AMERTRANZ WORLDWIDE HOLDING CORP
10-Q, 1997-11-06
ARRANGEMENT OF TRANSPORTATION OF FREIGHT & CARGO
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

             [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                For the Quarterly period ended September 30, 1997

                                       OR
          [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                        Commission file number 001-14474


                        AMERTRANZ WORLDWIDE HOLDING CORP.

             (Exact name of registrant as specified in its charter)

Delaware                                                     11-3309110
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization                                Identification No.)

7001B Cessna Drive, P.O. Box 35329
Greensboro, North Carolina                                   27425
(Address of principal executive offices)                     (Zip Code)

Registrant's telephone number, including area code: (910) 668-7500

        Former Address: 2001 Marcus Avenue, Lake Success, New York 11042

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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

At November 5, 1997, the number of shares outstanding of the registrant's common
stock was 7,981,594



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<PAGE>




                                TABLE OF CONTENTS




Part I - Financial Information                                        Page

         Item 1.  Financial Statements:

                  Consolidated Balance Sheets,
                  September 30, 1997 and June 30, 1997                  3

                  Consolidated Statements of Operations
                  for the Three Months Ended September 30,
                  1997 and 1996                                         4

                  Consolidated Statement of
                  Cash Flows for the Three Months Ended
                  September 30, 1997 and 1996                           5

                  Notes to Unaudited Consolidated Financial
                  Statements                                            7

         Item 2.  Management's Discussion and Analysis of
                  Financial Condition and Results of
                  Operations                                            8


Part II - Other Information


         Item 6.  Exhibits and Reports on Form 8-K                     10
                  





                                        2

<PAGE>



                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

               AMERTRANZ WORLDWIDE HOLDING CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                  September 30, 1997              June 30, 1997
                                                                  ------------------              -------------
                                    ASSETS                            (unaudited)
<S>     <C>    <C>    <C>    <C>    <C>    <C>
CURRENT ASSETS:
Cash and cash equivalents                                             $    799,098                $  1,382,243
Accounts receivable, net of allowance for doubtful
  accounts of $811,127 and $782,607, respectively                       16,031,307                  12,490,694
Prepaid expenses and other current assets                                  472,759                     743,569
                                                                      ------------                ------------
         Total current assets                                           17,303,164                  14,616,506
PROPERTY AND EQUIPMENT, net                                                820,233                     734,900
OTHER ASSETS                                                               172,076                     223,768
GOODWILL, net of accumulated amortization of
  $858,180 and $709,091, respectively                                   14,096,843                  14,245,932
                                                                      ------------                ------------
         Total assets                                                 $ 32,392,316                $ 29,821,106
                                                                      ============                ============

         LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable                                                       $ 9,151,342                 $ 8,131,715
Accrued expenses                                                         2,767,447                   2,364,219
Accrued transportation expenses                                          4,320,780                   3,303,366
Reserve for restructuring                                                2,136,750                   2,681,956
Note payable to bank                                                     6,825,397                   6,467,558
Note payable to affiliate                                                  500,754                     500,754
Current portion of long-term debt due to affiliate                       3,781,855                   3,633,273
Current portion of long-term debt                                           50,000                      50,000
Dividends payable                                                           54,000                      12,875
Lease obligation-current portion                                            12,063                      12,063
                                                                       -----------                 -----------
         Total current liabilities                                      29,600,388                  27,157,779
LONG-TERM DEBT DUE TO AFFILIATE                                          4,000,000                   4,000,000
LONG TERM DEBT                                                              75,000                      87,500
LEASE OBLIGATION--LONG-TERM                                                  6,251                       6,251
                                                                       -----------                 -----------
         Total liabilities                                             $33,681,639                 $31,251,530
                                                                       -----------                 -----------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT):
Preferred Stock, $10 par value; 2,500,000 shares authorized,
 387,750 and 498,000 shares issued and outstanding respectively          3,877,500                   4,980,000
Common stock, $.01 par value; 15,000,000 shares authorized,
 7,962,397 and 6,826,504 shares issued and outstanding,
  respectively                                                              79,624                      68,265
Paid-in capital                                                         22,028,490                  20,972,256
Accumulated deficit                                                    (27,263,687)                (27,439,695)
Less:  Treasury stock, 106,304 shares held at cost                         (11,250)                    (11,250)
                                                                       -----------                 -----------
         Total stockholders' equity (deficit)                           (1,289,323)                 (1,430,424)
                                                                       -----------                 -----------
         Total liabilities and stockholders' equity (deficit)          $32,392,316                 $29,821,106
                                                                       ===========                 ===========
</TABLE>

               The accompanying notes are an integral part of this
                          consolidated balance sheet.

