<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to _____________
Commission file number: 001-13749
COLUMBIA CAPITAL CORP.
--------------------------------------------------------
(Name of small business issuer specified in its charter)
Delaware 11-3210792
- --------------------------------- -------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1157 North 5th Street, Abilene, Texas 79601
------------------------------------------------------------
(Address of principal executive offices, including zip code)
915-674-3110
------------------------------------------------
(Issuer's telephone number, including area code)
1157 North 5th Street, Abilene. Texas 79601
----------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Securities registered under Section 12(b) of the Exchange Act:
Name of each exchange
Title of each class on which registered
------------------- ---------------------
None None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $0.001 par value per share
----------------------------------------
(Title of Class)
<PAGE>
Check whether the issuer: (i) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (ii) has been
subject to such filing requirements for the past 90 days. Yes X No
--- ---
The number of shares outstanding of the issuer's Common Stock as of November 12,
1999 was 38,511,512 shares.
Transactional Small Business Disclosure Format (Check one): Yes No X
--- ---
THIS QUARTERLY REPORT ON FORM 10-QSB (THE "REPORT") MAY BE DEEMED TO
CONTAIN FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING STATEMENTS IN THIS REPORT OR
HEREAFTER INCLUDED IN OTHER PUBLICLY AVAILABLE DOCUMENTS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION"), REPORTS TO THE COMPANY'S
STOCKHOLDERS AND OTHER PUBLICLY AVAILABLE STATEMENTS ISSUED OR RELEASED BY THE
COMPANY INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH
COULD CAUSE THE COMPANY'S ACTUAL RESULTS, PERFORMANCE (FINANCIAL OR OPERATING)
OR ACHIEVEMENTS TO DIFFER FROM THE FUTURE RESULTS, PERFORMANCE (FINANCIAL OR
OPERATING) OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING
STATEMENTS. SUCH FUTURE RESULTS ARE BASED UPON MANAGEMENT'S BEST ESTIMATES BASED
UPON CURRENT CONDITIONS AND THE MOST RECENT RESULTS OF OPERATIONS. THESE RISKS
INCLUDE, BUT ARE NOT LIMITED TO, THE RISKS SET FORTH HEREIN, EACH OF WHICH COULD
ADVERSELY AFFECT THE COMPANY'S BUSINESS AND THE ACCURACY OF THE FORWARD-LOOKING
STATEMENTS CONTAINED HEREIN.
ii
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
<PAGE>
COLUMBIA CAPITAL CORP.
____________________
Consolidated Financial
Statements - (Unaudited)
____________________
September 30, 1999
<PAGE>
<TABLE>
COLUMBIA CAPITAL CORP.
CONSOLIDATED BALANCE SHEET
NINE MONTHS ENDED SEPTEMBER 30, 1999 (UNAUDITED) AND
YEAR ENDED DECEMBER 31, 1998 (AUDITED)
<CAPTION>
September 30, December 31,
ASSETS 1999 1998
(Unaudited) (Audited)
----------------- -----------------
<S> <C> <C>
Current assets
Cash and cash equivalents $ 975,566 $ 268,400
Interest bearing deposits with banks 501,000 501,000
Accounts receivable, net 148,765 447,844
Prepaid expenses 434,423 582,633
Federal income tax receivable 512,205 81,602
Stock purchase contract receivable 2,500,000 -
Other assets 115,000 -
----------------- -----------------
Total current assets 5,186,959 1,881,479
Premises and equipment 1,884,261 1,763,326
Less accumulated depreciation 554,068 260,381
----------------- -----------------
Net property and equipment 1,330,193 1,502,945
Other assets
Deferred tax asset 101,162 34,113
Goodwill, net of accumulated amortization of $117,684 and $81,162 856,240 892,762
----------------- -----------------
Total other assets 957,402 926,875
----------------- -----------------
TOTAL ASSETS $ 7,474,554 $ 4,311,299
================= =================
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Accounts payable $ 2,116,280 $ 298,840
Accrued expenses and other liabilities 510,365 265,521
Current portion of note payable - American State Bank 12,162 11,395
Notes payable - related party - 700,000
Accrued interest payable 573 5,945
----------------- -----------------
Total current liabilities 2,639,380 1,281,701
Long term portion of note payable - American State Bank 129,625 143,182
----------------- -----------------
Total liabilities 2,769,005 1,424,883
SHAREHOLDER'S EQUITY
Common stock, $.001 par value; 50,000,000 shares
authorized; 38,511,512 issued and outstanding 38,512 12,765
Additional paid-in capital 5,595,646 1,990,715
Retained earnings (928,609) 882,936
----------------- -----------------
Total shareholders' equity 4,705,549 2,886,416
----------------- -----------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 7,474,554 $ 4,311,299
================= =================
</TABLE>
The accompanying notes are an integral
part of these consolidated financial statements
<PAGE>
<TABLE>
COLUMBIA CAPITAL CORP.
CONSOLIDATED INCOME STATEMENTS - UNAUDITED
<CAPTION>
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
------------------------------------ -----------------------------------
1999 1998 1999 1998
---------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
REVENUE
Pride $ 11,000 $ 84,000 $ 157,000 $ 263,000
Credit card 281,142 3,041,514 3,797,474 7,740,448
Banking - 150,629 73,842 616,018
Mail operations 18,759 383,841 192,279 826,255
Courier - 8,850 950 51,235
Fi-Scrip 154,288 - 510,979 -
Other 4,379 9,561 6,033 18,877
---------------- ---------------- ---------------- ----------------
Total operating revenue 469,568 3,678,395 4,738,557 9,515,833
EXPENSES
Salaries and employee benefits 767,403 856,382 2,482,695 2,307,886
Equipment and software lease 540,356 489,729 2,016,083 1,318,048
Facilities rent 79,877 113,311 281,059 333,474
Repair and maintenance 111,261 163,785 365,100 438,642
Depreciation 92,973 53,884 282,255 124,685
Amortization of goodwill 12,174 12,174 36,522 36,522
Computer and office supplies 27,694 166,944 192,416 459,708
Telephone 43,590 228,732 192,334 669,037
Professional and outside services 121,942 290,599 575,871 557,989
Taxes 19,869 15,485 73,415 52,427
Travel and entertainment 25,368 40,953 66,930 92,656
Other operating (277,905) 163,406 301,208 374,983
---------------- ---------------- ---------------- ----------------
Total operating expenses 1,564,602 2,595,384 6,865,888 6,766,057
---------------- ---------------- ---------------- ----------------
INCOME (LOSS) FROM OPERATIONS (1,095,034) 1,083,011 (2,127,331) 2,749,776
Recovery of bad debt 224,925 0 224,925 0
Interest income 39,287 13,916 63,347 34,607
Interest expense (23,504) (28,320) (72,826) (96,010)
---------------- ---------------- ---------------- ----------------
Other Total other expense 240,708 (14,404) 215,446 (61,403)
---------------- ---------------- ---------------- ----------------
INCOME (LOSS) BEFORE TAX (854,326) 1,068,607 (1,911,885) 2,688,373
Income tax expense (benefit) (290,413) 364,469 (647,932) 915,189
---------------- ---------------- ---------------- ----------------
NET INCOME (LOSS) $ (563,913) $ 704,138 $ (1,263,953) $ 1,773,184
================ ================ ================ ================
Basic earnings (loss) per share $ -0.03 $ 0.06 $ -0.09 $ 0.14
================ ================ ================ ================
Diluted earnings (loss) per share $ -0.03 $ 0.05 $ -0.09 $ 0.14
================ ================ ================ ================
</TABLE>
The accompanying notes are an integral
part of these consolidated financial statements
<PAGE>
<TABLE>
COLUMBIA CAPITAL CORP.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
NINE MONTHS ENDED SEPTEMBER 30, 1999 (UNAUDITED) AND
YEAR ENDED DECEMBER 31, 1998 (AUDITED)
<CAPTION>
Common Stock Accumulated
----------------------------------- Paid-In (Deficit)
Shares Amount Capital Earnings Total
---------------- ---------------- ---------------- --------------- ----------------
<S> <C> <C> <C> <C> <C>
BALANCE - DECEMBER 31, 1997 12,500,000 $ 12,500 $ 1,681,230 $ (481,739) $ 1,211,991
Issuance of common stock 265,000 265 281,485 281,750
Stock options 28,000 28,000
Net loss - - - 1,364,675 1,364,675
---------------- ---------------- ---------------- --------------- ----------------
BALANCE - DECEMBER 31, 1998 12,765,000 12,765 1,990,715 882,936 2,886,416
Issuance of common stock 5,746,512 5,747 945,381 951,128
Stock subscription 20,000,000 20,000 2,480,000 2,500,000
Acquisition of Fi-Scrip 179,550 (547,592) (368,042)
Net income - - - (1,263,953) (1,263,953)
---------------- ---------------- ---------------- --------------- ----------------
BALANCE - SEPTEMBER 30, 1999 38,511,512 $ 38,512 $ 5,595,646 $ (928,609) $ 4,705,549
================ ================ ================ =============== ================
</TABLE>
The accompanying notes are an integral
part of these consolidated financial statements
<PAGE>
<TABLE>
COLUMBIA CAPITAL CORP.
CONSOLIDATED STATEMENT OF CASH FLOWS - UNAUDITED
<CAPTION>
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
------------------------------ -------------------------------
1999 1998 1999 1998
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income $ (563,913) $ 704,138 $ (1,263,953) $ 1,773,184
Adjustments to reconcile net income to
net cash provided by operations
Depreciation and amortization 117,321 66,058 318,777 161,208
Deferred income taxes (74,580) (921) (67,049) 144,636
(Increase) decrease in
Accounts receivable (126,092) 83,023 (131,524) (236,727)
Deposits, prepaid expenses and other assets 24,063 340,522 33,210 (469,238)
Increase in accruals and accounts payable 502,293 (357,820) 2,056,912 382,202
-------------- -------------- -------------- --------------
Net cash (used in) provided by operating activities (120,908) 835,000 946,373 1,755,265
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets - (443,339) (109,503) (887,859)
Proceeds from the sale of fixed assets (9,844) - - -
Investment in subsidiary - - (368,042) -
Investment in interest bearing deposit - - - (300,000)
-------------- -------------- -------------- --------------
Net cash used in investing activities (9,844) (443,339) (477,545) (1,187,859)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from line of credit, net of payments (1,121,524) (151,624) (712,790) (441,624)
Issuance of common stock 914,128 113,000 951,128 326,750
-------------- -------------- -------------- --------------
Net cash (used in) provided by financing activities (207,396) (38,624) 238,338 (114,874)
-------------- -------------- -------------- --------------
NET (DECREASE) INCREASE IN CASH
AND CASH EQUIVALENTS (338,148) 353,037 707,166 452,532
Cash and cash equivalents at beginning of period 1,313,714 117,356 268,400 17,861
-------------- -------------- -------------- --------------
CASH AND CASH EQUIVALENTS END OF PERIOD, $ 975,566 $ 470,393 $ 975,566 $ 470,393
============== ============== ============== ==============
SUPPLEMENTAL DISCLOSURE
OF CASH FLOW INFORMATION:
Interest paid $ 23,504 $ 28,320 $ 72,826 $ 96,010
Taxes paid - 324,000 - 760,000
</TABLE>
The accompanying notes are an integral
part of these consolidated financial statements
<PAGE>
COLUMBIA CAPITAL CORP.
Notes to Consolidated Financial Statements
NOTE 1: Summary of Significant Accounting Policies
Principles of Consolidation
The accompanying consolidated financial statements include the
accounts of Columbia Capital Corp. (the Company) and its wholly-owned
subsidiaries, First Independent Computers, Inc. ("FICI") and
Fi-Scrip, Incorporated ("Fi-Scrip"). Intercompany accounts and
transactions have been eliminated.
Organization and Nature of Operations
The Company was organized under the laws of the State of Delaware on
February 5, 1993. The Company completed a private offering of its
common stock in November 1993 (See Note 2).
FICI was incorporated on October 21, 1983, pursuant to the provisions
of the Texas Business Corporation Act. FICI's business activities
include the processing of credit card purchases for numerous
businesses in various industries throughout the United States and
data processing for various banks.
Fi-Scrip, a Nevada corporation, engages in the financial services
business by marketing computer processing services for Automated
Teller Machines ("ATM's") transactions, debit terminal transactions
and Electronic Benefits Transfer system ("EBT") transactions.
Fi-Scrip and its co-venturer, Norstar, Inc., of Orlando, Florida, an
entity in which Fi-Scrip has a 25% ownership interest, contract with
merchants and independent service organizations for deployment of
terminals and services.
Management Representation
Management believes the financial statements include all adjustments
necessary in order to present a fair presentation and ensure that the
financial statements are not misleading.
