<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 June 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 May 15, 1999
was 12,775,000 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.
<TABLE>
COLUMBIA CAPITAL CORP.
CONSOLIDATED BALANCE SHEET
SIX MONTHS ENDED JUNE 30, 1999 (UNAUDITED) AND
YEAR ENDED DECEMBER 31, 1998 (AUDITED)
<CAPTION>
June 30, December 31,
ASSETS 1999 1998
(Unaudited) (Audited)
------------------ ------------------
<S> <C> <C>
Current assets
Cash and cash equivalents $ 1,313,714 $ 268,400
Interest bearing deposits with banks 501,000 501,000
Accounts receivable, net 156,793 447,844
Prepaid expenses 458,486 582,633
Federal income tax receivable 358,085 81,602
Other assets 115,000 -
------------------ ------------------
Total current assets 2,903,078 1,881,479
Premises and equipment 1,886,591 1,763,326
Less accumulated depreciation 461,095 260,381
------------------ ------------------
Net property and equipment 1,425,496 1,502,945
Other assets
Deferred tax asset 26,582 34,113
Goodwill, net of accumulated amortization of $105,510 and $81,162 868,414 892,762
------------------ ------------------
Total other assets 894,996 926,875
------------------ ------------------
TOTAL ASSETS $ 5,223,570 $ 4,311,299
================== ==================
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Accounts payable $ 1,425,186 $ 298,840
Accrued expenses and other liabilities 804,951 265,521
Current portion of note payable - American State Bank 11,887 11,395
Notes payable - related party 975,954 700,000
Accrued interest payable 36,575 5,945
------------------ ------------------
Total current liabilities 3,254,553 1,281,701
Long term portion of note payable - American State Bank 133,683 143,182
------------------ ------------------
Total liabilities 3,388,236 1,424,883
SHAREHOLDER'S EQUITY
Common stock , $.001 par value; 50,000,000 shares
authorized; 12,775,000 issued and outstanding 12,775 12,765
Additional paid-in capital 2,187,255 1,990,715
Retained earnings (364,696) 882,936
------------------ ------------------
Total shareholders' equity 1,835,334 2,886,416
------------------ ------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 5,223,570 $ 4,311,299
================== ==================
</TABLE>
The accompanying notes are an integral
part of these consolidated financial statements
2
<PAGE>
<TABLE>
COLUMBIA CAPITAL CORP.
CONSOLIDATED INCOME STATEMENTS - UNAUDITED
<CAPTION>
For the Three Months For the Six Months
Ended June 30, Ended June 30,
---------------------------------- ----------------------------------
1999 1998 1999 1998
--------------- --------------- ---------------- ---------------
<S> <C> <C> <C> <C>
REVENUE
Pride $ 62,000 $ 84,000 $ 146,000 $ 179,000
Credit card 843,063 2,734,217 3,516,332 4,698,934
Banking - 237,194 73,842 465,389
Mail operations 24,751 261,959 173,520 442,415
Courier - 20,500 950 42,385
Fi-Scrip 329,617 - 356,691 -
Other 1,654 4,192 1,654 9,316
--------------- --------------- ---------------- ---------------
Total operating revenue 1,261,085 3,342,062 4,268,989 5,837,439
EXPENSES
Salaries and employee benefits 795,109 780,222 1,715,292 1,451,505
Equipment and software lease 877,205 437,870 1,475,727 828,320
Facilities rent 100,341 114,974 201,182 220,163
Repair and maintenance 116,377 139,972 253,839 274,855
Depreciation 99,607 38,222 189,282 70,801
Amortization of goodwill 12,174 12,174 24,348 24,348
Computer and office supplies 68,935 165,872 164,722 292,764
Telephone 69,810 284,464 148,744 440,305
Professional and outside services 121,022 143,547 453,929 267,390
Taxes 25,586 21,442 53,546 36,941
Travel and entertainment 19,087 37,648 41,562 51,703
Other operating 174,438 142,726 579,113 211,579
--------------- --------------- ---------------- ---------------
Total operating expenses 2,479,691 2,319,133 5,301,286 4,170,674
--------------- --------------- ---------------- ---------------
INCOME (LOSS) FROM OPERATIONS (1,218,606) 1,022,929 (1,032,297) 1,666,765
Interest income 13,639 12,670 24,060 21,546