                                        3

<PAGE>



               AMERTRANZ WORLDWIDE HOLDING CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF OPERATIONS
                                   (unaudited)


<TABLE>
<CAPTION>
                                                  Three Months Ended September 30,
                                                     1997                  1996
                                                     ----                  ----

<S>                                               <C>                   <C>        
Operating revenue                                 $24,718,652           $15,267,768
Cost of transportation                             18,976,183            11,571,685
                                                  -----------           -----------

    Gross profit                                    5,742,469             3,696,083

   Selling, general and
   administrative expenses                          5,111,904             4,811,260

Operating income (loss)                               630,565            (1,115,177)
   Interest (expense)                                (364,369)             (436,410)
   Other (expense) income, net                         (1,191)               54,368
                                                  -----------           -----------

Income (loss) before income taxes                     265,005            (1,497,219)
    Provision for income taxes                         35,000                     0
                                                  -----------           -----------

Net income (loss)                                 $   230,005           $(1,497,219)
                                                  ===========           ===========

Net income (loss) per share:
  Primary                                         $      0.03           $     (0.26)
                                                  ===========           ===========
  Fully Diluted(1)                                $      0.01                -
                                                  ===========           ===========

Weighted average shares
outstanding:
  Primary                                           6,944,443             5,851,504
                                                  ===========           ============
  Fully Diluted(1)                                 11,878,662                -
                                                  ===========           ============





<FN>
(1)  Fully diluted loss per share in 1996 was anti-dilutive.
</FN>
</TABLE>
















               The accompanying notes are an integral part of this
                            consolidated statement.

                                        4

<PAGE>



               AMERTRANZ WORLDWIDE HOLDING CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (unaudited)


<TABLE>
<CAPTION>
                                                                               Three Months Ended September 30,
                                                                                    1997               1996
                                                                                    ----               ----
<S>     <C>    <C>    <C>    <C>    <C>    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                                              $    230,008       $(1,497,219)
Bad debt expense                                                                     28,520           (13,780)
Depreciation and amortization                                                       229,549           184,671
Decrease in debt issuance costs                                                           -           103,466
Adjustments to reconcile net income to net cash used in operating activities-
   Increase in accounts receivable                                               (3,569,133)         (229,133)
   Decrease (increase) in prepaid expenses and other current assets                 270,810          (140,429)
   Decrease in other assets                                                          51,692            74,251
   Increase (decrease) in accounts payable and accrued expenses                   1,882,188        (1,277,137)
                                                                               ------------       -----------
         Net cash used in operating activities                                     (876,366)       (2,795,310)
                                                                               ------------       -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment                                                (165,793)         (218,177)
                                                                               ------------       -----------
         Net cash used in investing activities                                     (165,793)         (218,177)
                                                                               ------------       -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from initial public offering - net of costs                                      -        12,304,696
Issuance of common stock                                                                  -            23,000
Additional costs relating to the Private Placement                                  (34,907)                -
Net borrowings from note payable to bank                                            357,839            79,403
Proceeds (repayment) of short-term debt                                             148,582        (4,658,330)
Repayment of long-term debt                                                         (12,500)       (1,546,441)
Proceeds from revolving loan due to affiliate                                             -            88,854
Payment of lease obligations                                                              -            (5,056)
                                                                               ------------       -----------
         Net cash provided by financing activities:                                 459,014         6,286,126
                                                                               ------------       -----------

         Net (decrease) increase in cash and cash equivalents                      (583,145)        3,272,639

CASH AND CASH EQUIVALENTS, beginning of the period                                1,382,243           377,490
                                                                               ------------       -----------

CASH AND CASH EQUIVALENTS, end of the period                                        799,098         3,650,129
                                                                               ============       ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash payments for:
Interest                                                                            213,005            60,965
Income taxes                                                                          9,604             8,263
</TABLE>











               The accompanying notes are an integral part of this
                            consolidated statement.