Cash and Cash Equivalents
The Company considers investments with an original maturity of three
months or less to be cash equivalents.
Use of Estimates in the Preparation of Financial Statements
The preparation of 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 consolidated financial statements and the reported
amounts of revenues and expenses during the reporting periods.
Actual results could differ from those estimates.
Accounts Receivable
The Company utilizes the allowance method for uncollectible accounts
receivable. Management estimates the uncollectible accounts and
provides for them in the allowance. The balance of the allowance for
uncollectible accounts was $20,000 and $270,000 at September 30, 1999
and December 31, 1998.
<PAGE>
COLUMBIA CAPITAL CORP.
Notes to Consolidated Financial Statements
NOTE 1: Summary of Significant Accounting Policies - continued
Revenue Recognition
The Company recognizes revenue when services have been provided to
the customer.
Property, Plant and Equipment
Fixed assets of the Company are reported at historical cost.
Depreciation and amortization on assets purchased are computed by the
following methods and useful lives:
Furniture and fixtures Straight-line 5 years
Electronic equipment Straight-line 5-7 years
Automobiles Straight-line 3-5 years
Office equipment Straight-line 5 years
Computer software Straight-line 3 years
Depreciation is computed using the straight line method over the
estimated useful lives for financial statement purposes and an
accelerated method of cost recovery over statutory recovery periods
for tax purposes. Repairs and maintenance are expensed, whereas
additions and improvements are capitalized.
Intangible Assets
Intangible assets are reported at historical cost and consist of
goodwill. Goodwill is amortized using the straight-line method over
20 years. The Company has adopted the provisions of Statement of
Financial Accounting Standards ("SFAS") No. 121, under which the
Company reviews its long-lived assets for impairment whenever events
or changes in circumstances indicate that the carrying amount of the
asset may not be recovered. No provision for impairment has been
recognized with respect to the Company's long lived assets.
Prepaid Assets
The Company has expenditures which benefit future periods which are
recorded as prepaid assets or deferred costs and are amortized on a
straight-line basis over the estimated or known period of benefit.
Such prepaid assets and deferred costs include prepaid insurance,
maintenance contracts, certain software licenses and supplies used in
the normal operation of business.
Federal Income Taxes
Deferred tax assets and liabilities are recognized for deductible and
taxable temporary differences respectively. Temporary differences are
the differences between the reported amounts of assets and
liabilities and their tax bases. Deferred tax assets may be reduced
by a valuation allowance when and if, in the opinion of management,
the tax asset will, in part or in all, not be realized. Deferred tax
assets and liabilities are adjusted for the effects of changes in tax
laws and rates on the date of enactment.
<PAGE>
COLUMBIA CAPITAL CORP.
Notes to Consolidated Financial Statements
NOTE 1: Summary of Significant Accounting Policies - continued
Per Share Data
In February 1997, Statement of Financial Accounting Standards No.
128, "Earnings Per Share" (SFAS 128) was issued. Under SFAS 128, net
earnings per share ("EPS") are computed by dividing net earnings by
the weighted average number of shares of common stock outstanding
during the period. SFAS 128 replaces fully diluted EPS, which the
Company was not previously required to report, with EPS, assuming
dilution. The Company adopted SFAS 128 effective December 31, 1998.
The effect of this accounting change on previously reported EPS data
is not significant. The computation of basic earnings (loss) per
share of common stock is based on the weighted average number of
shares outstanding for the nine months ended September 30, 1999 and
1998 of 14,189,094 and 12,574,586 respectively, adjusted
retroactively to reflect the one for two reverse split effective
September 1, 1997. The computation of diluted earnings (loss) per
share of common stock is based on the weighted average number of
shares and equivalent shares outstanding for the nine months ended
September 30, 1999 and 1998 of 14,573,039 and 12,676,864,
respectively. No potential common shares existed at December 31,
1998; therefore, basic loss per share equals diluted loss per share
at that date.
Preferred Stock
The Company, under its articles of incorporation, has the authority
to issue up to five million (5,000,000) shares of preferred stock
with a par value of $.001 each, totaling five thousand dollars
($5,000). The Board of Directors is authorized to provide for the
issuance of the shares of preferred stock in series by filing a
certificate pursuant to the applicable law of the State of Delaware,
to establish the number of shares to be included in each such series,
and to fix the designations, powers, preferences, rights and
limitations of the shares of each series. At September 30, 1999 and
December 31, 1998, there were no preferred shares issued or
outstanding.
Fair Values of Financial Instruments
The following methods and assumptions were used by the Company in
estimating fair values of financial instruments as disclosed herein:
Cash and short-term instruments. The carrying amounts of cash and
short-term instruments approximate their fair value.
Interest bearing deposits with banks. The carrying amounts of
interest bearing deposits with banks approximate their fair value.
Accounts receivable. For accounts which are not past due greater than
90 days and have no significant change in credit risk, fair values
are based on carrying values.
Notes payable. The Company's notes payable arrangement bears a
variable interest rate and represents terms and conditions currently
available for the same or similar debt facility in the marketplace.
Thus, the fair value of notes payable approximates the carrying
amount.
<PAGE>
COLUMBIA CAPITAL CORP.
Notes to Consolidated Financial Statements
NOTE 1: Summary of Significant Accounting Policies - continued
New Accounting Standards Adopted
In June 1997, Statements of Financial Accounting Standards (SFAS) No.
130, "Reporting of Comprehensive Income," was issued. This statement
requires that comprehensive income be reported in the basic financial
statements. Comprehensive income refers to the change in equity
during a period from transactions and events other than investments
by and distributions to owners. This statement applies to fiscal
years beginning after December 15, 1997. The Company adopted SFAS 130
on January 1, 1998.
In June 1997, Statements of Financial Accounting Standards (SFAS) No.
131, "Disclosures about Segments of an Enterprise and Related
Information," was issued. This Statement requires that a public
business enterprise report financial and descriptive information
about its reportable operating segments. Financial information should
include a measure of segment profit or loss, certain specific revenue
and expense items, and segment assets. Descriptive information should
include detail on how segments were determined, products and services
provided by each, and any differences in the measurements used in
reporting segment information vs. those used in the general-purpose
financial statements. This statement is effective for financial
statements for periods beginning after December 15, 1997. The Company
adopted SFAS 131 on January 1, 1998. The implementation of this
standard did not have any impact on the financial position or
disclosures of the Company or results of its operations.
Recent Accounting Standards
In June 1998, SFAS No. 133, "Accounting for Derivative Instruments
and Hedging Activities" was issued. This statement establishes
accounting and reporting standards for derivative instruments
embedded in other contracts and for hedging activities. The statement
is effective for fiscal quarters or fiscal years beginning after June
15, 1999. The Company does not expect the adoption of the statement
to have a significant impact on the financial statements.
The American Institute of Certified Public Accountants (AICPA)
recently issued Statement of Position (SOP) No. 98-1, "Accounting for
the Cost of Computer Software Developed or Obtained for Internal
Use," which provides guidance concerning recognition and measurement
of costs associated with developing or acquiring software for
internal use. In 1998, the AICPA also issued SOP No. 98-5 "Reporting
on Costs of Start-Up Activities," which provides guidance concerning
start-up activities and organization costs. Both pronouncements are
effective for fiscal years beginning after December 15, 1998. The
Company does not expect the adoption of the statement to have a
significant impact on the financial statements.
NOTE 2: Private Offerings of Common Stock
The Company offered shares of its common stock, $.001 par value, to a
limited number of qualified investors in 1993. The company sold
325,000 shares of common stock, at a price of $.20 per share for a
total of $65,000. The investors subscribed to a minimum of 1,000
shares. There was no minimum offering amount and there was no escrow
of any funds received from the offering and such funds were utilized
by the Company as they were received. Proceeds from the offering were
used to provide working capital to the Company.
<PAGE>
COLUMBIA CAPITAL CORP.
Notes to Consolidated Financial Statements
NOTE 3: Acquisition of Fi-Scrip
As of January 1, 1999, the primary shareholders of the Company
contributed all of the common stock of Fi-Scrip to the Company for no
consideration. The contribution of capital was not significant to the
financial position of the Company. Fi-Scrip became a wholly-owned
subsidiary of the Company effective January 1, 1999. The operations
of Fi-Scrip are not expected to have a material impact on the
Company.
NOTE 4: Cancellation of contract and management's plans
On March 4, 1999, the Company received notice that the BestBank
credit card portfolio held by the FDIC, in which the Company derived
approximately 84% of its total operating revenue from processing, as
measured in 1998, was being terminated and the Company's processing
services on the portfolio were also being terminated. The loss of
this customer is likely to have a material adverse effect on the
Company's operations in 1999.
The ability of the Company to continue as a going concern is
dependent on its ability to adjust its operations through the
implementation of a restructuring plan. The Company is currently
developing a plan to reduce expenses and secure replacement
processing contracts, as follows:
o The Company has implemented a plan for the reduction of fixed
operating costs, including restructuring and/or renegotiating
certain operating lease agreements. This reduction in fixed
operating costs will be implemented in phases as dictated by the
economics of the Company's future operations.
o The Company is currently working with approximately fourteen
different entities, all unaffiliated with the Company, to secure
processing contracts each representing as little as $30,000 and
as much as $2,000,000 in additional processing revenue per year.
Letters of intent and contracts, have been secured for
replacement processing with revenue estimated to be
approximately $2,500,000 in the year ended December 31, 1999.
Additionally, revenue from processing of the Best Bank portfolio
managed by the FDIC, although terminated by the FDIC effective
May 17, 1999, amounted to $2,626,568 for the nine months ended
September 30, 1999.
o The Company has developed and integrated a marketing plan for
attracting new business, which includes the signing of a
contract with one of its major software suppliers, creating an
alliance between the two entities for the referral of new
business. Additionally, the Company plans to market its Year
2000 preparedness, in anticipation that as the new millennium
draws closer, the Company's successful Year 2000 preparation
will enable it to attract new business.
o At September 30, 1999, the Company had cash balances in excess
of $975,566, which the Company believes will be sufficient to
maintain operations in the near term.
<PAGE>
COLUMBIA CAPITAL CORP.
Notes to Consolidated Financial Statements
NOTE 5: Financial Instruments
The estimated fair values of the Company's financial instruments at
September 30, 1999 were as follows:
<TABLE>
<CAPTION>
Carrying Fair
Amount Value
------------ ------------
<S> <C> <C>
Financial assets:
Cash and interest bearing deposits with banks $ 1,476,566 $ 1,476,566
Accounts receivable 148,765 148,765
Prepaid expenses including deferred tax assets 1,047,790 1,047,790
Stock purchase contract receivable 2,500,000 2,500,000
Financial liabilities:
Notes payable $ 141,787 $ 141,787
Accrued interest payable 573 573
The estimated fair values of the Company's financial instruments at
December 31, 1998 were as follows:
Carrying Fair
Amount Value
------------ -------------
Financial assets:
Cash and interest bearing deposits with banks $ 769,400 $ 769,400
Accounts receivable 447,844 447,844
Financial liabilities:
Notes payable $ 854,577 $ 854,577
Accrued interest payable 5,945 5,945
The method(s) and assumptions used to estimate the fair value of
financial instruments are disclosed in Note 1, "Fair Values of
Financial Instruments".
</TABLE>
NOTE 6: Income Taxes
The Company files a consolidated federal income tax return; however,
federal income taxes are allocated between the Company and its
subsidiaries based on statutory rates. The consolidated income tax
expense, as a percentage of pretax earnings, differs from the
statutory federal income tax rate as follows:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
--------------------- ---------------------
1999 1998 1999 1998
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Statutory federal income tax rate (34.00)% 34.00% (34.00)% 34.00%
Other .01 .11 .11 .04
-------- -------- -------- --------
Effective income tax rate (33.99)% 34.11% (33.89)% 34.04%
======== ======== ======== ========
</TABLE>
<PAGE>
COLUMBIA CAPITAL CORP.
Notes to Consolidated Financial Statements
NOTE 6: Income Taxes - continued
Income tax expense (benefit) is comprised of the following:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------- --------------------------
1999 1998 1999 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Current income tax expense (benefit) $ (215,833) $ 365,390 $ (580,883) $ 770,553
Deferred income tax expense (benefit) (74,580) (921) (67,049) 144,636
----------- ----------- ----------- -----------
$ (290,413) $ 364,469 $ (647,932) $ 915,189
=========== =========== =========== ===========
</TABLE>
The tax effects of temporary differences that gave rise to deferred
tax assets (liabilities) as of September 30, 1999 and December 31,
1998, respectively:
<TABLE>
<CAPTION>
1999 1998
------------- -------------
<S> <C> <C>
Depreciation and amortization $ (19,690) $ (41,219)
Net operating loss carryforward 74,580 -
Other 46,272 75,332
------------- -------------
Net deferred tax assets $ 101,162 $ 34,113
============= =============
</TABLE>
At September 30, 1999, the Company had a net operating loss
carryforward available for federal tax income tax purposes amounting
to $219,000, which expires in the year 2014. The Company has
determined that it is more likely than not that the carryforward will
be utilized prior to its expiration, therefore no valuation allowance
has been provided for the related deferred tax asset generated by the
carryforward.