Interest expense (24,712) (22,607) (49,322) (68,545)
--------------- --------------- ---------------- ---------------
Other Total other expense (11,073) (9,937) (25,262) (46,999)
--------------- --------------- ---------------- ---------------
INCOME (LOSS) BEFORE TAX (1,229,679) 1,012,992 (1,057,559) 1,619,766
Income tax expense (benefit) (426,006) 346,117 (357,519) 550,720
--------------- --------------- ---------------- ---------------
NET INCOME (LOSS) $ (803,673) $ 666,875 $ (700,040) $ 1,069,046
=============== =============== ================ ===============
Basic earnings (loss) per share $ -0.06 $ 0.05 $ -0.05 $ 0.09
=============== =============== ================ ===============
Diluted earnings (loss) per share $ -0.06 $ 0.05 $ -0.05 $ 0.08
=============== =============== ================ ===============
</TABLE>
The accompanying notes are an integral
part of these consolidated financial statements
3
<PAGE>
<TABLE>
COLUMBIA CAPITAL CORP.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
SIX MONTHS ENDED JUNE 30, 1999 (UNAUDITED) AND
YEAR ENDED DECEMBER 31, 1998 (AUDITED)
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 10,000 10 16,990 17,000
Acquisition of Fi-Scrip 179,550 (547,592) (368,042)
Net income - - - (700,040) (700,040)
---------------- ---------------- ---------------- --------------- ----------------
BALANCE - JUNE 30, 1999 12,775,000 $ 12,775 $ 2,187,255 $ (364,696) $ 1,835,334
================ ================ ================ =============== ================
</TABLE>
The accompanying notes are an integral
part of these consolidated financial statements
4
<PAGE>
<TABLE>
COLUMBIA CAPITAL CORP.
CONSOLIDATED STATEMENT OF CASH FLOWS - UNAUDITED
<CAPTION>
For the Three Months For the Six Months
Ended June 30, Ended June 30,
------------------------------- -------------------------------
1999 1998 1999 1998
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income $ (803,673) $ 666,875 $ (700,040) $ 1,069,046
Adjustments to reconcile net income to
net cash provided by operations
Depreciation and amortization 50,396 50,396 213,630 95,150
Deferred income taxes (922) 11,674 7,531 145,557
(Increase) decrease in
Accounts receivable (199,048) (273,446) 14,568 (319,750)
Deposits, prepaid expenses and other assets 46,047 (707,051) 9,147 (809,760)
Increase in accruals and accounts payable 841,206 238,409 1,696,406 740,022
--------------- --------------- --------------- ---------------
Net cash (used in) provided by operating activities (65,994) (13,143) 1,241,242 920,265
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets - (346,079) (111,833) (444,520)
Proceeds from the sale of fixed assets 50,206 - - -
Investment in subsidiary - - (368,042) -
Investment in interest bearing deposit - - - (300,000)
--------------- --------------- --------------- ---------------
Net cash provided by (used in) investing activities 50,206 (346,079) (479,875) (744,520)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from line of credit, net of payments (4,708) (50,000) 266,947 (290,000)
Issuance of common stock - 213,750 17,000 213,750
--------------- --------------- --------------- ---------------
Net cash (used in) provided by financing activities (4,708) 163,750 283,947 (76,250)
--------------- --------------- --------------- ---------------
NET (DECREASE) INCREASE IN CASH
AND CASH EQUIVALENTS (20,496) (195,472) 1,045,314 99,495
Cash and cash equivalents at beginning of period 1,334,210 312,828 268,400 17,861
--------------- --------------- --------------- ---------------
CASH AND CASH EQUIVALENTS AT JUNE 30, $ 1,313,714 $ 117,356 $ 1,313,714 $ 117,356
=============== =============== =============== ===============
SUPPLEMENTAL DISCLOSURE
OF CASH FLOW INFORMATION:
Interest paid $ 24,712 $ 9,937 $ 49,322 $ 46,999
Taxes paid - 436,000 - 436,000
</TABLE>
The accompanying notes are an integral
part of these consolidated financial statements
5
<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 $596,350 and $270,000 at June 30, 1999 and
December 31, 1998.
