<PAGE>
FORM 10-Q/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE PERIOD ENDED MARCH 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-27604
PICK Communications Corp.
(Exact name of the registrant as specified in its charter)
NEVADA 75-2107261
(State or other jurisdiction of (I.R.S. employer
Incorporation or Organization) identification no.)
155 Route 46, West, Third Floor
Wayne Interchange Plaza II
Wayne, NJ 07470
(Address of principal executive offices) (Zip code)
Registrant's Telephone number, including area code: (973) 812-7425
Indicate by check mark whether the registrant (1) has filed reports to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for 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
-----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at May 15, 1997
Common Stock, $.001 Par Value 35,867,016
(See Index to Sections of this Document on Page 2)
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PICK Communications Corp.
Table of Contents
Page No.
PART I Financial Information
Item 1: Financial Statements 3
Consolidated Balance Sheets 4
Consolidated Statements of Operations 5
Consolidated Statements of Stockholders' Equity 6
Consolidated Statements of Cash Flows 7
Notes to the Consolidated Financial Statements 9
Item 2: Management's Discussion and Analysis of Financial
Condition and Results of Operations 17
PART II Other Information:
Item 1 Legal Proceedings 20
Item 2 Changes in Securities 20
Item 3 Defaults Upon Senior Securities 20
Item 4 Submission of Matters to a Vote of Security Holders 20
Item 5 Other Information 21
Item 6 Exhibits and Reports on Form 8-K 21
SIGNATURES 22
2
<PAGE>
PART I Financial Information
Item 1 - Financial Statements:
Financial Information
The consolidated financial statements for the three months ended March 31, 1997
and March 31, 1996 are derived from the consolidation of the PICK Communications
Corp, (the "Company" or "PCC") Public Info/Comm Kiosk, Inc., ("PICK"), P.C.T.
Prepaid Telephone, Inc. ("PCT") and PICKNET, Inc. (PICKNET).
3
<PAGE>
PICK Communications Corp.
Consolidated Balance Sheets
<TABLE>
<CAPTION>
December 31, March 31,
1996 1997 (*)
------------- -----------
(Unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash $ 87,712 $ 116,781
Accounts receivable, net 778,180 1,442,037
Prepaid telephone card inventory 23,914 13,868
Prepaid advertising 2,458,155 0
Prepaid expenses and other current assets 82,252 74,377
----------- -----------
Total current assets 3,430,213 1,647,063
----------- -----------
Furniture and equipment, net 90,571 87,924
----------- -----------
OTHER ASSETS:
Prepaid cellular patent and rights, net 583,705 534,425
Investment in marketable equity securities 4,812,660 85,910
----------- -----------
Total other assets 5,396,365 620,335
----------- -----------
Total assets $ 8,917,149 $ 2,355,322
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Short term debt $ 750,000 $ 750,000
Accounts payable 1,072,052 2,196,090
Deferred revenue - prepaid calling cards 1,667,388 1,448,407
Reserve for contingent liability 1,749,563 1,749,563
Advances from stockholder 25,152 0
Accrued compensation due stockholders 145,448 56,349
Other current liabilities 1,172,826 1,460,396
----------- -----------
Total current liabilities 6,582,429 7,660,805
----------- -----------
Minority interest in consolidated subsidiary 1,465,141 114,099
STOCKHOLDERS' EQUITY (DEFICIT):
Common stock, $0.002 par value at December 31, 1996, $0.001 par value at
March 31, 1997; authorized 75,000,000 shares; 43,697,516 issued and
43,217,516 outstanding at December 31, 1996; 43,097,516
issued and 35,832,016 outstanding at March 31, 1997 87,395 43,098
Additional paid in capital in excess of par 6,399,720 5,844,017
Stock subscription receivable (600,000) 0
Treasury stock (602,089) (3,072,222)
Unrealized gain (loss) on marketable equity securities (3,904,965) (97,090)
Retained earnings (deficit) (510,482) (8,137,385)
----------- -----------
Total stockholders' equity (deficit) 869,579 (5,419,582)
----------- -----------
Total liabilities and stockholders' equity (deficit) $ 8,917,149 $ 2,355,322
=========== ===========
</TABLE>
(*) Amounts have been restated for certain items as more fully described in
Note 2 - Restatement of Financial Information.
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
PICK Communications Corp.
Consolidated Statements of Operations
Three Months Ended March 31,
(UNAUDITED)
<TABLE>
<CAPTION>
1996 1997 (*)
------------ ------------
<S> <C> <C>
REVENUES:
Sales of long distance services $ 1,837 $ 2,150,519
Sales of prepaid calling cards 510,829 287,713
------------ ------------
Total revenues 512,666 2,438,232
------------ ------------
COST OF SALES:
Cost of sales 598,662 2,416,909
------------ ------------
Gross profit (loss) (85,996) 21,323
OPERATING EXPENSES:
Sales and marketing 56,383 1,554
General and administrative 502,126 381,527
Depreciation 8,026 6,298
Amortization 35,625 35,575
Bad debt expense 5,193 26,292
------------ ------------
Total operating expenses 607,353 451,246
------------ ------------
Loss from operations (693,349) (429,923)
------------ ------------
OTHER INCOME (EXPENSE):
Interest expense (10,330) (13,944)
License fees 3,600,000 0
Net gains (losses) on marketable equity securities 4,784,000 (9,399,079)
------------ ------------
Total other income (expense) 8,373,670 (9,413,023)
------------ ------------
Income (loss) before minority interest in subsidiary
loss and income taxes 7,680,321 (9,842,946)
Benefit (provision) for income taxes (2,154,000) 1,808,000
Minority interest in subsidiary loss 6,654 408,043
------------ ------------
Net (loss) $ 5,532,975 $ (7,626,903)
============ ============
Net income (loss) per common share - basic $ 0.13 $ (0.19)
============ ============
Weighted average shares outstanding - basic 42,755,713 39,884,372
============ ============
</TABLE>
(*) Amounts have been restated for certain items as more fully described in
Note 2 - Restatement of Financial Information.
