EXHIBIT 99.1
CAUTIONARY STATEMENTS
Before investing in the Company's Common Stock, investors should be
aware of the following risks. Investors should consider carefully these risk
factors, and the other information included in this Form 10-KSB, before deciding
to purchase shares of the Company's Common Stock.
WHEN USED IN THIS FORM 10-KSB, THE WORDS "BELIEVES," "ANTICIPATES,"
"INTENDS" AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY "FORWARD-LOOKING
STATEMENTS," AS DEFINED IN THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.
THESE STATEMENTS ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT COULD CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE THE COMPANY PROJECTS. INVESTORS
ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON OUR FORWARD-LOOKING STATEMENTS,
WHICH SPEAK ONLY AS OF THE DATE OF THIS FORM 10-KSB.
THE COMPANY HAS SUSTAINED LOSSES IN THE PAST AND IT MAY CONTINUE TO SUSTAIN
LOSSES IN THE FUTURE.
The Company's net loss for the fiscal year ended June 30, 1999 was
approximately $2,894,000 and for the fiscal year ended July 1, 2000 was
approximately $28,212,000. The Company has put in place various measures to
achieve the goals set forth in its financial plan for fiscal 2001 of reducing
and ultimately eliminating these operating losses. This plan recognizes that
losses will continue through part of fiscal 2001 as the Company implements its
strategies. The nature and extent of such losses will ultimately depend on the
success of the Company's financial and business strategies, and on other
factors, some of which may be beyond the Company's control. The Company can make
no assurances that it will eliminate operating losses and achieve profitable
operations. The Company faces the risks, expenses and uncertainties frequently
encountered by emerging companies that operate in new and evolving markets.
Successfully achieving the Company's financial plan depends upon, among other
things, its ability to:
* continue to reduce losses and position the Company to achieve
positive cash flow;
* successfully integrate acquisitions and divest of
non-strategic operations;
* successfully promote its national brand for products and
services;
* deliver products and services which are equal or superior to
those of its competitors; and
* develop or buy technology.
The Company may not be successful in implementing its growth plans.
THE COMPANY MAY NEED ADDITIONAL CAPITAL TO FINANCE ITS GROWTH AND CAPITAL NEEDS.
The Company may require additional cash to offset losses in the event
its financial plan for fiscal 2001 is not fully achieved or is delayed.
Achieving the Company's financial goals involves implementing a number of
strategies, some of which may not develop when or as planned. The Company may be
unable to obtain the cash it needs to finance any losses resulting from its
failure to achieve its financial goals or other contingencies. The Company
believes it will continue to use sums of cash in its operations for a period of
time. To date, the Company has primarily relied upon equity investments to fund
its operations and growth. The Company needs to spend cash or obtain financing
to:
* provide working capital to fund its growth, operating losses
and expenses;
* complete the integration of acquisitions;
* complete the development of new hardware and software; and
* respond to unanticipated developments or competitive
pressures.
<PAGE>
The Company's working capital has been at a level to enable it to
sustain its current business and implement the Company's consolidation strategy.
If the Company exhausts its current sources of capital and it cannot obtain
additional capital, the Company will be required to take various steps in order
to continue its operations. Such steps may include an immediate reduction of
operating costs and other expenditures, including reductions of personnel and
suspension of acquisitions involving the expenditure of cash. If those measures
prove insufficient, the Company may need to implement other cost reductions. Any
of such actions could adversely effect the Company's ability to grow, increase
sales and implement its growth plans. The Company cannot assure that it would be
able to reduce its costs to a level which would be sufficient to achieve
profitable operations or generate adequate cash flow. Ultimately, if the Company
could not obtain additional capital and its cost measures were not sufficient to
allow it to achieve profitable operations and adequate cash flow, the Company
could be forced to change its business strategy.
THE COMPANY HAS SUBSTANTIAL INDEBTEDNESS, IS SUBJECT TO RESTRICTIVE DEBT
COVENANTS AND HAS NOT COMPLIED WITH ALL DEBT COVENANTS.