                                        5

<PAGE>



               AMERTRANZ WORLDWIDE HOLDING CORP. AND SUBSIDIARIES
                CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
                                   (Unaudited)


SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTMENT AND FINANCING ACTIVITIES:


<TABLE>
<CAPTION>
                                                                              Three Months Ended September 30,
                                                                                     1997              1996
                                                                                     ----              ----

<S>                     <C>                                                       <C>                   
TIA, Inc. conversion of 110,250 Class A Preferred Shares                          ($1,102,500)           -
Issuance of Common Stock for TIA, Inc. conversion of
   110,250 Class A Preferred Shares                                                $   11,025            -
Issuance of Common Stock for Stock Options exercised                               $      334            -
Issuance of Preferred Stock as partial repayment of long-term debt                     -            $2,000,000
</TABLE>






































               The accompanying notes are an integral part of this
                            consolidated statement.

                                        6

<PAGE>


               AMERTRANZ WORLDWIDE HOLDING CORP. AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS




Note 1 - Notes to Unaudited Consolidated Financial Statements

The accompanying  unaudited consolidated financial statements have been prepared
in accordance with the  instructions for Form 10-Q and Regulation S-X related to
interim  period  financial  statements  and,  therefore,   do  not  include  all
information and footnotes required by generally accepted accounting  principles.
However,  in the opinion of management,  all  adjustments  (consisting of normal
recurring adjustments and accruals) considered necessary for a fair presentation
of the  consolidated  financial  position of the Company and its subsidiaries at
September 30, 1997 and their  consolidated  results of operations and cash flows
for the quarter  ended  September  30, 1997 have been  included.  The results of
operations for the interim periods are not necessarily indicative of the results
that may be expected for the entire year. Reference should be made to the annual
financial  statements,  including  footnotes thereto,  included in the Amertranz
Worldwide  Holding Corp.  (the  "Company" or  "Holding")  Form 10-K for the year
ended June 30, 1997.

Note 2 - Earnings Per Share

Earnings  per share is  computed  using the  weighted  average  number of common
shares outstanding and, where applicable, common equivalent shares issuable upon
exercise of stock  options and  warrants  redeemable  under the  treasury  stock
method to the extent that they are dilutive.  Any  dividends on preferred  stock
accrued by the Company have been accounted for in the computation.

In 1997, the Financial Accounting Standards Board issued SFAS No. 128, "Earnings
Per Share".  This statement  establishes  standards for computing and presenting
earnings per share ("EPS"),  replacing the  presentation  of currently  required
Primary EPS with a presentation  of Basic EPS. For entities with complex capital
structures,  the  statement  requires  dual  presentation  of both Basic EPS and
Diluted EPS on the face of the statement of operations. Under this new standard,
Basic EPS is computed based on the weighted  average  number of shares  actually
outstanding  during the year.  Diluted  EPS  includes  the  effect of  potential
dilution from the exercise of  outstanding  dilutive  stock options and warrants
into common stock using the treasury stock method. SFAS No. 128 is effective for
financial  statements  issued for periods  ending after  December 15, 1997,  and
earlier  application  is not  permitted.  The  Company  does not expect that the
adoption of this statement will have a material effect on EPS.


                                        7

<PAGE>



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

This Quarterly Report on Form 10-Q contains certain  forward-looking  statements
reflecting the Company's  current  expectations  with respect to its operations,
performance,  financial condition,  and other developments.  Such statements are
necessarily estimates reflecting the Company's best judgement based upon current
information  and  involve  a number  of  risks  and  uncertainties.  While it is
impossible  to identify  all such  factors,  factors  which  could cause  actual
results to differ materially from  expectations are: (i) the Company's  historic
losses and ability to maintain recent profitability,  (ii) competitive practices
in the industries in which the Company competes,  (iii) the Company's dependence
on  current  management,  (iv)  the  impact  of  current  and  future  laws  and
governmental  regulations  affecting the transportation  industry in general and
the Company's  operations in particular,  (v) general economic  conditions,  and
(vi) other factors  which may be  identified  from time to time in the Company's
Securities and Exchange Commission filings and other public announcements. There
can be no assurance that these and other factors will not affect the accuracy of
such forward-looking  statements.  Forward-looking statements are preceded by an
asterisk (*).