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
PICK Communications Corp.
Consolidated Statements of Stockholders' Equity
(UNAUDITED)
<TABLE>
<CAPTION>
Unrealized
Additional Stock Gain (Loss) on Total
Common Paid in Subscription Treasury Marketable Retained Stockholders'
Stock Capital Receivable Stock Securities (Deficit) Equity
------ ---------- ---------- -------- --------------- --------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance,
December 31, 1996 87,395 6,399,720 (600,000) (602,089) (3,904,965) (510,482) 869,579
Transactions A) (43,697) 43,697 0 0 0 0 0
B) (600) (599,400) 600,000 0 0 0 0
C) (*) 0 0 0 (2,470,133) 0 0 (2,470,133)
Valuation reserve (*) 0 0 0 0 3,807,875 0 3,807,875
Net (loss) (*) 0 0 0 0 0 (7,626,903) (7,626,903)
-------- ---------- -------- ----------- ---------- ------------ -----------
Balance,
March 31, 1997 (*) $ 43,098 $5,844,017 $ 0 $(3,072,222) $ (97,090) $ (8,137,385) $(5,419,582)
======== ========== ======== =========== ========== ============ ===========
</TABLE>
A) Reduction in par value from $0.002 to $0.001 per share.
B) Cancellation of 600,000 shares subscribed. Shares outstanding: 42,617,516.
C) Reacquisition of shares: 750,000 shares in return for unused prepaid
advertising with a book value of $2,038,155; 35,500 shares in return for
$11,978 cash and 6,000,000 shares in return for shares of Firenze, Ltd. and
Ultimistics, Inc. Shares outstanding: 35,832,016.
(*) Amounts have been restated for certain items as more fully described in
Note 2 - Restatement of Financial Information.
The accompanying notes are an integral part of these financial statements.
6
<PAGE>
PICK Communications Corp.
Consolidated Statements of Cash Flows
Three Months Ended 31,
(UNAUDITED)
<TABLE>
<CAPTION>
1996 1997(*)
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 5,532,975 $(7,626,903)
Adjustments to reconcile net income (loss) to cash provide by
(used in) operating activities:
Non-cash loss (gain) on marketable securities (4,784,000) 9,399,079
Non-cash income - license fees (3,600,000) 0
Stock issued for services 29,500 0
Depreciation and amortization 43,651 41,873
Minority interest in subsidiary loss (6,654) (408,043)
Bad debt expense 5,193 26,292
Provision (benefit) for deferred income taxes 1,808,000 (1,808,000)
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable (184,571) (679,548)
Decrease (increase) in prepaid telephone card inventory (15,774) 10,046
Decrease (increase) in other operating assets (38,417) 7,875
Increase (decrease) in accounts payable 434,084 1,124,038
Increase (decrease) in deferred revenue 72,245 (218,981)
Increase (decrease) in other operating liabilities 188,997 198,471
----------- -----------
Net cash provided by (used in) operating activities (514,771) 66,199
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets (3,105) 0
----------- -----------
Net cash (used in) investing activities (3,105) 0
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Common stock issued for cash 125,000 0
Common stock issued for cash by subsidiary 135,000 0
Acquisition of treasury stock for cash 0 (11,978)
Payments received on stock subscriptions receivable 150,000 0
Payments on third-party debt (25,000) 0
Funds advanced by stockholder 50,000 0
Payments of stockholder advances 0 (25,152)
----------- -----------
Net cash provided by (used in) financing activities 435,000 (37,130)
----------- -----------
Net increase (decrease) in cash (82,876) 29,069
CASH, beginning of period 110,715 87,712
----------- -----------
CASH, end of period $ 27,839 $ 116,781
=========== ===========
</TABLE>
(*) Amounts have been restated for certain items as more fully described in
Note 2 - Restatement of Financial Information.
The accompanying notes are an integral part of these financial statements.
7
<PAGE>
PICK Communications Corp.
Consolidated Statements of Cash Flows (Continued)
Three Months Ended March 31,
(UNAUDITED)
<TABLE>
<CAPTION>
1996 1997(*)
---------- ----------
<S> <C> <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid during the period $ 0 $ 6,095
========== ==========
Non-cash financing activities:
Book value of marketable equity securities exchanged for
common stock of the Company and its subsidiary 0 6,390,625
========== ==========
Book value of marketable equity securities exchanged for other
marketable equity securities 0 4,085,000
========== ==========
Prepaid advertising exchanged for common stock of
the Company and its subsidiary 0 2,458,155
========== ==========
Stock issued for investment in marketable equity securities 2,075,000 0
========== ==========
Stock issued for subscriptions receivable 125,000 0
========== ==========
Stock issued to acquire prepaid advertising 2,700,000 0
========== ==========
</TABLE>
(*) Amounts have been restated for certain items as more fully described in
Note 2 - Restatement of Financial Information.
The accompanying notes are an integral part of these financial statements.
8
<PAGE>
PICK Communications Corp.
Notes to Consolidated Financial Statements
(UNAUDITED)
(1) Summary of Significant Accounting Principles
Organization
PICK Communications Corp., (the "Company") was incorporated in the State of Utah
on April 30, 1984, as S.T.V., Inc., changing its name to Adolphus Companies,
Inc., in February 1986, and then to Prime International Products, Inc., in May
1988 and to PICK Communications Corp. in December 1995. In December 1987, the
Company acquired American Italian Food Processing Co., Inc. in a stock for stock
exchange. All operations ceased in 1990. On September 12, 1995, the Company
acquired Public Info/Comm Kiosk, Inc. (PICK) in a stock for stock exchange and
conducts business from its headquarters in Wayne, NJ. PICK was incorporated in
the state of New Jersey on August 6, 1992. It was inactive until January 1993,
when the founder began funding the operations. PICK operated in 1993, as an
agent for the sale of long distance services. In 1994 the founder investigated
the prepaid telephone card industry and discovered a potential niche market. In
August 1994, PICK began selling its own brand of prepaid calling card. PICK's
target market is primarily Hispanics located in New York, New Jersey, South
Florida, California and Texas.