6
<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.
7
<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 earnings (loss) per share of
common stock is based on the weighted average number of shares
outstanding as of June 30, 1999 and 1998 of 12,775,000 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 as of June
30, 1999 and 1998 of 12,775,000 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 June 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.
8
<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.
9
<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 could 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 six months ended
June 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 June 30, 1999, the Company had cash balances in excess of
$1,313,714, which the Company believes will be sufficient to
maintain operations in the near term.
10
<PAGE>
COLUMBIA CAPITAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5: FINANCIAL INSTRUMENTS
<TABLE>
The estimated fair values of the Company's financial instruments at
June 30, 1999 were as follows:
<CAPTION>
Carrying Fair
Amount Value
------------ ------------
<S> <C> <C>
Financial assets:
Cash and interest bearing deposits with banks $ 1,814,714 $ 1,814,714
Accounts receivable 156,793 156,793
Prepaid expenses including deferred tax assets 843,153 843,153
Financial liabilities:
Notes payable $ 1,121,524 $ 1,121,524
Accrued interest payable 36,575 36,575
</TABLE>
<TABLE>
The estimated fair values of the Company's financial instruments at
December 31, 1998 were as follows:
<CAPTION>
Carrying Fair
Amount Value
------------ ------------
<S> <C> <C>
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 Six Months Ended
June 30, June 30,
----------------------- -----------------------
1999 1998 1999 1998
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Statutory federal income tax rate (34.00)% 34.00% (34.00)% 34.00%
Other (.64) .17 .19 -
---------- ---------- ---------- ----------
Effective income tax rate (34.64)% 34.17% (33.81)% 34.00%
========== ========== ========== ==========
</TABLE>
11
<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 Six Months Ended
June 30, June 30,
------------------------- -------------------------
1999 1998 1999 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Current income tax expense (benefit) $ (425,084) $ 334,443 $ (365,050) $ 405,163
Deferred income tax expense (benefit) (922) 11,674 7,531 145,557
----------- ----------- ----------- -----------
$ (426,006) $ 346,117 $ (357,519) $ 550,720
=========== =========== =========== ===========
</TABLE>
The tax effects of temporary differences that gave rise to deferred
tax assets (liabilities) as of June 30, 1999 and December 31, 1998,
respectively:
<TABLE>
<CAPTION>
1999 1998
------------ ------------
<S> <C> <C>
Depreciation and amortization $ (19,690) $ (41,219)
Other 46,272 75,332
------------ ------------
Net deferred tax assets $ 26,582 $ 34,113
============ ============
</TABLE>
NOTE 7: NOTES PAYABLE
FICI, has extended an operating line of credit through Century
Financial Group, Inc., a company owned by the Company's primary
shareholders. The line of credit with the same Century Financial
Group, Inc. provides FICI with a maximum operating line of credit of
eight hundred thousand dollars ($800,000). Advances on the line of
credit, not to exceed the maximum limit, are made at the discretion
of FICI's management. The line of credit is unsecured. The line of
credit carries an annual percentage rate of ten percent (10%). Under
the terms of the line of credit, FICI pays 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 June 30, 1999 and
December 31, 1998 was $800,000 and $700,000.
