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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended
March 31, 2000 Commission File No. 333-7775
- -------------- -----------------------------
PARAGON ACQUISITION COMPANY, INC.
- --------------------------------------------------------------------------------
(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
--- ---
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, 2000)
----- -------------------------------
Common Stock, $.01 par value 3,414,191
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<PAGE>
PARAGON ACQUISITION COMPANY, INC.
FORM 10-Q INDEX
PART I. FINANCIAL INFORMATION (UNAUDITED) PAGE
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Balance Sheets- December 31, 1999 and March 31, 2000 3
Statements of Operations - Quarters ended March 31, 1999
and March 31, 2000, and Period from June 19, 1996 (inception)
to March 31, 2000 4
Statement of Stockholders' Equity (Deficit) - Period from
June 19, 1996 (inception) to March 31, 2000 5
Statements of Cash Flows - Quarters ended March 31,
1999 and March 31, 2000, and Period from June 19,
1996 (inception) to March 31, 2000 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
<PAGE>
PARAGON ACQUISITION COMPANY, INC.
(a corporation in the development stage)
BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
December 31 March 31
1999 2000
---- ----
(unaudited)
<S> <C> <C>
Current Assets
Cash 90 $ 4,079
Prepayments 20,800 5,200
------ -----
Total Assets 20,890 9,279
====== =======
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accrued expenses $1,500 $6,400
Loan due to Stockholder PAR Holding Co., LLC,
plus accrued interest (Note 3) 308,208 318,133
------- -------
Total Current Liabilities 309,708 324,533
------- -------
Commitment (Note 4)
Stockholders' deficit (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 (443,959) (470,395)
--------- ---------
Total stockholders' deficit (288,818) (315,254)
-------- ---------
$ 20,890 $ 9,279
========== =========
</TABLE>
See accompanying notes to Financial Statements.
3
<PAGE>
PARAGON ACQUISITION COMPANY, INC.
(a corporation in the development stage)
STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
Period from
June 19, 1996
Quarter ended Quarter Ended (inception) to
March 31, 1999 March 31, 2000 March 31, 2000
-------------- -------------- --------------
<S> <C> <C> <C>
General and administrative
expenses $25,562 $ 22,196 $305,305
Write-off of deferred 134,612
registration costs (Note 1) - -
Interest expense 3,175 4,240 30,478
----- ----- ------
Net loss for the period 28,737 $26,436 $470,395
====== ======= ========
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.
4
<PAGE>
PARAGON ACQUISITION COMPANY, INC.
(a corporation in the development stage)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
Period Ended March 31, 2000
<TABLE>
<CAPTION>
Deficit
Accumulated
Additional During the Total
Common Paid-In Development Stockholders'
Shares Amount Capital Stage Equity(Deficit)
------- ------ ------- ----- ---------------
<S> <C> <C> <C> <C> <C>
Balance, January 1, 1998 3,414,919 $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 year ended
December 31, 1999 - - - ( 236,662) ( 236,662)
----------- ----------- ------------ ------------ ------------
Balance, December 31, 1999 3,414,191 $34,141 $121,000 ($443,959) ($288,818)
Net loss for the quarter ended
March 31, 2000 (unaudited) - - - ( 26,436) ( 26,436)
--------- ---------
Balance, March 31, 2000 (unaudited)
3,414,191 $34,141 $121,000 ($470,395) ($315,254)
========== ======= ======== ========== ==========
</TABLE>
See accompanying notes to Financial Statements.
5
<PAGE>
PARAGON ACQUISITION COMPANY, INC.
