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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO 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.
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(Name of small business issuer specified in its charter)
Delaware 11-3210792
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1157 North 5th Street, Abilene, Texas 79601
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(Address of principal executive offices, including zip code)
(915) 674-3110
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(Issuer's telephone number, including area code)
Securities registered under Section 12(b) of the Exchange Act:
Name of each exchange
Title of each class on which registered
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None None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $0.001 par value per share
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(Title of Class)
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 No X
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Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]
The issuer's revenues for the fiscal year ended December 31, 1998 were
$12,967,805.
The number of shares outstanding of the issuer's common stock as of April 13,
1999, was 12,775,000 shares. The aggregate market value of the common stock
(2,128,536 shares) held by non-affiliates, based on the average of the bid and
asked prices ($0.98) of the common stock as of December 31, 1998 was $2,085,965.
Transactional Small Business Disclosure Format (Check one): Yes No X
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THIS ANNUAL REPORT ON FORM 10-KSB (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.
ITEM 1. DESCRIPTION OF BUSINESS
GENERAL
The following should be read in conjunction with the Consolidated
Financial Statements of Columbia Capital Corp., a Delaware corporation and the
related notes thereto, contained elsewhere in this Report on Form 10-KSB. This
Report contains forward-looking statements, which involve risks and
uncertainties. Actual results may differ significantly from the results
discussed in the forward-looking statements.
Columbia Capital Corp., a Delaware corporation ("Columbia"), operates
through its wholly-owned subsidiary, First Independent Computers, Inc., a Texas
corporation ("FICI"), which is a multi-faceted information service organization.
Unless stated otherwise, Columbia and FICI shall hereinafter be referred to
collectively as the Company.
The services provided by the Company are: (i) credit and debit card
services; (ii) banking and financial services; and (iii) document management and
distribution services. The services the Company provides to most of its
customers serve as a link between consumers, merchants and financial
institutions by capturing the initial transaction at the point of sale, giving
the merchant credit for that transaction, posting the transaction to the
financial institution's accounts receivable and general ledger and placing the
transaction on the customer's statement.
The Company concentrates on a niche market consisting of small to
medium-sized businesses that have not achieved adequate economies of scale to
operate their own in-house programs and systems. In addition, the Company seeks
strategic alliances with appropriate size banks, thrifts, credit unions,
insurance companies, merchants, utilities, government agencies and other service
companies whose success depends upon successful data management. See
"Description of Business - The Company's Business."
In an information-based economy, the critical common denominator of
transaction and data processing is spurring alliances between data processors
and previously non-associative businesses, such as health care service
organizations, utility providers, travel and tourism organizations and Internet
merchandising companies. The Company is capable of providing these services from
a central location through a standard, common and economical on-line interface
to each of its customer's principal offices as if they were located within the
same building as the Company. This seamless and easy-to-use interface gives the
customer instantaneous access to the information needed to properly manage and
direct those services offered by the Company. This situation represents an
opportunity for growth in demand for the Company's products and services.
However, no assurance to this effect can be given. See "Description of
Business-Sales and Marketing."
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HISTORY OF THE COMPANY
Columbia was organized under the laws of the State of Delaware on
February 5, 1993, for the purpose of creating an entity to obtain capital and to
seek out, investigate and acquire interests in products and businesses with the
potential for profit. At inception, Columbia's business plan was to seek
investments and to form wholly-owned subsidiaries and distribute their
securities to Columbia's stockholders in an attempt to diversify the potential
acquisitions, which could be made on behalf of Columbia's stockholders. Columbia
subsequently abandoned this business plan. In connection with its organization,
Columbia issued an aggregate of 2,175,000 shares of restricted common stock, par
value $0.001 per share (the "Common Stock") to its original officers and
directors for $12,500. In 1993, Columbia completed a private offering of 325,000
shares of Common Stock at an offering price of $0.20 per share, from which
Columbia realized gross proceeds of $65,000.
On February 28, 1997, Columbia determined that its two subsidiaries,
Central Capital Corp., and Hudson Resources, Inc., had no value and would hinder
Columbia's plans for acquisition. Therefore, the shares of the two subsidiaries
were sold for $1,361, to Lynn Dixon, Columbia's then principal stockholder. See
"Item 12-Certain Relationships and Related Transactions."
FICI started operations in 1968 as Data Processing Center ("DPC"),
which was a division of First State Bank of Abilene and was in the business of
processing the financial records for several Abilene area banks, on an outsource
basis. On October 21, 1983, DPC was incorporated in the State of Texas and DPC
changed its name to First Independent Computers, Inc. FICI changed its business
services to those currently offered in or about April, 1994.
On April 28, 1997, Glenn M. Gallant ("Gallant") and Douglas R. Baetz
("Baetz") purchased 100% of the common stock of FICI (the "FICI Common Stock")
for $1,600,000 in cash from the former parent company of Security State Bank
("SSB"), which are unaffiliated with Messrs. Gallant and Baetz. See "Item
11-Security Ownership of Certain Beneficial Owners and Management" and "Item
12-Certain Relationships and Related Transactions."