Fi-Scrip, has extended an operating line of credit through Century
Financial Group, Inc., a company owned by the Company's primary
shareholders. The line of credit, dated May 1, 1998, with the same
Century Financial Group, Inc. provides Fi-Scrip with a maximum
operating line of credit of two hundred and fifty thousand dollars
($250,000). Advances on the line of credit, not to exceed the maximum
limit, are made at the discretion of Fi-Scrip's management. The note
carries an annual percentage rate of ten percent (10%). Under the
terms of the note, Fi-Scrip pays interest on a monthly basis with the
unpaid principal due on demand. The outstanding balance on the line
of credit as of June 30, 1999 was $175,954.
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 June
30, 1999 was $145,570.
12
<PAGE>
COLUMBIA CAPITAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 June 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 June 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
ending December 31, 2004 are as follows:
1999 $ 776,239
2000 1,158,851
2001 815,335
2002 265,305
2003 84,386
2004 75,186
--------------
Lease obligations $ 3,175,302
==============
No commitments for leased property extend more than five years.
The Company currently leases its office space, 52,248 square feet,
from American State Bank at an annual cost of approximately $400,000.
The lease made on August 1, 1997 is for a term of two years expiring
July 31, 1999 with a 180 day termination clause. As of the date of
this report the Company has 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 six months ended June 30, 1999, revenue from the Best Bank
portfolio accounted for approximately 82% 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 June 30, 1999, the Company had not
outstanding balance in accounts receivable from the FDIC relating to
the Portfolio.
13
<PAGE>
COLUMBIA CAPITAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 10: RELATED PARTY TRANSACTIONS
FICI's 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 $42,043 and $7,315 as of June 30, 1999.
Fi-Scrip's 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 $7,279 and $0 as of June 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 June 30, 1999, the
Company has allocated 1,250,000 shares of stock for issuance under
the plan. On July 1, 1998 the Company granted 350,000 options. 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.
<TABLE>
<CAPTION>
Options vested
---------------------------------- Total
Exercise July 1, October 1, January 1, Options
Director Price 1998 1998 1999 Vested
--------------------- --------- ---------- ---------- ---------- ----------
<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>
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 June 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.
14
<PAGE>
COLUMBIA CAPITAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 12: CONDENSED FINANCIAL INFORMATION - PARENT COMPANY
The following represents consolidated financial information of the
parent company as of June 30, 1999 and December 31, 1998 utilizing
the equity method of accounting.
<TABLE>
CONDENSED BALANCE SHEET:
<CAPTION>
ASSETS June 30, December 31,
1999 1998
--------------- ---------------
<S> <C> <C>
Current assets
Cash and cash equivalents $ 1,092 $ 1,061
Prepaid expenses and other assets 136,558 106,000
Federal income tax receivable 322,240 582,609
--------------- ---------------
Total current assets 459,890 689,670
Investment in subsidiaries 3,075,911 3,853,166
--------------- ---------------
TOTAL ASSETS $ 3,535,801 $ 4,542,836
=============== ===============
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Accrued expenses and other liabilities $ 206,759 $ 69,445
Due to subsidiaries 1,493,708 1,586,975
--------------- ---------------
Total current liabilities 1,700,467 1,656,420
SHAREHOLDERS' EQUITY
Common stock 12,775 12,765
Capital surplus 2,187,255 1,990,715
Retained earnings (364,696) 882,936
--------------- ---------------
Total shareholders' equity 1,835,334 2,886,416
--------------- ---------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 3,535,801 $ 4,542,836
=============== ===============
CONDENSED INCOME STATEMENT:
REVENUES
Undistributed (loss) earnings of subsidiaries $ (455,112) $ 2,473,197
--------------- ---------------
Total revenues (455,112) 2,473,197
EXPENSES
Stockholder costs and fees 410 8,830
Professional and outside services 263,573 485,615
Marketing 100,028 171,833
Other operating 4,249 1,569
--------------- ---------------
Total operating expenses 368,260 667,347
15
<PAGE>
COLUMBIA CAPITAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 12: CONDENSED FINANCIAL INFORMATION - PARENT COMPANY - CONTINUED
June 30, December 31,
1999 1998
--------------- ---------------