Results of Operations

The  following  discussion  relates to the combined  results of operation of the
Company for the three month  period July 1, 1997  through  September  30,  1997,
compared to results of operation  for the period July 1, 1996 through  September
30, 1996.

Three Months ended September 30, 1997 and 1996

         Operating Revenue. Operating revenue increased to $24.7 million for the
three months ended  September  30, 1997 from $15.3  million for the three months
ended  September 30, 1996, a 61.9%  increase.  Of this increase,  39.3% resulted
from growth in the Company's Caribbean Air Services, Inc. ("CAS") subsidiary and
the balance was due to the operations of the Company's Target Airfreight, Inc.
("Target") subsidiary which the Company acquired in May 1997.

         Cost of  Transportation.  Cost of transportation was 76.8% of operating
revenue for the three months ended  September  30, 1997,  and 75.8% of operating
revenue for the three months ended  September  30, 1996 This  increase is almost
entirely from the Company's Target subsidiary's international freight forwarding
services,  which  historically  reflects a higher  cost of  transportation  as a
percentage of sales.

         Gross  Profit.  As a result of the  factor  described  in the  previous
paragraph,  gross profit for the three months ended September 30, 1997 decreased
to 23.2% of  operating  revenue  from 24.2% of  operating  revenue for the three
months ended September 30, 1996.

         Selling,  General and  Administrative  Expenses.  Selling,  general and
administrative  expenses  were 20.7% of  operating  revenue for the three months
ended  September 30, 1997,  and 31.5% of operating  revenue for the three months
ended  September 30, 1996. This decrease was primarily due to (i) the closing of
the Company's Amertranz Worldwide,  Inc.  ("Amertranz")  subsidiary prior to the
beginning  of the  September  30,  1997  fiscal  quarter  (while  the  Amertranz
subsidiary was included for the period July 1, 1996 through September 30, 1996);
and (ii) the historically lower selling,  general and administrative expenses as
a percentage of sales of the Company's Target subsidiary (acquired in May 1997),
and the  inclusion of those  results in the  Company's  consolidated  results of
operations for the September 30, 1997 fiscal quarter.

Liquidity and Capital Resources

During the three months  ended  September  30, 1997,  net cash used by operating
activities was $876,000.  Cash used in investing activities was $166,000,  which
primarily consisted of capital expenditures. Cash

                                        8

<PAGE>



provided by financing activities was $459,000,  which primarily consisted of net
borrowings under the BNY Facility.

Capital  expenditures  for the  three  months  ended  September  30,  1997  were
approximately $166,000.

* Working Capital  Requirements.  Cash needs of the Company are currently met by
funds generated from operations and the Company's accounts receivable  financing
facility. As of September 30, 1997, the Company had $1.4 million available under
its accounts  receivable  financing  facility,  and approximately  $799,000 from
operations.  The Company believes that its current  financial  resources will be
sufficient  to  finance  its  operations  and  obligations  for the short  term.
However, the Company's actual working capital needs for the long and short terms
will depend upon numerous factors,  including the Company's  operating  results,
the cost of increasing the Company's sales and marketing activities,  changes in
law which affect doing business in Puerto Rico, and  competition,  none of which
can be predicted with  certainty.  To the extent the Company's long term working
capital  needs are not met from  these  sources,  additional  financing  will be
necessary.

