ 107,391 $ 20,938 $ 5,273 $ 11,339
============ ============ ============ ============
OTHER COMPREHENSIVE INCOME
(LOSS), NET OF TAX:
Unrealized gain (loss) from available
for sale securities $ (436) $ 4,387 $ (1,170) $ (89)
============ ============ ============ ============
Basic and diluted earnings per share $ .00638 N/A $ .00031 N/A
============ ============ ============ ============
Weighted number of shares outstanding 16,835,846 N/A 16,843,000 N/A
============ ============ ============ ============
4
JANEL WORLD TRADE, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
================================================================================
SIX MONTHS ENDED MARCH 31,
2003 2002
----------- -----------
OPERATING ACTIVITIES:
Net income $ 107,391 $ 20,938
Adjustments to reconcile net income to net
cash provided by (used in) operating activities:
Stock issued for services 15,609 --
Depreciation and amortization 24,538 41,378
Changes in operating assets and liabilities:
Accounts receivable (31,142) 129,509
Prepaid expenses and sundry current assets 31,338 (65,628)
Security deposits (4,248) 203
Accounts payable and accrued expenses (275,424) (97,489)
----------- -----------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (131,938) 28,911
----------- -----------
INVESTING ACTIVITIES:
Acquisition of property and equipment, net (28,947) (21,958)
Purchase of marketable securities (457) (617)
----------- -----------
NET CASH USED IN INVESTING ACTIVITIES (29,404) (22,575)
----------- -----------
FINANCING ACTIVITIES:
Increase in loans receivable (23,993) (22,004)
Proceeds from sale of common stock 18,010 --
Repayment of long-term debt, net (7,524) (53,490)
Bank borrowing 100,000 (100,000)
----------- -----------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 86,493 (175,494)
----------- -----------
DECREASE IN CASH (74,849) (169,158)
CASH - BEGINNING OF PERIOD 1,198,941 1,429,082
----------- -----------
CASH - END OF PERIOD $ 1,124,092 $ 1,259,924
=========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION:
Cash paid during the period for:
Interest $ 10,160 $ 12,535
=========== ===========
Income taxes $ 113,356 $ --
=========== ===========
Non-cash investing activities:
Unrealized gain (loss) on marketable securities $ (436) $ 4,387
=========== ===========
5
JANEL WORLD TRADE, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2003
(Unaudited)
================================================================================
1 BASIS OF PRESENTATION
The attached consolidated financial statements have been prepared pursuant
to the rules and regulations of the Securities and Exchange Commission. As
a result, certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. The Company believes
that the disclosures made are adequate to make the information presented
not misleading. The consolidated financial statements reflect all
adjustments which are, in the opinion of management, necessary to a fair
statement of the results for the interim periods presented. These
consolidated financial statements should be read in conjunction with the
audited consolidated financial statements and related notes included in the
Company's Form 8-K /A as filed with the Securities and Exchange Commission
on or about December 31, 2002.
2 RECENT PRONOUNCEMENTS
In July 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 141, "Business
Combinations" and SFAS No. 142, "Goodwill and Other Intangible Assets".
SFAS 141 requires that all business combinations be accounted for by the
purchase method of accounting and changes the criteria for recognition of
intangible assets acquired in a business combination. The provisions of
SFAS 141 apply to all business combinations initiated after June 30, 2001.
SFAS 142 requires that goodwill and intangible assets with indefinite
useful lives no longer be amortized; however, these assets must be reviewed
at least annually for impairment. Intangible assets with finite useful
lives will continue to be amortized over their respective useful lives. The
standard also establishes specific guidance for testing for impairment of
goodwill and intangible assets with indefinite useful lives. Goodwill and
intangible assets acquired after June 30, 2001 are subject immediately to
the non-amortization provisions of SFAS 142.
In October 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets". SFAS 144 establishes a single
accounting model, based on the framework established in SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of", for long-lived assets to be disposed of by sale,
and resolves implementation issues related to SFAS 121. The Company does
not expect the adoption of SFAS 144 to have a material impact on its
operating results or financial position.
6
3 GENERAL COMMENTS
1. In October 2002 the Company issued 42,000 unregistered shares of
common stock as payment for legal services.
2. On December 12, 2002, the Company adopted the "Janel World Trade Ltd.
Stock Option Incentive Plan" (the "Plan") reserving 1,600,000 shares
of the Company's $.001 par value common stock for stock options. No
options have been granted under this plan.