On September 24, 1999, in connection with its acquisition of Velocity
Express, the Company entered into a long-term subordinated promissory note for
$6,519,000, a short-term subordinated promissory note for $7,700,000, which it
has paid down to $4,404,000 as of July 1, 2000, and a convertible subordinated
promissory note in the amount of $3,600,000, each with CEX Holdings, Inc. On
September 24, 1999 the Company also entered into a credit agreement with General
Electric Capital Corporation ("GE Capital") whereby it issued to GE Capital a
revolving note in the amount of $55,000,000, of which $21,903,000 was
outstanding as of July 1, 2000. The Company also entered into a note and warrant
purchase agreement with Bayview Capital Partners LP ("Bayview" or "Bayview
Capital") whereby it issued to Bayview a $5,000,000 senior subordinated note, of
which $5,000,000 was outstanding as of July 1, 2000. Substantially all of the
Company's assets are pledged to lenders to secure its indebtedness. Subject to
the restrictions in the notes, the Company and its subsidiaries may incur
additional indebtedness from time to time to finance capital expenditures and
acquisitions and for other general corporate purposes.
The degree to which the Company is leveraged could have important
consequences to the holders of its stock, including: (a) the Company may be more
vulnerable to economic downturns and other adverse developments and more limited
in its ability to withstand competitive pressures than its competitors that are
not as leveraged; (b) the possible limitation in the future on its ability to
obtain additional financing for working capital, acquisitions, capital
expenditures, debt service requirements or other purposes; (c) a substantial
portion of the Company's cash flow from operations will be dedicated to the
payment of the principal of and interest on its indebtedness, thereby reducing
funds available for operations and capital indebtedness; (d) certain of the
Company's borrowings under the notes are at variable rates of interest which
could cause the Company to be vulnerable to increases in interest rates; and (e)
the Company's leveraged status may affect its ability to make acquisitions in
the future.
The Company's ability to make scheduled payments of the principal of,
or interest on, or to refinance, its indebtedness, will depend on its future
operating performance and cash flow, which are subject to prevailing economic
conditions, prevailing interest rate levels, and financial, competitive,
business and other factors, many of which are beyond the Company's control.
However, based upon its current and anticipated level of operations, the Company
believes that its cash flow from operations and cash available from revolving
credit facilities, will be adequate to meet its anticipated cash requirements
for working capital, capital expenditures, interest payments and scheduled
principal payments. There can be no assurance, however, that the Company's
business will continue to generate cash flow at or above current levels. If the
Company is unable to generate sufficient cash flow from operations in the future
to service its indebtedness, it may be required to refinance all or a portion of
its indebtedness, to obtain additional financing or to dispose of material
assets or operations.
The notes and agreements with the Company's creditors contain a number
of significant covenants that, among other things, restrict its ability to
dispose of its assets, incur additional indebtedness or amend certain debt
instruments, pay dividends, create liens on assets, enter into sale and
leaseback transactions, make
2
<PAGE>
investments, loans or advances, make acquisitions, engage in mergers or
consolidations, change its business, or engage in certain transactions with
affiliates and otherwise restrict certain corporate activities. The Company's
failure to meet these covenants results in an event of default under the credit
agreements. Since December 31, 1999, the Company has been unable to comply with
various covenants relating to its credit agreements. Although its lenders have
waived the noncompliance with these covenants through the end of the Company's
quarter ended July 1, 2000, none of them has agreed to waive these or other
defaults in the future.
The Company may not comply with these or other covenants in the current
or a future fiscal quarter, and has no assurance that any lender will agree to
waive noncompliance. The Company's ability to comply with such covenants will be
affected by its financial performance as well as events beyond its control,
including prevailing economic, financial and industry conditions. The breach of
any such covenants or restrictions could result in a default under the notes,
which would permit the senior lenders, or the holders of the notes, or both, as
the case may be, to declare all amounts borrowed thereunder to be due and
payable, together with accrued and unpaid interest. If the Company is unable to
repay its indebtedness, such lenders could proceed against the collateral
securing such indebtedness.
THE RAPID TECHNOLOGICAL CHANGES IN THE INTERNET AND e-COMMERCE WILL REQUIRE
SUBSTANTIAL EXPENDITURES BY THE COMPANY.
The Internet market in which the Company competes is characterized by
rapidly changing technology, evolving industry standards, frequent new service
and product announcements, introductions and enhancements, compromises in
security and changing customer demands. These market characteristics are
exacerbated by the emerging nature of the Internet and the apparent need of
companies from a multitude of industries to offer Internet-based products,
services and technologies. Accordingly, the Company's future success may depend
on its ability to adapt to rapidly changing technologies, to adapt its services
to evolving industry standards and to continually improve the performance,
features and reliability of its technology and services in response to
competitive service and product offerings and evolving demands of the
marketplace. In addition, the widespread adoption of new Internet, networking or
telecommunications technologies or other technological changes will require
substantial expenditures by the Company, which could have a material adverse
effect on its business, results of operations and financial condition.
