FORM 10-QSB/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 333-34283
STAMPEDE WORLDWIDE, INC.
(Exact name of registrant as specified in its charter)
FLORIDA
(State or other jurisdiction of incorporation or organization)
58-2235301
(I.R.S. Employer Identification No.)
3910 Riga Boulevard, Tampa, Florida 33619
(Address of principal executive offices) (Zip Code)
(813) 630-2762
(Registrant's telephone number, including area code)
Chronicle Communications, Inc.
(Former name, former address and former fiscal year, if changed since last
report)
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 (or for such 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
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a
plan confirmed by a court.
Yes ___ No ___
APPLICABLE ONLY TO CORPORATE ISSUERS:
The number of shares outstanding of each of the issuer's classes of common
stock, as of September 26, 2000, was 98,583,080 shares, all of one class,
$0.001 value.
Transitional Small Business Disclosure Format (check one);
Yes ___ No X
PART I--FINANCIAL INFORMATION
Item 1. Financial Statements.
Stampede Worldwide, Inc. and Subsidiaries
Consolidated Balance Sheets
June 30, 2000 September 30,
(Unaudited) 1999
----------- -----------
Assets
Current Assets:
Cash $ 80,357 $ 7,707
Accounts receivable,
net of allowance 253,975 197,218
Inventory 51,577 32,110
Other current assets 549,465 101,413
----------- -----------
Total current assets 935,374 338,448
Property and Equipment, net of
accumulated depreciation 3,663,856 1,334,850
Advances to stockholders 1,035,153 491,308
Other assets 855,424 608,749
----------- -----------
Total assets $6,489,807 $2,773,355
=========== ===========
Liabilities and Stockholders' Equity
Current liabilities:
Bank overdraft $ -0- $ 31,944
Short-term notes 121,346 322,321
Current maturities of
long-term debt 168,000 1,178,390
Accounts payable 236,181 1,585,523
Accrued payroll liabilities 347,224 532,231
Other accrued liabilities 107,978 819,072
----------- -----------
Total current liabilities 980,729 4,469,481
Long-term liabilities 2,563,094 192,000
Stockholders' equity:
Common stock, $0.001 par value,
100,000,000 shares authorized,
71,325,811 and 15,374,199 shares
issued and outstanding at June
30, 2000 and September 30 1999 12,643,815 5,825,903
Accumulated deficit (9,697,831) (7,714,029)
----------- -----------
Total stockholders' equity 2,945,984 (1,888,126)
----------- -----------
Total liabilities and
stockholders' equity $6,489,807 $2,773,355
=========== ===========
See accompanying notes to financial statements
Stampede Worldwide, Inc. and Subsidiaries
Consolidated Statements of Operations
(Unaudited)
For the three months ended
June 30,
2000 1999
----------- -----------
Sales $ 505,183 $ 365,139
Cost of sales 212,245 578,075
----------- -----------
Gross profit 292,938 (212,936)
----------- -----------
Operating expenses:
General and administrative 1,014,069 856,069
Interest 32,594 57,740
----------- -----------
Total operating expenses 1,046,663 913,809
----------- -----------
Net loss from operations $ (753,725) $(1,126,745)
=========== ===========
Net loss per share $ (0.01) $ (0.13)
=========== ===========
Weighted average shares outstanding 65,611,148 8,701,964
=========== ===========
See accompanying notes to financial statements
Stampede Worldwide, Inc. and Subsidiaries
Consolidated Statements of Operations
(Unaudited)
For the nine months ended
June 30,
2000 1999
----------- -----------
Sales $ 1,409,101 $ 1,427,138
Cost of sales 912,875 1,434,454
----------- -----------
Gross profit 496,226 (7,316)
----------- -----------
Operating expenses:
General and administrative 3,663,336 2,040,532
Interest 114,633 167,408
----------- -----------
Total operating expenses 3,777,969 2,207,940
----------- -----------
Net loss from operations $(3,281,743) $(2,215,256)
Loss on disposal of assets (90,717) -0-
Gain on disposal of
discontinued operations 1,388,657 -0-
----------- -----------
Net loss $(1,983,803) $(2,215,256)
=========== ===========
Net loss per share $ (0.05) $ (0.25)
=========== ===========
Weighted average shares outstanding 41,332,283 8,701,964
=========== ===========
See accompanying notes to financial statements
Stampede Worldwide, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
For the nine months ended
June 30,
2000 1999
----------- -----------