NOTE 7: Notes Payable
FICI, on September 16, 1999 effectively terminated an eight hundred
thousand dollars ($800,000) unsecured operating line of credit
through Century Financial Group, Inc., a company owned by the
Company's then primary shareholders. FICI through negotiations with
Century Financial Group, Inc., was able to offset $576,352 in
accounts receivable from Century to FICI against the $827,921 balance
of the line of credit, which included $27,921 in accrued interest
payable, and through its parent company Columbia Capital Corp. issued
1,006,276 shares of Columbia Capital Corp. Common Stock in
consideration of the remaining $251,569 balance of the line of
credit. The line of credit carried an annual percentage rate of ten
percent (10%). Under the terms of the line of credit, FICI paid
interest on a monthly basis with the unpaid principal due at
maturity, September 15, 1999. The outstanding balance on the line of
credit as of December 31, 1998 was $700,000.
Fi-Scrip, on September 16, 1999 effectively terminated an operating
line of credit through Century Financial Group, Inc., a company owned
by the Company's then primary shareholders. Fi-Scrip through
negotiations with Century Financial Group, Inc., was able to, through
its parent company Columbia Capital Corp., issue 730,236 shares if
Columbia Capital Corp. Common Stock in consideration of the $182,559
balance of the line of credit, including $6,604 in accrued interest
payable. The line of credit, dated May 1, 1998, with the same Century
Financial Group, Inc. provided Fi-Scrip with a maximum operating line
of credit of two hundred and fifty thousand dollars ($250,000). The
note carried an annual percentage rate of ten percent (10%). Under
the terms of the note, Fi-Scrip paid interest on a monthly basis with
the unpaid principal due on demand.
<PAGE>
COLUMBIA CAPITAL CORP.
Notes to Consolidated Financial Statements
NOTE 7: Notes Payable - continued
FICI has a real estate lien note through American State Bank formerly
Security State Bank. The real estate note, dated August 1, 1998, in
the amount of one hundred sixty thousand dollars ($160,000) carries
an annual interest rate of Wall Street prime plus one percent (1%),
with a maturity date of August 1, 2001. The note is secured by a Deed
of Trust to a building in which the note proceeds were used to
purchase and renovate. The outstanding balance on the note as of
September 30, 1999 was $141,787.
NOTE 8: Lease Obligations
The Company has entered into various operating lease agreements.
Under terms of an operating lease with IBM Corporation, certificates
of deposit with a carrying value of $401,000 at September 30, 1999
were pledged as collateral against Bank One letters of credit in
favor of IBM. Under terms of an operating lease with Timmermen
Leasing, a certificate of deposit with a carrying value of $100,000
at September 30, 1999, was pledged as collateral. The future minimum
payments for leased property under these noncancellable lease
agreements for each of the next five years(No commitments for leased
property extend more than five years) ending December 31, 2004 are as
follows:
1999 $ 384,163
2000 1,162,482
2001 816,750
2002 264,877
2003 84,350
2004 75,186
-------------
Lease obligations $ 2,787,808
=============
On August 24, 1999 the Company entered into a new lease for its
office space, 36,182 square feet, from American State Bank at an
annual cost of approximately $23,514. The former lease made on August
1, 1997, which included 52,248 square foot at a rate of $400,000 per
year, was for a term of two years expiring July 31, 1999 with a 180
day termination clause. The Company had given timely notification of
termination of the lease pending re-negotiation of lease terms.
NOTE 9: Market Risk and Concentrations
For the year ending December 31, 1998, revenue from the BestBank
portfolio accounted for approximately 83% of the Company's total
revenues. No other customers accounted for 10% or more of the
Company's total revenues.
For the nine months ended September 30, 1999, revenue from the Best
Bank portfolio accounted for approximately $3,064,150 or 65% of the
Company's total revenues and revenue from Fi-Scrip accounted for
approximately $510,979 or 11% of the Company's total revenues. No
other customers accounted for 10% or more of the Company's total
revenues. Since the Best Bank failure in July 1998 the Company
continued its role as processor for the Portfolio accounts through
May 17, 1999, in which it was receiving payment from the Federal
Deposit Insurance Corporation ("the FDIC") for its processing costs.
As of September 30, 1999, the Company had no outstanding balance in
accounts receivable from the FDIC relating to the Portfolio.
<PAGE>
COLUMBIA CAPITAL CORP.
Notes to Consolidated Financial Statements
NOTE 10: Related Party Transactions
FICI's former financing source, Century Financial Group, Inc., is
owned by the Company's primary shareholders, Glenn Gallant and
Douglas Baetz. Interest expense and accrued interest payable to
Century Financial Group, Inc. amounted to $57,671 and $0 as of
September 30, 1999.
Fi-Scrip's former financing source, Century Financial Group, Inc., is
owned by the Company's primary shareholders, Glenn Gallant and
Douglas Baetz. Interest expense and accrued interest payable to
Century Financial Group, Inc. amounted to $12,389 and $0 as of
September 30, 1999.
NOTE 11: Stock Option Plan
The Company has adopted a stock plan to provide for the granting of
options to senior management of the Company. As of September 30,
1999, the Company has allocated 1,250,000 shares of stock for
issuance under the plan. On July 1, 1998 and August 6, 1999 the
Company granted 350,000 and 550,000 options, respectively. The
options expire five years from the date of issuance. On December 24,
1998, the Company amended the exercise price of the options
previously granted on July 1, 1998.
The following table shows the vesting schedule and the exercise
price, as amended, for each of the five current and two former
directors awarded options on July 1, 1998.
<TABLE>
<CAPTION>
Options vested
---------------------------------- Total Options
Exercise July 1, October 1, January 1, Vested and
Director Price 1998 1998 1999 Outstanding
------------------- -------- ---------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Glenn M. Gallant $ .62 16,666 16,667 - 33,333
Douglas R. Baetz $ .62 16,666 16,667 - 33,333
Kenneth A. Klotz $ .48 16,666 16,667 16,667 50,000
Charles LaMontagne $ .48 16,666 16,667 16,667 50,000
Olan Beard $ .48 16,666 16,667 16,667 50,000
Donald Thone $ .48 16,666 16,667 16,667 50,000
Robert Feldman $ .48 16,666 16,667 16,667 50,000
-------------
316,666
=============
</TABLE>
The following table shows the vesting schedule and the exercise
price, as amended, for each of the five current and two former
directors awarded options on August 6, 1999.
<TABLE>
<CAPTION>
Options vested
---------------------------------- Total Options
Exercise August 6, August 6, August 6, Vested and
Director Price 1999 2000 2001 Outstanding
------------------- -------- ---------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Kenneth A. Klotz $ .21 50,000 50,000 50,000 50,000
Charles LaMontagne $ .21 50,000 50,000 50,000 50,000
Olan Beard $ .21 50,000 50,000 50,000 50,000
Donald Thone $ .21 50,000 - - 50,000
Robert Feldman $ .21 50,000 - - 50,000
-------------
250,000
=============
</TABLE>
<PAGE>
COLUMBIA CAPITAL CORP.
Notes to Consolidated Financial Statements
NOTE 11: Stock Option Plan - continued
Messrs. Baetz and Gallant, having greater than 10% of the outstanding
shares of the Company at July 1, 1998, were granted options with an
exercise price set at 110% of the fair market value of the Company's
common stock at the date of the grant. The remaining five directors
were granted options with an exercise price set at 85% of the fair
market value of the Company's common stock at the date of the grant.
As of September 30, 1999 no options under the plan had been
exercised.
The Company accounts for the options in accordance with Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees," under which compensation cost is recognized for the
difference in the option's exercise price and the fair market value
of the stock as of the date of each grant over the vesting period.
The effect of further compensation cost for the plan, had it been
included in the income statement as provided for in SFAS No. 123,
"Accounting for Stock-Based Compensation," would have resulted in an
insignificant reduction to the Company's net earnings and earnings
per share on a pro forma basis, based on estimates using an accepted
options pricing model.
NOTE 12: Condensed Financial Information - Parent Company
The following represents consolidated financial information of the
parent company as of September 30, 1999 and December 31, 1998
utilizing the equity method of accounting.
<TABLE>
<CAPTION>
Condensed Balance Sheet:
Assets September 30, December 31,
1999 1998
---------------- ----------------
<S> <C> <C>
Current assets
Cash and cash equivalents $ 846 $ 1,061
Prepaid expenses and other assets 183,317 106,000
Federal income tax receivable 545,779 582,609
Stock purchase contract receivable 2,500,000 -
---------------- ----------------
Total current assets 3,229,942 689,670
Investment in subsidiaries 2,568,509 3,853,166
---------------- ----------------
Total assets $ 5,798,451 $ 4,542,836
================ ================
Liabilities and Shareholders' Equity
Liabilities
Accrued expenses and other liabilities $ 235,183 69,445
Due to subsidiaries 857,720 1,586,975
---------------- ----------------
Total current liabilities 1,092,902 1,656,420
Shareholders' equity
Common stock 38,512 12,765
Capital surplus 5,595,646 1,990,715
Retained earnings (928,609) 882,936
---------------- ----------------
Total shareholders' equity 4,705,549 2,886,416
---------------- ----------------
Total liabilities and shareholders' equity $ 5,798,451 $ 4,542,836
================ ================
</TABLE>
<PAGE>
COLUMBIA CAPITAL CORP.
Notes to Consolidated Financial Statements
NOTE 12: Condensed Financial Information - Parent Company - continued
<TABLE>
<CAPTION>
Condensed Income Statement:
September 30, December 31,
1999 1998
---------------- ----------------
<S> <C> <C>
Revenues
Undistributed (loss) earnings of subsidiaries $ (962,514) $ 2,473,197
---------------- ----------------
Total revenues (962,514) 2,473,197
Expenses
Stockholder costs and fees 5,058 8,830
Professional and outside services 341,310 485,615
Marketing 101,655 171,833
Other operating 5,859 1,569
---------------- ----------------
Total operating expenses 453,882 667,347
Compensation to directors 10,000 10,000
---------------- ----------------
Total other expense 10,000 10,000
---------------- ----------------
(Loss) Income before federal income tax (1,426,396) 1,795,350
Income tax benefit (162,443) (229,325)
---------------- ----------------
Income before extraordinary loss (1,263,953) 2,024,675
Extraordinary loss - 660,000
---------------- ----------------
Net (loss) income $ (1,263,953) $ 1,364,675
================ ================
Condensed Statement of Cash Flows:
Cash flows from operating activities
Net income $ (1,263,953) $ 1,364,675
Adjustments to reconcile net income (loss) to
net cash provided by operations
Undistributed earnings in subsidiaries 1,284,657 (2,473,197)
Increase in receivables 36,830 (582,609)
Increase in prepaid expenses and other assets (77,317) (90,976)
(Decrease) increase in accruals and accounts payable (563,518) 1,471,729
---------------- ----------------
Net cash used by operating activities (583,301) (310,378)
Cash flows from financing activities
Shareholder contribution (368,042) -
Issuance of common stock 951,128 309,750
---------------- ----------------
Net decrease in cash and cash equivalents (215) (628)
Cash and cash equivalents at beginning of year 1,061 1,689
---------------- ----------------
Cash and cash equivalents at end of period $ 846 $ 1,061
================ ================
</TABLE>
<PAGE>
COLUMBIA CAPITAL CORP.
Notes to Consolidated Financial Statements
NOTE 13: Consulting Agreements
On March 20, 1998, the Company entered into a consulting agreement
with Worldwide Corporate Finance (Worldwide). Worldwide, through its
individual affiliate, Michael Markow, provided the Company with
consulting services, including long-term business, managerial and
financial planning; investigating and analysis in corporate
reorganizations and expansion in merger and acquisition
opportunities; and the introduction of business opportunities for
credit card processing services. As compensation for services, the
Company granted to Mr. Markow options to purchase up to 700,000
shares of Common Stock, at varying prices between $0.95 and $1.70,
which are the subject of a currently effective registration
statement. The fair value of the options granted approximated the
value of the services provided by Mr. Markow and has been recognized
as a component of consulting fees in the consolidated income
statement.
In February 1999, the Company's management and Mr. Markow reached an
agreement to terminate the existing consulting agreement between the
Company and Worldwide. In settlement the Company agreed to allow Mr.