*  Management's   Plans.   During  prior  fiscal  years,  the  Company  incurred
significant losses, primarily attributed to the Company's Amertranz subsidiary's
operations.  The Company closed the Amertranz subsidiary prior to the end of its
June 30, 1997 fiscal year. As part of the closing of the  Amertranz  subsidiary,
the  Amertranz  subsidiary's  business was combined  with the  Company's  Target
subsidiary. To date, management believes that Target has successfully integrated
many of the customers of the Amertranz subsidiary into Target's operations.  The
Company anticipates that the closing of the Amertranz subsidiary while retaining
many of its customers will have the effect of containing the significant  losses
which the Company has incurred during the previous fiscal years.

Approximately   $3.9  million  of  the  Company's  accounts  payable  represents
unsecured trade payables of the Company's closed Amertranz subsidiary.  In order
to preserve  the  goodwill of these trade  creditors,  the Company is  currently
negotiating  with these trade  creditors to satisfy the  Amertranz  subsidiary's
obligations  over a period  of time,  primarily  based  on a  percentage  of the
Company's future profits.

In  addition,  $4.3  million  of the  Company's  current  liabilities  represent
obligations  which, by their terms, are subordinated to the Company's  revolving
credit  obligations to its accounts  receivable  financing lender.  Accordingly,
repayment  of this $4.3  million  will only be made  from the  Company's  future
profits.

Results of the Company's  operations for the fiscal quarter ended  September 30,
1997  indicate  that:  (i) the closing of the  Amertranz  subsidiary is having a
significant positive impact on operating results;  (ii) management believes that
many  customers of the  Amertranz  subsidiary  have been  retained and are being
successfully integrated into the operations of the Target subsidiary;  and (iii)
the operations of the Company's CAS subsidiary continue to be profitable.  There
can be no assurance that management's plans outlined above to stem the Company's
losses and  return to  profitability  will be  successful.  However,  management
believes  that it will  successfully  conclude its  negotiations  with the trade
creditors  of the  Amertranz  subsidiary  and that there  will be a  significant
positive impact on the Company's  consolidated  operating results and cash flows
as a result of the closing of the Amertranz  subsidiary and the consolidation of
the Amertranz customer base into Target to sustain the Company's  operations for
the fiscal year ending June 30, 1998.

                                        9

<PAGE>



                           PART II - OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits:

Exhibit No.

3.1        Certificate of Incorporation of Registrant,  as amended (incorporated
           by  reference  to  Exhibit  3.1  to  the  Registrant's   Registration
           Statement on Form S-3, Registration No. 333-30351)
3.2        By-Laws of  Registrant,  as amended  (incorporated  by  reference  to
           Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q for the
           Quarter Ended December 31, 1996, File No. 001-14474)
4.1        Warrant Agent Agreement  (incorporated by reference to Exhibit 4.3 to
           the Registrant's Registration Statement on Form S-1, Registration No.
           333-03613)
4.2        Form of Amendment  No. 1 to Warrant  Agent  Agreement  dated June 13,
           1997  (incorporated  by reference to Exhibit 4.7 to the  Registrant's
           Registration Statement on Form S-1, Registration No. 333-30351)
4.3        Agreement of Merger,  dated as of April 17, 1997,  by and between the
           Registrant,  Target International  Services,  Inc. (name subsequently
           changed to Target Airfreight,  Inc.),  Target Air Freight,  Inc., and
           Christopher A. Coppersmith  (incorporated by reference to Exhibit 4.4
           to the Registrant's  Registration Statement on Form S-3, Registration
           No. 333-30351)
4.4        Agency  Agreement,  dated May 8, 1997, by and between the  Registrant
           and GKN Securities  Corp. with respect to the  Registrant's  June 13,
           1997 Private  Placement  (incorporated by reference to Exhibit 4.5 to
           the Registrant's Registration Statement on Form S-3, Registration No.
           333-30351)
4.5        Form of Subscription Agreement,  dated June 13, 1997, with respect to
           the  Registrant's  June 13, 1997 Private  Placement  (incorporated by
           reference to Exhibit 4.6 to the Registrant's  Registration  Statement
           on Form S-3, Registration No. 333-30351)
4.6        Certificate of Designations with respect to the Registrant's  Class A
           Preferred Stock (contained in Exhibit 3.1)
4.7        Certificate of Designations with respect to the Registrant's  Class B
           Preferred Stock (contained in Exhibit 3.1)
4.8        Certificate of Designations with respect to the Registrant's  Class C
           Preferred Stock (contained in Exhibit 3.1)
4.9        Form of Underwriter's  Purchase Option  (incorporated by reference to
           Exhibit 4.4 to the Registrant's  Registration  Statement on Form S-1,
           Registration No. 333-03613)
10.1       1996 Stock Option Plan  (incorporated by reference to Exhibit 10.1 to
           the Registrant's Registration Statement on Form S-1, Registration No.
           333-03613)
10.2       Accounts Receivable Management and Security Agreement,  dated January
           16, 1997 by and between BNY Financial Corp., as Lender, and Amertranz
           Worldwide,  Inc., Caribbean Air Services,  Inc., and Consolidated Air
           Services,  Inc., as Borrowers,  and guaranteed by Amertranz Worldwide
           Holding Corp. ("BNY Facility  Agreement")  (incorporated by reference
           to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for
           the Quarter Ended March 31, 1997, File No. 001-14474)
10.3       Letter  Amendment  to BNY  Facility  Agreement,  dated April 16, 1997
           ("BNY Letter  Amendment")  (incorporated by reference to Exhibit 10.2
           to the  Registrant's  Quarterly  Report on Form 10-Q for the  Quarter
           Ended March 31, 1997, File No. 001-14474)
10.4       Shadow  Warrant  entered  into in  connection  with  the  BNY  Letter
           Amendment   (incorporated   by  reference  to  Exhibit  10.3  to  the
           Registrant's  Quarterly  Report  on Form 10-Q for the  Quarter  Ended
           March 31, 1997, File No. 001-14474)
10.5       Letter Amendment to BNY Facility Agreement,  dated September 25, 1997
           (incorporated by reference to Exhibit 10.5 to the Registrant's Annual
           Report on Form 10-K for the Fiscal year Ended June 30, 1997, File No.
           001-14474)
10.6       Loan and Security  Agreement dated October 25,1995 between  Amertranz
           Worldwide, Inc.

