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, 2001
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 10, 2001.
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 December 31, 2000 and 1999
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
PART II. OTHER INFORMATION.............................................13
ITEM 1 LEGAL PROCEEDINGS..........................................13
ITEM 2 CHANGES IN SECURITIES AND USE OF PROCEEDS..................13
ITEM 3 DEFAULTS ON SENIOR SECURITIES..............................13
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS........13
ITEM 5 OTHER INFORMATION..........................................13
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K...........................13
SIGNATURES........................................................15
2
ALLSTATES WORLDCARGO, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)
ASSETS
March 31, September
30,
2001 2000
(Unaudited) *
Current Assets
Cash and cash
equivalents $304,823 $115,736
Accounts receivable
5,848,753 5,757,204
Inventory 39,507 30,684
Prepaid expenses and
other current assets 732,169 285,057
Deferred income taxes 103,840 103,840
--------- ---------
Total current assets 7,029,092 6,292,521
Property, plant and
equipment 1,504,904 1,671,254
Less: Accumulated
depreciation 795,381 950,258
--------- ---------
Net property, plant and
equipment 709,523 720,996
Goodwill 535,848 567,681
Other assets 270,436 311,002
--------- ---------
Total assets $8,544,899 $7,892,200
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $3,486,299 $3,206,463
Accrued expenses 1,140,350 1,405,221
Short-term bank
borrowings 1,100,000 900,000
Income taxes payable 97,318 20,480
Notes payable 155,439 162,843
--------- ---------
Total current liabilities 5,979,406 5,695,007
Long term portion of notes
payable 2,576,937 2,624,530
Stockholders' equity
(deficit)
Common stock
3,251 3,251
Foreign currency
translation adjustment 1,987 (3,651)
Retained earnings
(deficit) (16,682) (426,937)
--------- ---------
Total stockholders' equity (11,444) (427,337)
Total liabilities and
stockholders' equity $8,544,899 $7,892,200
========== =========
* 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,
2001 2000 2001 2000
---------- ---------- ----------- -----------
Revenues (net of
discounts) $11,560,713 $7,440,571 $23,781,744 $15,100,052
Cost of transportation 6,214,643 4,573,405 13,402,576 9,168,203
---------- ---------- ----------- -----------
Gross profit 5,346,070 2,867,166 10,379,168 5,931,849
Selling, general and
administrative expenses 5,085,454 2,857,165 9,666,108 6,050,052
---------- ---------- ----------- -----------
Income from operations 260,616 10,001 713,060 (118,203)
Other income (expense):
Interest, net (57,155) ( 53,079) ( 117,135) (98,574)
Gain/(loss) on sale
of assets 157,711 (7,224) 160,011 (6,343)
Other income/(expense) 6,250 (5,960) 17,232 (2,960)
---------- ---------- ----------- -----------
Income before income tax
provision 367,422 (56,262) 773,168 (226,080)
Provision for income
taxes 173,530 5,464 362,912 20,464
Net income $193,892 $(61,726) $410,256 $(246,544)
========== ========== =========== ===========
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) $ .01 $ (.01)
Weighted average common
shares - diluted 32,509,872 32,522,872 32,510,812 32,522,872
Net income per common
share - diluted $ .00 $ (.00) $ .01 $ (.01)
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 $(3,651) $(426,937) $(427,337)
September 30, 2000
Other Comprehensive
Income (Currency
translation
adjustment) for the
six months ended
March 31, 2001 5,638 5,638
Consolidated net
income for the
six months ended
March 31, 2001 410,256 410,256
___________ ______ _________ _________ _________
Balance at March
31, 2001 32,509,872 $3,251 $ 1,987 $(16,682) $(11,444)
=========== ====== ========= ========= =========
5
ALLSTATES WORLDCARGO, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
Six Months Ended
March 31,
2001 2000
-------- --------
Cash flows from operating
activities:
$ 410,256 $(246,544)
Adjustments to reconcile net
income to net cash provided
by operating activities:
Depreciation 119,729 100,216
Amortization 34,165 34,165
Provision for doubtful
accounts 76,223 65,034
(Gain)/loss on sale of assets (160,011) 6,343
Deferred income taxes
(Increase) decrease in assets:
Accounts receivable (167,772) (34,524)
Prepaid expenses and other
assets (455,935) 79,815
Increase (decrease) in
liabilities:
Accounts payable and
accrued expenses 14,965 398,774
Income tax payable 76,837 (526,873)
-------- --------
Net cash provided by/used for
operating activities (51,543) (123,594)
Cash flows from investing
activities:
Purchase of equipment (123,983) (134,754)
Proceeds from sale of equipment 195,513 12,500
Cash received from e-tail
Logistics stock subscriptions 1,199 0
Security deposits 37,034 1,550
-------- --------
Net cash used for investing
activities 109,763 (120,704)
Cash flows from financing
activities:
Repayments under notes payable (74,771) ( 58,321)
Repayments under short-term
bank borrowings 0 (100,000)
Borrowing under short-term bank
borrowings 200,000 400,000
-------- --------
Net cash used for/ provided by
financing activities 125,229 241,679
Net (decrease)/ increase in cash
and cash equivalents 183,449 (2,619)
Currency translation adjustments 5,638 7,956
Cash and cash equivalents,
beginning of year 115,736 406,842
-------- --------
Cash and cash equivalents, end of
period $304,823 $412,179
======== ========
The accompanying notes are an integral part of these
consolidated financial statements.