THE COMPANY CANNOT ASSURE INVESTORS THAT IT WILL BE ABLE TO EFFECTIVELY
INTEGRATE AND MANAGE ACQUIRED BUSINESSES.
The Company's failure to successfully integrate acquisitions would
negatively affect its business and the execution of its business strategy. The
Company has acquired three businesses in the transportation and same-day
delivery industries and intends to acquire additional businesses. One of the
Company's acquisitions, Velocity Express, is a very large company with
operations throughout the country. Integrating acquired businesses, especially
Velocity Express, may involve unforeseen difficulties and may require
significant financial and other resources, including management time. The
Company's success will depend, in part, on the extent to which it is able to
integrate acquired businesses in terms of centralizing record keeping, operating
communications, administrative functions, such as billing, collections and
financial controls, and eliminating duplication of other functions of acquired
businesses with a view to maintaining a cohesive, efficient enterprise. The
Company could encounter delays, complications and unanticipated expenses in
implementing, integrating and operating such systems, any of which could have a
material adverse effect on its business, financial condition and results of
operations. In addition, the Company may not be able to successfully manage or
achieve anticipated cost savings from the combination of the companies it
acquires. If the Company is unable to successfully integrate acquisitions, it
can expect that this will have a material adverse effect on its business,
financial condition and results of operations. Further, the Company's failure to
integrate operations could adversely effect its ability to attract additional
acquisition candidates.
3
<PAGE>
THE COMPANY FACES A NUMBER OF RISKS IN CONNECTION WITH ITS ACQUISITION STRATEGY.
The Company can make no assurances that it will successfully consummate
any additional acquisitions. One of the Company's primary growth strategies is
to increase revenues, expand its markets served and achieve profitability
through the acquisition of additional same-day delivery and related businesses.
Several large, national publicly traded companies have implemented similar
consolidation strategies through the acquisition of independent courier
companies. These companies may have greater resources and more experience in
acquiring, integrating and managing acquisitions in the same-day delivery
industry. The Company cannot give any assurance that it has the ability to
complete an acquisition on terms it deems acceptable, or that it will be able to
successfully integrate acquired businesses without substantial costs, delays or
other operational or financial problems. The Company cannot give any assurance
that companies acquired in the future will remain or become profitable and be
beneficial to the successful implementation of its growth strategy, or that
acquisitions will produce returns that justify the investments to acquire them,
or that it will be successful in achieving meaningful economies of scale as a
result of such acquisitions. In addition, acquisitions involve a number of
special risks including:
* possible adverse effect upon the Company's operating results
if integration is not properly achieved;
* diversion of the Company's management's attention;
* dependence upon the retention, hiring and training of key
personnel;
* unanticipated legal problems or liabilities;
* the ability to engage sufficient numbers of drivers; and
* maintaining customer satisfaction.
To the extent the Company is unable to acquire additional same-day
delivery or transportation firms and successfully integrate them, its ability to
expand its operations and increase its revenues and earnings to desired goals
could be significantly reduced.
THE COMPANY FACES SIGNIFICANT RISKS OF TAX AUTHORITIES CLASSIFYING INDEPENDENT
CONTRACTORS AS EMPLOYEES.
The IRS may view the Company's independent contractors as employees,
thereby increasing its labor costs. A significant number of the Company's
delivery and pickup drivers are and will be independent contractors (meaning
that they are not Company employees). From time to time, federal and state
taxing authorities have sought to assert that independent contractor drivers in
the same-day delivery and transportation industries are employees. The Company
does not pay or withhold federal or state employment taxes with respect to
independent contractors. Although the Company believes that the independent
contractors which it utilizes are not its employees under existing
interpretations of federal and state laws, it cannot give any assurance that
federal and state authorities will not challenge its position or that other laws
or regulations, including tax laws and laws relating to employment and worker
compensation, will not change. If the IRS should successfully assert that the
Company's independent contractors are in fact the Company's employees, the
Company would be required to pay withholding taxes and extend additional
employee benefits to such persons. In addition, the Company could become
responsible for certain past and future employment taxes and, if it is required
to pay withholding taxes with respect to amounts previously paid to such
persons, the Company could be required to pay penalties or be subject to other
liabilities as a result of incorrectly classifying such employees. If the
Company's drivers are deemed to be employees rather than independent
contractors, it could be required to increase its compensation since drivers may
no longer be receiving commission-based compensation. Any of the foregoing
possibilities could increase the Company's operating costs and have a material
adverse effect on its business, financial condition and results of operations.