                                       10

<PAGE>



           and TIA, Inc., as amended January 24, 1996 (incorporated by reference
           to Exhibit 10.5 to the  Registrant's  Registration  Statement on Form
           S-1, Registration No. 333-03613)
10.7       Form of Amended and Restated Promissory Note of Amertranz  Worldwide,
           Inc.   payable  to  TIA,   Inc.  in  principal   amount  of  $800,000
           (incorporated  by  reference  to  Exhibit  10.6  to the  Registrant's
           Registration Statement on Form S-1, Registration No. 333-03613)
10.8       Revolving Credit  Promissory Note dated February 7, 1996 of Caribbean
           Air Services, Inc. payable to TIA, Inc. and Caribbean Freight System,
           Inc. in the principal amount of $4,000,000 (incorporated by reference
           to Exhibit 10.9 to the  Registrant's  Registration  Statement on Form
           S-1, Registration No. 333-03613)
10.9       Promissory Note dated February 7, 1996 of Amertranz Worldwide Holding
           Corp. payable to TIA, Inc. and Caribbean Freight System,  Inc. in the
           principal amount of $10,000,000 (incorporated by reference to Exhibit
           10.10  to  the  Registrant's  Registration  Statement  on  Form  S-1,
           Registration No. 333-03613)
10.10      Employment  Agreement dated June 24, 1996 between Amertranz Worldwide
           Holding  Corp.  and Stuart  Hettleman  (incorporated  by reference to
           Exhibit 10.13 to the Registrant's  Annual Report on Form 10-K for the
           Fiscal Year Ended June 30, 1996, File No. 001- 14474)
10.11      Employment  Agreement dated June 24, 1996 between Amertranz Worldwide
           Holding  Corp.  and Richard A. Faieta  (incorporated  by reference to
           Exhibit 10.14 to the Registrant's  Annual Report on Form 10-K for the
           Fiscal Year Ended June 30, 1996, File No. 001- 14474)
10.12      Consulting Agreement dated February 7, 1996 among Amertranz Worldwide
           Holding  Corp.,  Amertranz  Worldwide,  Inc.  and  Martin  Hoffenberg
           (incorporated  by  reference  to  Exhibit  10.11 to the  Registrant's
           Registration Statement on Form S-1, Registration No. 333-03613)
10.13      Employment  Agreement  dated  September  27,  1994  between  Amerford
           Domestic,  Inc.  and  Bruce  Brandi,  as  modified  February  7, 1996
           (incorporated  by  reference  to  Exhibit  10.12 to the  Registrant's
           Registration Statement on Form S-1, Registration No. 333-03613)
10.14      Cargo Aircraft Charter Agreement dated February 28, 1994 between TIA,
           Inc.  and  Florida  West  Airlines,  Inc.,  as amended  and  assigned
           November 29, 1995  (incorporated by reference to Exhibit 10.15 to the
           Registrant's  Registration  Statement on Form S-1,  Registration  No.
           333-03613)
10.15      Lease  Agreement  dated March 31, 1994  between  The  Equitable  Life
           Assurance Society of the U.S. and Integrity  Logistics,  Inc. for the
           premises at 2001 Marcus Avenue, Lake Success,  New York (incorporated
           by  reference  to  Exhibit  10.16  to the  Registrant's  Registration
           Statement on Form S-1, Registration No. 333-03613)
10.16      Lease Agreement dated August 7, 1990 between S Partners and Caribbean
           Freight  System,   Inc.  for  the  premises  at  7001  Cessna  Drive,
           Greensboro,  North  Carolina,  as amended and extended  April 9, 1994
           (incorporated  by  reference  to  Exhibit  10.17 to the  Registrant's
           Registration Statement on Form S-1, Registration No. 333-03613)
10.17      Lease Agreement for Los Angeles  Facility  (incorporated by reference
           to Exhibit 10.17 to the  Registrant's  Annual Report on Form 10-K for
           the Fiscal year Ended June 30, 1997, File No. 001-14474)
27         Financial Data Schedule