The exercise price of any incentive stock option or unqualified option
granted under the Option Plan may not be less than 100% of the fair
market value of the shares of common stock of the Company at the time
of the grant. In the case of incentive stock options granted to
holders of more than 10% of the voting power of the Company, the
exercise price may not be less than 110% of the fair market value.
c. In March 2003 the Company increased its line of credit with a bank
from $400,000 to $1,500,000. Advances under this facility bear
interest at prime plus 1% per annum, are due on March 31, 2004 and are
collateralized by substantially all assets of the Company. In
addition, all borrowing under this agreement are personally guaranteed
by certain stockholders of the Company.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Forward Looking Statements
The statements contained in all parts of this document that are not
historical facts are, or may be deemed to be, "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. Such forward-looking statements include,
but are not limited to, those relating to the following: the effect and benefits
of the company's reverse merger transaction; Janel's plans to reduce costs
(including the scope, timing, impact and effects thereof); potential annualized
cost savings; plans for direct entry into the trucking and warehouse
distribution business (including the scope, timing, impact and effects thereof);
the company's ability to improve its cost structure; plans for opening
additional domestic and foreign branch offices (including the scope, timing,
impact and effects thereof); the sensitivity of demand for the company's
services to domestic and global economic and political conditions; expected
growth; future operating expenses; future margins; fluctuations in currency
valuations; fluctuations in interest rates; future acquisitions and any effects,
benefits, results, terms or other aspects of such acquisitions; 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 outlook and any other statements regarding
future growth, cash needs, operations, business plans and financial results and
any other statements that are not historical facts.
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. Janel's results may differ
significantly from the results discussed in the forward-looking statements. Such
statements involve risks and uncertainties, including, but not limited to, those
relating to costs, delays and difficulties
7
related 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; effects of regulation; its
vulnerability to general economic conditions and dependence on its principal
customers; accuracy of accounting and other estimates; risk 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 risk
factors described in Janel's Annual Report on Form 10-K filed with the SEC on
December 30, 2002. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual outcomes
may vary materially from those projected.
Overview
The following discussion and analysis addresses the results of operations
for the three months ended March 31, 2003, as compared to the results of
operations for the three months ended March 31, 2002. The discussion and
analysis then addresses the results of Janel's operations for the six months
ended March 31, 2003, as compared to the results of operations for the six
months ended March 31, 2002. The discussion and analysis then addresses the
liquidity and financial condition of the company, and other matters.
Results of Operations
Janel operates its business as a single segment comprised of full-service
cargo transportation logistics management, including freight forwarding - via
air, ocean and land-based carriers - customs brokerage services, warehousing and
distribution services, and other value-added logistics services.
Three Months Ended March 31, 2003 Compared to Three Months Ended March 31, 2002
Revenues. Total revenues for the second quarter of fiscal 2003 were
$11,657,136 as compared to $9,892,777 for the same period of 2002, a
year-over-year increase of $1,764,359, or 17.8%. The higher level of revenues
was primarily due to the both greater shipping activity across the company's
base of customers as well as the continuing general recovery of international
trade in second quarter fiscal 2003 versus second quarter fiscal 2002, which
remained relatively weak following the events of September 11, 2001.
Forwarding Expense. Forwarding expenses are primarily comprised of the fees
paid by Janel directly to cargo carriers to handle and transport its actual
freight shipments on behalf of its customers between initial and final terminal
points. Forwarding expenses also include any duties and/or trucking charges
related to the shipments. For the second quarter of fiscal 2003, forwarding
expenses increased by $1,677,863, or 19.7%, to $10,210,570 as compared to
$8,532,707 for the second quarter of fiscal 2002. The absolute dollar increase
was generally consistent with the increased level of forwarding revenues
year-over-year, although forwarding expenses as a percentage of forwarding
revenues did increase slightly from 86.3% to 87.6% year-over-year, mainly
reflecting that portion of higher rates paid by Janel to its cargo carriers that
have not yet been completely passed through to the company's customers.
8
Selling, General and Administrative Expense. As a percentage of revenues,
selling, general and administrative expense in second quarter of fiscal 2003
declined 123 basis points to 12.29% as compared to 13.52% in the prior year's
comparable period. However, in absolute dollar terms, SG&A expense increased
$95,452, or 7.1%, to $1,432,913 in the second quarter of fiscal 2003 as compared
to $1,337,461 in the second quarter of fiscal 2002. The year-over-year dollar
increase incurred by Janel primarily reflected the incremental costs of being a
publicly held company in fiscal 2003 but not in the second quarter of fiscal
2002 before the company became publicly held. In addition, the company incurred
some one-time costs in the second quarter of fiscal 2003 related to relocation
of its corporate accounting function into new offices and expenses incurred by
its Los Angeles office to accommodate anticipated personnel expansion in the
third quarter of fiscal 2003.
Income Before Taxes. Janel's income before taxes for the fiscal 2003 second
quarter declined $7,866 from $17,139 in 2002 to $9,273 in 2003, or by 45.9%. On
a percentage of revenue basis, the year-over-year increase in forwarding
expenses was only partially offset by the decrease in SG&A expenses.