Compensation to directors 10,000 10,000
--------------- ---------------
Total other expense 10,000 10,000
--------------- ---------------
(LOSS) INCOME BEFORE FEDERAL INCOME TAX (833,372) 1,795,350
Income tax benefit (133,332) (229,325)
--------------- ---------------
INCOME BEFORE EXTRAORDINARY LOSS (700,040) 2,024,675
Extraordinary loss - 660,000
--------------- ---------------
Net (loss) income $ (700,040) $ 1,364,675
=============== ===============
CONDENSED STATEMENT OF CASH FLOWS:
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ (700,040) $ 1,364,675
Adjustments to reconcile net income (loss) to
net cash provided by operations
Undistributed earnings in subsidiaries 777,255 (2,473,197)
Decrease (increase) in federal income tax receivable 260,369 (582,609)
Increase in prepaid expenses and other assets (30,558) (90,976)
Increase in accruals and accounts payable 44,047 1,471,729
--------------- ---------------
Net cash used by operating activities 351,073 (310,378)
CASH FLOWS FROM FINANCING ACTIVITIES
Shareholder contribution (368,042) -
Issuance of common stock 17,000 309,750
--------------- ---------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 31 (628)
Cash and cash equivalents at beginning of year 1,061 1,689
--------------- ---------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,092 $ 1,061
=============== ===============
</TABLE>
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.
16
<PAGE>
COLUMBIA CAPITAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 13: CONSULTING AGREEMENTS - CONTINUED
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 June 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"
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
17
<PAGE>
COLUMBIA CAPITAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 14: YEAR 2000 - CONTINUED
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 $445,000. 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 $247,000; 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 $165,000,
which is estimated to include $50,000 in software, $5,000 in new
hardware and $110,000 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 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.
18
<PAGE>
COLUMBIA CAPITAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 14: YEAR 2000 - CONTINUED
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 June 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.
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.
19
<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.
The Company has included in this Report the unaudited consolidated
financial statements of the Company for the three (3) months and six (6) months
ended June 30, 1999 and 1998, which include the consolidated balance sheets of
the Company as of June 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 six (6) month
periods ended June 30, 1999 and 1998. The consolidated income statements and
statements of cash flows of the Company for the three (3) months and six (6)
months ended June 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 six (6) months ended June 30, 1999 and the
consolidated results of operations and cash flows of the parent holding company
and FICI for the three (3) months and six (6) months ended June 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.
20
<PAGE>
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.
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.
21
<PAGE>
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.
The effect of these events was to eliminate approximately 83% of the
Company's monthly revenues from processing, as measured during 1998, which is
anticipated to have a material adverse effect on the Company's results of
operations during the quarter ending June 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.
The Company believes it may have a claim against the FDIC under a
liquidated damages provision in the Master Agreement. Under the liquidated
damages provision, any termination by the FDIC before October 1, 2002 entitles
the Company to liquidated damages equal to 80% of the average total monthly
billings under the Master Agreement for the most recent six months, multiplied
by the number of months remaining in the term. The Company has prepared an
invoice dated February 26, 1999, for liquidated damages in the amount of
$43,566,129, which was presented to the FDIC for payment upon the termination
and liquidation of the Portfolio. This invoice has not yet been paid and it is
unlikely that the FDIC will voluntarily pay this invoice. The Company is
considering taking legal action against the FDIC to collect the liquidated
damages. No assurance can be given that the Company will be successful in
pursuing such a claim for the liquidated damages.