The financial statements have been prepared in conformity with generally
accepted accounting principles. In preparing the financial statements,
management is required to make estimates and assumptions that affect the
reported amounts of assets and liabilities as of the dates of the statements of
financial condition and revenues and expenses for the years then ended. The
financial statements for the three months ended March 31, 1996 and 1997 include
all adjustments which in the opinion of management are necessary for fair
presentation. The following summarize the more significant accounting and
reporting policies and practices of the Company:
Basis of Presentation
The financial statements reflect the financial position and results of
operations of PICK, Inc., prior to the acquisition by the Company, and on a
consolidated basis subsequent to the acquisition. The acquisition has been
accounted for as a recapitalization of PICK, Inc.
License fees reported in the first quarter of 1996 have been reclassified from
operating revenues to other income in the accompanying statements of operations.
Basis of Consolidation
The consolidated financial statements include the accounts of the Company and
its subsidiaries. Minority interest represents minority shareholders'
proportionate share of the equity and earnings/loss of PCT Prepaid Telephone,
Inc. In addition, intercompany transactions have been eliminated.
Revenue Recognition
For debit cards sales, the Company recognizes revenues at the time it provides
the telephone services associated with its cards. It defers revenue until then,
based on customer patterns of usage, and recognizes the cost of the carrier
telephone traffic based on minutes used, which are also recognized in revenue.
All other direct costs (non-traffic costs representing design royalties,
printing, fulfillment, sales commissions, etc.), are recognized as upfront costs
when the initial sales are made to distributors. The Company anticipates that
substantially all of the telephone time associated with the debit cards will be
used by its customers. The Company does not have a written returns policy, but
consider sales returns on a case by case basis.
For bulk long distance time sales, the Company recognizes revenue and the
related expenses at the time the service is provided as reported by the switch.
9
<PAGE>
PICK Communications Corp.
Notes to Consolidated Financial Statements
(UNAUDITED)
(1) Summary of Significant Accounting Principles, Continued
Prepaid Telephone Card Inventory
Card inventory is composed of costs to provide unactivated cards to the
fulfillment company, which include printing and freight, and is valued at the
lower of cost or market. Inventory is relieved, and charged to cost of sales,
when activated cards are shipped from the fullfillment company to the wholesale
purchaser.
Fixed Assets
Fixed assets are stated at cost. Depreciation is computed using the
straight-line method over the estimated useful lives of the assets, generally 3,
5 and 7 years. Depreciation expense was $8,026 and $6,298 for the three months
ended March 31, 1996 and 1997, respectively.
Concentration of Credit Risk
Three customers accounted for approximately 65%, 11.5% and 2.8% of net sales and
approximately 69.1%,0% and 7.5% of accounts receivable at March 31, 1996. Four
customers accounted for approximately 22.8%, 21.7%, 19.5% and 5.3% of net sales
and approximately 29.1%, 24.2%, 5.4% and 0% of accounts receivable at March 31,
1997. The Company performs periodic credit evaluations of its customers, but
generally does not require collateral.
Accounts Receivable
The Company provides credit for open accounts in the normal course of business.
As of the date of these statements, the Company has established a reserve for
doubtful accounts at a rate of approximately 11.7% of outstanding accounts
receivable or 7.8% of sales. The reserve amounts at March 31, 1996 and 1997 were
$37,871 and $190,454. Bad debt expense was $5,193 and $26,292 for the three
months ended March 31, 1996 and 1997 respectively.
Accrued Compensation
Accrued compensation of $145,448 at March 31, 1996 is composed of compensation
accrued, but not yet paid to the President of the Company. Accrued compensation
of $56,349 at March 31, 1997 is composed of compensation accrued, but not yet
paid to various officers.
Valuation of Intangibles
Intangible assets are valued at cost and amortized over their estimated
remaining useful lives. The Company is amortizing the prepaid cellular asset
over the initial 60 month term of the contract. Amortization expense was $35,625
and $35,575 for the three months ended March 31, 1996 and 1997.
Income Taxes
Deferred income taxes are provided on elements of income that are recognized for
income tax purposes in periods different than such items are recognized for
financial accounting purposes. Statement of Financial Accounting number 109
(SFAS 109) requires companies to take into account changes in tax rates when
valuing the deferred income tax amounts carried on their Balance Sheets (the
"Liability Method"). The Company adopted SFAS 109 effective with the conversion
from Sub-S status, August 1, 1994. The Company had a deferred tax liability of
$1,808,000 and $0 and a current tax liability of $346,000 and $0 at March 31,
1996 and 1997, respectively. In the first quarter of 1997, the Company
determined that it had no income tax liability at March 31, 1997; therefore it
reversed the $1,808,000 previously provided for as deferred income tax
liability. Any income tax benefits related to the differences between methods of
depreciation is de minimus.
10
<PAGE>
PICK Communications Corp.
Notes to Consolidated Financial Statements
(UNAUDITED)
(1) Summary of Significant Accounting Principles, Continued
Net Income (Loss) per Share
Net loss per share - basic is computed by dividing the net loss by the weighted
average number of common shares outstanding during the period. Net loss per
share - diluted is not presented because the inclusion of common share
equivalents would be anti-dilutive.