Markow to exercise 10,000 additional options to purchase an equal
number of shares of the Company's Common Stock at $1.70 per share
resulting in a transaction valued at $17,000. Additionally the
Company agreed to pay Mr. Markow $15,000 in cash and terminate the
remaining unexercised balance of options initially granted to Mr.
Markow and Worldwide under the consulting agreement. The Company does
not expect to enter into any additional consulting agreements with
Mr. Markow or Worldwide in the future. Mr. Markow and Worldwide had
exercised a total of 275,000 options valued at $298,750 under the
former consulting agreement. As of the date of this report there are
no remaining options outstanding related to the former consulting
agreement with Mr. Markow and Worldwide.
The fair value of the options granted approximate the value of the
services provided by Mr. Markow and has been recognized as a
component of consulting fees in the income statement over the term of
the agreement.
On July 1, 1998, Columbia Capital Corp. entered into a consulting
agreement with Matthias and Berg, LLP ("the Firm"). The Firm, through
its partner, Jeffrey Berg, provides the Company with consulting and
litigation services, including long term business, managerial and
financial litigation support; investigating and analysis in corporate
reorganizations and legal expertise on merger and acquisition
opportunities. As compensation for services, the Company granted to
the Firm options to purchase up to 100,000 shares of Common Stock,
which are the subject of a currently effective registration
statement, on the following terms and conditions: (i) options to
purchase up to 100,000 shares of Common Stock at an exercise price of
$0.48 per share, exercisable from July 1, 1998. The fair value of
consulting and litigation services provided by the Firm is being
recognized as the services are provided. As of September 30, 1999 no
options have been exercised under the agreement.
NOTE 14: Year 2000
The Year 2000 issue is a programming issue that may affect many
electronic processing systems. Until recently, in order to minimize
the length of data fields, most date-sensitive programs eliminated
the first two digits of the year. This issue could affect information
technology ("IT") systems and date-sensitive embedded technology that
controls certain systems (such as telecommunications systems,
security systems, etc.) leaving them unable to properly recognize or
distinguish dates in the twentieth and twenty-first centuries and
thereafter. For example, date-sensitive calculations may treat "00"
<PAGE>
COLUMBIA CAPITAL CORP.
Notes to Consolidated Financial Statements
NOTE 14: Year 2000 - continued
as the year 1900 rather than the year 2000. This treatment could result
in significant miscalculations when processing critical date-sensitive
information relating to dates after December 31, 1999.
Year 2000 Compliance requires that neither performance nor
functionality be affected by dates prior to, during, and after the
year 2000. Specifically, every system must perform as follows:
1. Correctly handle date information before, during, and after
January 1, 2000 when accepting date input, providing date
output, and performing calculations on dates or portions of
dates
2. Function according to the documentation before, during, and
after January 1, 2000 without changes in operation
3. Where appropriate, respond to two digit date input in a way
that resolves the ambiguity as to century in a disclosed,
defined, and predetermined manner
4. Recognize Year 2000 as a leap year (based on the
quad-centennial rule)
These criteria were derived from the requirements established by the
British Standards Institute in DISC PD2000-1 A Definition of Year
2000 Conformity Requirements.
Over the past few years, the Company has attempted to actively
address the Y2K dilemma. The Company has had in place a project plan
(the "Y2K Plan") and project team reviewing all hardware and
software, as necessary. The Company anticipates its total investment
in Y2K compliance will reach approximately $454,000. The Company has
already made a significant portion of the investment needed to
address the Y2K dilemma. As of the date of this Report, the cost to:
(i) acquire, install and implement these new software systems has
been an aggregate of approximately $340,000; and (ii) acquire new
hardware has been approximately $8,000. The Company has also
instituted policies and procedures that require all new hardware and
software acquired or licensed by the Company to be Y2K compliant. As
of the date of this Report, the Company has completed testing and
believes that all of its primary operating hardware and mission
critical systems to be Y2K compliant. It is management's opinion that
any remaining Y2K issues are not significant and should be able to be
funded through normal operating revenue and income. The Company
estimates that until the Company has completed implementation of the
Y2K Plan, the Company anticipates expending an additional $107,000,
which is estimated to include $22,000 in software, $4,000 in new
hardware and $81,000 on other aspects of the implementation of the
Y2K Plan. The anticipated source of funds for such expenditures is
expected to be working capital generated from operations of the
Company. However, no assurance can be given that the goals for the
Y2K Plan can be achieved, and if achieved, that the amount necessary
to achieve such goals will be limited to the amounts set forth above
or that the amounts will be generated from operations.
The Company has worked to develop extensive contingency plans to
manage the Company's ongoing operations, if any systems do not
function correctly on or after January 1, 2000. The Company has a
contract with IBM for a "Hot Site" at IBM's Business Recovery Center
("BRC") in Boulder, Colorado for disaster recovery and off-site
testing. The BRC maintains facilities, hardware and software, that is
identical to the Company's current hardware and software
configuration. The Company's disaster recovery specialists perform
disaster recovery tests at these facilities every year. In addition
to the Company's normal disaster recovery tests, the Company used the
facilities both in Dallas, Texas and Boulder, Colorado, in November,
1998, for a combined Y2K and disaster recovery test. This allowed the
Company to successfully test all core business systems in a true
production environment. The Company has tentatively scheduled
additional test time at the IBM
<PAGE>
COLUMBIA CAPITAL CORP.
Notes to Consolidated Financial Statements
NOTE 14: Year 2000 - continued
Business Recovery Center in Dallas, Texas in April, 1999 for
additional testing of its credit card system. These facilities serve
as a contingency backup facility in several of the Company's Y2K
disaster scenarios, including disrupted utilities and
telecommunications services in the Abilene, Texas area. Other
contingency plans include agreements with several suppliers for
materials and support, ranging from computers and other hardware to
software support to power generators.
Every mission-critical IT system processed by the Company has been
fully tested and certified by its developer to meet the above
criteria. In addition, the testing process for most of the IT systems
has been certified by an independent third party such as the
Information Technology Association of America (ITAA). As part of our
Year 2000 effort, we have reviewed the scope and methodology of the
testing performed by each developer to ensure that it was inclusive
of all the processes we perform with that product. Although we are
confident each IT system is year 2000 compliant, we are currently
testing all systems to ensure that they will continue to coexist and
function properly in our environment. We are also testing with our
customers and other entities to ensure that every ancillary system
that we are using is also Year 2000 compliant.
Other IT systems are licensed from third parties. These third parties
have either assured the Company that their system is Year 2000
compliant or identified necessary system upgrades to make their
system Year 2000 compliant. The Company has implemented the necessary
systems upgrades and completed Year 2000 compliance testing of these
other IT systems as of September 30, 1999.
The Year 2000 issue may also affect the Company's date-sensitive
embedded technology, which controls systems such as the
telecommunications systems, security systems, etc. The Company does
not believe that the cost to modify or replace such technology to
make it Year 2000 compliant will be material. But, if such
modifications or replacements, if required, are not made, the Year
2000 issue could have a material adverse effect on the operations,
financial condition and results of operations of the Company.
Ultimately, the potential impact of the Year 2000 issue will depend
not only on the corrective measures the Company undertakes, but also
on the way in which the Year 2000 issue is addressed by governmental
agencies, businesses and other entities that provide data to, or
receive data from, the Company or any of the Company's subsidiaries,
or whose financial condition or operations are important to the
Company or any of the Company's subsidiaries, such as significant
suppliers and customers. The Company is initiating communications
with significant customers and vendors to evaluate the risk of their
failure to be Year 2000 compliant and to determine the extent to
which the Company may be vulnerable to such failure. There can be no
assurance that the systems of these third parties will be Year 2000
compliant by December 31, 1999 or that the failure of these third
parties to be Year 2000 compliant will not have a material adverse
effect on the operations, financial condition and results of
operation of the Company.
The cost of IT and embedded technology systems testing and upgrades
is not expected to be material to the Company consolidated operating
results. The Company estimates incurring costs for Year 2000
compliance testing and its communications program, which will be
recorded as a non-operating expense. The Company will capitalize and
amortize the cost of system upgrades over future periods. The Company
intends to fund these costs with cash from operations.
<PAGE>
COLUMBIA CAPITAL CORP.
Notes to Consolidated Financial Statements
NOTE 14: Year 2000 - continued
There can be no absolute assurance that these IT systems will be Year
2000 compliant by December 31, 1999. If any of these IT systems are
not Year 2000 compliant by December 31, 1999, then the Year 2000
issue could have a material adverse effect on the operations,
financial condition and results of operations of the Company.
NOTE 15: Stock Purchase Agreement
The Company entered into the following transactions, as of September
16, 1999, which, if completed in accordance with the terms and
conditions of such agreements, will result in a change in control of
the Company's principal stockholders.
On September 16, 1999, pursuant to the terms of an Agreement for
Purchase of Stock, dated as of September 16, 1999, and as amended as
of September 30, 1999 (the "CLCK/CNG Stock Purchase Agreement"), by
and between the Company and CNG Financial Corporation, an Ohio
corporation ( "CNG"), CNG purchased 4,000,000 shares of Common Stock
of the Company (the "Common Stock") for a purchase price of $500,000.
CNG is a holding company of subsidiaries which provide consumer
financial services. CNG is based in Mason, Ohio.
The CLCK/CNG Stock Purchase Agreement also provides that CNG shall be
mandatorily obligated to purchase an additional 20,000,000 shares of
Common Stock (the "Second Installment") for a purchase price of
$2,500,000 (the "Second Installment Payment"), on or before October
22, 1999, unless CNG's credit facility lenders (the "Credit Facility
Lenders"), the lead bank of which is PNC Bank, N.A., which provide a
working capital line of credit to CNG, fail to approve of or consent
to the Second Installment Payment, then CNG shall not be mandatorily
obligated to purchase the Second Installment. In the event that CNG
purchases the Second Installment, CNG will be entitled to designate a
majority of the members of the Board of Directors of the Company. The
Company has been advised by CNG that the source of payment for the
purchase of the 4,000,000 shares was, and the anticipated source of
funds for the Second Installment Payment will be, if at all, from the
working capital line of credit provided by CNG's Credit Facility
Lenders.
The CLCK/CNG Stock Purchase Agreement also provides that CNG shall be
granted a NonQualified Stock Option (the "Stock Option") to purchase
an additional 10,000,000 shares of Common Stock for the purchase
price of $2,000,000 (the "Third Installment Payment"), which Stock
Option must be exercised by CNG on or before September 16, 2000. The
Stock Option shall be exercisable in whole, and not in part, in the
event that CNG shall pay the Second Installment Payment. In the event
that CNG shall not pay the Second Installment Payment, the Stock
Option shall be immediately cancelled and the Company will have the
right to repurchase all or none of the 4,000,000 shares from CNG for
a repurchase price of $500,000, through and including the period
ending September 16, 2001.
<PAGE>
COLUMBIA CAPITAL CORP.
Notes to Consolidated Financial Statements
NOTE 15: Stock Purchase Agreement - continued
Management of the Company believes that, if CNG pays the Second
Installment Payment, the $2,500,000 to be paid will provide
sufficient working capital for continued operations of the Company
through the end of March 2000, assuming that no additional sources of
revenues are generated by the Company and that current levels of
revenues are maintained through March, 2000. There can be no
assurances that CNG will pay the Second Installment Payment in
accordance with the terms and conditions of the CLCK/CNG Stock
Purchase Agreement.
In the event that CNG does not pay the Second Installment Payment,
the Company will continue to need external sources of financing or
additional sources of revenues to maintain continued operations. Even
in the event that CNG pays the Second Installment Payment, the
Company will continue to need external sources of financing or
additional sources of revenue beyond March, 2000 to maintain
continued operations. If the Company does not generate adequate
revenue producing business or proceeds from a financing, the Company
will have to curtail its operations significantly, which will have a
material adverse effect on the Company's financial condition and its
ability to secure new processing contracts.
In connection with the CLCK/CNG Stock Purchase Agreement, the Company
entered into a stock purchase agreement (the "CLCK/Century Stock
Purchase Agreement), dated as of September 16, 1999, with Century
Financial Group, Inc., a Florida corporation ("Century"). Century is
an affiliate of two (2) of the Company's principal stockholders,
Douglas R. Baetz and Glenn M. Gallant. Century and Messrs. Baetz and
Gallant are not affiliates of CNG. Under the terms and conditions of
the CLCK/Century Stock Purchase Agreement, Century purchased
1,736,512 shares of Common Stock of the Company in consideration of
the cancellation of the obligation of $434,128 due and payable by the
Company to Century.