4
<PAGE>
THE COMPANY COULD BE SUBJECT TO CLAIMS FOR PERSONAL INJURY, DEATH AND PROPERTY
DAMAGE OR NON-DELIVERY OR DELAYED DELIVERY OF PACKAGES.
The Company could be exposed to claims for personal injury, death and
property damage as a result of accidents involving its employees and independent
contractors. The Company could also be subject to claims resulting from
non-delivery or delayed delivery of packages, many of which could be significant
because of the unique or time-sensitive nature of deliveries. If the Company has
problems with its Internet site, it could be exposed to claims caused by the
non-delivery or misdelivery of packages or documents and claims due to the
mishandling of confidential information. The Company carries liability insurance
and requires that its independent contractors maintain the minimum amount of
liability insurance required by state law. The Company also limits by contract
its liability with respect to its package delivery operations. The Company
cannot make any assurances that any claims made against it will not exceed the
amount of insurance coverage, or that the Company will be able to contractually
limit its liability for package deliveries. Successful claims could have an
adverse effect upon the Company's business, financial condition and results of
operations.
THE COMPANY FACES MANY RISKS UNIQUE TO THE PACKAGE SHIPPING AND SAME-DAY
DELIVERY INDUSTRIES.
Numerous events and factors that affect the delivery services industry
could also affect the Company's business, revenues and earnings, including:
* weather conditions;
* economic factors affecting customers, fuel prices and
shortages of, or disputes with, labor;
* downturns in the level of general economic activity or
employment in the United States, which could affect the demand
for package and priority document delivery; and
* the development and increased usage of communication media
which serve as alternatives to point-to-point delivery
services, including facsimile machines and e-mail.
In addition, the Company's package and priority document delivery
business faces increased competition from major companies such as UPS(R),
Federal Express(R), DHL(TM) and other large, established carriers which dominate
the overnight carrier industry and which could enter the same-day delivery
industry in direct competition with the Company.
THE COMPANY'S BUSINESS DEPENDS UPON A NUMBER OF DIFFERENT INFORMATION AND
TELECOMMUNICATION TECHNOLOGIES INCLUDING THE INTERNET.
The Company requires these technologies to maintain a high volume of
inbound and outbound calls and process transactions accurately and on a timely
basis. Because the Company believes that its technology distinguishes it from
its competitors, any interruption of the Company's ability to receive and send
calls or to process transactions on an accurate and timely basis could result in
the loss of customers and diminish its reputation.
THE COMPANY DEPENDS UPON ITS ABILITY TO ENGAGE AND RETAIN, AS EMPLOYEES OR
THROUGH INDEPENDENT CONTRACTOR OR OTHER ARRANGEMENTS, QUALIFIED DRIVER AND
DELIVERY PERSONNEL WHO POSSESS THE SKILLS AND EXPERIENCE NECESSARY TO MEET THE
NEEDS OF ITS OPERATIONS.
The Company competes in markets in which unemployment is relatively low
and competition for drivers and other employees is intense. The Company must
continually evaluate, train and upgrade its pool of available drivers to keep
pace with the increasing demands for delivery services. The Company can make no
assurances that qualified driver employees or contractors will continue to be
available in sufficient numbers
5
<PAGE>
and on terms acceptable to it. The Company's inability to attract and retain
qualified driver personnel would have a material adverse impact on its business,
financial condition and results of operations.
THE COMPANY MUST COMPLY WITH VARIOUS GOVERNMENTAL REGULATIONS.
Various local, state and federal regulations require the Company to
obtain and maintain permits and licenses in connection with its operations.
Additionally, some of the Company's operations may involve the delivery of items
subject to more stringent regulation, including hazardous materials, which would
require it to obtain additional permits. The Company's failure to maintain
required permits and licenses, or to comply with applicable regulations, could
result in substantial fines or revocation of permits and licenses it may have to
do business, any of which could have a material adverse effect on the Company's
business, financial condition and results of operations. Further, delays in
obtaining permits or licenses, or the failure to obtain them, could delay or
impede possible acquisitions.
THE COMPANY MAY BE UNABLE TO DEVELOP NEW SERVICES AND PRODUCTS.
The Company believes its long-term success depends in part on its
ability to enhance its existing services and products, particularly those
related to its same-day delivery business, develop new services and address the
increasingly sophisticated needs of its customers. If the Company fails to
develop and introduce enhancement to its services and products on a timely and
cost-effective basis in response to customer needs and changing technologies,
its business, financial condition and results of operations could be materially
and adversely affected.