(2) Restatement of Financial Information
The Company's financial statements as of March 31, 1997 have been restated. The
Company initially did not report any gains or losses on the disposition of the
marketable equity securities for transactions consummated in the first quarter
of 1997 (Notes 3 and 7), as the Company believed that it was not appropriate to
recognize losses on the acquisition of its and its subsidiary's common stock or
on the exchange of one investment in marketable equity securities for a similar
investment. The Company subsequently determined that it would have been
preferable to record these transactions based upon the fair value of the assets
exchanged, resulting in the recognition of approximately $9,400,000 in non-cash,
non-operating losses. The effect of the restatement as of March 31, 1997 and for
the quarter then ended is as follows:
As previously As
Reported Restated
-------- --------
Net income (loss) $ 948,711 $ (7,626,903)
========= =============
Net income (loss) per share - basic $ 0.02 $ (0.19)
====== =======
(3) Stockholders' Equity
The Company has authorized 50,000,000 shares of $0.002 par value common stock.
In August 1995, the Company had 277,516 shares outstanding. In August 1995, the
Company completed a Regulation D Rule 504 private offering in which the Company
issued 8,000,000 shares in exchange for $232,650 in cash, net of offering
expenses of $7,350.
PICK had authorized 1,000,000 shares of no par common stock. In January 1993,
PICK issued 100,000 shares in exchange for $1,000. At the end of 1993, the
President of PICK contributed his compensation to PICK, by way of waiving the
compensation accrued. During 1994, the President had loaned $161,000 to PICK,
which he exchanged for 623,000 shares of common stock. In August 1994, PICK
issued 20,000 shares to a then unrelated third-party in exchange for a telephone
switch and the tariffs required to operate the switch, valued at $100,000. From
January through July 1995, PICK issued shares to various parties for services
provided, valued at $0.01 per share, for a total value of $2,420. These shares
were valued at this level because at the time of issuance, there was no
assurance that PICK would be able to stay in business and it had negative book
value. In June 1995, PICK sold 25,000 shares to an independent consultant for
$250 in cash.
On September 12, 1995, the Company completed the acquisition of PICK, (Note 1).
Pursuant to the agreement to effect this transaction, the Company issued
3,000,000 shares in exchange for 1,000,000 shares of Foxwedge, Inc., 4,500,000
shares in exchange for $250,000 in cash with a formerly unrelated party, which
subsequently became related through a common director, 500,000 shares in
exchange for an outstanding note payable of $250,000, 1,500,000 shares in
exchange for an $82,500 subscription receivable and 16,665,000 shares in
exchange for 100% of the issued and outstanding shares of PICK. In October 1995,
the Company issued 100,000 shares in partial exchange for co-ownership of the
prepaid cellular patent and exclusive commercialization rights, valued at
$425,000. In October 1995, the Company issued 5,000,000 shares in exchange for
11
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PICK Communications Corp.
Notes to Consolidated Financial Statements
(UNAUDITED)
(3) Stockholders' Equity, Continued
5,000,000 shares of Firenze, Ltd. common stock, valued at $10,000. On November
21, 1995, the Company issued to an unrelated third party 1,000,000 shares in
exchange for $200,000 cash and a note receivable for $800,000 to be paid during
1996.
In January 1996, the Company entered into an agreement to sell 250,000 shares of
its common stock to an unrelated third party for $250,000 in cash. Also in
January 1996, the Company entered into an agreement with International Executive
Services, (IES), a barter exchange company, to exchange 1,000,000 shares to IES
and 150,000 shares to Richard Maranon, a director of the Company, of the
Company's common stock for $3,000,000 of prepaid advertising. The Company has
recorded these shares at $2,700,000, or $2.35 per share. The advertising to be
provided is to be composed of print, television, radio and outdoor media. In
January 1996, the Company exchanged 1,250,000 shares of its common stock for
500,000 shares of Ultimistics Inc. common stock with an unrelated third party
individual who desired to diversify his/her portfolio. The Company recorded this
transaction at $1,275,000, which was a 70% discount from the then current market
value of $4,250,000 for the Ultimistics stock.
In January 1996, the Company issued stock options to seven officers and
directors of the Company. Each of these options was for 500,000 shares, for a
total of 3,500,000 shares, at an exercise price of $2.75 per share and expire on
January 25, 1999. The exercise price was 10% above the market price of the
shares on the date of the grant. The Company has reserved an additional
1,500,000 shares for potential future use in granting options for valued
employees.
In June 1996, the Company settled a dispute with a former officer. This former
officer had the right to exchange 20,000 shares of PICK, Inc. into 330,000
shares of the Company and owned a warrant for 5,000 shares of PICK, Inc. with an
exercise price of $5 per share, which the board of directors had amended to a
warrant for 82,500 shares of the Company with an exercise price of $0.30 per
share. The Company repurchased 230,000 of the 330,000 shares and the warrant for
$29,500 in cash. This settlement finalized the September 1995 recapitalization
of the Company.
In July 1996, the Company issued 50,000 shares to Snow Becker Krauss, P.C., the
Company's legal counsel in lieu of cash payment for prior services rendered. In
July 1996, the Company reacquired 250,000 shares from IES, previously issued in
January 1996. In December 1996, the Company issued 400,000 shares to the
President of the Company in exchange for $100,000 of salary accrued but not yet
paid. In December 1996, the Company issued 55,000 shares to several non-officer
employees of the Company in recognition of the outstanding work performed by
these individuals on behalf of the Company. In February 1997, the Company agreed
to cancel the remaining 600,000 shares of the Company's common stock held in
trust for the minority stockholder and the balance remaining of the subscription
receivable. The Company and the stockholder were unable to renegotiate the stock
subscription.