Further, the Company has agreed to issue to Century an additional
1,736,512 shares of Common Stock for no further consideration, in the
event that the following contingencies (collectively, the "Century
Contingencies") are satisfied: (i) that Century shall procure or
broker, without compensation, executed processing contracts (the
"Processing Contracts") between the Company and one or more
customers; (ii) that each of the Processing Contracts shall have a
term length of not less than five (5) years; (iii) that the
Processing Contracts shall collectively generate not less than
$150,000 of processing revenues for the Company during the month of
March, 2000; and (iv) that CNG shall pay the Second Installment
Payment to the Company in accordance with the terms and conditions of
the CLCK/CNG Stock Purchase Agreement.
Further, in connection with the CLCK/CNG Stock Purchase Agreement,
CNG has agreed to sell an additional 1,000,000 shares of Common Stock
to Century for the purchase price of $10; PROVIDED, HOWEVER, that the
Century Agreement shall be null and void, and CNG shall have no
obligation whatsoever to sell any shares of Common Stock to Century,
in the event that the Century Contingencies are not satisfied.
<PAGE>
COLUMBIA CAPITAL CORP.
Notes to Consolidated Financial Statements
NOTE 15: Stock Purchase Agreement - continued
In the event that CNG pays the Second Installment Payment, CNG will
own, exclusive of any options to purchase additional shares of Common
Stock, 24,000,000 shares of Common Stock, or approximately 62.3% of
the assumed then issued and outstanding 38,511,512 shares of Common
Stock. In such event, CNG will control in excess of a majority of the
issued and outstanding voting securities of the Company, and will be
able to elect all of the directors of the Company and effectively
control the Company's affairs.
For purposes of calculating the percentage of beneficial ownership of
a stockholder in the following paragraphs, pursuant to the rules of
the Securities and Exchange Commission, shares of Common Stock which
an individual or group has a right to acquire within 60 days pursuant
to the exercise of options or warrants are deemed to be outstanding
for the purpose of computing the percentage ownership of such
individual or group, but are not deemed to be outstanding for the
purpose of computing the percentage ownership of any other person.
Immediately prior the closing of the transactions contemplated by the
CLCK/CNG Stock Purchase Agreement, Messrs. Baetz and Gallant
beneficially owned, in the aggregate, 10,697,916 shares of Common
Stock (including options to purchase 66,666 shares), or approximately
83.3% of the issued and outstanding shares of Common Stock
(12,841,666 shares issued and outstanding for purposes of calculating
the percentage of beneficial ownership). Immediately following the
issuance of the 4,000,000 shares to CNG and the 1,736,512 shares to
Century, Messrs. Baetz and Gallant collectively beneficially owned
12,434,428 shares of Common Stock, or approximately 66.9% of the
issued and outstanding shares of Common Stock (18,578,178 shares
issued and outstanding for purposes of calculating the percentage of
beneficial ownership) and CNG beneficially owned 4,000,000 shares of
Common Stock, or approximately 21.6% of the 18,511,512 issued and
outstanding shares of Common Stock (excluding the 20,000,000 shares
relating to the Second Installment and the 10,000,000 shares relating
to the Stock Option).
In the event that CNG purchases the Second Installment of 20,000,000
shares and becomes entitled to exercise the Stock Option with respect
to the additional 10,000,000 shares, CNG will beneficially own
34,000,000 shares of Common Stock, or 70.01% of the then issued and
outstanding Common Stock (48,511,512 shares issued and outstanding
for purposes of calculating the percentage of beneficial ownership).
In the further event that the Century Contingencies are satisfied,
and the Company issues an additional 1,736,512 shares to Century and
Century purchases the 1,000,000 shares from CNG, CNG will
beneficially own 33,000,000 shares of Common Stock (including options
to purchase 10,000,000 shares), or approximately 65.7% of the then
issued and outstanding Common Stock (50,248,024 shares issued and
outstanding for purposes of calculating the percentage of beneficial
ownership), and Messrs. Baetz and Gallant will collectively
beneficially own 15,170,940 shares (including options to purchase
66,666 shares), or approximately 37.6% of the then issued and
outstanding Common Stock (40,314,690 shares issued and outstanding
for purposes of calculating the percentage of beneficial ownership).
<PAGE>
COLUMBIA CAPITAL CORP.
Notes to Consolidated Financial Statements
NOTE 16: Baytree Settlement
On June 30, 1998, Columbia Capital Corp., FICI, Douglas R. Baetz and
Glenn M. Gallant filed a complaint (the "Complaint") in the United
States District Court for the Southern District of Florida (Case No.
98-6701) against Baytree., Michael Gardner ("Gardner"), certain
former officers and directors of the Company, and certain other
parties. The complaint alleges claims against the named defendants,
including fraud, securities fraud and breach of fiduciary duty, in
connection with the transactions related to the Stock Purchase
Agreement, entered into as of September 23, 1997, among Columbia
Capital Corp., FICI, and Messrs. Gallant and Baetz. The complaint
seeks relief against the named defendants, including monetary damages
relating to improper sales of shares of Common Stock into the public
market by the named defendants and the cancellation of the shares of
Common Stock issued by the Company to Baytree for services rendered
for arranging the transactions which are the subject of the Stock
Purchase Agreement.
On September 16, 1999, Baytree and Gardner filed an answer to the
Complaint, denying the claims and asserting counterclaims against the
Company and affiliates.
On September 29, 1999, Columbia Capital Corp., FICI, Douglas R.
Baetz, Glenn M. Gallant, Baytree and Gardner entered into a
settlement agreement. Under the terms of the settlement agreement
each party has agreed to drop the complaints against each of the
other parties. Additionally, under terms of the settlement agreement
Baytree/Gardner agreed to sell their holdings of 400,000 restricted
shares of Columbia Capital Corp. Common Stock to an unaffiliated
third party. The Company views the settlement as favorable to the
interests of the Company and other shareholders.
NOTE 17: Subsequent Event
On October 21, 1999, CNG purchased an additional 20,000,000 shares of
Common Stock of the Company (the "Common Stock") for a purchase price
of $2,500,000 (the "Second Installment"). To date, CNG has purchased
a total 24,000,000 shares or 62.3% of the 38,511,512 shares currently
issued and outstanding.
As a result of the completion of the Second Installment, CNG has
purchased a controlling stock ownership interest in the Company, and
according to the terms of the CLCK/CNG Stock Purchase Agreement, CNG
is entitled to designate a majority of the members of the Board of
Directors of the Company. As of the date of this report there have
been no additional members added to the Board of Directors of the
Company on CNG's behalf.
In addition, in accordance with the CLCK/CNG Stock Purchase
Agreement, CNG has been granted a Non-Qualified Stock Option (the
"Stock Option") to purchase an additional 10,000,000 shares of Common
Stock for the purchase price of $2,000,000, which must be exercised
in whole, and not in part, by CNG on or before September 16, 2000.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
THIS REPORT, INCLUDING THE DISCLOSURES BELOW, CONTAINS CERTAIN
FORWARD-LOOKING STATEMENTS THAT INVOLVE SUBSTANTIAL RISKS AND UNCERTAINTIES.
UNLESS THE CONTEXT OTHERWISE REQUIRES, THE TERM "COMPANY" REFERS TO COLUMBIA
CAPITAL CORP. AND ITS WHOLLY-OWNED SUBSIDIARIES, FIRST INDEPENDENT COMPUTERS,
INC. ("FICI") AND FI-SCRIP, INCORPORATED, A NEVADA CORPORATION ("FI-SCRIP"),
THROUGH WHICH THE COMPANY PRINCIPALLY CONDUCTS ITS BUSINESS OPERATIONS. WHEN
USED HEREIN, THE TERMS "ANTICIPATES," "EXPECTS," "ESTIMATES," "BELIEVES" AND
SIMILAR EXPRESSIONS, AS THEY RELATE TO THE COMPANY OR ITS MANAGEMENT, ARE
INTENDED TO IDENTIFY SUCH FORWARD-LOOKING STATEMENTS. THE COMPANY'S ACTUAL
RESULTS, PERFORMANCE OR ACHIEVEMENTS MAY DIFFER MATERIALLY FROM THOSE EXPRESSED
OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS.
OVERVIEW OF PRESENTATION
As of May 1, 1997, Douglas R. Baetz and Glenn M. Gallant acquired 100%
of the issued and outstanding common stock (the "FICI Common Stock") of FICI for
$1,600,000 in cash from certain unaffiliated parties. As of September 23, 1997,
the Company entered into a Stock Purchase Agreement with Messrs. Baetz and
Gallant, pursuant to which the Company issued an aggregate of 10,631,250 shares
of the Company's common stock, par value $0.001 per share (the "Common Stock")
in exchange for 100% of the issued and outstanding shares of FICI Common Stock
The Company also issued 618,750 shares of Common Stock to a third party, which
is not an affiliate of Messrs. Baetz and Gallant, for services rendered to the
Company for arranging the transactions which are the subject of the Stock
Purchase Agreement. In connection with the closing of the Stock Purchase
Agreement, FICI became the sole operating subsidiary of the Company.
As of January 1, 1999, Messrs. Baetz and Gallant contributed all of the
common stock of Fi-Scrip to the Company for no consideration. Through such
action, Fi-Scrip became a wholly-owned subsidiary of the Company.
On September 16, 1999, pursuant to the terms of an Agreement for
Purchase of Stock, dated as of September 16, 1999 (the "CLCK/CNG Stock Purchase
Agreement"), by and between the Company and CNG, CNG purchased 4,000,000 shares
of Common Stock of the Company (the "Common Stock") for a purchase price of
$500,000. On October 21, 1999, CNG purchased an additional 20,000,000 shares of
Common Stock of the Company for a purchase price of $2,500,000 (the "Second
Installment"). To date, CNG has purchased a total 24,000,000 shares or 62.3% of
the 38,511,512 shares currently issued and outstanding.
CNG is a holding company, based in Mason, Ohio, of subsidiaries which
provide consumer financial services.
As a result of the completion of the Second Installment, CNG has
purchased a controlling stock ownership interest in the Company, and according
to the terms of the CLCK/CNG Stock Purchase Agreement, CNG is entitled to
designate a majority of the members of the Board of Directors of the Company.
In addition, in accordance with the CLCK/CNG Stock Purchase Agreement,
CNG has been granted a Non-Qualified Stock Option (the "Stock Option") to
purchase an additional 10,000,000 shares of Common Stock for the purchase price
of $2,000,000, which must be exercised in whole, and not in part, by CNG on or
before September 16, 2000. If CNG exercises the Stock Option with respect to the
additional 10,000,000 shares, CNG will beneficially own 34,000,000 shares of
Common Stock, or 70.01% of the then issued and outstanding Common Stock
(assuming 48,511,512 shares, including the 10,000,000 shares, are then issued
and outstanding).
<PAGE>
In connection with the CLCK/CNG Stock Purchase Agreement, the Company
entered into a stock purchase agreement (the "CLCK/Century Stock Purchase
Agreement), dated as of September 16, 1999, with Century Financial Group, Inc.
("Century"). Century is an affiliate of two (2) of the Company's principal
stockholders, Douglas R. Baetz and Glenn M. Gallant. Century and Messrs. Baetz
and Gallant are not affiliates of CNG. Under the terms and conditions of the
CLCK/Century Stock Purchase Agreement, Century purchased 1,736,512 shares of
Common Stock of the Company in consideration of the cancellation of the
obligation of $434,128 due and payable by the Company to Century. See "Liquidity
and Capital Resources."
Further, the Company has agreed to issue to Century an additional
1,736,512 shares of Common Stock for no further consideration, in the event that
the following contingencies (collectively, the "Century Contingencies") are
satisfied: (i) that Century shall procure or broker, without compensation,
executed processing contracts (the "Processing Contracts") between the Company
and one or more customers; (ii) that each of the Processing Contracts shall have
a term length of not less than five (5) years; (iii) that the Processing
Contracts shall collectively generate not less than $150,000 of processing
revenues for the Company during the month of March, 2000; and (iv) that CNG
shall pay the Second Installment Payment to the Company in accordance with the
terms and conditions of the CLCK/CNG Stock Purchase Agreement.
The Company has included in this Report the unaudited consolidated
financial statements of the Company for the three (3) months and nine (9) months
ended September 30, 1999 and 1998, which include the consolidated balance sheets
of the Company as of September 30, 1999 (unaudited) and December 31, 1998
(audited), and the related consolidated income statements and statements of
changes in shareholders' equity and cash flows for the three (3) month and nine
(9) month periods ended September 30, 1999 and 1998. The consolidated income
statements and statements of cash flows of the Company for the three (3) months
and nine (9) months ended September 30, 1999 and 1998, which form a part of the
Company's consolidated financial statements for such periods, reflect the
consolidated results of operations and cash flows of the parent holding company,
FICI and Fi-Scrip for the three (3) months and nine (9) months ended September
30, 1999 and the consolidated results of operations and cash flows of the parent
holding company and FICI for the three (3) months and nine (9) months ended
September 30, 1998.
