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, 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 August 13, 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 March 31, 2001 and 2000
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
ASSETS
June 30, September
30,
2001 2000
(Unaudited) *
----------- ----------
Current Assets
Cash and cash
equivalents $ 457,991 $ 115,736
Accounts receivable
4,400,833 5,757,204
Inventory
48,795 30,684
Prepaid expenses and
other current assets 829,261 285,057
Deferred income taxes 103,840 103,840
--------- ---------
Total current assets 5,840,720 6,292,521
Property, plant and
equipment 1,506,282 1,671,254
Less: Accumulated
depreciation 838,225 950,258
--------- ---------
Net property, plant and
equipment 668,057 720,996
Goodwill 519,932 567,681
Other assets 267,870 311,002
--------- ---------
Total assets $7,296,579 $7,892,200
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $2,647,748 $3,206,463
Accrued expenses 864,215 1,405,221
Short-term bank
borrowings 1,100,000 900,000
Income taxes payable 0 20,480
Notes payable 154,034 162,843
--------- ---------
Total current liabilities 4,765,997 5,695,007
Long term portion of notes
payable 2,536,181 2,624,530
Stockholders' equity
(deficit)
Common stock 3,251 3,251
Foreign currency
translation adjustment (2,584) (3,651)
Retained earnings
(deficit) (6,266) (426,937)
--------- ---------
Total stockholders' equity (5,599) (427,337)
Total liabilities and
stockholders' equity $7,296,579 $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 Nine Months Ended
June 30, June 30,
2001 2000 2001 2000
---------- ---------- ----------- -----------
Revenues (net of
discounts) 9,187,421 $8,021,884 $32,969,165 $23,121,936
Cost of transportation 5,359,051 4,751,600 18,761,627 13,919,803
---------- ---------- ----------- -----------
Gross profit 3,828,370 3,270,284 14,207,538 9,202,133
Selling, general and
administrative expenses 3,795,568 3,125,331 13,461,676 9,175,383
---------- ---------- ----------- -----------
Income from operations 32,802 144,953 745,862 26,750
Other income (expense):
Interest, net (66,254) (57,505) (183,389) (156,079)
Gain/(loss) on sale of
assets (5,017) 9,603 154,994 3,260
Other income/(expense) 7,666 5,850 24,898 2,890
---------- ---------- ----------- -----------
Income before income tax
provision (30,803) 102,901 742,365 (123,179)
Provision for income
taxes (41,218) (65,288) 321,694 (44,824)
Net income $ 10,415 $ 168,189 $ 420,671 $ (78,355)
========== ========== =========== ===========
Weighted average common
shares - basic 32,509,872 32,509,872 32,509,872 32,509,872
Net income per common
share - basic $ .00 $ .01 $ .01 $ .00
Weighted average common
shares - diluted 32,509,872 32,522,872 32,510,509 32,522,872
Net income per common
share - diluted $ .00 $ .01 $ .01 $ .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)
<c> <c> <c> <c> <c>
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
nine months ended
June 30, 2001 1,067 1,067
Consolidated net
income for the
nine months ended
June 30, 2001 420,671 420,671
___________ ______ _________ _________ _________
Balance at June
30, 2001 32,509,872 $3,251 $(2,584) $( 6,266) $( 5,599)
=========== ====== ========= ========= =========
The accompanying notes are an integral part of these consolidated
financial statements.
5
ALLSTATES WORLDCARGO, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
Nine Months Ended
June 30,
2001 2000
----------- -----------
Cash flows from operating
activities:
Net income 420,671 (78,355)
Adjustments to reconcile net
income to net cash provided
by operating activities:
Depreciation 185,542 160,973
Amortization 51,247 51,247
Provision for doubtful
accounts 112,600 84,498
(Gain)/loss on sale of assets (154,994) (3,260)
Deferred income taxes
(Increase) decrease in assets:
Accounts receivable 1,243,771 (105,857)
Prepaid expenses and other
assets (562,315) (7,580)
Increase (decrease) in
liabilities:
Accounts payable and
accrued expenses (1,099,720) 249,466
Income tax payable (20,480) (526,873)
----------- -----------
Net cash provided by/used for
operating activities 176,322 (175,741)
Cash flows from investing
activities:
Purchase of equipment (144,495) (168,570)
Proceeds from sale of property
and equipment 207,589 34,168
Cash received from e-tail
Logistics stock subscriptions 1,199
Purchase of treasury stock of
subsidiary (70,811)
Security deposits 38,434 4,025
----------- -----------
Net cash provided by/used for
investing activities 102,727 (201,188)
Cash flows from financing
activities:
Repayments under notes payable (137,861) (133,832)
Repayments under short-term
bank borrowings (120,000)
Borrowing under short-term bank
borrowings 200,000 600,000
----------- -----------
Net cash provided by financing
activities 62,139 346,168
Net increase / (decrease) in cash
and cash equivalents 341,188 (30,761)
Currency translation adjustments 1,067 12,088
Cash and cash equivalents,
beginning of year 115,736 406,842
----------- -----------
Cash and cash equivalents,
end of period $457,991 $388,169
=========== ===========
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, 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 June 30, 2001 and
September 30, 2000 and the results of operations for the
three and nine months ended June 30, 2001 and 2000,
respectively.