6
ALLSTATES WORLDCARGO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2001
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 2000 Form 10-K
filing dated December 28, 2000 (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, 2001 and 1999
and the results of operations for the three and six months
ended March 31, 2001 and 2000, respectively.
2. Net income per common share appearing in the statements
of operations for the three months and six months ended
March 31, 2001 and 2000, 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. On September 15, 2000, the Company discontinued freight
operations at its UK branch location, Allstates Allcargo
(UK) Ltd. During the six months ended March 31, 2001, the
Company continued to collect accounts receivable and sold
the remaining fixed assets. Comparisons of profit and loss
activity between the three month and six month periods ended
March 31, 2001 and March 31, 2000, respectively, are
impacted.
7
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
General Overview
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, distribution and sales
of safety equipment, and development and sales of audio-
visual products. 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 1,300 customers utilizing ground
transportation, commercial air carriers, and ocean vessels.
Allstates operates 21offices throughout the United States,
including Hawaii, and employs 98 people.
Allstates has agreements with domestic and
international strategic partners and a network of agents
throughout the world. In September, 2000, the Company
formed a strategic alliance with an established freight
forwarding company located in the United Kingdom, with its
principle office in the London Heathrow airport area. This
strategic partner replaced the Company's UK branch office,
which had done business as Allstates Allcargo (UK) Ltd.
since January 1997. The Company had decided to discontinue
freight operations at its branch office prior to the end of
its September 30, 2000 fiscal year end.
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. Allstates pays a
commission to this company based on the invoiced amount,
less deductions for transportation cost and a fee for
providing the service.
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,
2001 2000 2001 2000
---- ---- ---- ----
Revenues 100.0% 100.0% 100.0% 100.0%
Cost of transportation 53.8 61.5 56.4 60.7
---- ---- ---- ----
Gross profit 46.2 38.5 43.6 39.3
Selling, general and
administrative expenses 44.0 38.4 40.6 40.1
Operating income 2.3 0.1 3.0 (0.8)
---- ---- ---- ----
Net income 1.7% (0.8)% 1.7% (1.6)%
Revenues
Revenues of the Company represents gross consolidated
sales less customer discounts. For the quarter ended March
31, 2001, revenues increased by $4,120,000, or 55.4%, to
$11,561,000, over the quarter ended March 31, 2000,
8
reflecting an increase in the number of shipments and the
total weight of cargo shipped. Revenues for the six months
ended March 31, 2001 increased by $8,682,000, or 57.5%, to
$23,782,000 as compared to the six-month period end March
31, 2000.
A significant portion of the increases in revenue for
both periods is attributable to domestic and international
sales generated from one customer that accounted for 10.8%
and 16.5% of consolidated revenues for the three and six
months ended March 31, 2001, respectively. Although
Allstates is confident in its ability to continue providing
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. In
addition, one other customer accounted for 9.1% of total
revenues during the three-month period ended March 31, 2001.
On a pro forma basis, after discounting revenues earned in
total from these two significant customers during the three
month and six month periods ended March 31, 2001, sales
increased by 24.4% and 23.6% respectively, over the
comparative periods in the prior fiscal year.
Domestic revenues increased by approximately $2.9
million or 54.1%, to $8,241,000 during the three-month
period ended March 31, 2001, and increased by approximately
$5.8 million or 51.0%, to $17,307,000 during the six month
comparative period. In addition to revenues earned from the
two significant customers, the growth in domestic sales is
primarily attributable to new business derived from the
Company's service agreement with an unrelated freight and
warehouse services company as previously described.
International sales increased during the three months ended
March 31, 2001 by approximately $1.2 million or 58.6%, to
$3,320,000, and during the six month comparative period
increased by approximately $2.8 million or 78.0%, to
$6,475.000, despite the closing of the Company's UK branch
in September, 2000. For comparison purposes, net sales
generated from the UK branch totaled approximately $124,000
and $301,000 respectively during the three and six months
ended March 31, 2000. Sales to international customers
accounted for 27.2% of total sales during the six months
ended March 31, 2001 as compared to 24.1% of total sales
during the six months ended March 31, 2000.