RECENT CHANGES IN THE BUSINESS OF THE COMPANY; CLOSURE OF BESTBANK AND RELATED
MATTERS
On July 23, 1998, the Colorado State Banking Board ordered the closure
of BestBank of Boulder, Colorado ("BestBank") and the Federal Deposit Insurance
Corporation ("FDIC") assumed the role of receiver of BestBank. The single
largest asset of BestBank was the portfolio of credit card accounts receivable
serviced by the Company (the "Portfolio"). As of December 31, 1998, the number
of active credit card accounts serviced by the Company was 661,795, of which
622,837 were serviced by the Company pursuant to a master agreement (the "Master
Agreement") entered into as of October 1, 1997 with BestBank. For the year ended
December 31, 1998, revenue from the Portfolio accounted for approximately 83% of
the Company's total revenues. No other customers accounted for 10% or more of
the Company's total revenues.
On November 3, 1998, the FDIC announced a sealed-bid auction for the
sale of the Portfolio. On December 24, 1998, RRI Credit Corporation ("RRICC"),
which is not affiliated with the Company, was awarded the contract to purchase
the Portfolio from the FDIC. The purchase and sale agreement between RRICC and
the FDIC, dated December 24, 1998 ("Purchase and Sale Agreement"), called for a
$1,000,000 nonrefundable deposit to be paid by RRICC and a closing date of
January 29, 1999.
<PAGE>
Following the closure of BestBank, the Company continued to process the
Portfolio under the terms of the Master Agreement. The Company entered into an
initial processing agreement with RRICC, on December 14, 1998, and as amended on
January 15, 1999 ("RRICC Processing Agreement"), which was conditional on
closing of the Purchase and Sale Agreement. In consideration for entering into
the RRICC Processing Agreement, the Company lent RRICC $1,000,000 at 10%
interest, which enabled RRICC to make a non-refundable deposit under the
Purchase and Sale Agreement. The loan is non-recourse to RRICC, unless the
deposit is returned by the FDIC. The Board of Directors of the Company
determined that it was in the best interests of the Company to lend this money
to RRICC in order to assist RRICC in being awarded the bid, thereby enabling the
Company to continue to be able to receive revenue from processing the Portfolio
under the RRICC Processing Agreement that otherwise could have been lost if the
FDIC sold the Portfolio to another bidder or simply liquidated the Portfolio.
Due to circumstances discussed below, RRICC was unable to meet certain
conditions to close the Purchase and Sale Agreement by January 29, 1999. As of
that date, RRICC and FDIC agreed to extend the closing date for the Purchase and
Sale Agreement to February 22, 1999, and the Company became a party to the
Purchase and Sale Agreement. The Company agreed, as a condition to the extension
of the closing date, that during the extension period, the Company would
continue to process the Portfolio under the Master Agreement and would forego
receipt of fees and reimbursement of expenses in anticipation that the Purchase
and Sale Agreement would close by February 22, 1999, at which time the Company
would be entitled to recoup such fees and expenses, which totaled approximately
$550,000. The Board of Directors of the Company determined it would be in the
best interests of the Company to continue to process the Portfolio and to forego
receipt of fees for the limited period of time of the extension rather than the
FDIC selling the Portfolio to another bidder or liquidating the Portfolio.
Since RRICC intended to operate the Portfolio as an ongoing business,
it was understood by all parties that RRICC would be required to enter into a
sponsorship agreement with a bank licensed to do business with VISA. Prior to
the execution of the January 29, 1999 extension agreement, facts had come into
the possession of the Company that there may have been hindrance by certain
regulators with efforts to negotiate a sponsorship agreement between RRICC and
such a bank. This hindrance had the effect of preventing RRICC from being in a
position to close the Purchase and Sale Agreement in a timely manner and, in
fact, was one of the reasons that RRICC requested the extension in the first
place. When these facts were brought to the attention of the FDIC, the FDIC
stated that it had investigated the allegations and could find no facts to
support the allegations. Notwithstanding the FDIC's denials, the parties
proceeded to execute the January 29, 1999 extension agreement, based on the
intention of RRICC and the Company to use the time to identify a new bank and to
negotiate a sponsorship agreement.
Between January 29, 1999 and February 22, 1999, the Company learned of
further efforts by certain regulators to hinder the ability of RRICC to obtain a
sponsoring bank. This additional hindrance, in the opinion of management of the
Company, resulted in the prevention of RRICC from being able to close on the
Purchase and Sale Agreement. On February 22, 1999, RRICC notified the Company
and the FDIC that, because of such hindrance, the extension period had been an
insufficient amount of time in which to find a sponsoring bank. RRICC and the
FDIC discussed a further extension of the closing date. On February 26, 1999,
the FDIC notified the Company that negotiations with RRICC had failed and that
procedures to liquidate the Portfolio, which had already begun, would continue.
In addition, the FDIC announced that it was terminating the Master Agreement, as
of March 4, 1999.
<PAGE>
The effect of these events was to eliminate approximately 83% of the
Company's monthly revenues from processing, as measured during 1998, which will
have a material adverse effect on the Company's results of operations during the
quarter ending September 30, 1999 and the year ending December 31, 1999. The
inability of RRICC to close the Purchase and Sale Agreement resulted in the loss
of the $1,000,000 non-refundable deposit and the nonrepayment of the Company's
loan to RRICC. This loss resulted in the Company's charging-off of the note
receivable from RRICC in the Company's 1998 fourth quarter and year end results
of operations.
Management of the Company hopes the Company will be able to replace the
loss of revenue from the Master Agreement and is currently working to negotiate
new business to offset such loss. Management has implemented plans reducing
current operating costs until sufficient new business has been obtained to
replace the lost revenue. No assurance can be given that the Company will be
able to attract sufficient new business. If the Company does not generate
adequate revenue producing business, the Company may have to curtail its
operations significantly and may have to terminate business operations in the
future.
On November 3, 1998, Glenn M. Gallant resigned as Chairman of the Board
and Secretary of the Company and Douglas R. Baetz resigned as a director.
Messrs. Baetz and Gallant, who remained the principal shareholders of the
Company as of September 30, 1999, are involved in litigation with the FDIC,
unrelated to the Company. Due to the fact that the FDIC, at the time, was the
Company's largest customer, Messrs. Baetz and Gallant chose to resign from their
positions with the Company, while the litigation is pending, in an attempt to
eliminate any potential conflicts of interest or negative effects to the Company
arising out of the litigation.
Kenneth Klotz was named Chairman of the Board of Directors and Charles
LaMontagne was named Secretary of the Company on that date.
OPERATIONS OF FI-SCRIP. As of January 1, 1999, the principal
stockholders of the Company contributed all of the common stock of Fi-Scrip to
the Company for no consideration. Through such action, Fi-Scrip became a
wholly-owned subsidiary of the Company. Prior to such transaction, the Company
had entered into an agreement with Fi-Scrip, an affiliate of Messrs. Baetz and
Gallant, to provide certain services to the Company. Fi-Scrip markets processing
services for Automatic Teller Machines ("ATM's") transactions, debit terminal
transactions and Electronic Benefits Transfer systems ("EBT") transactions.
Fi-Scrip and its co-venturer, Norstar, Inc., of Orlando, Florida, an entity in
which Fi-Scrip has a 25% ownership interest, contract with independent sales
organizations for deployment of terminals and services.
Fi-Scrip designs programs and tests the software that is reloaded into
ATM's and debit card point-of-sale ("POS") machines. Fi-Scrip is one of four
companies certified by Deluxe Payment Systems, an unaffiliated third party, to
process EBT transactions. EBT is a new process and method of distributing
federal entitlements, initially including food stamps, welfare and social
security payments to beneficiaries. In place of printing and issuing checks and
other financial instruments, some beneficiaries of government entitlement
programs receive a debit style card (a "QUEST Card"), which operates in the same
manner as an ATM or debit card. The beneficiary of the entitlement program uses
this federally issued card to purchase items utilizing the EBT system. The
federal government may eventually establish individual accounts, which will be
debited when a beneficiary makes a withdrawal or purchase. However, no assurance
can be given as to when or whether the federal government will establish this
process. Fi-Scrip expects that there will be substantial competition in the
provision of the service offered by Fi-Scrip. No assurance can be given that
Fi-Scrip will be successful in competing for this business. Thus, the Company
may not receive the processing business anticipated by management of the Company
to be derived from EBT transactions.
<PAGE>
The transactions based on this medium of exchange through Fi-Scrip and
the Company are estimated to produce a gross transaction fee of between $0.06 to
$0.09. The transaction fee is in addition to the merchant application and
statement fees. However, no assurance can be given as to the volume of
transactions that will be processed or rates at which such processing will take
place. Fi-Scrip is newly in operation in connection with the EBT business, with
approximately 765,293 and 1,502,632 in transaction volume for the three (3)
months and nine (9) months ended September 30, 1999. Fi-Scrip anticipates a
significant increase in the number of transaction throughout the remainder of
1999, but no assurance to this effect can be given.
According to federal government surveys, it is anticipated that by the
year 2000, 60% of the population of the United States will be receiving monthly
income issued electronically and accessible through the use of a QUEST Card.
However, no assurance to this effect can be given. The total dollar value of EBT
transactions (food stamps, aid to families with dependent children and welfare
payments) in 1999 is estimated by Fi-Scrip to be $60 billion, with an average
transaction size of approximately $23.00, or approximately 450 million
transactions per year. Fi-Scrip's target market share of total dollar volume of
EBT transactions is estimated to be $6 billion or 65 million transactions per
year by January 1, 2000. However, no assurance can be given that there will be
this volume of transactions or that Fi-Scrip will service such a volume of
transactions. Welfare reform legislation (The Personal Responsibility and Work
Opportunity Reconciliation Act of 1996 (Public Law 104-193)) requires all States
to convert to EBT issuance by the year 2002.
The Social Security System is scheduled to distribute benefits using
EBT beginning on December 31, 1999 and expects to have completed implementation
of the distribution system by January 2, 2002. The dollar value for all EBT
transactions by the Social Security System is expected to reach $470 billion
annually. However, no assurance to this effect can be given.
Fi-Scrip has been certified by Citibank and Lockheed Martin as an EBT
third party processor, according to federally established guidelines in
twenty-five states. Fi-Scrip's EBT development plans include full certification
for six additional states as, if and when government contracts are awarded to
Lockheed Martin or Deluxe Payment Systems, both of which are unaffiliated with
the Company or Fi-Scrip, for EBT transaction processing. However, no assurance
to this effect can be given.
AGREEMENT WITH PLATINUM-ICS, INC. On June 8, 1998, the Company entered
into an agreement with Platinum-ICS, Inc. ("Platinum") to perform data
processing and other services in connection with Platinum's credit card
portfolio. Platinum is the managing entity coordinating a group of experts for
processing, collecting, servicing and financing patient-pay accounts receivables
for the provider's participants. Platinum issues cards to the recipients of
medical care, who utilize the card to consolidate medical bills. The agreement
has an initial term of three (3) years and will automatically renew for
additional three (3) year terms, unless written notice is given by either party
no less than one hundred eighty (180) days prior to expiration of a given term.
The Company's processing charges range from $1.50 to $2.00 per account per
month, depending on the services provided. On December 16, 1998, the Company
completed the conversion of approximately 6,000 accounts for the Presbyterian
Hospital at Greenville, Texas ("Greenville Hospital") and added approximately
5,900 additional accounts throughout the nine months ended September 30, 1999.
The Company, which processed the Greenville Hospital accounts on a test basis,
discontinued processing the accounts as of September 30, 1999. The Greenville
Hospital accounts generated approximately $173,000 in revenue for the nine
months ended September 30, 1999 representing approximately 3.65% of total
operating revenue for the period.
<PAGE>
On February 17, 1999, after review of Greenville Hospital's conversion
and preliminary results of activity, the Texas Hospital Association, which
represents approximately 410 hospitals, or approximately 83% of the hospitals,
in the State of Texas, formally endorsed the Platinum program. With
approximately 500 hospitals representing as many as 5,000,000 accounts in the
State of Texas alone, the Company's exclusive processing agreement with Platinum
could prove, over a short period of time, to be an abundant source of new
business for the Company. Upon the endorsement of Platinum's program by the
Texas Hospital Association, several major hospitals, which represent an average
of approximately 50,000 accounts each, have expressed interest in and a desire
to convert to the Platinum processing platform. As of the date of this Report,
the Company is working with these various hospitals to secure processing
contracts. However, there can be no assurance that the Company will be
successful in its attempt to secure additional contracts.
