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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
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QUARTERLY REPORT UNDER SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended
March 31, 1999 Commission File No. 333-7775
- ------------------ -----------------------------
PARAGON ACQUISITION COMPANY, INC.
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE 13-3895049
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
277 Park Avenue
New York, NY 10017
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212)350-5367
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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, and (2) has been subject to such filing requirements
for the past 90 days.
Yes X No
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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 March 31, 1999
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Common Stock, $.01 par value 3,414,191
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<PAGE>
PARAGON ACQUISITION COMPANY, INC.
FORM 10-Q INDEX
<TABLE>
<S> <C>
PART I. FINANCIAL INFORMATION (UNAUDITED) PAGE
Balance Sheets- December 31, 1998 and March 31, 1999 ......................................................... 3
Statements of Operations - Quarters ended March 31, 1998 and March 31, 1999, and
Period from June 19, 1996 (inception)
to March 31, 1999............................................................................................. 4
Statement of Stockholders' Equity (Deficit) - Period from
June 19, 1996 (inception) to March 31, 1999................................................................... 5
Statements of Cash Flows - Quarters ended March 31, 1998 and March 31, 1999, and
Period from June 19,
1996 (inception) to March 31, 1999............................................................................ 6
Notes to Financial Statements................................................................................. 7-9
Management's Discussion and Analysis of Financial Condition and
Results of Operations...................................................................................... 10
PART II. OTHER INFORMATION................................................................................... 11
Signatures.................................................................................................... 12
Exhibit (27).................................................................................................. 13
</TABLE>
Page 2
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PARAGON ACQUISITION COMPANY, INC.
(a corporation in the development stage)
BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
December 31 March 31
1998 1999
---- ----
Unaudited
<S> <C> <C>
Current Assets
Cash.......................................................... $ 8,097 $ 6,255
Prepayments................................................... 24,960 6,240
------ -----
Total Current Assets ............................................ 33,057 12,495
Deferred registration costs...................................... 134,612 134,612
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$ 167,669 $ 147,107
========= ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accrued expenses............................................. $1,800 $ 6,800
Loan due to Stockholder PAR Holding Co., LLC,
plus accrued interest (Note 3)............................ 218,025 221,200
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Total Current Liabilities........................................ 219,825 228,000
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Commitment (Note 4)
Stockholders' equity (Notes 2, 5 and 6):
Preferred stock, $.01 par value shares - authorized 1,000,000;
none issued
Common stock, $.01 par value shares - authorized 20,000,000:
outstanding 3,414,191 and 3,414,191..................... 34,141 34,141
Additional paid-in capital................................. 121,000 121,000
Deficit accumulated during the development stage........... (207,297) (236,034)
--------- ---------
Total stockholders' deficit................................ (52,156) (80,893)
-------- --------
$ 167,669 $ 147,107
========== ==========
</TABLE>
See accompanying notes to Financial Statements.
Page 3
<PAGE>
PARAGON ACQUISITION COMPANY, INC.
(a corporation in the development stage)
STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Period from
Quarter Quarter June 19, 1996
ended ended (inception) to
March 31, 1998 March 31, 1999 March 31, 1999
-------------- -------------- --------------
<S> <C> <C> <C>
General and administrative
expenses $ 29,950 $25,562 $221,804
Interest expense 1,299 3,175 14,230
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Net loss for the period $ 31,249 $28,737 $236,034
======== ======= ========
Net loss per common share, basic and diluted ($ 0.01) ($ 0.01)
-------- --------
Weighted average
common shares outstanding 3,414,191 3,414,191
========= =========
</TABLE>
See accompanying notes to Financial Statements.
Page 4
<PAGE>
PARAGON ACQUISITION COMPANY, INC.