(b)      Reports on Form 8-K:

           None


                                       11

<PAGE>


                                   SIGNATURES

Pursuant  to the  requirements  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.

Dated: November 6, 1997                 AMERTRANZ WORLDWIDE HOLDING CORP.
                                                    Registrant


                                            /s/  Stuart Hettleman
                                        ----------------------------------------
                                        President, Chief Executive Officer



                                            /s/  Philip J. Dubato
                                        ----------------------------------------
                                        Vice President, Chief Financial Officer




C71274.198

                                       12

<PAGE>


<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     This schedule  contains summary  financial  information  extracted from the
financial  statements  as of and for the period ended  September 30, 1997 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK>                         0001009480
<NAME>                        AMERTRANZ WORLDWIDE HOLDING CORP.
<MULTIPLIER>                                   1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              JUN-30-1998
<PERIOD-START>                                 JUL-01-1997
<PERIOD-END>                                   SEP-30-1997
<CASH>                                            799
<SECURITIES>                                        0
<RECEIVABLES>                                  16,842
<ALLOWANCES>                                      811
<INVENTORY>                                         0
<CURRENT-ASSETS>                               17,303
<PP&E>                                          1,576
<DEPRECIATION>                                    756
<TOTAL-ASSETS>                                 32,392
<CURRENT-LIABILITIES>                          29,600
<BONDS>                                             0
                               0
                                     3,878
<COMMON>                                           80
<OTHER-SE>                                     (5,246)
<TOTAL-LIABILITY-AND-EQUITY>                   32,392
<SALES>                                        24,719
<TOTAL-REVENUES>                               24,719
<CGS>                                          18,976
<TOTAL-COSTS>                                  18,976
<OTHER-EXPENSES>                                5,112
<LOSS-PROVISION>                                    0
<INTEREST-EXPENSE>                                364
<INCOME-PRETAX>                                   265
<INCOME-TAX>                                       35
<INCOME-CONTINUING>                               230
<DISCONTINUED>                                      0
<EXTRAORDINARY>                                     0
<CHANGES>                                           0
<NET-INCOME>                                      230
<EPS-PRIMARY>                                    0.03
<EPS-DILUTED>                                    0.01
        


</TABLE>


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