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 and is actively seeking debt and/or equity financing in
the near term to finance the Company's operations 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 or to obtain
adequate new financing. If the Company does not generate adequate revenue
producing business or proceeds from financing, the Company will have to curtail
its operations significantly and may have to terminate business operations.
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 are also the principal shareholders of the
Company, are involved in litigation with the FDIC, unrelated to the Company. Due
to the fact that the FDIC is the Company's largest customer, Messrs. Baetz and
Gallant chose to resign from their positions with the Company, while the
litigation is pending, in order 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.
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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. Gallant and
Baetz, 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.
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 six (6) months ended June 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.
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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.
On December 16, 1998, the Company completed the conversion of approximately
6,000 accounts for the Presbyterian Hospital at Greenville, Texas ("Greenville
Hospital"). The Company's processing charges range from $1.50 to $2.00 per
account per month, depending on the services provided. Since conversion,
Greenville Hospital has added approximately 5,900 additional accounts.
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.
24
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RESULTS OF OPERATIONS FOR THE SIX (6) MONTHS ENDED JUNE 30, 1999 AND 1998
Total operating revenues for the six (6) months ended June 30, 1999
decreased approximately 27% to $4,268,989 from $5,837,439 for the six (6) months
ended June 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 six
(6) months ended June 30, 1999 included $356,691 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 six (6) months ended June
30, 1999 decreased 25% to $3,516,332 from $4,698,934 during the six (6) months
ended June 30, 1998. This decrease primarily relates to the loss of revenues
associated with the Master Agreement. The Master Agreement with Best Bank
represented 81% of the credit card revenues for the six (6) months ended June
30, 1999.
Banking and financial service and courier revenues during the six (6)
months ended June 30, 1999 decreased to $73,842 and $950 from $465,389 and
$42,385, 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 $113,342 during the
six (6) months ended June 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.
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 $146,000 for
the six (6) months ended June 30, 1999 from $179,000 for the six (6) months
ended June 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 six (6) months ended June 30, 1999
increased 27% to $5,301,286 from $4,170,674 during the six (6) months ended June
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:
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<PAGE>
Cost of salaries and employee benefits during the six (6) months ended
June 30, 1999 increased 18% to $1,715,292 from $1,451,505 during the six (6)
months ended June 30, 1998. This increase primarily resulted from an increase in
the number of full time employees on average for the six (6) months ended June
30, 1999, as compared to the six (6) months ended June 30, 1998.
Equipment and software lease expenses during the six (6) months ended
June 30, 1999 increased 78% to $1,475,727 from $828,320 during the six (6)
months ended June 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 six (6) months ended
June 30, 1999 decreased 44% to $164,722 from $292,764 during the six (6) months
ended June 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 six (6)
months ended June 30, 1999 decreased 8% to $455,021 from $495,018 during the six
(6) months ended June 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 six (6)
months ended June 30, 1999 increased 125% to $213,630 from $95,149 during the
six (6) months ended June 30, 1998. The increase related to the acquisition and
upgrade of the Company's computer and software equipment throughout 1998.
Telephone expenses during the six (6) months ended June 30, 1999
decreased 66% to $148,744 from $440,305 primarily related to the termination of
the BestBank Portfolio and the resulting decline in customer service calls
handled by the Company.
Professional and outside services expenses during the six (6) months
ended June 30, 1999 increased 70% to $453,929 from $267,390 during the six (6)
months ended June 30, 1998. The increase related primarily to increased legal
fees pertaining to the termination of the Master Agreement and the unsuccessful
attempt to acquire the BestBank Portfolio.
Other operating expenses during the six (6) months ended June 30, 1999
increased 174% to $579,113 from $211,579 during the six (6) months ended June
30, 1998. The increase is primarily related to $326,350 in bad debt expense and
$126,048 in marketing expense recorded in the six (6) months ended June 30,
1999, as compared to none in the six (6) months ended June 30, 1998.