AGREEMENT WITH GREATER NEVADA CREDIT UNION. On November 1, 1998, the
Company entered into an agreement with Greater Nevada Credit Union ("GNCU") to
perform data processing and other services in connection with GNCU's credit card
portfolio. The agreement has an initial term of five (5) years and will
automatically renew for additional three (3) year terms, unless written notice
is given by either party no less than one hundred eighty (180) days prior to
expiration of a given term. On October 30, 1998, the Company successfully
converted GNCU's current portfolio, consisting of over 8,600 credit card
accounts. The Company anticipates benefiting from the future growth of the
portfolio over the life of the agreement. However, no assurance to this effect
can be given.
RESULTS OF OPERATIONS FOR THE NINE (9) MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
Total operating revenues for the nine (9) months ended September 30,
1999 decreased approximately 50% to $4,738,557 from $9,515,833 for the nine (9)
months ended September 30, 1998. Total operating revenues principally include:
(i) credit card processing revenues, (ii) banking and financial service revenues
and (iii) debit card and EBT processing revenue. Total operating revenues during
the nine (9) months ended September 30, 1999 included $510,979 in net operating
revenue of Fi-Scrip, after inter company elimination. All of the outstanding
common stock of Fi-Scrip was contributed to the Company from its principal
shareholders, as of January 1, 1999, for no consideration. See "Operations of
Fi-Scrip."
Credit card processing revenues during the nine (9) months ended
September 30, 1999 decreased 51% to $3,797,474 from $7,740,448 during the nine
(9) months ended September 30, 1998. This decrease primarily relates to the loss
of revenues associated with the Master Agreement. The Master Agreement with Best
Bank represented 73% of the credit card revenues for the nine (9) months ended
September 30, 1999.
Banking and financial service and courier revenues during the nine (9)
months ended September 30, 1999 decreased to $73,842 and $950 from $616,018 and
$51,235, respectively. These sources of revenue have steadily declined since the
acquisition of Security State Bank ("SSB") by American State Bank ("ASB"), as of
August 1, 1998. ASB has been in the process of converting SSB's portfolio to an
in-house processing system. The Company generated revenues of approximately
$75,000 per month from this account during the previous three (3) years. The
Company entered into a contract to continue the credit card processing services
for ASB through August 1, 2000 which currently generates approximately $20,000
per month. The Company generated revenues of approximately $128,286 during the
nine (9) months ended September 30, 1999. Management believes that anticipated
increases from the Company's credit card operations and future bank processing
opportunities will replace this reduced source of revenues. However, no
assurance to this effect can be given.
<PAGE>
The Company has been focussing on the development of its credit card
processing services and thus did not make significant marketing efforts to
develop the banking and financial services business segment. However, the
Company's future business development plans include an effort to expand this
line of business by targeting banks and financial institutions based on the
increased capacity of the Company's equipment and hardware in connection with
the upgraded lease with IBM and the installation of the Kirchman Dimension 3000
banking software. No assurances can be given that such efforts will result in
increased revenues to the Company. See "Year 2000 Compliance Issues."
Revenues from Pride Refining, Inc. ("Pride") decreased to $157,000 for
the nine (9) months ended September 30, 1999 from $263,000 for the nine (9)
months ended September 30, 1998. This revenue decrease was due to a decision of
the management of Pride to take its computer processing activities in-house.
This removal of processing from the Company to Pride is being converted in
stages and should be completed by the last quarter of 1999. The loss of the
Pride revenue is not anticipated to have a material adverse effect on total
revenue for fiscal year 1999. However, no assurance to this effect can be given.
Total operating expenses during the nine (9) months ended September 30,
1999 increased 1% to $6,865,888 from $6,766,057 during the nine (9) months ended
September 30, 1998. Total operating expenses principally include: (i) cost of
salaries and employee benefits, (ii) equipment and software expenses, (iii) cost
of office supplies and services, (iv) rental and facilities maintenance
expenses, (v) depreciation and amortization expenses, (vi) professional and
outside services, and (vii) other operating expenses, as follows:
Cost of salaries and employee benefits during the nine (9) months ended
September 30, 1999 increased 8% to $2,482,695 from $2,307,886 during the nine
(9) months ended September 30, 1998. This increase primarily resulted from an
increase in the average number of full time employees, which peaked during the
latter part of 1998 and first half of 1999, for the nine (9) months ended
September 30, 1999, as compared to the nine (9) months ended September 30, 1998.
Equipment and software lease expenses during the nine (9) months ended
September 30, 1999 increased 53% to $2,016,083 from $1,318,048 during the nine
(9) months ended September 30, 1998. This increase primarily related to new
software leases and a high speed laser printer lease.
Cost of computer and office supplies during the nine (9) months ended
September 30, 1999 decreased 58% to $192,416 from $459,708 during the nine (9)
months ended September 30, 1998. This decrease is the result of a decline in the
supplies used in connection with the BestBank portfolio contract which was
terminated May 17, 1999.
Facilities rent and repair and maintenance expenses during the nine (9)
months ended September 30, 1999 decreased 16% to $646,159 from $772,116 during
the nine (9) months ended September 30, 1998. This decrease related to the
termination of the Company's office lease in Florida in December, 1998.
In addition, depreciation and amortization expenses during the nine (9)
months ended September 30, 1999 increased 98% to $318,777 from $161,207 during
the nine (9) months ended September 30, 1998. The increase related to the
acquisition and upgrade of the Company's computer and software equipment
throughout 1998.
Telephone expenses during the nine (9) months ended September 30, 1999
decreased 71% to $192,334 from $669,037 primarily related to the termination of
the BestBank Portfolio and the resulting decline in customer service calls
handled by the Company.
<PAGE>
Professional and outside services expenses during the nine (9) months
ended September 30, 1999 increased 3% to $575,871 from $557,989 during the nine
(9) months ended September 30, 1998. The increase related primarily to increased
legal fees pertaining to the termination of the Master Agreement, the
unsuccessful attempt to acquire the BestBank Portfolio and the transaction with
CNG.
Other operating expenses during the nine (9) months ended September 30,
1999 decreased 20% to $301,208 from $374,983 during the nine (9) months ended
September 30, 1998. The decrease is primarily related to a decline in bad debt
expense, offset by $131,912 in marketing expense recorded in the nine (9) months
ended September 30, 1999. Additionally, other operating expenses included
$169,296 relating to Fi-Scrip's operations for the nine (9) months ended
September 30, 1999 versus none for the nine (9) months ended September 30, 1998.
Other revenues and expenses resulted in total other income of $215,446
during the nine (9) months ended September 30, 1999, as compared to total other
expenses of $61,403 during the nine (9) months ended September 30, 1998. This
decrease in expenses and resulting income between the respective periods
resulted from interest income of $63,347 from certain certificates of deposit
during the nine (9) months ended September 30, 1999, as compared to $34,607
during the nine (9) months ended September 30, 1998, offset by a decrease of
interest expense of $72,826 during the nine (9) months ended September 30, 1999
from $96,010 during the nine (9) months ended September 30, 1998, primarily
relating to the line of credit (the "Line of Credit") provided by Century. The
income was the result of collections made on bad debt written off in the prior
year of $224,925. See "Closure of BestBank and Related Matters."
As a result of the foregoing, the Company generated a net loss of
$1,263,953 during the nine (9) months ended September 30, 1999, as compared to a
net profit of $1,773,184 during the nine (9) months ended September 30, 1998.
The Company generated a loss from operations of $2,127,331 during the nine (9)
months ended September 30, 1999, as compared to income from operations of
$2,749,776 during the nine (9) months ended September 30, 1998. This decrease in
income from operations primarily resulted from decreased revenue related to the
BestBank Portfolio. The Company's proposed business plan contemplates the future
growth of revenues in connection with the Company's expansion strategy. There
can be no assurance that the Company's expansion strategy will result in
continued growth of demand for the Company's services or increased revenues or
profitability. See "Liquidity and Capital Resources."
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 1999, the ratio of current assets to current
liabilities was 2 to 1 as compared to 1.47 to 1 at December 31, 1998.
The Company's cash flow needs for the nine (9) months ended September
30, 1999 were provided from operations and from the purchase of $500,000 of the
Company's Common Stock on September 16, 1999 by CNG. At September 30, 1999,
$20,000 in unallocated reserves were carried by the Company for bad debts. At
September 30, 1999, prepaid expenses and other assets were $549,423 and are
anticipated to be expensed as used in the future. Net property and equipment was
$1,330,193 at September 30, 1999. There were no major capital additions during
the nine (9) months ended September 30, 1999. On April 2, 1998, the Company
obtained an interim construction loan from ASB in the principal amount of
$160,000 related to the purchase and construction of a credit card production
facility. On August 1, 1998, the interim loan was converted to a note payable on
August 1, 2001. The note is secured by the production facility building, and
bears interest at the prime rate plus 1%. As of September 30, 1999, the
principal outstanding balance on the note was $141,787.
<PAGE>
As of March 17, 1999, the FDIC announced that it was terminating the
Master Agreement with BestBank. The effect of these events was be to eliminate
approximately 83% of the Company's monthly revenues from processing, as measured
during 1998, which has had a material adverse effect on the Company's results of
operations during the quarter and nine months ending September 30, 1999 and is
anticipated to have a material adverse effect on the Company's results of
operations for the year ending December 31, 1999.
Management of the Company hopes the Company will be able to replace the
loss of revenue from the Master Agreement and is currently working to negotiate
new business to offset such loss. Management is continuing to strategically
reduce operating costs in an effort to streamline the Company's operations while
maintaining the integrity of systems and the overall ability of the Company to
move swiftly and effectively to implement new business.
On September 16, 1999, FICI effectively terminated an eight hundred
thousand dollars ($800,000) unsecured operating line of credit through Century.
FICI agreed to offset $576,352 in accounts receivable from Century to FICI
against the $827,921 balance of the line of credit, which included $27,921 in
accrued interest payable, and through the Company, issued 1,006,276 shares of
Common Stock in consideration of the cancellation of the remaining $251,569
balance of the line of credit. The line of credit carried an annual percentage
rate of ten percent (10%). Under the terms of the line of credit, FICI paid
interest on a monthly basis with the unpaid principal due at maturity, September
15, 1999. The outstanding balance on the line of credit as of December 31, 1998
was $700,000.
On September 16, 1999, Fi-Scrip effectively terminated an operating
line of credit through Century. The Company agreed to issue 730,236 shares of
Common Stock in consideration of the cancellation of the $182,559 balance of the
line of credit, including $6,604 in accrued interest payable. The line of
credit, dated May 1, 1998, with Century provided Fi-Scrip with a maximum
operating line of credit of two hundred and fifty thousand dollars ($250,000).
The note carried an annual percentage rate of ten percent (10%). Under the terms
of the note, Fi-Scrip paid interest on a monthly basis with the unpaid principal
due on demand.
Cash and cash equivalents were $975,566 as of September 30, 1999, as
compared to $268,400 as of December 31, 1998. This increase was primarily
attributable to the acquisition of Fi-Scrip on January 1, 1999.
As of September 30, 1999 and December 31, 1998, the Company's long-term
borrowings were $129,625 and $143,182, respectively. Long-term borrowings, at
September 30, 1999, consisted of the note payable of $141,787 to ASB, less the
current portion of the note payable.
As of September 30, 1999, the Company had short-term borrowings in the
aggregate amount of $12,162, as compared to $700,000 at December 31, 1998. This
decrease was attributable to the negotiated termination of the lines of credit
between FICI, Fi-Scrip and Century. See "Overview of Presentation"
In October, 1997, the Company entered into a 36-month equipment lease
with IBM related to the Company's credit card processing operations. The Company
upgraded the equipment lease in March, 1998 to provide for continued increases
in the Company's processing volume and efficiencies, and expansion of business
operations. The Company financed the lease agreement by the pledge of
certificates of deposit in the aggregate amount of $401,000.
<PAGE>
The certificates of deposit are for one-year terms and are
automatically renewable for an additional year. The certificates of deposit bear
varying rates of interest based on the date of the establishment of the
certificates of deposit.
Net cash provided by operating activities was $946,373 and $1,755,265
for the nine (9) months ended September 30, 1999 and 1998, respectively. Net
cash provided by operations during the nine (9) months ended September 30, 1999
primarily consisted of an increase in accruals and accounts payable and
depreciation and amortization, offset by net operating losses and increases in
accounts receivable. Net cash provided by operations during the nine (9) months
ended September 30, 1998 primarily consisted of net income from operations and
increases in accruals and accounts payable and deferred income taxes, and
depreciation and amortization, offset by increases in accounts receivable and
prepaid expenses and other assets.