2. Net income per common share appearing in the statements
of operations for the three months and nine months ended
June 30, 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 nine months ended June 30, 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 nine month periods
ended June 30, 2001 and June 30, 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 19 offices throughout the United States,
and employs 89 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. Per the
agreement, Allstates paid a commission to this company based
on the invoiced amount, less deductions for transportation
cost and a fee for providing the service. In May, 2001, the
assets of that company were purchased by another company
unrelated to Allstates WorldCargo, Inc., and consequently
the service agreement was terminated.
Results of Operations
The following table sets forth for the periods
indicated certain financial information derived from the
Company's consolidated statement of operations expressed as
a percentage of net sales:
Three Months Ended Nine Months Ended
June 30, June 30,
2001 2000 2001 2000
---- ---- ---- ----
Revenues 100.0% 100.0% 100.0% 100.0%
Cost of transportation 58.3 59.2 56.9 60.2
---- ---- ---- ----
Gross profit 41.7 40.8 43.1 39.8
Selling, general and
administrative expenses 41.3 38.8 40.8 39.5
---- ---- ---- ----
Operating income 0.4 2.0 2.3 0.3
==== ==== ==== ====
Net income .1% 2.1% 1.3% (0.3)%
Revenues
Revenues of the Company represents gross consolidated
sales less customer discounts. For the quarter ended June
30, 2001, revenues increased by $1,166,000, or 14.5%, to
$9,187,000, over the quarter ended June 30, 2000, reflecting
an increase in the number of shipments and the total weight
of cargo shipped. Revenues for the nine months ended June
30, 2001 increased by $9,847,000, or 42.6%, to $32,969,000
as compared to the nine-month period end June 30, 2000.
8
A significant portion of the increase in revenue for
the three and nine month comparative periods ended June 30
is attributable to domestic and international sales
generated from one customer. That customer accounted for
13.8% of consolidated revenues during the nine months ended
June 30, 2001, and 6.7% of consolidated revenues for the
three months then ended. 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.
Domestic revenues increased by approximately $0.6
million or 9.3%, to $6,711,000 during the three-month period
ended June 30, 2001, and increased by approximately $6.4
million or 36.5%, to $24,018,000 during the nine month
comparative period. In addition to revenues earned from the
significant customer, the increase in domestic sales is
primarily attributable to new business that was derived from
the Company's service agreement with an unrelated freight
and warehouse services company. As previously mentioned,
that agreement was terminated in May 2001 pursuant to the
sale of the assets of that company to another unrelated
company. International sales increased during the three
months ended June 30, 2001 by approximately $0.6 million or
31.5%, to $1,884,000, and during the nine month comparative
period increased by approximately $3.4 million or 62.1%, to
$8,951,000, despite the closing of the Company's UK branch
in September, 2000. For comparison purposes, net sales
generated from the UK branch totaled approximately $140,000
and $441,000 respectively during the three and nine months
ended June 30, 2000. Sales to international customers
accounted for 27.2% of total sales during the nine months
ended June 30, 2001 as compared to 23.9% of total sales
during the nine months ended June 30, 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 0.9%
for the three months ended June 30, 2001, in comparison to
the same period in the previous year, and decreased by 1.1%
for the nine-month comparative period. The net decrease in
transportation costs 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
absolute terms, the cost of sales increased by approximately
$0.6 million or 12.8%, to $4,752,000 during the three months
ended June 30, 2001 versus the comparative period in the
prior year, reflecting the increased sales volume. During
the nine month comparative period, cost of sales increased
by approximately $4.8 million or 34.8%, to $18,762,000.
Gross margins increased for the three months ended June 30,
2001 to 41.7%, from 40.8% during the same period of the
previous year, and increased to 43.1% for the first nine
months of Fiscal 2001 from 39.8% during the same period in
the previous fiscal year.
Gross profit increased by $558,000 to $3,828,000 for
the three months ended June 30, 2001, and increased by
$5,005,000 to $14,208,000 for the nine 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
2.3% for the three months ended June 30, 2001 compared to
the three months ended June 30, 2000, to 41.3%, primarily
reflecting the effect of higher commissions paid as a
percent of revenues during the period. In absolute terms,
operating expenses increased by $670,000 or 21.4% during the
three-month period ended June 30, 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
9
discontinuation of freight operations at the Company's UK
branch in September, 2000. Operating expenses incurred by
the Company's UK branch amounted to $128,000 for the three
months ended June 30, 2000.