(a corporation in the development stage)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
Period from June 19, 1996 (inception) to March 31, 1999
<TABLE>
<CAPTION>
Deficit
Accumulated
Additional During the Total
Common Stock Paid-in Development Stockholders'
Shares Amount Capital Stage Equity (deficit)
------ ------ ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Issuance of founders' shares............. 2,900,000 $29,000 $121,000 $150,000
Net loss for the period June 19, 1996
(inception) to December 31, 1996........ - - - ($7,560) (7 ,560)
--------- ------- -------- -------- -------
Balance December 31, 1996................ 2,900,000 $29,000 $121,000 ($7,560) 142,440
Issuance of Shares to Investor........... 514,191 $ 5,141 - - $ 5,141
Net loss for the year ended
December 31, 1997 ....................... - - - ($72,696) ($72,696)
--------- ------- -------- --------- ---------
Balance December 31, 1997................ 3,414,191 $34,141 $121,000 ($80,256) $ 74,885
Net Loss for the year
ended December 31, 1998.................. - - - (127,041) (127,041)
--------- ------- -------- --------- ---------
Balance, December 31, 1998............... 3,414,191 $34,141 $121,000 (207,297) ($52,156)
Net Loss for the quarter ended
March 31, 1998 (unaudited)............... - - - (28,737) (28,737)
--------- ------- -------- -------- --------
Balance, March 31, 1999 (unaudited)...... 3,414,191 $34,141 $121,000 ($236,034) ($ 80,893)
========= ======= ======== ========== ==========
</TABLE>
See accompanying notes to Financial Statements.
Page 5
<PAGE>
PARAGON ACQUISITION COMPANY, INC.
(a corporation in the development stage)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Period from
Quarter Quarter June 19, 1996
Ended Ended (inception) to
March 31, 1998 March 31, 1999 March 31, 1999
-------------- -------------- --------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss..................................... $(31,249) $ (28,737) $(236,034)
Adjustments to reconcile net loss to net cash
used in operating activities
(Increase) Decrease in prepayments........... 19,500 18,720 (6,240)
Increase in accrued expenses and interest.... 3,959 8,175 21,030
-------- ---------- -----------
Net Cash used in operating activities............. $ (7,790) $ (1,842) $ (221,244)
--------- ---------- -----------
Cash flows from financing activities:
Proceeds from sale of common stock ........ $ - $ - $ 155,141
Loan from PAR Holding Co., LLC............... 26,970 - 206,970
Deferred registration costs ................. (16,000) - (134,612)
--------- ---------- ------------
Net cash provided by financing activities $ 10,970 $ - $ 227,499
-------- ---------- ------------
Net increase (decrease) in cash.......... 3,180 (1,842) 6,255
Cash, beginning of period..................... 7,418 0
----- ---------- ------------
Cash, end of period........................... $ 10,598 $ 6,255 $ 6,255
======== ========== ============
</TABLE>
See accompanying notes to Financial Statements.
Page 6
<PAGE>
PARAGON ACQUISITION COMPANY, INC.
(a corporation in the development stage)
Notes to Financial Statements
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.
BASIS OF PRESENTATION
The accompanying financial statements are unaudited; however, in the
opinion of management, all adjustments necessary for a fair statement of
financial position and results for the stated periods have been included. These
adjustments are of a normal recurring nature. Results for interim periods are
not necessarily indicative of the results to be expected for an entire fiscal
year. It is suggested that these condensed financial statements be read in
conjunction with the audited financial statements and notes thereto as of and
for the period ended December 31, 1998.
GENERAL
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company is in the development
stage and has incurred a loss since its inception and there can be no assurance
that the planned acquisition activities of the Company (see Note 2) will be
successful in the near term. The Company has, however, other funding sources
available, principally lending commitments from related parties, sufficient to
sustain operations for at least the next twelve months.
INCOME TAXES
The Company follows Statement of Financial Accounting Standards No. 109
("FAS 109"), "Accounting for Income Taxes." FAS 109 is an asset and liability
approach that requires the recognition of deferred tax assets and liabilities
for the expected future tax consequences of events that have been recognized in
the Company's financial statements or tax returns. The Company has net operating
loss carry forwards of approximately $236,000 available to reduce any future
income taxes. The tax benefit of these losses, approximately $94,000, has been
offset by a valuation allowance due to the uncertainty of its realization.
DEFERRED REGISTRATION COSTS
As of March 31, 1999, the Company has incurred deferred registration costs
of $134,612 relating to expenses incurred in connection with the Proposed
Distribution (see Note 2). Upon consummation of this Proposed Distribution, the
deferred registration costs will be charged to equity. Should the Proposed
Distribution prove to be unsuccessful, these deferred costs, as well as
additional expenses to be incurred, will be charged to operations.