(a corporation in the development stage)
STATEMENTS OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
Period from
June 19, 1996
Quarter ended Quarter Ended (inception) to
March 31, 1999 March 31, 2000 March 31, 2000
-------------- -------------- --------------
<S> <C> <C> <C>
Cash flows from operating activities
Net loss $(28,737) (26,436) (470,395)
Adjustments to reconcile net loss to net
cash used in operating activities
Write-off of deferred registration costs - - 134,612
Changes in assets and liabilities:
(Increase) Decrease in prepayments 18,720 15,600 (5,200)
Increase in accrued expenses and interest 8,175 9,140 36,878
------- ------ ------
Net cash used in operating activities $ (1,842) (1,696) (304,105)
========= ======= =========
Cash flows from financing activities:
Proceeds from sale of common stock - - 155,141
Loan from PAR Holding Co., LLC - 5,685 287,655
Deferred registration costs - - (134,612)
-------- -------- ---------
Net cash provided by financing activities $ 0 5,685 308,184
-------- -------- -------
Net increase (decrease) in cash $ (1,842) (3,989) $ 4,079
Cash, beginning of period 8,097 90 ---0---
-------- -------- --------
Cash, end of period $ 6,255 $ 4,079 $ 4,079
======= ======= =======
</TABLE>
See accompanying notes to Financial Statements.
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, 1999.
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 $335,000 available to reduce any future
income taxes. The tax benefit of these losses, approximately $134,000, has been
offset by a valuation allowance due to the uncertainty of its realization.
DEFERRED REGISTRATION COSTS
Through December 31, 1997, the Company had incurred deferred registration
costs of $134,612 relating to expenses incurred in connection with the Proposed
Distribution (See Note 2). No further registration costs were incurred during
the period ended March 31, 2000. Since the Registration Statement on Form S-1
has expired and is no longer effective to permit distribution of the Shares and
Subscription Rights in connection with the Proposed Distribution (Note 2)
without an amendment or an additional or new Registration Statement being filed
and approved, the deferred registration costs of $134,612 were written off in
the Statement of Operations for the year ended December 31, 1999.
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<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,
2000, 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 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.
8
<PAGE>
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, May, 1999 and
March, 2000 further loans for the sums of $10,000, $26,970, $100,000, $10,000,
$75,000 and $5,685 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.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS FOR THE PERIOD ENDED MARCH 31, 2000
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, 2000, 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, 2000, Paragon had a net working capital shortfall of $315,254 and
an accumulated deficit, since inception of $470,395 which consists primarily of
general and administrative expenses of $305,305 (including professional fees
incurred with respect to compliance with SEC reporting requirements and premiums
incurred on directors and officers insurance policies) and $134,612 related to
deferred registration costs incurred in earlier years and expensed in 1999. To
date, PAR Holding Co., LLC, a principal Shareholder of Paragon has loaned
Paragon a total of $287,655 to cover its working capital shortfall, consisting
9
<PAGE>
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, a $10,000 loan in September,
1998, and a $5,685 loan in March, 2000.
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 business operations and thus had no computer
systems which could have been affected by the Year 2000 problem. To date,
Paragon's transfer agent, Continental Stock Transfer and Trust Company, has not
experienced any Year 2000 problems which affected Paragon.
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
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.
Registrant
PARAGON ACQUISITION COMPANY, INC.
Date: 05/03/2000 /s/ Mitchell A. Kuflik
---------------------------------
Mitchell A. Kuflik
President
Date: 05/03/2000 /s/ Peter A. Hochfelder
---------------------------------
Peter A. Hochfelder
Vice President and Treasurer
12
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Exhibit (27)
Paragon Acquisition Company, Inc.
Financial Data Schedule
For The Quarter Ended March 31, 2000
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS FOR THE QUARTER ENDED MARCH 31, 2000, AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 4,079
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 9,279
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 9,279
<CURRENT-LIABILITIES> 324,533
<BONDS> 0
0
0
<COMMON> 34,141
<OTHER-SE> (349,395)
<TOTAL-LIABILITY-AND-EQUITY> 9,279
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 22,196
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,240
<INCOME-PRETAX> (26,436)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (26,436)
<EPS-BASIC> (0.01)
<EPS-DILUTED> (0.01)
</TABLE>
