UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): April 30, 1998
NAVIDEC, INC.
(Exact name of registrant as specified in its charter)
COLORADO 0-29098 33-0502730
(State or other (Commission (Employer
jurisdiction of File Number) Identification No.)
incorporation)
14 INVERNESS DRIVE, SUITE F-116, ENGLEWOOD, CO 80112
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 303-790-7565
NAVIDEC, INC.
INDEX
ITEM 5. OTHER EVENTS
Private Placement Closing
ITEM 7. FINANCIAL STATEMENTS
Balance Sheets as of April 30, 1998 and December 31, 1997
Statements of Operations, Four months ended April 30, 1998
Statements of Cash Flows,
Four months ended April 31, 1998
Notes to Financial Statements
ITEM 5. OTHER EVENTS
On April 13, 1998 the Company closed a private offering with respect to
99.75 Units. The Total gross proceeds received by the Company were
$2,693,000 less commissions and non-accountable expenses totaling 13% for a
net of $2,262,000. The Offering commenced on November 6, 1997 Navidec Inc.
(the "Company") commenced a private offering of 100 units of its securities
(the "Units"), each Unit consisting of 6,000 shares of Common Stock and 6,000
Common Stock Purchase Warrants. The financial statements, which are attached
as Item 7, reflect the affect of this private placement on the Company's
balance sheet.
ITEM 7. - FINANCIAL STATEMENTS
NAVIDEC, INC.
______________
BALANCE SHEETS
_______________
NAVIDEC, INC.
BALANCE SHEETS
<TABLE>
<CAPTION>
April 30, December 31,
1998 1997
(Unaudited)
ASSETS
CURRENT ASSETS:
<S> <C> <C>
Cash and cash equivalents $819,000 $369,000
Accounts Receivable:
Trade net of $50,000
allowance for doubtful
accounts $847,000 $726,000
Retainage $21,000
Cost and estimated earnings
in excess of billing $369,000 $106,000
Notes Receivable $45,000 $60,000
Inventory $363,000 $549,000
Prepaid expenses and
other current assets $113,000 $86,000
______________ _______________
Total current assets $2,555,000 $1,917,000
PROPERTY AND EQUIPMENT, net $720,000 $713,000
OTHER ASSETS
Restricted certificate
of deposit $300,000 $300,000
Intangibles, net $84,000 $169,000
________________ ________________
Total Assets $3,659,000 $3,099,000
================ ================
LIABILITIES AND STOCKHOLDERS EQUITY
CURRENT LIABILITIES
Current portion of
capital lease obligations $37,000 $37,000
Notes payable $63,000 $63,000
Accounts payable $481,000 $778,000
Payable to factor $125,000 $190,000
Other accrued liabilities $163,000 $171,000
_________________ _______________
Total current liabilities $870,000 $1,239,000
CAPITAL LEASE OBLIGATIONS,
net current portion $94,000 $95,000
NOTES PAYABLE,
net current portion $195,000 $215,000
STOCKHOLDERS EQUITY
Common stock, no par value;
20,000,000 shares authorized
3,301,000 and 3,201,000 shares
issued and outstanding $8,311,000 $6,768,000
Accumulated deficit (5,812,000) (5,218,000)
_______________ _______________
Total stockholders
equity (deficit) $2,500,000 $1,550,000
TOTAL LIABILITIES and
STOCKHOLDERS EQUITY $3,659,000 $3,099,000
=============== ================
</TABLE>
See accompanying notes to these financial statements.
NAVIDEC, INC.
STATEMENTS OF OPERATIONS
For the Four Months
Ended April 30,1998
<TABLE>
<CAPTION>
<S> <C>
NET SALES $2,341,000
Cost of Sales $1,426,000
________________
GROSS MARGIN $915,000
Operating Expenses $1,479,000
OPERATING INCOME (LOSS) $(564,000)
OTHER INCOME (EXPENSES)
Interest, net $(29,000)
Other $ 0
_______________
Other, net $(29,000)
NET INCOME (LOSS) $(593,000)
================
NET LOSS PER SHARE $ (.17)
WEIGHTED AVERAGE COMMON SHARES
AND EQUIVALENTS OUTSTANDING 3,385,000
See accompanying notes to these financial statements.
NAVIDEC, INC.