Page 7
<PAGE>
USE OF ESTIMATES
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
NET LOSS PER COMMON SHARE
In 1997, the Financial Accounting Standards Board issued Statement No. 128,
"Earnings per Share." Statement 128 replaced the calculation of primary and
fully diluted earnings per share with basic and diluted earnings per share.
Unlike primary earnings per share, basic earnings per share excludes any
dilutive effects of options, warrants and convertible securities. Diluted
earnings per share is very similar to the previously reported fully diluted
earnings per share. All earnings per share amounts for all periods have been
presented to conform to the Statement 128 requirements.
COMPREHENSIVE INCOME
Effective January 1, 1998, Paragon Acquisition Company, Inc. (the
"Company") adopted SFAS No. 130, "Reporting Comprehensive Income", which
establishes standards for reporting and display of comprehensive income, its
components and accumulated balances. Comprehensive income is defined to include
all changes in equity except those resulting from investments by owners and
distributions to owners. Adoption of the standard has had no effect on financial
statement disclosures.
2. ORGANIZATION AND BUSINESS OPERATIONS. The Company was incorporated in
Delaware on June 19, 1996 to serve as a vehicle to effect a merger, exchange of
capital stock, asset acquisition or other business combination (the "Business
Combination") with an operating business (the "Target Business"). At March 31,
1999, the Company had not yet commenced any formal business operations and all
activity to date relates to the Company's formation and proposed fund raising.
The Company's fiscal year end is December 31.
The Company's ability to commence operations is contingent upon its ability
to identify a prospective Target Business and raise the capital it will require
through the issuance of equity securities, debt securities, bank borrowings or a
combination thereof. The Company intends to obtain adequate financial resources
through the registration of a distribution of shares of its Common Stock and
Subscription Rights to its shareholders (the "Distribution"). The Subscription
Rights will entitle the holder to purchase two (2) shares of Common Stock of the
Company for each Subscription Right held for a purchase price to be determined
by the Company's Board of Directors at the time a Business Combination is
identified, such price to be not more than $2.00 per Subscription Right.
Subscription Rights will not be exercisable until after a Post-Effective
Amendment to the Form S-1 Registration Statement to be filed by the Company with
the Securities and Exchange Commission describes a Business Combination,
establishes the Subscription Price and the number of Subscription
Page 8
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Rights which may be exercised in such Subscription Period and specifies the
Subscription Period established by the Company. The Shares to be distributed to
the shareholders, the Subscription Rights and any Shares issuable upon exercise
of Subscription Rights are being held in escrow and may not be sold or
transferred until the Company has consummated a Business Combination. After the
Business Combination is consummated, the Shares will be released from escrow.
Due to the terms of the Distribution, the Company has not established a
time period within which to exercise the Subscription Rights as such exercise is
dependent upon the identification of a Target Business. The Company anticipates
that, due to the time constraints imposed on the management of the Company, it
is not possible to predict the length of the identification process.
3. LOAN DUE TO PAR HOLDING CO., LLC. On June 4, 1997, PAR Holding Co.,
LLC, a major stockholder, loaned the Company $60,000. Such loan is evidenced by
a Promissory Note dated June 4, 1997, in the principal amount of $60,000. During
November, 1997, March, 1998, May, 1998 and September, 1998 further loans for the
sums of $10,000, $26,970, $100,000 and $10,000, respectively, were received. The
loans bear interest at the annual rate of 5.5%, compounded monthly, and are
payable on demand.
4. COMMITMENT. The Company presently occupies office space provided by a
stockholder. Such stockholder has agreed that, until the acquisition of a Target
Business by the Company, it will make such office space, as well as certain
office and secretarial service, available to the Company, as may be required by
the Company from time to time at no charge.
5. PREFERRED STOCK. The Company is authorized to issue 1,000,000 shares of
preferred stock with such designations, voting and other rights and preferences
as may be determined from time to time by the Board of Directors.