Operating activities
Net loss $(1,983,803) $(2,215,256)
Adjustments to reconcile
net loss to net cash provided
(used) by operating activities:
Depreciation and amortization 163,081 127,035
Contribution of services -0- 106,750
Loss on sale of assets 19,319 -0-
Loss on investments 71,398 -0-
Gain on disposal of
discontinued operations (1,388,657) -0-
Common stock issued for operations 1,723,838 1,658,112
Increase or decrease in, net of
effects of acquisitions and
segment disposal:
Accounts receivable (116,147) 2,950
Inventory (24,834) 40,017
Other current assets 192,535 -0-
Other assets (109,839) (261,113)
Accounts payable (111,564) (322,542)
Accrued liabilities (136,682) 227,346
----------- -----------
Net cash used by operating
activities (1,701,355) (636,701)
----------- -----------
Investing activities
Purchase of fixed assets (666,725) -0-
Increase in investments (199,471) (50,000)
Liquidation of a segment (6,303) -0-
----------- -----------
Net cash used by investing activities (872,499) (50,000)
----------- -----------
Financing activities
Bank overdraft (31,944) 190,866
Increase in debt -0- 164,263
Principal payments of debt (381,897) (2,649)
Stockholders' repayments (advances) 7,598 (228,935)
Proceeds from issuance of stock 3,052,747 555,371
----------- -----------
Net cash provided by
financing activities 2,646,504 678,916
----------- -----------
Net increase (decrease) in cash 72,650 (7,785)
----------- -----------
Cash at beginning of period 7,707 14,457
Cash at end of period $ 80,357 $ 6,672
=========== ===========
Supplemental schedule of noncash investing and financing activities
Stock issued for
stockholders' advances $ 551,443 $ 173,324
Stock issued for acquisitions $ 36,667 $ 39,063
Stock issued for debt repayment $ 85,097 $ 50,582
Stock issued for operations $ 1,723,838 $ 1,658,112
Stock issued for receivables $ 641,000 $ -0-
Stock issued for liabilities $ 727,120 $ -0-
Property and equipment
purchased with notes $ 2,834,094 $ -0-
See accompanying notes to financial statements
Stampede Worldwide, Inc. and Subsidiaries
Notes to Financial Statements
(Unaudited)
Note 1, Summary of Significant Accounting Policies
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB and Item 310
of Regulation S-B. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for
complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation of the results of operations for the periods presented have been
included. Operating results for the interim periods shown in this report are
not necessarily indicative of the results that may be expected for the year
ending September 30, 2000. For further information, refer to the
consolidated financial statements and footnotes thereto included in the
Company's Annual Report on Form-10-KSB.
Note 2, Corporate Acquisition
On March 17, 2000, the Company acquired substantially all of the net assets
of ETA Internet Solutions, Inc., a provider of internet-related services.
The acquisition has been accounted for utilizing the purchase method of
accounting. The purchase price for this acquisition was approximately
$286,667.
Note 3, Property and Equipment
On January 5, 2000, the Company ordered a new 6-unit Ragbeer Web-Offset
printing press from Intercontinental Engineering, Inc. for approximately
$709,000. The press was received in February and is now fully operational.
The Company has recorded this transaction under a capital lease expiring
April 2005.
On April 5, 2000, The Company purchased its new 32,000 square foot
corporate headquarters for $2,250,000. Mortgage payments will begin in
November 2000.
Note 4, Bankruptcy Petition
On November 23, 1999, the Company's subsidiary, Bright Now, Inc. filed a
petition for relief under Chapter 11 of the United States Bankruptcy Code.
On February 8, 2000, the Chapter 11 bankruptcy proceeding was converted to a
petition under Chapter 7 of the United States Bankruptcy Code for protection
from creditors, and all of the assets were liquidated to pay creditors. The
operations of Bright Now, Inc. were discontinued on February 7, 2000, and as
a result of the liquidation, the Company recorded a gain on the disposal of
operations of $1,388,657.
Note 5, Subsequent Events
On July 21, 2000, Stampede Worldwide, Inc. returned the entire right,
title, interest, and business in Bartow Communications, Inc. to its former
owner, Randy Bartow.