In February 1997, the Company exchanged $2,550,000 face amount of the prepaid
advertising with IES for the remaining 750,000 shares of its common stock issued
into escrow for IES. In February 1997, the Company exchanged to Firenze Ltd. 5
million shares of Firenze common stock for 5 million shares of the Company's
common stock and 6.25 million shares of PCT common stock. In February 1997, the
Company exchanged with New Century Media Inc. 1 million shares of Ultimistics
Inc. common stock for 1 million shares of the Company's common stock and 1
million shares of PCT common stock. In March 1997, the Company exchanged with
Yakimoto Investment Ltd. 1.5 million shares of Ultimistics Inc. common stock for
4 million shares of PCT common stock. In March 1997, the Company exchanged with
an unaffiliated third party 300,000 shares of Ultimistics Inc. common stock and
the balance of the Company's prepaid advertising for 5 million shares of PCT
common stock. In March 1997, the Company repurchased 35,500 shares of its common
stock in open market purchases at an average price of $0.337 per share, or a
total of $11,978. After restatement (Note 2), the Company recognized
approximately $5,450,000 in losses in transactions involving surrender of
2,800,000 shares of Ultimistics for the Company's and its subsidiary's common
stock.
At the January 1997, annual stockholders meeting four amendments to the
Company's Articles of Incorporation were approved. 1) The total number of
authorized shares of common stock was increased from 50 million to 75 million.
12
<PAGE>
PICK Communications Corp.
Notes to Consolidated Financial Statements
(UNAUDITED)
(3) Stockholders' Equity, Continued
2) The common stock par value per share was decreased from $0.002 to $0.001 per
share. 3) The prohibition on cumulative voting of the common stock was
eliminated. 4) The Company is now authorized to issue up to 10 million shares of
no par "blank check" preferred stock.
(4) Commitments
The Company entered into a 63 month operating lease for the Company's facilities
beginning in July 1996. Future minimum lease payments under this operating lease
in effect at March 31, 1997 are $8,620 per month, or $103,441 per year. Rent
expense for the three months ended March 31, 1996 and 1997 was $3,855 and
$25,860, respectively.
(5) Notes Payable
Short-term debt had been made up entirely of advances to PICK by the principal
stockholder, which were not collateralized. These advances carried no interest
nor a stated maturity. The advances totaled $25,152 and $0 in 1996 and 1997.
PICK repaid $25,152 in 1997. In 1995, the Company acquired co-ownership of the
prepaid cellular patent and exclusive commercialization rights for stock and a
$500,000 note payable to The Next Edge, Inc., which was assigned by TNE to The
Phone Store, Inc. (TPSI). This note is to be paid at a rate of $25,000 per
quarter for five years. The Company made the January 1, 1996, payment in
December 1995. This note was not collateralized nor did it carry interest. In
July 1996, the Company acquired US Treasury Notes with a maturity amount of
$425,000 with scheduled maturity dates that coincide with the scheduled payment
due dates on the then remaining balance of the note payable to TPSI. The Company
placed these UST Notes in an irrevocable trust that has as its trustee a Miami
law firm. The trust is to collect the maturity amounts of the UST Notes and
remit the correct amount to TPSI on such scheduled payment dates. The UST Notes
were acquired for $371,920 in cash. As the Company retains no legal interest in
the trust, this transaction has been accounted for as an in-substance
defeasance, whereby the Company recognized a gain of $53,080 and removed the
asset and liability from its books and records.
In November 1996, the Company received a $750,000 line of credit from Banco
Popular, which the Company had drawn down completely. This line of credit is
payable on demand and carries an interest rate of prime rate plus 2%. This line
of credit is collateralized with 1 million shares of Ultimistics, Inc. common
stock that the Company owns and accounts receivable. These Ultimistics shares
are part of the exchange into Fairbanks shares discussed in Note 7.
(6) Related Party Transactions
The Company purchased no advertising services in 1996 and 1997, from an entity
controlled by an individual who is a stockholder and a member of the Board of
Directors. This individual also received 150,000 shares of the Company's common
stock for his and his staff's efforts to develop and oversee the implementation
of the advertising/marketing programs to be instituted by the Company to use the
prepaid advertising. The Company purchased $18,405 in services from three minor
stockholders in the first quarter of 1997 and owed $8,892 to them at March 31,
1997
(7) Investment in Marketable Equity Securities
The Company exchanged 1,000,000 shares of common stock of Foxwedge, Inc. it
acquired in 1995 for 500,000 shares of Ultimistics Inc. common stock with a
stockholder of Ultimistics in January 1996. The Company recorded a $1,194,000
gain as a result of this transaction. The market value of the Ultimistics stock
received was $4,000,000 at the date of the transaction, which the Company
discounted by 70% to $1,200,000, based on the size of the Company's holdings of
Ultimistics and the restrictions on resale. In January 1996, the Company entered
into two transactions with Yakimoto Ltd. whereby the Company sold the prepaid
cellular marketing rights for South America to Yakimoto for 1,000,000 shares of
Ultimistics stock, and the rights to Asia, Australia, Africa and most of Europe
to Yakimoto for 500,000 shares of Ultimistics. The current market value of the
13
<PAGE>
PICK Communications Corp.
Notes to Consolidated Financial Statements
(UNAUDITED)
(7) Investment in Marketable Equity Securities, Continued
Ultimistics stock at the time of the transactions was $12,000,000 total, which
the Company discounted by 70% to $3,600,000, based on the size of the Company's
holdings of Ultimistics and the restrictions on resale. The Company recorded
licensing revenue for these transactions.
In March 1996, the Company exchanged 5,000,000 shares of common stock of
Firenze, Ltd. it held for 2,000,000 shares of Ultimistics Inc. common stock with
a stockholder of Ultimistics. The Company recorded a $3,590,000 gain as a result
of this transaction. The market value of the Ultimistics stock received was
$12,000,000 at the date of the transaction, which the Company discounted by 70%
to $3,600,000, based on the size of the Company's holdings of Ultimistics and
the restrictions on resale. In January 1996, P.C.T. Prepaid Telephone, Inc.