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 decreased by 7.7%
for the three months ended March 31, 2001, in comparison to
the same period in the previous year, and decreased by 4.3%
for the six-month comparative period. The net decrease
during each of the comparative periods in Fiscal 2001 is
primarily attributable to the new business derived from the
Company's aforementioned service agreement with an unrelated
freight and warehouse services company, as billing for the
warehousing services portion of this business does not carry
a related cost of sales. In addition, the revenues that
were earned from one of the previously mentioned significant
customers had a favorable impact on the cost of sales
percentage for the three months ended March 31, 2001. In
absolute terms, the cost of sales increased by approximately
$1.6 million or 35.9%, to $6,215,000 during the three months
ended March 31, 2001 versus the comparative period in the
prior year, reflecting the increased sales volume. During
the six month comparative period, cost of sales increased by
approximately $4.2 million or 46.2%, to $13,403,000. Gross
margins increased for the three months ended March 31, 2001
to 46.2%, from 38.5% during the same period of the previous
year, and increased to 43.6% for the first six months of
Fiscal 2001 from 39.3% during the same period in the
previous fiscal year.
Gross profit increased by $2,479,000 to $5,346,000
for the three months ended March 31, 2001, and increased by
$4,447,000 to $10,379,000 for the six months ended on that
date, in comparison to the prior year periods.
Selling, General and Administrative Expenses
SG&A expenses increased as a percentage of sales by
5.6% for the three months ended March 31, 2001 compared to
the three months ended March 31, 2000, to 44.0%, primarily
reflecting the effect of higher commissions paid as a
9
percent of revenues during the period. In absolute terms,
operating expenses increased by $2,228,000 or 78.0% during
the three-month period ended March 31, 2001 as compared to
the same period in the prior fiscal year. The increase in
SG&A expenses reflects the growth in revenues and gross
profit during the quarter, represented primarily by higher
commissions expense, offset by the savings realized from the
discontinuation of freight operations at the Company's UK
branch in September, 2000. Operating expenses incurred by
the Company's UK branch amounted to $134,000 for the three
months ended March 31, 2000.
Operating expenses increased for the six months ended
March 31, 2001 by $3,616,000, or 59.8% over the six months
ended March 31, 2000, primarily reflecting higher
commissions expense resulting from the growth in revenue and
gross profit during the period. The increase in SG&A
expense during this period was again offset by the resulting
savings that was realized from the discontinuation of
operations at the UK branch at the end of Fiscal 2000. For
the six months ended March 31, 2000, operating expenses
incurred by the Company's UK branch amounted to $269,000.
The increase in operating expenses during the six months
ended March 31, 2001 was further offset by the effect of
certain isolated expenses that were recorded during the
first quarter of fiscal 2000 related to the Company's
restructuring.
Licensee commissions increased by approximately
$976,000 for the three-month period ended March 31, 2001,
and increased by approximately $1,691,000 for the six-month
period then ended, as compared to the same periods in the
prior fiscal year, driven by a higher level of gross profits
at certain licensee operations. Much of the increases in
licensee commissions were derived from the gross profits
generated from the significant customers that were mentioned
previously. During Fiscal 2001 the Company has also paid
commissions to an unrelated freight and warehousing services
company pursuant to an agreement made between them and
Allstates. Allstates paid approximately $870,000 and
$1,623,000 respectively in commissions to this company
during the three and six months ended March 31, 2001.
SG&A expenses presented for the three months ended
March 31, 2001 and 2000 are inclusive of expenditures to
related parties totaling $175,054 and $71,269, respectively.
SG&A expenses presented for the six months ended March 31,
2001 and 2000 are inclusive of expenditures to related
parties totaling $367,699 and $346,069, respectively.
Income/(Loss) From Operations
Income from operations increased during the three
months ended March 31, 2001 by approximately $251,000, to
$261,000, and during the six months ended on that date
increased by approximately $831,000, to $713,000 as compared
to the same three and six month period in the previous year
for the reasons indicated above. Operating margins for both
the three and six month periods ended March 31, 2001
increased by 2.2%, to 2.3% and 3.0%, respectively, in
comparison to the same periods in the prior fiscal year.
Interest Expense and Income
Net interest expense increased for the three months
ended March 31, 2001 by approximately $4,000, and increased
by approximately $19,000 during the six months then ended as
compared to the same periods in the previous year,
reflecting the increased level of borrowing on the Company's
bank line of credit.