Additionally, other operating expenses included $126,715 relating to Fi-Scrip's
operations for the six (6) months ended June 30, 1999 versus none for the six(6)
months ended June 30, 1998.
Other revenues and expenses resulted in total other expenses of $25,262
during the six (6) months ended June 30, 1999, as compared to total other
expenses of $46,999 during the six (6) months ended June 30, 1998. This decrease
in expenses between the respective periods resulted from interest income of
$24,060 from certain certificates of deposit during the six (6) months ended
June 30, 1999, as compared to $21,546 during the six (6) months ended June 30,
1998, offset by a decrease of interest expense of $49,322 during the six (6)
months ended June 30, 1999 from $68,545 during the six (6) months ended June 30,
1998, primarily relating to the line of credit (the "Line of Credit") provided
by Century Financial Group, Inc. ("Century"), an affiliate of Messrs.
Baetz and Gallant. See "Closure of BestBank and Related Matters."
26
<PAGE>
As a result of the foregoing, the Company generated a net loss of
$700,040 during the six (6) months ended June 30, 1999, as compared to a net
profit of $1,069,046 during the six (6) months ended June 30, 1998. The Company
generated a loss from operations of $1,032,297 during the six (6) months ended
June 30, 1999, as compared to income from operations of $1,666,765 during the
six (6) months ended June 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 June 30, 1999, the ratio of current assets to current liabilities
was .89 to 1 as compared to 1.47 to 1 at December 31, 1998.
The Company's cash flow needs for the six months ended June 30, 1998
were provided from operations. At June 30, 1999, a $576,350 allocated reserve
was carried by the Company for bad debts related to charge-offs in connection
with the BestBank Portfolio and $20,000 in unallocated reserves. At June 30,
1999, prepaid expenses and other assets were $573,486 and are anticipated to be
expensed as used in the future. Net property and equipment was $1,425,496 at
June 30, 1999. There were no major capital additions during the six (6) months
ended June 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 June 30, 1999, the principal outstanding balance on
the note was $145,570.
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 six months ending June 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. Management is also
currently working to secure a source for possible debt or equity financing in
the near term to assist in financing the Company's operations until sufficient
new business has been obtained to replace the lost revenue. If the Company is
unsuccessful in its efforts to secure financing in the near term, the Company
may be forced to seek protection from creditors under the United States
bankruptcy laws. As of the date of this Report, the Company has not secured any
commitments for financing and no assurance can be given that the Company will be
able to attract sufficient new business or to obtain adequate new financing on
terms acceptable to the Company or at all. If the Company does not generate
adequate revenue producing business or proceeds from 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.
27
<PAGE>
Management of the Company believes that the ability of the Company to
continue as a going concern is dependent on its ability to secure financing and
adjust its operations through the implementation of a restructuring plan. The
Company is continuing to developing and implement plans to reduce expenses and
secure replacement processing contracts, as follows:
(i) 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.
(ii) 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 ending December 31, 1999. However, there can be no
assurances to this effect. Additionally, revenue from processing
of the BestBank Portfolio managed by the FDIC amounted to
$2,626,568 for the six months ended June 30, 1999.
(iii) 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.
(iv) At June 30, 1999, the Company had cash balances in excess of
$1,313,714, which the Company believes will be sufficient to
maintain operations in the very near term.
(v) The Company is currently in negotiations with approximately four
different entities, all unaffiliated with the Company, to secure
equity and/or debt financing to support its near term operations.
Again, as of the date of this Report, the Company has not secured
a commitment for such financing and there can be no assurances
that such financing will be completed on terms acceptable to the
Company or at all.
Since September, 1997, Century, an affiliate of Messrs. Baetz and
Gallant, has extended to the Company a Line of Credit. Since October 31, 1998,
the aggregate maximum amount of available credit has been $700,000. As of June
30, 1999, the principal outstanding obligation to Century on the Line of Credit
was $700,000. Century is not obligated to make advances to the Company under the
Line of Credit. In addition, the Company owes the principal amount of $100,000
to Century relating to funds advanced to the Company in connection with the
Purchase and Sale Agreement.