THE COMPANY FACES INTENSE COMPETITION IN THE MARKET FOR SAME-DAY DELIVERY AND
OTHER DELIVERY SERVICES.
No substantial barriers to entry exist in these markets and the Company
expects that competition will continue to intensify. Competitive pressures could
cause material adverse effects on the Company's business and the trading price
of its stock. Companies which have more experience in the industry and greater
financial and technical resources than the Company dominate the commercial
package shipping market.
The market for point-to-point delivery services is highly competitive,
with a number of companies having multi-state and multi-city operations and more
experience in the industry than the Company does. A number of these competitors
have more experience and name recognition than the Company does. In addition,
several large, publicly traded companies have been attempting to consolidate the
courier industry through acquisitions. The Company competes with these
competitors not only in providing services, but also for acquisition candidates.
Any of the foregoing risks may have a material adverse effect on the Company's
business, financial condition and results of operations.
THE COMPANY DEPENDS ON ITS KEY PERSONNEL.
The Company depends upon the continued services of its senior
management for its success. The loss of a member of the Company's senior
management could have a negative impact on its business, financial condition and
results of operations. The Company cannot assure that it will be able to retain
its senior management or its other key personnel.
THE COMPANY HAS A SUBSTANTIAL INVESTMENT IN EQUIPMENT AND TECHNOLOGY.
As a part of the Company's business strategy, it has invested in
equipment and technology, and it will continue to make substantial investments
in equipment and technology, in order to successfully implement its same-day
delivery consolidation strategy and to successfully maintain its presence in the
same-day delivery industry. The Company believes that this investment will give
it an advantage over its competitors. The Company cannot give any assurance that
this strategy will be successful or that it will be able to recover its
investment in such equipment and technology.
6
<PAGE>
THE COMPANY FACES VARIOUS RISKS ASSOCIATED WITH DEVELOPING ITS INTERNET
TECHNOLOGIES.
The Company is currently in various stages of developing technologies
to be utilized by customers in Internet-related activities and e-commerce
business. Developing and rolling out these technologies will take time and
require capital for research and development, testing, marketing and operations
to launch. There can be no assurances that the Company's Internet technology
will be established successfully.
THE COMPANY'S e-COMMERCE BUSINESS IS EMERGING AND DEPENDENT UPON CONSUMER
TRENDS.
The Company intends to derive a portion of its revenues from
relationships with customers engaged in Internet activities and e-commerce and
fees from strategic alliances. As a result, this source of revenue will depend
to a large extent upon continued demand for the types of goods and services that
its customers and partners offer via the Internet. A decline in the popularity
of, or demand for, certain products or other services sold through the
customer's Internet site could reduce the overall volume of transactions,
resulting in reduced revenues to the Company. In addition, certain consumer
"fads" may temporarily inflate the volume of certain types of products and
services offered through the Internet sites of the Company's customer base,
placing a significant strain upon the capacity of its technologies or the
customers' Internet sites. Any decline in the demand for the goods and services
offered through the Internet sites of the Company's customers as a result of
changes in consumer trends could have a material adverse effect on the Company's
business, results of operations and financial condition.
THE COMPANY WILL BE DEPENDENT ON THE INTERNET INFRASTRUCTURE FOR e-COMMERCE.
The future success of the Company's business will depend upon the
development and maintenance of the Internet infrastructure, as a reliable
network backbone with the necessary speed, data capacity and security, or timely
development of complementary products such as high speed modems, for providing
reliable Internet access and services. Because global commerce and the online
exchange of information is new and evolving, it is difficult to predict with any
assurance whether the Internet will prove to be a viable commercial marketplace
in the long term. The Internet has experienced, and is expected to continue to
experience, significant growth in the number of users and amount of traffic. To
the extent that the Internet continues to experience increased numbers of users,
frequency of use or increased bandwidth requirements of users, there can be no
assurance that the Internet infrastructure will continue to be able to support
the demands placed on it by this continued growth or that the performance or
reliability of the Internet will not be adversely affected. Furthermore,
Internet service providers have experienced a variety of outages and other
delays as a result of damage to portions of its infrastructure, and could face
such outages and delays in the future. These outages and delays could adversely
affect the level of Internet usage and also the level of traffic and the
processing of orders. In addition, the Internet could lose its viability due to
delays in the development or adoption of new standards and protocols to handle
increased levels of activity. In addition, companies that control access to
transactions through network access or Internet browsers could promote the
Company's competitors or charge the Company substantial fees for inclusion. Any
and all of these events could have a material adverse effect on the Company's
business, results of operations and financial condition.
7