On September 19, 2000, Stampede Worldwide, Inc. entered into an agreement
with the Tampa Bay Buccaneers of the National Football League to become a
Pewter Partner sponsor. Stampede Worldwide, Inc. will receive stadium
signage, use of Buccaneer logos in promotions and advertising, and exclusive
designation as the official web development specialists of the Buccaneers.
The agreement is $775,000 per year for seven years. To date, Stampede
Worldwide has paid $1,000,000 for year one and a prepayment for year two.
Item 2. Management's Discussion and Analysis
This quarterly report contains forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act of 1934, as amended,
and Section 27A of the Securities Act of 1933, as amended, and is subject
to the safe harbors created by those sections. These forward-looking
statements are subject to significant risks and uncertainties, including
information included under Parts I and II of this annual report, which may
cause actual results to differ materially from those discussed in such
forward-looking statements. The forward-looking statements within this
annual report are identified by words such as "believes", "anticipates",
"expects", "intends", "may", "will" and other similar expressions regarding
the Company's intent, belief and expectations. However, these words are not
the exclusive means of identifying such statements. In addition, any
statements that refer to expectations, projections or other
characterizations of future events or circumstances and statements made in
the future tense are forward-looking statements. Readers are cautioned that
actual results may differ materially from those projected in the forward-
looking statements as a result of various factors, many of which are beyond
the control of the Company. The Company undertakes no obligation to
publicly release the results of any revisions to these forward-looking
statements that may be made to reflect events or circumstances occurring
subsequent to the filing of this quarterly report with the SEC. Readers are
urged to carefully review and consider the various disclosures made by the
Company in this quarterly report.
Background:
During the three months ended June 30, 2000 and 1999, the Company's
activities were conducted primarily in its subsidiaries. During the
quarter ended June 30, 2000, the Company's subsidiaries and their
respective businesses were as follows:
Chronicle Commercial Printing, Inc. - commercial web offset printing
Stampede Network.com, Inc. - web design and hosting, and proprietary
database programming
Spiderscape.com, Inc. - internet and catalog based computer hardware
and software retailing
Bartow Communications, Inc. - publisher of new homes real estate
guides in Metropolitan Washington, DC
During the quarter ended June 30, 1999, the Company's subsidiaries and
their respective businesses were as follows:
Bright Now, Inc. - commercial web offset printing
Bartow Communications, Inc. - publisher of new homes real estate
guides in Metropolitan Washington, DC
Additionally, the Company acted as a contract publisher of trade
association publications in South Florida.
Financial results:
The Company greatly improved its financial position as of June 30, 2000 in
contrast to its financial position at September 30,1999. Current assets
increased by $596,926 and current liabilities decreased by $3,488,752 for
the report dates. The cash balance increased by $120,008 and the accounts
payable and accrued liabilities balances decreased by $2,245,443 as of the
aforementioned dates. Furthermore, bank overdrafts have been eliminated.
Stockholders' equity has increased by $4,834,110 from a deficit of
$(1,888,126) at September 30, 1999 to a balance of $2,945,984 at June 30, 2000.
Overall, the balance sheet has increased by $3,716,452 from assets, and
liabilities and equity of $2,773,355 at September 30, 1999 to $6,489,807 at
June 30, 2000.
The Company showed an increase in revenues for the three months ended June 30,
2000 in the amount of $140,044 or an increase of 38.4% over the same period
for 1999. For the nine months ended June 30, 2000 in contrast with the same
period of 1999 revenues decreased by only $18,037 or 1.3%. The reduction in
revenues may be attributed to the downtime for the installation of the new
press for Chronicle Commercial Printing, and the elimination of the retail
portion of Americomp Computers. Management was able to decrease the cost of
sales by $365,830 and $521,579, respectively for the three and nine months
periods ended June 30, 2000 versus 1999. Additionally, the gross profit margin
improved to 58.0% and 35.2% for the three and nine months periods ended June
30, 2000 in contrast to negative 58.3% and negative 0.5% for the same periods
in 1999.
Net loss per common share, basic decreased by $0.12 to $(0.01) for the
quarter ended June 30, 2000 versus ($0.13) for the same quarter of 1999.
Additionally, net loss per common share, basic decreased by $0.21 to
$(0.05) for the nine months ended June 30, 2000 versus ($0.25) for the same
period of 1999.
