UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8K
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): January 7, 1999
NAVIDEC, INC.
(Exact name of registrant as specified in its charter)
COLORADO 33-0502730
-------- ----------
(State or other (Employer
jurisdiction of 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
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK NO PAR VALUE
Title of Class
APPLICABLE ONLY TO CORPORATE ISSUERS:
As of December 31, 1998, Registrant had 4,708,221 shares of common stock
outstanding.
<PAGE>
NAVIDEC, INC.
-------------
INDEX
-----
PART I. OTHER EVENTS
- --------------------
Item 1. Private Placement
PART II. FINANCIAL INFORMATION
- ------------------------------
Item 1. Financial Statements
Balance Sheets as of November 30, 1998 and December 31, 1997
Statements of Operations, Eleven months ended November 30, 1998
PART III. SIGNATURES
- --------------------
Item 1. Signatures
2
<PAGE>
PART II. - OTHER EVENTS
- -----------------------
On October 10, 1998 Navidec Inc. (the "Company") commenced a private
offering of 700,000 shares of Common Stock. On November 24, 1998 the Company
closed such private offering with respect to 700,000 shares. The Total gross
proceeds received by the Company was $1,305,000.
3
<PAGE>
PART II - FINANCIAL INFORMATION
- -------------------------------
Item 1. Financial Statements
NAVIDEC, INC.
-------------
BALANCE SHEETS
--------------
November 30, December 31,
1998 1997
------------ ------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 915,000 $ 369,000
Accounts Receivable:
Trade net of $50,000 allowance
for doubtful accounts 1,403,000 726,000
Retainage 0 21,000
Cost and estimated earnings in
excess of billing 355,000 106,000
Notes Receivable 14,000 60,000
Inventory 555,000 549,000
Prepaid expenses and other current assets 237,000 86,000
----------- -----------
Total current assets $ 3,479,000 $ 1,917,000
PROPERTY AND EQUIPMENT, net 972,000 713,000
OTHER ASSETS
Restricted certificate of deposit 0 300,000
Intangibles, net 84,000 169,000
----------- -----------
Total Assets $ 4,535,000 $ 3,099,000
=========== ===========
LIABILITIES AND STOCKHOLDERS EQUITY
CURRENT LIABILITIES
Current portion of capital
lease obligations $ 37,000 $ 37,000
Notes payable 0 63,000
Accounts payable 1,095,000 778,000
Lines Payable 989,000 190,000
Other accrued liabilities 194,000 171,000
----------- -----------
Total current liabilities $ 2,315,000 $ 1,239,000
CAPITAL LEASE OBLIGATIONS,
net current portion 62,000 95,000
NOTES PAYABLE,
net current portion 0 215,000
STOCKHOLDERS EQUITY
Common stock, no par value;
20,000,000 shares authorized
3,301,000 and 3,201,000 shares
issued and outstanding $ 9,637,000 $ 6,768,000
Accumulated deficit (7,479,000) (5,218,000)
----------- -----------
Total stockholders
equity (deficit) $ 2,158,000 $ 1,550,000
TOTAL LIABILITIES and
STOCKHOLDERS EQUITY $ 4,535,000 $ 3,099,000
=========== ===========
See accompanying notes to these financial statements.
4
<PAGE>
NAVIDEC, INC.
STATEMENTS OF OPERATIONS
For the Ten Months
Ended November 30,1998
NET SALES $ 7,093,000
Cost of Sales 4,638,000
-----------
GROSS MARGIN $ 2,455,000
Operating Expenses 4,685,000
-----------
OPERATING INCOME (LOSS) $(2,230,000)
OTHER INCOME (EXPENSES)
Interest, net (31,000)
Other 0
-----------
Other, net $ (31,000)
NET INCOME (LOSS) $(2,261,000)
===========
NET LOSS PER SHARE $ (.67)
WEIGHTED AVERAGE COMMON SHARES
AND EQUIVALENTS OUTSTANDING 3,399,000
See accompanying notes to these financial statements.
5
<PAGE>
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 periods 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 - From November 1997 to April 1998, the Company raised
additional capital in a private placement offering of 594,500 units at
$4.50 per unit (comprised of 594,500 shares of common stock and warrants
for the purchase of 594,500 shares of common stock) which provided gross
proceeds to the Company of approximately $2,229,750. Each warrant allows
the holder to purchase one share of common stock at an exercise price of
$7.20 for a period extending through February 10, 2002. The warrants are
redeemable by the Company at $.05 per warrant upon 30 days notice if the
market price of the Company's common stock for 20 consecutive trading days
within the 30 day period preceding the date the notice is given equals or
exceeds $8.40. Offering costs associated with the private placement
included sales commissions and non-accountable expenses totaling 13% of the
proceeds of the offering, as well as placement agent warrants to purchase
59,450 units for 5 years from the date of closing at $4.50 per unit. In
addition, the Company agreed to issue any broker or registered agent who
placed four or more units (consisting of 6,000 units or $27,000 each) one
broker warrant for each $20 sold. During the private placement the Company
issued 121,613 warrants to brokers or registered agents. This offering was
made pursuant to Rule 506 of Regulation D under the Securities Act of 1933,
as amended, as an offering not involving any public offering solely to
accredited and not more than 35 sophisticated investors.
6
<PAGE>
From October 1998 to November 1998, the Company raised additional capital
in a private placement offering of 700,000 shares at $2.00 per share of
common stock which provided gross proceeds to the Company of approximately
$1,305,000. Offering costs associated with the private placement included
sales commissions totaling 8% of the proceeds of the offering. In addition,
the Company agreed to issue any broker or registered agent who placed fifty
thousand or more shares one broker warrant for each $20 sold. During the
private placement the Company issued 48,000 warrants to brokers or
registered agents. This offering was made pursuant to Rule 506 of
Regulation D under the Securities Act of 1933, as amended, as an offering
not involving any public offering solely to accredited and not more than 35
sophisticated investors.
COMPREHENSIVE INCOME
In June, 1997 the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No 130, Reporting Comprehensive Income ("FAS
130"). FAS 130, which is effective for fiscal years beginning after
December 15, 1997, defines comprehensive income as all changes in
shareholder equity exclusive of transactions with owners, such as capital
investments. Comprehensive income includes net income or loss, changes in
certain assets and liabilities that are reported directly in equity such as
translation adjustments on investments in foreign subsidiaries, and certain
changes in minimum pension liabilities. The Company's comprehensive income
(loss) was equal to its net income (loss) for the three and nine month
periods ended September 30, 1998 and 1997.
NOTES PAYABLE
Notes payable at November 30, 1998, consists of the following:
Note payable to a VSI Holdings Inc at 9% per
annum due and Payable upon maturity on
December 31, 1998, collateralized by the
assets of the company. $800,000
PART III. SIGNATURES
- --------------------
Item 1. Signatures
In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
NAVIDEC, INC.
-------------
Date: January 5, 1999 By /S/ RALPH ARMIJO
------------------------------------
Ralph Armijo
President and CEO
By /S/ PAT MAWHINNEY
------------------------------------
Pat Mawhinney
Chief Financial Officer