Gain/(Loss) on Sale of Assets
Allstates realized a gain on the sale of property that
the Company co-owned with the Chairman, Joseph Guido. The
property was sold on January 11, 2001 and the proceeds of
the sale were allocated between Mr. Guido and Allstates
WorldCargo. The Company's portion of the net proceeds after
closing costs was $184,005.98, of which a gain of
approximately $153,000 was realized. The total gain on the
sale of assets for the three months and six months ended
March 31, 2001 was approximately $158,000 and $160,000,
respectively.
10
Net Income/(Loss)
Income before income taxes increased to $367,000 during
the quarter ended March 31, 2001 from a loss of $56,000
during the same period in the prior year. The Company
recorded a tax provision of $174,000 for the quarter ended
March 31, 2001 as compared to a tax provision of $5,000 for
quarter ended March 31, 2000. Net income amounted to
$194,000 or 1.7% of revenues in the second quarter of Fiscal
2001 versus a net loss of $62,000 or (0.8)% of revenues in
the second quarter of Fiscal 2000.
For the six months ended March 31, 2001, income before
income taxes increased to $773,000 from a loss of $226,000
during the same period in the previous fiscal year. The
Company recorded a tax provision of $363,000 for the six
months ended March 31, 2001 as compared to a tax provision
of $20,000 for six-month period ended March 31, 2000. Net
income amounted to $410,000 or 1.7% of revenues for the
first six months of Fiscal 2001 versus a net loss of
$247,000 or (1.6)% of revenues for the same period of Fiscal
2000.
Liquidity and Capital Resources
Net cash used for operating activities was
approximately $52,000 for the six months ended March 31,
2001, compared to cash flow used for operations of
approximately $124,000 for the six months ended March 31,
2000. During the six months ended March 31, 2001, cash was
primarily provided by the net income of the Company, but was
offset by an increase in accounts receivable as well as a
short term loan that was extended to an unrelated freight
and warehouse services company. For the six months ended
March 31, 2000, cash was used primarily to satisfy income
tax obligations from fiscal 1999, offset by an increase in
accounts payable. Operating cash flows for the six months
ended March 31, 2000 was negatively impacted by losses
generated by the Company's UK subsidiary, Allstates
Allcargo, (UK) Ltd.
At March 31, 2001, the Company had cash and cash
equivalents of $305,000 and net working capital of
$1,050,000, compared with cash and cash equivalents of
$412,000 and net working capital of $666,000 respectively,
at March 31, 2000. The increase in working capital at March
31, 2001 over the respective period in 2000 is primarily
attributable to the net income of the Company during the
prior twelve month period, augmented by the discontinuation
of freight operations at the Company's UK branch. In
addition, the sale of company owned property during the
second quarter of Fiscal 2001 also had a positive effect on
working capital.
The Company's investing activities were comprised of
expenditures for capital equipment, primarily representing
purchases of computer hardware and software, as well as
company owned automobiles used by its sales representatives.
For the six months ended March 31, 2001, capital
expenditures amounted to approximately $140,000, of which
approximately $16,000 was acquired through notes payable.
For the six months ended March 31, 2000, capital
expenditures amounted to approximately $276,000, of
which approximately $141,000 was acquired through notes
payable. In March, 2001, Allstates received proceeds from
the sale of real estate that was partially owned by the
Company totaling approximately $184,000. Total proceeds
from the sale of assets amounted to approximately $196,000
during the six months ended March 31, 2001.
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 less .25% per annum (7.75% at March 31, 2001).
The interest rate is predicated on the Company maintaining a
compensating account balance in a non-interest bearing
account equal to at least 15% of the outstanding principal
balance. If such average compensating balances are not
maintained, the interest rate will increase by 1% over the
rate currently accruing. As of March 31, 2001, there was
$1,100,000 of outstanding borrowings on the line of credit.
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
11
loan was secured by a $750,000 promissory note signed by the
borrower, and for which a Form UCC-1 financing statement was
filed. At March 31, 2001, Allstates had advanced
approximately $674,000 to QLS. In February 2001, QLS filed
for Chapter 11 protection under the U.S. bankruptcy laws.
Pursuant to the bankruptcy proceedings and subsequent to
March 31, 2001, another company, unrelated to Allstates
WorldCargo, Inc., made a bona fide offer to
purchase the assets of 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.
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.
12
PART II
OTHER INFORMATION
- ------------------
ITEM 1 LEGAL PROCEEDINGS
There have been no material developments concerning the
Company's involvement in an ongoing environmental proceeding as set forth
in the Company's Form 10-K dated September 30, 2000, and
such information is incorporated herein by reference.
ITEM 2 CHANGES IN SECURITIES
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
13
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
None
14
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 15, 2001
--------------------------------- ------------
Sam DiGiralomo, President and CEO
BY: /s/ Craig D. Stratton DATED: May 15, 2001
--------------------------------- ------------
Craig D. Stratton, CFO, Secretary,
Treasurer and Principal Financial Officer
15