Consequently, the pretax profit margin on net revenue (total revenues less
forwarding expenses) declined as well by 62 basis points year-over-year from
1.26% in fiscal 2002 to 0.64% in fiscal 2003.
Income Taxes. The effective income tax rate in both the 2003 and 2002
periods reflects the U.S. federal statutory rate and applicable state income
taxes.
Net Income. Net income for the second quarter of fiscal 2003 was $5,273, a
decrease of $6,066 or 53.5% as compared to net income of $11,339 for the second
quarter of fiscal 2002. This reflects a decrease in Janel's net profit margin
(net income as a percent of net revenues) of 47 basis points from 0.83% in the
second quarter of fiscal 2002 to 0.36% in the second quarter of fiscal 2003.
Six Months Ended March 31, 2003 Compared to Six Months Ended March 31, 2002
Revenues. Total revenues for the six months ended March 31, 2003, were
$25,593,803, an increase of $6,042,518, or 30.9%, as compared to $19,551,285 for
the first six months of fiscal 2002. The increase in revenues in fiscal 2003 was
primarily due to increased business activity across the company's customer base
and a general year-over-year economic recovery in international trade versus the
fiscal 2002 period, which covered the first six months following the events of
September 11, 2001.
Forwarding Expense. For the six months ended March 31, 2003, forwarding
expenses were $22,593,480. This represented an increase of $5,756,502, or 34.2%,
as compared to the $16,836,978 of forwarding expenses incurred for the six
months ended March 31, 2002. The percentage increase was essentially consistent
with the increase in total forwarding revenues for the six months ended March
31, 2003 as compared to 2002.
Selling, General and Administrative Expense. For the six month periods
ended March 31, 2003 and 2002, selling, general and administrative expenses were
$2,810,772 and $2,669,834, respectively. This represents a year-over-year
increase of $140,938, or 5.3%. The increase in SG&A expense year-over-year from
the respective six months of fiscal 2002 primarily reflected incremental
expenses incurred by the company subsequent to becoming a public company in July
2002 and, to a lesser extent, one-time expenses incurred in relation to the
relocation of the company's corporate accounting function into new offices and
in anticipation of expansion through the addition of new personnel in the Los
Angeles office scheduled for the third quarter of fiscal 2003.
Income Before Taxes. Janel's income before taxes rose 461.7% to $179,391
for the six months ended March 31, 2003 as compared to $31,938 for the six
months ended March 31, 2002. Janel's pretax profit margin on net revenue (total
revenues less forwarding expenses) increased by 480 basis points from 1.18% for
the six months ended March 31, 2002 to 5.98% in the six months ended March 31,
2003.
9
Income Taxes. The effective income tax rate in both the 2003 and 2002
periods reflects the U.S. federal statutory rate and applicable state income
taxes.
Net Income. Net income for the six months ended March 31, 2003, was
$107,391, up $86,453, or 412.9%, as compared to $20,938 for the six months ended
March 31, 2002. Janel's net profit margin (net income as a percentage of net
revenues) increased by 281 basis points from 0.77% in the six months ended March
31, 2002 to 3.58% in the six months ended March 31, 2003.
Liquidity and Capital Resources
Janel's ability to meet its liquidity requirements, which include
satisfying its debt obligations and funding working capital, day-to-day
operating expenses and capital expenditures depends upon its future performance,
which is subject to general economic conditions and other factors, some of which
are beyond its control. During the six months ended March 31, 2003, Janel's
primary requirements for working capital have been directly related to the
funding of increased accounts receivable and the reduction of accounts payable
and accrued expenses and taxes payable.
At March 31, 2003, cash decreased by $74,849 to $1,124,092 from $1,198,941
at September 30, 2002. For the six months ended March 31, 2003, Janel's primary
uses of cash for operating activities were to finance an increase in its
accounts receivable by $31,142 and reductions in its accounts payable by
$108,806 and accrued expenses and taxes payable by $166,618. These uses of cash
for operating activities for the six months ended March 31, 2003 were somewhat
offset by a decrease in prepaid expenses and other current assets of $31,338.
For financing activities, Janel increased a note payable by $100,000 and loans
receivable by $23,993.
In March 2003, the company increased its line of credit with a bank from
$400,000 to $1,500,000. Management believes anticipated cash flow from
operations and availability under its expanded line of credit are sufficient to
meet its current working capital and operating needs. At March 31, 2003, Janel
had $1,100,000 of available borrowing remaining under a line of credit with a
bank pursuant to which it may borrow up to $1,500,000 bearing interest at prime
plus one percent per annum, which is collateralized by substantially all the
assets of the company and personally guaranteed by certain shareholders of the
company.