Net cash used in investing activities was $477,545 and $1,187,859 for
the nine (9) month periods ended September 30, 1999 and 1998, respectively. In
the nine (9) months ended September 30, 1999, the Company utilized $109,503 to
purchase certain fixed assets and $368,042 was related to the acquisition of
Fi-Scrip. In the nine (9) months ended September 30, 1998, the Company utilized
$887,859 to purchase certain fixed assets and $300,000 to invest in certain
interest bearing deposits.
Net cash provided by financing activities was $238,338 for the nine (9)
month period ending September 30, 1999. In the nine (9) months ending September
30, 1999, the Company made payments of $712,790 on the Line of Credit offset by
$951,128 in proceeds from the issuance of 5,746,512 shares of Common Stock
primarily related to the CNG/CLCK Stock Purchase Agreement and the cancellation
of the two (2) lines of credit with Century. Net cash used in financing
activities was $114,874 for the nine (9) month period ending September 30, 1998.
In the nine (9) months ended September 30, 1998, the Company made $441,624 in
payments on the Line of Credit, offset by proceeds related to stock options
exercised of $326,750.
Management believes that the proceeds from the CLCK/CNG Stock Purchase
Agreement will provide operating capital to allow the Company to maintain
operations through March of 2000, which management hopes will be a sufficient
amount of time to allow the Company to rebuild its revenue base and finance
operations from cash flow. However, there can be no assurances to this effect.
The Company utilized a portion of the proceeds to pay unpaid debts accrued
during the current and prior quarter, when the Company was not producing
adequate cash flow to meet its operating needs.
The Company's business plan contemplates continued expansion of
operations from such increased operational capacity and to acquire additional
and upgraded equipment and software based on future perceived needs by
management. There can be no assurances that the Company will be able to generate
business sources to utilize existing operational capacity or that the Company
will generate sufficient positive cash flow or develop additional sources of
financing to continue the Company's business plan of growth and expansion.
YEAR 2000 DILEMMA AND COMPLIANCE
One of the major challenges facing the consumer financial data
processing services industry is the problem of Year 2000 ("Y2K") compliance. The
Y2K dilemma deals with the underlying fact that many existing computer programs
use only two digits to identify a year in the date field. These programs were
designed and developed without considering the impact of the upcoming change in
the 21st century. If not corrected, many computer applications could fail or
create erroneous results by January 1, 2000. The Y2K dilemma affects virtually
all companies and organizations, including the Company.
<PAGE>
Over the past few years, the Company has attempted to actively address
the Y2K dilemma. The Company has had in place a project plan (the "Y2K Plan")
and project team reviewing all hardware and software, as necessary. The Company
anticipates its total investment in Y2K compliance will reach approximately
$454,000. The Company has already made a significant portion of the investment
needed to address the Y2K dilemma. As of the date of this Report, the cost to:
(i) acquire, install and implement these new software systems have been an
aggregate of approximately $340,000; and (ii) acquire new hardware has been
approximately $8,000. The Company has also instituted policies and procedures
that require all new hardware and software acquired or licensed by the Company
to be Y2K compliant. As of the date of this Report, the Company has completed
testing and believes that all of its primary operating hardware and mission
critical systems to be Y2K compliant. It is management's opinion that any
remaining Y2K issues are not significant and should be able to be funded through
normal operating revenue and income. The Company estimates that until the
Company has completed implementation of the Y2K Plan, the Company anticipates
expending an additional $107,000, which is estimated to include $22,000 in
software, $4,000 in new hardware and $81,000 on other aspects of the
implementation of the Y2K Plan. The anticipated source of funds for such
expenditures is expected to be working capital generated from operations of the
Company. However, no assurance can be given that the goals for the Y2K Plan can
be achieved, and if achieved, that the amount necessary to achieve such goals
will be limited to the amounts set forth above or that the amounts will be
generated from operations.
To address the Y2K problem, the Company has installed newly acquired
banking software systems, licensed from Kirchman, an unaffiliated third party,
that management believes has provided a solution to the Company's Y2K compliance
issues. The Company's new banking software is certified by Kirchman as "fully
Y2K compliant." These software upgrades are system and application functional
upgrades. However, no assurance can be given that all Y2K issues have been
solved by the acquisition of this software.
The Company has worked to develop extensive contingency plans to manage
the Company's ongoing operations, if any systems do not function correctly on or
after January 1, 2000. The Company has a contract with IBM for a "Hot Site" at
IBM's Business Recovery Center ("BRC") in Boulder, Colorado for disaster
recovery and off-site testing. The BRC maintains facilities, hardware and
software, that is identical to the Company's current hardware and software
configuration. The Company's disaster recovery specialists perform disaster
recovery tests at these facilities every year. In addition to the Company's
normal disaster recovery tests, the Company used the facilities both in Dallas,
Texas and Boulder, Colorado, in November, 1998, for a combined Y2K and disaster
recovery test. This allowed the Company to successfully test all core business
systems in a true production environment. The Company again used the IBM
Business Recovery Center in Dallas, Texas and Boulder, Colorado, on April 6,
1999 for additional testing of its credit card system. These facilities serve as
a contingency backup facility in several of the Company's Y2K disaster
scenarios, including disrupted utilities and telecommunications services in the
Abilene, Texas area. Other contingency plans include agreements with several
suppliers for materials and support, ranging from computers and other hardware
to software support to power generators.
Management believes that the Company's practice of equipment and
software upgrades provides existing and potential customers with a commercially
attractive means of addressing their Y2K compliance problems through outsourcing
these services to the Company. The Company's new banking software is certified
and fully Y2K compliant and, therefore, a solution for banks facing this
processing crisis. However, no assurance to this effect can be given. The
Company has also set up a guest machine, or guest operating system, on its
mainframe computer, using "date rolling software." The guest operating system
utilizes its own dedicated hardware and files, without having any impact on the
true production environment. The guest operating system processes the same
operations as the true production system, only at an advanced date. By utilizing
the guest system, the Company is able to identify potential "day-date" related
system failures far enough in advance to address and correct any date related
problems on the true production system.
<PAGE>
Many prospective and existing customers which face the Y2K dilemma must
comply with numerous required regulatory mandates, including, regulatory exams
and audits supervised by the FDIC, the Office of the Comptroller of the Currency
of the United States (the "OCC"), and state regulatory agencies, external audits
by independent third party auditors, proper disaster recovery planning and
testing, installation of proper procedures and controls, insurance that key
personnel are properly backed up so that reliance on key individuals for
services are not interrupted and a host of other issues. The removal of these
overhead burdens from the Company's existing and prospective customers is a
significant marketing opportunity for the Company.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
The Financial Accounting Standards Board ("FASB") recently issued
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities," which is currently required to
be adopted as of December 31, 2000. SFAS No. 133 establishes standards for
reporting financial and descriptive information regarding derivatives and
hedging activity. Since the Company does not have any derivative instruments,
this standard will have no impact on the Company's financial position or results
of operations.
The American Institute of Certified Public Accountants ("AICPA")
recently issued Statement of Position 98-1, "Accounting for the Cost of Computer
Software Developed or Obtained for Internal Use," which provides guidance
concerning recognition and measurement of costs associated with developing or
acquiring software for internal use. In 1998, the AICPA also issued Statement of
Position 98-5, "Reporting on the Costs of Start-Up Activities," which provides
guidance concerning the costs of start-up activities. For accounting purposes,
start-up activities are defined as one time activities related to opening a new
facility, introducing a new product or service, conducting business in a new
territory or with a new class of customer, initiating a new process in an
existing facility, or commencing some new operation. Both pronouncements are
effective for financial statements of years beginning after December 15, 1998,
with earlier adoption encouraged. Management does not believe the adoption of
these pronouncements will have a material impact on the financial statements.
The Financial Accounting Standards Board ("FASB") issued Statement of
Financial Accounting Standards No. 128 (SFAS No. 128), "Earnings Per Share,"
which is effective for financial statements issued for periods ending after
December 31, 1997. SFAS No. 128 requires public companies to present specific
disclosure of basic earnings per share and, if applicable, diluted earnings per
share, instead of primary and fully diluted earnings per share based on the
dilutive impacts of outstanding stock options or other convertible securities.
There was no material difference between reported earnings per share and diluted
earnings per share for the periods presented in the Company's financial
statements.
FASB recently issued SFAS No. 130, "Reporting Comprehensive Income,"
which is required to be adopted for financial statements issued for periods
beginning after December 15, 1997. This statement establishes standards for the
reporting and display of comprehensive income and its components. Comprehensive
income is defined as revenue, expenses, gains and losses that, under generally
accepted accounting principles, are included in comprehensive income, but
excluded from net income (such as extraordinary and non-recurring gains and
losses). SFAS No. 130 requires that items of comprehensive income be classified
separately in the financial statements. SFAS No. 130 also requires that the
accumulated balance of comprehensive income items be reported separately from
retained earnings and paid-in capital in the equity section of the balance
sheet. SFAS No. 130 is not anticipated to have a material effect on the
Company's financial position or results of operations.
<PAGE>
FASB recently issued SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information," which is required to be adopted for
financial statements issued for periods beginning after December 15, 1997. SFAS
No. 131 is not required to be applied to interim financial statements in the
initial year of application. SFAS No. 131 requires that financial and
descriptive information about operating segments be reported. Generally,
financial information will be required to be reported on the basis that it is
used internally for evaluating segment performance and deciding how to allocate
resources to segments. SFAS No. 131 is not anticipated to have any effect on the
Company's financial position or results of operations.
PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES.
On September 16, 1999, the Company issued 4,000,000 shares of Common
Stock to CNG for a purchase price of $500,000 and issued 1,736,512 shares of
Common Stock to Century in consideration of the cancellation of $434,128
otherwise payable to Century under the FICI and Fi-Scrip lines of credit.
Each of the forgoing issuances of securities were pursuant to an
exemption from registration under Section 4(2) of the Securities Act of 1933, as
amended.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Company's stockholders adopted the following resolutions at a
meeting or by written consent at the Company's annual stockholder meeting held
at the Company's headquarters on August 6, 1999.
The Company's stockholders voted that each of the nominees for the
Company's Board of Directors, Kenneth A. Klotz, Charles LaMontagne, Olan Beard,
Robert Feldman and Donald L. Thone, had been elected as members of the Company's
Board of Directors by a vote of in excess of the majority of the shares
represented and voting at the Meeting, to serve until their respective
successors are duly elected and qualified, subject to their prior death,
resignation or removal.
The Company's stockholders also voted to ratify the appointment of
Davis Kinard & Co. P.C., Certified Public Accountants, as independent public
accountants for the Company for the year ending December 31, 1999.
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 10-QSB.
(a) Exhibits
--------
2.1 Agreement for Purchase of Stock, by and between Columbia Capital
Corp., a Delaware corporation and CNG Financial Corporation, an Ohio
corporation, dated as of September 16, 1999, and Amendment No. 1 thereto, dated
as of September 30, 1999.
2.2 Non-Qualified Stock Option Agreement, by and between Columbia
Capital Corp., a Delaware corporation and CNG Financial Corporation, an Ohio
corporation, dated as of September 16, 1999, and Amendment No.
1 thereto, dated as of September 30, 1999.
2.3 Agreement for the Purchase of Stock, by and among Century Financial
Group, Inc., a Florida corporation and CNG Financial Corporation, an Ohio
corporation, dated as of September 16, 1999.
2.4 Agreement for the Purchase of Stock, by and among Century Financial
Group, Inc., a Florida corporation and Columbia Capital Corp., a Delaware
corporation, dated as of September 16, 1999.
27. Financial Data Schedule
REPORTS ON FORM 8-K
-------------------
1. Form 8-K dated September 23, 1999. Each of Exhibits 2.1 - 2.4,
referenced in Item 6 hereof, were filed as part of the Form 8-K, and are
incorporated herein by this reference.
DOCUMENTS INCORPORATED BY REFERENCE
The Company is currently subject to the reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and in
accordance therewith files reports, proxy statements and other information with
the Commission. Such reports, proxy statements and other information may be
inspected and copied at the public reference facilities of the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Washington D.C. 20549; at its New York
Regional Office, Suite 1300, 7 World Trade Center, New York, New York, 10048;
and at its Chicago Regional Office, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661, and copies of such materials can be obtained from the
Public Reference Section of the Commission at its principal office in
Washington, D.C., at prescribed rates. In addition, such materials may be
accessed electronically at the Commission's site on the World Wide Web, located
at http://www.sec.gov.
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities and Exchange Act
of 1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
COLUMBIA CAPITAL CORP.
Dated: November 12, 1999 By: /s/ Kenneth A. Klotz
-------------------------------
Kenneth A. Klotz
President
Dated: November 12, 1999 By: /s/ Charles La Montagne
-------------------------------
Charles La Montagne
Chief Financial Officer
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