Although not required for purposes of this filing, additional financial
comparisons are disclosed. Revenues increased by $160,421 or 46.5% for the
quarter ended June 30, 2000 in comparison with the quarter ended March 31,
2000. Cost of sales decreased to 42.0% from 85.7% and gross profit increased
by $243,519 for the same quarter to quarter comparison. Additionally, to
consider the impact of the increase in weighted average shares outstanding at
June 30, 2000 on the net loss per share, the June 30, 1999 weighted average
shares outstanding is applied to the three months and nine months loss at June
30, 2000. This results in a net loss per share of $(0.09) and $(0.23) and a
decrease in the net loss per share of $0.04 and $0.02 for the three and nine
months periods ended June 30, 2000, respectively.
During the current quarter the Company's management has vigorously been
eliminating and rectifying ongoing operational and administrative matters
to more effectively continue with its ongoing efforts to strengthen and
ultimately bring profitability to the Company and its shareholders. These
efforts have included significant reduction of payables, resolution of
litigation and employment contracts, and refocusing on core business
objectives. To this end, in January 2000 the Company moved into a 32,000
square foot facility that can comfortably house all divisions with more
than adequate room for growth. The new state of the art FAST-300 press
(cost - $709,000) was installed in February 2000. In March the Company
acquired the assets and talent of ETA Internet Solutions, Inc. to establish
Stampede Network.com, Inc. Also, in March 2000 the Company redeployed the
assets of our Houston based Americomp Computers to Tampa to begin the
creation of Spiderscape.com, Inc. On April 5, 2000 the Company purchased
its new Tampa facility for $2,250,000 with better than market seller
financing and no mortgage payments required before the first quarter of our
next fiscal year. Effective July 21, 2000, the Company discontinued activities
with Bartow Communications, Inc. In August 2000 the Company completed
construction of a three classroom-training center located within its corporate
facility to be used for instruction of proprietary software programs. The name
of the training center is "i-Academy" and will be operated as a division of
Stampede Network.com, Inc. Additionally, Stampede Network.com has begun
offering staffing solutions of IT professionals to our clients on a temporary
to permanent basis. September will bring the launch of our Spiderscape
subsidiary with its on-line and catalog sales of computer hardware and
software.
Liquidity and financial resources:
On February 9, 2000 the Company filed Form SB-2 for the registration of
securities to be sold to the public. The Company still has 1,416,920 shares
of common stock to offer for future sale.
During the quarters ended June 30, 2000 and 1999, the Company funded much
of its working capital needs through the sale of its common stock.
The Company's working capital ratio is positive as of June 30, 2000 and
has continued to remain in that position through the date of this filing.
Working capital at June 30, 2000 increased by $4,085,678 from working capital
at September 30, 1999. The Company's current ratio at June 30, 2000 is a
positive 1.0:1.0 ratio in sharp contrast to the negative current ratio of
1.0:13.2 at September 30, 1999.
PART II--OTHER INFORMATION
Item 2. Changes in Securities
During the three-month period ended there was no modification of any
instruments defining the rights of holders of the Company's common stock
and no limitation or qualification of the rights evidenced by the Company's
common stock as a result of the issuance of any other class of securities
or the modification thereof. Effective January 27, 2000, with written
consent of stockholders in lieu of a special meeting, the Company's
authorized common stock was increased to one hundred million shares from
thirty-five million shares. Effective April 14, 2000, with written consent of
stockholders in lieu of a special meeting, the Company amended the Articles
of Incorporation to authorize preferred stock in the amount of ten million
shares having a par value, stated value, liquidation preference, dividend
preference, voting rights, rights to convert, as determined by the board of
directors.
Item 4. Submission of Matters to a Vote of Security Holders
During the three month period ended June 30, 2000, the Company submitted
to a vote of its security holders by written consent the matters described
in Items 2 and 5.
Item 5. Other Information
By Amendment to the Articles of Incorporation filed on April 14, 2000, the
Company announced on April 20, 2000 its name change to Stampede Worldwide,
Inc. from Chronicle Communications, Inc. The Company's trading symbol on the
OTC Bulletin Board was changed to STWW from CRNC effective at the opening of
business on May 2, 2000. This information was filed in Form 8-K on
May 11, 2000.