10
Current Outlook
Janel is primarily engaged in the business of providing full-service cargo
transportation logistics management, including freight forwarding - via air,
ocean and land-based carriers - customs brokerage services, warehousing and
distribution services, and other value-added logistics services. Its results of
operations are affected by the general economic cycle, particularly as it
influences global trade levels and specifically the import and export activities
of Janel's various current and prospective customers. Historically, the
company's quarterly results of operations have been subject to seasonal trends
which have been the result of, or influenced by, numerous factors including
climate, national holidays, consumer demand, economic conditions, the growth and
diversification of its international network and service offerings, and other
similar and subtle forces.
Based upon the results for the six months ended march 31, 2003, and its
current expectations for the third and fourth quarters of fiscal 2003, Janel
projects that gross revenues for its fiscal year ending September 30, 2003 will
exceed $50 million, up from $44.9 million reported in fiscal 2002.
Janel has developed a business plan and a strategy to grow its revenues and
profitability through its fiscal year ending September 30, 2003. The company's
strategy includes plans to: open additional branch offices both domestically and
in Southeast Asia; introduce additional revenue streams for its existing
headquarters and branch locations; proceed with negotiations and due diligence
with privately held transportation-related firms which may ultimately lead to
their acquisition by the company; expand its existing sales force by hiring
additional commission-only sales representatives with established customer
bases; increase its focus on growing revenues related to export activities;
evaluate direct entry into the trucking and warehouse distribution business as a
complement to the services already provided to existing customers; and continue
its reduction of current and prospective overhead and operating expenses,
particularly with regard to the efficient integration of any additional offices
or acquisitions. Certain elements of the company's growth strategy, principally
proposals for acquisition, are contingent upon the availability of adequate
financing at terms acceptable to the company. The company has to date been
unable to secure long-term financing at terms it deems acceptable, and cannot
presently anticipate when or if such financing will become available. Therefore,
the implementation of significant aspects of the company's strategic growth plan
may be deferred beyond the originally anticipated timing.
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
There were no matters submitted to a vote of shareholders during the
second fiscal quarter ended March 31, 2003.
Item 6. Exhibits And Reports on Form 8-K.
(a) Exhibits required by item 601 of Regulation S-K.
Exhibit
Number Description of Exhibit
------ ----------------------
99.1 Officers' certification pursuant to the Sarbanes-Oxley Act
of 2002.
(b) Reports on Form 8-K. No reports on Form 8-K were filed during the
quarter for which this report is filed
11
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
May 14, 2003
JANEL WORLD TRADE, LTD.
By: /s/ James N. Jannello
------------------------------
James N. Jannello
Chief Executive Officer
12
Exhibit 99.1
Sarbanes-Oxley Act Certifications
I, James N. Jannello, Executive Vice President and Chief Executive Officer
of Janel World Trade, Ltd., certify that:
1. I have reviewed this periodic report on Form 10-Q of Janel World Trade, Ltd.;
2. Based on my knowledge, this periodic 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 periodic
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this periodic 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 periodic report;
4. The registrant's other certifying officers and I are 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 us by others within those entities,
particularly during the period in which this periodic 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
periodic report (the "Evaluation Date"); and
c) presented in this periodic report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and board of directors:
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. The registrant's other certifying officers and I have indicated in this
periodic report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: May 14, 2003 /s/ James N. Jannello
-----------------------------------------------
James N. Jannello, Executive Vice President
& Chief Executive Officer
I, Stephen P. Cesarski, President and Chief Operating Officer of Janel
World Trade, Ltd., certify that:
1. I have reviewed this periodic report on Form 10-K of Janel World Trade, Ltd.;
2. Based on my knowledge, this periodic 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 periodic
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this periodic 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 periodic report;
4. The registrant's other certifying officers and I are 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 us by others within those entities,
particularly during the period in which this periodic 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
periodic report (the "Evaluation Date"); and
c) presented in this periodic report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and board of directors:
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. The registrant's other certifying officers and I have indicated in this
periodic report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: May 14, 2003 /s/ Stephen P. Cesarski
--------------------------------
Stephen P. Cesarski, President
& Chief Operating Officer
I, Linda Bieler, Controller and Chief Financial and Accounting Officer of
Janel World Trade, Ltd., certify that:
1. I have reviewed this periodic report on Form 10-K of Janel World Trade, Ltd.;
2. Based on my knowledge, this periodic 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 periodic
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this periodic 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 periodic report;
4. The registrant's other certifying officers and I are 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 us by others within those entities,
particularly during the period in which this periodic 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
periodic report (the "Evaluation Date"); and
c) presented in this periodic report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and 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. The registrant's other certifying officers and I have indicated in this
periodic report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: May 14, 2003 /s/ Linda Bieler
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Linda Bieler, Controller & Chief
Financial and Accounting Officer