(PCT), a consolidated subsidiary of the Company, entered into an agreement with
unrelated individuals to issue 10,000,000 shares of PCT common stock to the
individuals in exchange for 200,000 shares of Ultimistics common stock, valued
at $480,000. Simultaneously with the transaction referred to in the previous
sentence, PCT issued an additional 10,000,000 shares of its common stock to the
Company.
In March 1997, the Company exchanged with Fairbanks, Inc. 1.9 million shares of
Ultimistics common stock for 380,000 shares of Fairbanks common stock. Fairbanks
has acquired over 75% of the issued and outstanding common stock of Ultimistics
Inc. (independent of the shares acquired as part of this exchange), and has
entered into a letter of intent to acquire an existing operating US based
company. Pursuant to the restatement (Note 2), the Company recorded a loss of
approximately $3,950,000 on this transaction.
As a result of the transactions discussed herein and in Note 3, the Company's
investment in marketable equity securities consists of 500,000 shares of
Internet Channel, Inc. valued at $50,000 and 380,000 shares of Jet Vacations,
Inc., (f/k/a/ Fairbanks, Inc.), at March 31, 1997.
Although Statement of Financial Accounting Standards number 115 (SFAS 115) does
not apply to the investments held by the Company, as they are all restricted by
Rule 144 of the Securities Act of 1933, as amended, the Company has decided to
incorporate the disclosure requirements of SFAS 115. At March 31, 1997, the
Company holds 380,000 shares of Jet Vacations with a current market value of
$85,910 and a book value of $133,000. The Company is watching the market value
of Jet Vacations closely to determine future changes in valuation.
(8) Statement of Financial Accounting Standards not yet evaluated
In February 1997, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per
Share," and 129, "Disclosure of Information about Capital Structure." The
Company will have to implement SFAS 128 and 129 by the fiscal year ending
December 31, 1997. The provisions of SFAS 128 change the presentation and
computation of earnings per share. The Company has not yet had sufficient time
to evaluate the impact, if any, of the provisions of SFAS 129. The financial
statements have been restated to conform with SFAS 128.
(9) Revocation of prepaid cellular marketing rights
In February 1997, the Company revoked all the prepaid cellular marketing
licenses previously granted to Firenze Ltd. and Yakimoto Investments Ltd. (See
Note 7.)
(10) Stock option plan
In February 1996, the Company adopted the "1996 Stock Option Plan." This plan
allows the Company to grant options to acquire up to 5 million shares of the
Company's common stock by employees, directors, independent contractors and
consultants of the Company. The options so granted can be Qualified Incentive
Stock Options (ISOs), Non-Qualified Stock Options (NQSOs), Stock Appreciation
Rights (SARs) or combinations of the three types of options. In September 1996,
the Company granted the following options to directors and officers of the
Company, which are outstanding at March 31, 1997:
14
<PAGE>
PICK Communications Corp.
Notes to Consolidated Financial Statements
(UNAUDITED)
(10) Stock option plan, Continued
<TABLE>
<CAPTION>
Name & Relationship Incentive options / exercise price Non-Qualifing Options / exercise price
- - ------------------- ---------------------------------- --------------------------------------
<S> <C> <C>
D. Leiva, CEO, Chairman 103,896 / $0.963 396,104 / $0.875
R. Brennan, VP & Director 114,285 / $0.875 385,715 / $0.875
K. Quinn, VP 114,285 / $0.875 385,715 / $0.875
K. Petersson, VP 114,285 / $0.875 385,715 / $0.875
R. Sams, Director 0 / 0 500,000 / $0.875
R. Maranon, Director 0 / 0 500,000 / $0.875
G. Manning, Director 0 / 0 500,000 / $0.875
</TABLE>
No options had been exercised at March 31, 1997.
(11) Best efforts underwriting
In January 1997, the Company signed a best efforts underwriting agreement with
Interbank Capital of New York City to raise up to $10 million for the Company,
either in equity or debt. This agreement calls for compensation of: 1) for the
first $2 million raised: 200,000 shares of the Company's common stock, $200,000
in cash, and rights/warrants for 10% of the stock issued, at an exercise price
equal to that of the offering; 2) for the second $8 million: a cash fee equal to
10% of the amount raised and a non-accountable fee of 3% of the amount raised
and warrants equal to 10% of the stock issued to effect the investment. This
agreement was terminated without any funds being raised.
Also in January 1997, the Company signed a best efforts underwriting agreement
with Unity Funding America Corp. of Englishtown, NJ to raise an amount in excess
of $15 million for the Company, either in equity or debt. This agreement calls
for compensation of: 5% of the first $5 million; 4% of the second $5 million; 3%
of the third $5 million and 2% of any amount raised in excess of $15 million.
$250,000 in short term financing was arranged by Unity Funding Corp., which was
funded in November, 1997 and repaid in April 1998.
(12) Working capital deficiency
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern which contemplates the
realization of assets and the satisfaction of liabilities in the normal course
of business. As shown in the previously filed consolidated financial statements,
the Company incurred net operating losses for the years ended December 31, 1994,
1995 and 1996. The Company has a working capital deficit of $6,013,742 at March
31, 1997.
During the three months ended March 31, 1996, the Company generated positive
cash flow from operations, which was reduced by investing activities and
financing activities by $37,130, which resulted in and reflects an increase of
cash of $29,069. The Company's plans also include controlling its cash expenses,
such that this inflow of capital may continue to cover a cash shortfall over the
next twelve months.
The Company believes that it is in its best interest to hold the Jet Vacations
stock for the forseeable future, in the hope for capital appreciation over the
value recorded at March 31, 1997, and increased liquidity over time.
The Company spent the first quarter of 1997 utilizing some of its previous
investments in prepaid advertising and marketable equity securities to acquire
approximately 17.1% of its issued and outstanding shares, as well as an
additional 30% of the issued and outstanding shares of PCT Prepaid Telephone,
Inc. The Company believes that these transactions will make its offering, (see
note 11), more acceptable to potential investors.