Item 6. Exhibits and Reports on Form 8-K
Exhibit
1. Articles of Amendment
Reports on Form 8-K
Event date April 14, 2000 reporting the Company name change and trading
symbol in Item 5.
Exhibit 27 Financial Data Schedule
SIGNATURES
Pursuant to 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.
Stampede Worldwide, Inc.
(Registrant)
Date: August 14, 2000
/s/ John V. Whitman, Jr.
John V. Whitman, Jr., President and Chief Executive Officer
Date: August 14, 2000
/s/ Jay E. Ostrow
Jay E. Ostrow, Chief Financial and Accounting Officer
Exhibit 1. Articles of Amendment
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
CHRONICLE COMMUNICATIONS, INC.
Pursuant to the provisions of 607.1003, Fla. Stat., the Florida
Business Corporation Act, Chronicle Communications, Inc. does hereby amend
its Articles of Incorporation as follows:
1. The name of the corporation is Chronicle Communications, Inc.
2. This Amendment to the Articles of Incorporation was duly approved
and adopted on February 7, 2000 by written consent of a majority of the
stockholders as a whole, there being no class of stockholders entitled to
vote hereon as a separate voting group, pursuant to 607.0726, Fla. Stat.,
by written consent without a meeting, pursuant to 607.0704, Fla. Stat.,
upon the recommendation of the board of directors on February 4, 2000 by
written consent of all directors pursuant to 607.0821, Fla. Stat.
3. The total number of shares of common stock issued and outstanding
at the date of approval hereof was 31,372,522 shares and the vote of such
shares in favor hereof was 16,300,340 shares, being sufficient in all
respects for approval hereof.
4. Article 1, Section 1, of the Articles of Incorporation shall be,
and it hereby is amended to change the name of the Corporation to Stampede
Worldwide, Inc.
5. 4. Article IV of the Articles of Incorporation, as amended,
shall be and hereby is amended to add a clause "(c)", as follows:
(c) The authorized preferred stock of the Corporation shall be Ten Million
(10,000,000) Shares, having, as determined by the board of directors, a par
value, stated value, liquidation preferences and other preferences,
dividend preference, voting rights (including super majority voting
rights), right to convert into other authorized securities of the
Corporation, limitations and other features and relative rights and being
issueable, as determined by the board of directors, in one or more classes
or series within classes, each of which may be, as determined by the board
of directors, to different from all others as to the features provided
herein to be determined by the board of directors.
IN WITNESS WHEREOF, the undersigned, President of Chronicle
Communications, Inc., has executed the within Articles of Amendment this
13th day of April, 2000 and caused said Articles to be filed in the office
of the Secretary of State for the State of Florida, effective upon the
filing thereof.
(CORPORATE SEAL)
ATTEST:
/s/ Jackson L. Morris
Jackson L. Morris, Secretary
Chronicle Communications, Inc.
/s/John V. Whitman, Jr.
John V. Whitman, Jr., President
[TYPE]EX-27
<SEQUENCE>2
<TABLE> <S> <C>
[ARTICLE] 5
<S> <C>
[PERIOD-TYPE] 3-MOS
[FISCAL-YEAR-END] SEP-30-2000
[PERIOD-END] JUN-30-2000
[CASH] 80,357
[SECURITIES] 0
[RECEIVABLES] 253,975
[ALLOWANCES] 0
[INVENTORY] 51,577
[CURRENT-ASSETS] 935,374
[PP&E] 3,663,856
[DEPRECIATION] 0
[TOTAL-ASSETS] 6,489,807
[CURRENT-LIABILITIES] 980,729
[BONDS] 0
[PREFERRED-MANDATORY] 0
[PREFERRED] 0
[COMMON] 12,643,815
[OTHER-SE] 0
[TOTAL-LIABILITY-AND-EQUITY] 6,489,807
[SALES] 505,183
[TOTAL-REVENUES] 505,183
[CGS] 212,245
[TOTAL-COSTS] 212,245
[OTHER-EXPENSES] 1,014,069
[LOSS-PROVISION] 0
[INTEREST-EXPENSE] 32,594
[INCOME-PRETAX] (753,725)
[INCOME-TAX] 0
[INCOME-CONTINUING] (753,725)
[DISCONTINUED] 0
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] (753,725)
[EPS-BASIC] (0.01)
[EPS-DILUTED] (0.01)
</TABLE>