6. COMMON STOCK. On June 25, 1996 the Company issued 2,900,000 shares of
Common Stock, par value $.01 per share, to PAR Holding Co., LLC for a
consideration of $150,000. On March 6, 1997 the Company issued a further 514,191
shares of Common Stock, par value $.01 per share, to St.
Lawrence Seaway Corporation for a total consideration of $5,141.
Page 9
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Management's Discussion and Analysis of Financial Condition and Results of
Operations for the Period Ended March 31, 1999
RESULTS OF OPERATIONS
Paragon was incorporated on June 19, 1996 to serve as a vehicle to effect a
merger, exchange of capital stock, asset acquisition or other business
combination with an operating business. On March 21, 1997, the Registration
Statement on Form S-1 filed by Paragon with respect to the Distribution was
declared effective and Paragon became subject to the reporting requirements of
the Securities and Exchange Commission. At March 31, 1999, Paragon had not yet
commenced any formal business operations and all activities to date relate only
to Paragon's formation and on-going reporting obligations with the Securities
and Exchange Commission.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 1999, Paragon had a net working capital shortfall of $215,505 and
an accumulated deficit, since inception of $236,034 which consists primarily of
general and administrative expenses of $221,804 including professional fees
incurred with respect to compliance with SEC reporting requirements and premiums
incurred on directors and officers insurance policies. To date, PAR Holding Co.,
LLC, a principal Shareholder of Paragon has loaned Paragon a total of $206,970
to cover its working capital shortfall, consisting of a $60,000 loan in June,
1997, a $10,000 loan in November, 1997, a $26,970 loan in March, 1998, a
$100,000 loan in May, 1998, and a $10,000 loan in September 1998.
All such loans are evidenced by promissory notes and loans bear interest at an
annual rate of 5.5% compounded monthly; interest and principal are payable on
demand. PAR Holding Co., LLC has committed to continue to fund Paragon's working
capital shortfalls during its pre-acquisition stage.
YEAR 2000
Paragon has not commenced formal busines operations and thus has no computer
systems which could be affected by the Year 2000 problem. Paragon's transfer
agent, Continental Stock Transfer and Trust Company, has reported that it
conducted an extensive test in a Year 2000 environment in October, 1998, and
confirmed that it is Year 2000 compliant; that is has been examined by the New
York State Banking Deparment and been found to have made satisfactory progress
on its Year 2000 plan; and that it has also made the appropriate filing with the
SEC in accordance with Rule 17Ad-18.
Page 10
<PAGE>
PARAGON ACQUISITION COMPANY, INC.
PART II. OTHER INFORMATION
Item 1.
LEGAL PROCEEDING - Not Applicable
----------------
Item 2.
CHANGES IN SECURITIES - Not Applicable
---------------------
Item 3.
DEFAULTS UPON SENIOR SECURITIES - Not Applicable
-------------------------------
Item 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - Not Applicable
---------------------------------------------------
Item 5.
OTHER INFORMATION - Not Applicable
-----------------
Item 6.
EXHIBITS AND REPORTS ON FORM 8-K -
--------------------------------
Item 6(a) Exhibits -
(27) Financial Data Schedule
Item 6(b) Reports on Form 8-K -
No reports on Form 8-K were required to be filed for the quarter for
which this report is filed
Page 11
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
PARAGON ACQUISITION COMPANY, INC.
---------------------------------
Registrant
Date: 05/13/99 /s/ Mitchell A. Kuflik
---------------------------------
Mitchell A. Kuflik
President
Date: 05/13/99 /s/Peter A. Hochfelder
---------------------------------
Peter A. Hochfelder,
Vice President and Treasurer
Page 12
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Exhibit (27)
Paragon Acquisition Company, Inc.
Financial Data Schedule
For The Quarter Ended March 31, 1999
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS FOR THE QUARTER ENDED MARCH 31, 1999, AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 6,255
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 12,495
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 147,107
<CURRENT-LIABILITIES> 228,000
<BONDS> 0
0
0
<COMMON> 34,141
<OTHER-SE> (115,034)
<TOTAL-LIABILITY-AND-EQUITY> 147,107
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 25,562
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,175
<INCOME-PRETAX> (28,737)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (28,737)
<EPS-PRIMARY> (0.01)
<EPS-DILUTED> (0.01)
</TABLE>