Fi-Scrip has extended an operating line of credit (the "Fi-Scrip Line
of Credit") through Century. The Fi-Scrip Line of Credit, dated May 1, 1998,
provides Fi-Scrip with a maximum operating line of credit of $250,000. Advances
on the Fi-Scrip Line of Credit, not to exceed the maximum limit, are made at the
discretion of Fi-Scrip's management. The promissory note related to the Fi-Scrip
Line of Credit bears interest at the rate of ten percent (10%) per annum. Under
the terms of the promissory note, Fi-Scrip pays interest on a monthly basis,
with the unpaid principal due on demand. The outstanding balance on the Fi-Scrip
Line of Credit, as of June 30, 1999, was $175,954.
28
<PAGE>
Cash and cash equivalents were $1,313,714 as of June 30, 1999, as
compared to $268,000 as of December 31, 1998. This increase was primarily
attributable to the acquisition of Fi-Scrip on January 1, 1999.
As of June 30, 1999 and December 31, 1998, the Company's long-term
borrowings were $133,683 and $143,182, respectively. Long-term borrowings at
June 30, 1999 consisted of the note payable of $145,570 to ASB, less the current
portion of the note payable.
As of June 30, 1999, the Company had short-term borrowings in the
aggregate amount of $987,841, as compared to $700,000 at December 31, 1998. This
increase was primarily due to the acquisition of Fi-Scrip and the principal
amount of $100,000 due to Century relating to funds advanced to the Company in
connection with the Purchase and Sale Agreement..
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.
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 $1,241,242 and $920,265
for the six (6) months ended June 30, 1999 and 1998, respectively. Net cash
provided by operations during the six (6) months ended June 30, 1999 primarily
consisted of an increase in accruals and accounts payable offset by a net
operating loss. Net cash provided by operations during the six (6) months ended
June 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 $479,875 and $744,520 for the
six (6) month periods ended June 30, 1999 and 1998, respectively. In the six (6)
months ended June 30, 1999, the Company utilized $111,833 to purchase certain
fixed assets and $368,042 was related to the acquisition of Fi-Scrip. In the six
(6) months ended June 30, 1998, the Company utilized $444,520 to purchase
certain fixed assets and $300,000 to invest in certain interest bearing
deposits.
Net cash provided by financing activities was $283,947 for the six (6)
month period ending June 30, 1999. In the six (6) months ending June 30, 1999,
the Company received proceeds of $266,947, net of payments, from the Line of
Credit and $17,000 from the exercise of stock options by a former consultant.
Net cash used in financing activities was 76,250 for the six (6) month period
ending June 30, 1998. In the six (6) months ended June 30, 1998, the Company
made $290,000 in payments on the Line of Credit, offset by proceeds related to
stock options exercised of $213,750.
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.
29
<PAGE>
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.
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
$445,000. 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 $247,000; 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 $165,000, which is estimated to include $50,000 in
software, $5,000 in new hardware and $110,000 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.
30
<PAGE>
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.
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.
31
<PAGE>
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.
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.
The Company did not issue any unregistered securities during the
quarter ended June 30, 1999.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Company's stockholders did not adopt any resolutions at a meeting
or by written consent during the quarter ended June 30, 1999.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
--------
27. Financial Data Schedule
(b) Reports on Form 8-K
-------------------
The Company did not file any Reports on Form 8-K during the quarter
ended June 30, 1999.
32
<PAGE>
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.
33
<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: August 13, 1999 By: /s/ Kenneth A. Klotz
---------------------------
Kenneth A. Klotz
President
Dated: August 13, 1999 By: /s/ Charles La Montagne
---------------------------
Charles La Montagne
Chief Financial Officer
34
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