The Company also has negotiated lower telephone time rates in conjunction with
higher usage volumes. The higher usage volumes are expected to occur when the
advertising/marketing programs now under development are instituted.
15
<PAGE>
PICK Communications Corp.
Notes to Consolidated Financial Statements
(UNAUDITED)
(12) Working capital deficiency, Continued
The Company believes that these plans will enable it to continue as a going
concern. However, there can be no assurances that the Company will be able to
successfully implement such plans. If such plans are not successfully
implemented, the Company could be required to seek additional financing from
sources not currently anticipated.
16
<PAGE>
Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations:
Restatement of Financial Information
The Company's Consolidated Financial Statements at March 31, 1997 and for the
quarter then ended which are included in this Report have been restated from the
amounts previously reported. The Company initially did not report any losses on
the disposition of the marketable equity securities for transactions consummated
in the first quarter of 1997 (Notes 2, 3 and 7 to Consolidated Financial
Statements), as the Company believed that it was not appropriate to recognize
losses on the acquisition of its and its subsidiary's common stock or on the
exchange of one investment in marketable equity securities for a similar
investment. The Company subsequently determined that it would have been
preferable to record these transactions based upon the fair value of the assets
exchanged, resulting in the recognition of approximately $9,400,000 in non-cash,
non-operating losses.
Results of Operations:
The Company generates revenues from the sale of telecommunications services.
This includes international long distance service to carriers and resellers, and
revenues derived from the sale of prepaid telephone debit cards to distributors
for resale to retail outlets.
The Company's primary costs of sales are the cost of telephone services, for
both the resale of international long distance services and for Debit Cards. In
addition, the cost of sales includes the production of the Debit Cards, their
printing, fulfillment and distribution, and fixed costs associated with
international long distance service switching and communications.
For the resale of international long distance, the Company recognizes revenues
as the traffic is used by its customers. For Debit Card sales, the Company
recognizes revenues at the time it provides the telephone services associated
with its cards. It defers revenues until then, based on customer patterns of
usage, and recognizes the cost of the carrier telephone traffic based on the
minutes used in the same periods that recognizes revenues. Other direct costs
(non-traffic costs representing design royalties, printing, fulfillment,
shipping, sales commissions, etc.) are recognized as up-front costs as the
initial sales are made to distributors. The Company anticipates that
substantially all of the telephone time associated with the Debit Cards will be
used by its customers. The Company did not sell any prepaid cellular telephone
licenses during the quarter. Upon making these license sales, the Company's
policy is to recognize substantially all of the consideration received for those
licenses at the time it is received.
Three Months Ended March 31, 1997 Compared with March 31, 1996:
Total revenues, excluding licenses, amounted to $2,438,232 for the three months
ended March 31, 1997 compared to $512,666 for the three months ended March 31,
1996. This represents an increase of $1,925,566 or 376%. For the three months
ended March 31, 1997, the Company generated international long distance revenue
was $2,150,519. There were no such revenues in the first quarter of 1996; the
17
<PAGE>
international long distance business began in May of 1996. Debit Card revenues
were $287,713 for the three months ended March 31, 1997, compared to $510,829
for the three months ended March 31, 1996. This represents a decrease of
$223,116 or 44%. This decrease reflects switch capacity limitations which have
resulted in product returns and reductions in repeat sales of debit cards. There
were no prepaid cellular license revenues during the three months ended March
31, 1997 compared to $3,600,000 in license revenues for the three months ended
March 31, 1996. The cellular license revenues for 1996 were non-cash
transactions which resulted in the acquisition of restricted shares of
marketable securities.
The direct costs of international long distance and debit card services amounted
to $2,416,909 for the three months ending March 31, 1997 compared to $598,662
for the three months ending March 31, 1996, an increase of $1,818,247 or 304%.
As a result, the gross margin was $21,323 (1% of revenues) for the three months
ended March 31, 1997, compared to a negative gross margin of $85,996 (17% of
revenues), an improvement of $107,319 or 125%.
The Company continues to build the infrastructure necessary to support growth in
both the resale of international long distance traffic and debit cards services.
Selling and marketing expenses were $1,554 for the three months ended March 31,
1997, compared to $56,383 for the three months ended March 31, 1996, reflecting
a decrease of $54,829 or 97%. This decrease is primarily attributable to a
planned cut back in the marketing campaign in the first quarter, while the
Company is building its infrastructure.
General and administrative expenses were $381,527 for the three months ended
March 31, 1997, compared to $502,126 for the three months ended March 31, 1996,
reflecting a decrease of $120,599 or 24%. This decrease is primarily
attributable to reductions in employee compensation of $114,862, which was 55%
lower, and lower expenses of $5,737 across all other administrative expense
categories.
Amortization of $35,575 for the three months ended March 31, 1997 was
attributable to the pre-paid cellular telephone technology license which is
being expensed over five years compared to a similar amount amortized for the
three month period ended March 31, 1996. Depreciation of $6,298 for the three
months ended March 31, 1997 and $8,026 for the three months ended March 31, 1996
is based upon lives of 3, 5, 7 or 10 years, depending on the asset
classification. The decrease in depreciation is due to the $100,000 reduction to
the asset base that was written off in 1996.
The provision for bad debts was $26,292 for the three months ended March 31,
1997, compared to $5,193 for the three months ended March 31, 1996. This
increase of $21,099 is in place to provide for slow paying retail customers.
Collection problems are attributable to the service capacity and operating
limitations experienced by the Company's switch, which have adversely impacted
its customers. The Company believes it has provided for the substantial portion
of its potential collection problems with this increased provision for bad
debts.