STATEMENTS OF CASH FLOWS
FOR THE FOUR MONTHS ENDED
April 30, 1998
(Unaudited)
</TABLE>
<TABLE>
<CAPTION>
Cash flows from operating activities
<S> <C>
Net Loss $(593,000)
Adjustments to reconcile net
loss to net cash used
by operating activities:
Depreciation and amortization $266,000
Changes in operating
assets and liabilities
Decrease (increase) in accounts
receivable $(100,000)
Decrease (increase) in costs
and estimated earnings $(263,000)
Decrease (increase) in inventory $186,000
Decrease (increase) in prepaid expenses $(27,000)
Increase (decrease) in accounts payable $(297,000)
Increase (decrease) in accrued expenses $(8,000)
Net cash provided by (used in)
operating activities $(836,000)
Cash flows from investing activities:
Purchases of fixed assets $(186,000)
Cash flows from financing activities:
Proceeds from sale of Accounts receivable $494,000
Payments on Notes Payable/Lease Payable $(580,000)
Decrease (increase) in notes receivable $15,000
Issuance of common stock $1,543,000
Net cash provided by (used in)
financing activities $1,472,000
Net increase in cash $450,000
</TABLE>
See accompanying notes to these financial statements.
NOTES TO FINANCIAL STATEMENTS
Unaudited Financial Statements
The unaudited financial statements and related notes to the financial
statements presented herein have been prepared by the Company pursuant to the
rules and regulations of the Securities and Exchange Commission.
Accordingly, certain information and footnote disclosures normally included
in financial statements prepared in accordance with generally accepted
accounting principles have been omitted pursuant to such rules and
regulations. The accompanying financial statements were prepared in
accordance with the accounting policies used in the preparation of the
Company's audited financial statements included in its Annual Report on Form
10-KSB for the fiscal year ended December 31, 1997, and should be read in
conjunction with such financial statements and notes thereto.
In the opinion of management, all adjustments (consisting only of normal
recurring adjustments) which are necessary for a fair presentation of
operating results for the interim period presented have been made.
Stockholders' Equity
Public Stock Offering - On February 14, 1997, the Company completed an
initial public stock offering of 1,000,000 Units (comprised of
1,000,000 shares of common stock and warrants for the purchase of
1,000,000 shares of common stock) which provided gross proceeds to the
Company of approximately $4,555,000. Simultaneous with the offering
convertible debenture holders converted $1,438,000 in convertible notes into
common stock and warrants. Included in the 1,000,000 Units are
245,000 shares of common stock offered by the holders of the unsecured
subordinated convertible promissory notes. Each warrant allows the holder to
purchase one share of common stock at an exercise price of $7.20 for a period
of five years after the date of the offering. The warrants are redeemable by
the Company at $.05 per warrant upon 30 days notice if the market price of
the common stock for 20 consecutive trading days within the 30-day period
preceding the date the notice is given equals or exceeds $8.40. The Company
also sold to the underwriter at the close of the public offering underwriters
warrants, at a price of $0.001 per warrant, to purchase 100,000 shares of
common stock exclusive of the over-allotment. The underwriters warrants are
exercisable for 4 years beginning in February 1998 at $7.38 per share.
Stock Split - During 1996, the Company declared a 1 for 2 reverse stock split
and 510.2041 to 1 stock split. The Company also declared a .85 for 1 reverse
stock split which became effective upon the initial public offering in
February 1997. All common stock reflected in the financial statements and
accompanying notes reflect the effect of the split and reverse split.
Private Placement The Company recently completed a private placement. The
offering provided for a maximum amount of $2,700,000 with no minimum
consisting of a maximum of 600,000 units (comprised of one share of common
stock and one warrant) at $4.50 per unit. Each warrant allows for the holder
to purchase one share of common stock at an exercise price of $7.20 for a
period extending though February 10, 2002. The warrants are redeemable by
the Company at $.05 per warrant upon 30 days notice if the market price for
20 consecutive trading days within the 30-day period preceding the date the
notice is given equals or exceeds $8.40. The Company is required by the
terms of the placement agreement to register the common shares and the common
shares underlying the warrants within 45 day of filing the Company's 10-KSB
for the year ended December 31, 1997. Offing costs associated with the
private placement include underwriting commissions and non-accountable
expenses totaling 13% of proceeds, as well as placement agent warrants to
purchase units for 5 years from the date of closing at $4.50 per unit. In
addition, the Company has agreed to issue any broker or registered agent who
places four or more placement units (consisting of 6,000 units or $27,000
each) on broker warrant for each $20 sold at a price of $4.50. As of April
13, 1998, the Company had closed on the private placement for a total of
$2,693,000 net of offering costs of $429,000. No warrants had been issued to
brokers or registered representatives as of April 30, 1998.
Notes Payable
Notes payable at April 30, 1998, consists of the following:
Note payable to a bank, interest at prime
plus 1/2% (8.75% as of April 30, 1998)
and principal payments of $5,000 payable
monthly with remaining principal paid
upon maturity in June 2002, collateralized
by a CD owned by the company. $255,000
Note payable to officer/director /shareholder,
principal along with interest at 10% per annum
due on December 31, 1998. $ 4,000
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
NAVIDEC, INC.
Date: May 19, 1998
By /S/ RALPH ARMIJO
Ralph Armijo
President and CEO
By /S/ PAT MAWHINNEY
Pat Mawhinney
Chief Financial Officer