Operating expenses increased for the nine months ended
June 30, 2001 by $4,286,000, or 46.7% over the nine months
ended June 30, 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 nine
months ended June 30, 2000, operating expenses incurred by
the Company's UK branch amounted to $397,000. The increase
in operating expenses during the nine months ended June 30,
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
$332,000 for the three-month period ended June 30, 2001, and
increased by approximately $2,023,000 for the nine-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 during both comparative periods were
derived from the gross profit generated from the significant
customer that was 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 $228,000 and $1,851,000 respectively in
commissions to this company during the three and nine months
ended June 30, 2001. Cargo insurance increased for the
three months ended June 30, 2001 by approximately $20,000,
and increased for the nine month period then ended by
approximately $89,000, also reflecting the variable effect
of higher sales volume.
SG&A expenses presented for the three months ended June
30, 2001 and 2000 are inclusive of expenditures to related
parties totaling $119,990 and $86,349, respectively. SG&A
expenses presented for the nine months ended June 30, 2001
and 2000 are inclusive of expenditures to related parties
totaling $487,688 and $432,418 respectively.
Income/(Loss) From Operations
Income from operations decreased during the three
months ended June 30, 2001 by approximately $112,000, to
$33,000, and during the nine months ended on that date
increased by approximately $719,000, to $746,000 as compared
to the same three and nine month period in the previous year
for the reasons indicated above. In comparison to their
respective periods in fiscal 2000, the operating margin for
the three month period ended June 30, 2001 decreased by
1.4%, to 0.4%, and increased by 1.2%, to 2.3% for the nine
month period then ended.
Interest Expense and Income
Net interest expense increased for the three months
ended June 30, 2001 by approximately $9,000, and increased
by approximately $27,000 during the nine 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 nine months ended June 30, 2001 was
approximately $155,000.
10
Net Income/(Loss)
Income before income taxes decreased to a loss of
($31,000) during the quarter ended June 30, 2001 from a
profit of $103,000 during the same period in the prior year.
The Company recorded a tax benefit of $41,000 for the
quarter ended June 30, 2001 as compared to a net tax benefit
of $65,000 for quarter ended June 30, 2000. The net profit
amounted to $10,000 or 0.1% of revenues in the third quarter
of Fiscal 2001 versus a net profit of $168,000 or 2.1% of
revenues in the third quarter of Fiscal 2000.
For the nine months ended June 30, 2001, income before
income taxes increased to $742,000 from a loss of $123,000
during the same period in the previous fiscal year. The
Company recorded a tax provision of $322,000 for the nine
months ended June 30, 2001 as compared to a net tax benefit
of $45,000 for nine-month period ended June 30, 2000. Net
income amounted to $421,000 or 1.3% of revenues for the
first nine months of Fiscal 2001 versus a net loss of
$78,000 or (0.3)% of revenues for the same period of Fiscal
2000.
Liquidity and Capital Resources
Net cash provided by operating activities was
approximately $176,000 for the nine months ended June 30,
2001, compared to cash flow used for operations of
approximately $176,000 for the nine months ended June 30,
2000. During the nine months ended June 30, 2001, cash was
primarily provided by the net income of the Company and a
decrease in accounts receivable, offset by an decrease in
accounts payable and a short term loan that was extended to
an unrelated freight and warehouse services company. For
the nine months ended June 30, 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 nine months ended June 30, 2000 was negatively
impacted by losses generated by the Company's UK subsidiary,
Allstates Allcargo, (UK) Ltd.
At June 30, 2001, the Company had cash and cash
equivalents of $458,000 and net working capital of
$1,023,000, compared with cash and cash equivalents of
$388,000 and net working capital of $656,000 respectively,
at June 30, 2000. The increase in working capital at June
30, 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, working capital was negatively impacted by a
$200,000 loan provided to an officer of the Company in
September 2000, while the sale of company owned property
during the second quarter of Fiscal 2001 had a positive
effect.
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 nine months ended June 30, 2001, capital
expenditures amounted to approximately $185,000, of which
approximately $41,000 was acquired through notes payable.
For the nine months ended June 30, 2000, capital
expenditures amounted to approximately $402,000, of
which approximately $233,000 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 $208,000
during the nine months ended June 30, 2001.
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
11
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 and as of the date of this filing has not made any
payments to Allstates. Allstates has filed suit against the
other company and is currently awaiting their response.
Based on information that Allstates has obtained through
public press releases made by the other company, Allstates
believes that the loan is collectable, although no assurance
can be made to that effect.
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
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
None
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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, 2001
--------------------------------- ---------------
Sam DiGiralomo, President and CEO
BY: /s/ Craig D. Stratton DATED: August 14, 2001
--------------------------------- ---------------
Craig D. Stratton, CFO, Secretary,
Treasurer and Principal Financial Officer
14