18
<PAGE>
Other income (expense) changed from income of $8,373,670 in 1996 to a loss of
$9,413,023 in 1997. The 1996 income consists of $3,600,000 in non-cash,
non-recurring license fees related to the Company's prepaid cellular telephone
technology and $4,784,000 in non-cash gains on disposition of marketable equity
securities, offset by $10,330 in interest expense. The 1997 other expense
consists of $9,399,079 in non-cash losses on disposition of marketable equity
securities and $13,944 in interest expense.
A provision for federal income taxes made in 1996 was reversed due to the losses
incurred in the first quarter of 1997. See Note 1 to the Consolidated Financial
Statements in Item 1, above.
Liquidity and Capital Resources:
The Company had working capital deficit of $6,013,742 as of March 31, 1997
compared to a working capital deficit of $3,152,216 as of December 31, 1996. The
working capital ratio was .22:1 at March 31, 1997 compared to .52:1 at December
31, 1996. During the three months ended March 31, 1997, the Company generated a
positive cash flow of $29,069, increasing from $87,712 to $116,781.
Operating activities for the three months ended March 31, 1997 generated $66,199
in positive cash flow, primarily because of an increase in accounts payable
($1,124,038), offset by an increase in accounts receivable ($679,548).
Financing activities for the three months ended March 31, 1997 required $11,978,
representing the repurchase by the Company of its own stock in the open market,
and $25,152, representing the repayment of cash advances made to the Company by
a stockholder.
The Company has entered into a credit relationship with Banco Popular for a
$750,000 direct line of credit, all of which was drawn down as of March 31,
1997. The Company has entered into contracts with two investment bankers to
raise up to $10,000,000 on a best efforts basis. No other arrangements are in
place with respect to any additional financing. The Company anticipates, based
on its current plans and assumptions relating to its operations, that its cash
balances, together with projected cash flows from operations and anticipated
financing, will be sufficient to satisfy the Company's contemplated cash
requirements for the next 12 months. In the event that the Company's plans
change, its assumptions change or prove to be inaccurate, or cash flows
otherwise prove to be insufficient to fund operations, the Company may be
required to search for additional financing or curtail its proposed growth.
19
<PAGE>
Part II - Other Information
Item 1 - Legal proceedings:
During the quarter ended March 31, 1997, there were no material changes in the
Company's legal proceedings commenced against American Telephone & Telegraph
Company.
Item 2 - Changes in securities:
On January 21, 1997, at an Annual Meeting of Stockholders, the Company was
authorized to issue up to 10,000,000 shares of blank check preferred stock. To
date, no such shares have been issued.
In addition, the Company amended the Articles of Incorporation to increase the
number of authorized shares of common stock to 75,000,000, to change the par
value of common stock to $.001 from $.002, and eliminate the prohibition on
cumulative voting of the common stock.
Item 3 - Defaults upon senior securities:
None to report
Item 4 - Submission of matters to a vote of security holders:
(A) On January 21, 1997, an Annual Meeting of Stockholders was held at the
offices of PICK Communications Corp., 155 Route 46 West, Wayne, NJ.
(B) The meeting placed in nomination, the names of the existing slate of
Directors of the Company for re-election until the next annual meeting of
stockholders and until their successors have been duly elected and qualified:
Diego Leiva, Chairman
Raymond M. Brennan, Secretary
Robert R. Sams, Director
Ricardo Maranon, Director
Greg Manning, Director (Mr. Manning resigned from the Board of Directors on
March 10, 1997.)
All directors received affirmative votes and were re-elected.
(C) Description of Items Voted Upon:
20
<PAGE>
<TABLE>
<CAPTION>
Proposals Brought to a Vote For Against Withheld
<S> <C> <C> <C>
Election of All Directors 33,072,728 373,750 470,000
Ratification of 1996 Stock Option Plan 28,590,620 129,247 1,997,084
Amendment of the Articles of Incorporation to
Increase the Number of authorized shares of
common stock to 75,000,000, to change the par
value of common stock to $.001 from $.002, and
to eliminate the prohibition on cumulative
voting of the common stock. 28,006,729 655,638 1,997,084
Authorize up to 10,000,000 shares of blank
check preferred stock. 31,592,426 373,750 1,860,834
Amend the By-Laws to reduce the minimum
number of Directors required to serve on
committees of the Board of Directors from
three to two. 31,615,194 373,750 1,860,834
Ratify the selection of Durland & Company
CPA's, P.A. as auditors of the Company
for 1996 33,006,028 373,750 470,000
</TABLE>
Item 5 - Other information:
None to report
Item 6 - Exhibits and reports on Form 8-K:
None to report.
21
<PAGE>
Signatures:
In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
PICK Communications Corp.
Date: June 16, 1998 By: /s/ Diego Leiva
--------------------
Diego Leiva
President and Chief Executive Officer
Date: June 16, 1998 By: /s/ Robert S. Bingham
------------------------
Robert S. Bingham
Vice President and Chief Financial Officer
(Principal Accounting Officer)
22
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<CURRENCY> US $
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<EXCHANGE-RATE> 1
<CASH> 116,781
<SECURITIES> 0
<RECEIVABLES> 1,632,491
<ALLOWANCES> 190,454
<INVENTORY> 13,868
<CURRENT-ASSETS> 1,647,063
<PP&E> 87,924
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,355,322
<CURRENT-LIABILITIES> 7,660,805
<BONDS> 0
0
0
<COMMON> 43,098
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> (5,462,680)
<SALES> 2,438,232
<TOTAL-REVENUES> 2,438,232
<CGS> 2,416,909
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 451,246
<LOSS-PROVISION> 9,399,079
<INTEREST-EXPENSE> 13,944
<INCOME-PRETAX> (9,434,903)
<INCOME-TAX> (1,808,000)
<INCOME-CONTINUING> (7,626,903)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (7,626,903)
<EPS-PRIMARY> (0.19)
<EPS-DILUTED> 0
</TABLE>