On September 23, 1997, Columbia acquired all of the FICI Common Stock
from Messrs. Gallant and Baetz. Pursuant to the terms of the agreement of
acquisition of the FICI Common Stock (the "Stock Purchase Agreement"), Messrs.
Gallant and Baetz received 10,631,250 shares of Common Stock (after Columbia
effectuated a 1 for 2 reverse stock split of its common stock) in exchange for
the FICI Common Stock, which represented approximately 85% of Columbia's then
issued and outstanding Common Stock. In connection with the purchase of the FICI
Common Stock by the Company, the Company also issued 618,750 shares of Common
Stock to Baytree Associates, Inc. ("Baytree"), which is not an affiliate of
Messrs. Gallant and Baetz, as a fee for services rendered to the Company for
arranging the transactions, which are the subject of the Stock Purchase
Agreement. The compensation received by Baytree is the subject of certain
litigation filed by the Company. See "Item 3-Legal Proceedings" and "Item
12-Certain Relationships and Related Transactions."
On November 3, 1998, Mr. Gallant resigned as Chairman of the Board and
Secretary of the Company and Mr. Baetz resigned as a director. Messrs. Gallant
and Baetz are involved in litigation, unrelated to the Company, with the Federal
Deposit Insurance Corporation (the "FDIC"). Due to the fact that at the time the
FDIC was the Company's largest customer, Messrs. Gallant and Baetz chose to
resign their positions with the Company, while the litigation is pending, in
order to minimize 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.
See "Business of the Company - Credit and Debit Card Services" and "Business of
the Company-Closure of BestBank and Related Matters."
As of January 1, 1999, Messrs. Gallant and Baetz contributed, as
additional paid in capital, all of the common stock of Fi-Scrip, Incorporated, a
Nevada corporation ("Fi-Scrip"), to the Company for no consideration. Through
such action, Fi-Scrip became a wholly-owned subsidiary of the Company. See
"Business of the Company Credit and Debit Card Services - Operations of
Fi-Scrip" and "Item 12-Certain Relationships and Related Transactions."
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THE COMPANY'S BUSINESS
The Company engages in the financial services business by providing:
(i) credit and debit card services; (ii) banking and financial services; and
(iii) document management and distribution services. The Company provides, to
most of its customers, in connection with the three areas of services listed
above, a link between consumers, merchants and financial institutions by
capturing the initial transaction at the point of sale, giving the merchant
credit for that transaction, posting the transaction to the financial
institution's accounts receivables and general ledger and ultimately placing the
transaction on the customer's statement.
According to The Nilson Report of March, 1998, as the world is rapidly
moving toward electronic information processing, annual credit and debit card
purchases in the United States have reached the $1 trillion mark. The
combination of growth in the number of transactions and the continuing general
trend toward outsourcing data processing functions directly benefits the
Company. Outsourcing involves having a third party contractor perform a variety
of services or tasks, such as those provided by the Company to the issuer of the
credit and debit card. This trend is anticipated by management of the Company to
remain a source of increased business in the future. However, no assurance to
this effect can be given. The use of outsourcing is expected by management to
continue and accelerate as a trend. However, no assurance to this effect can be
given. See "Description of Business-Sales and Marketing," "Description of
Business-Competition" and "Description of Business-Risk Factors."
HARDWARE AND SOFTWARE UPGRADING
Since the practical beginning of electronic data management in the
1960's, FICI has been actively involved in the development of the data
processing industry and in the testing and research of software products in
connection with such industry. The Company's policy of hardware and software
upgrade and acquisition has been pursued in order to facilitate the efficient
processing required by the expansion of its credit card service business. With
the continued upgrade of equipment and software, management of the Company
believes that the Company has the capability to handle further anticipated
increase in volume of credit card processing transactions in the future.
However, no assurance to this effect can be given.
The Company has taken steps to insure that it will be able to provide
the efficient processing required by the expansion of the credit card service
business, including the recent installation of significant additional equipment
necessary to the operation of a full-service credit card transaction processing
company. The Company entered into a mainframe computer lease with IBM for 36
months, starting in October, 1997. Subsequently, the Company upgraded its
mainframe computer again in March, 1998, which was accomplished pursuant to the
existing IBM lease, on a co-terminus basis. The Company has subsequently held
numerous discussions with IBM in regard to its continued upgrade path for its
mainframe hardware and software. These discussions have included various upgrade
alternatives and the time, effort and financial needs required to implement
these upgrades under several different scenarios of anticipated growth. Through
IBM, the Company's advantages are the assurance of a continuous upgrade path for
its mainframe hardware and software along with a working knowledge of the
capability of system components and being able to accurately predict
implementation time and costs. The Company also has numerous licensed software
programs, from unaffiliated third parties, including the credit card system
(Vision Plus) from PaySys International Inc. ("PaySys"), and the banking
software system (Dimension) from the Kirchman Corporation ("Kirchman"). See
"Description of Business-Year 2000 Dilemma and Compliance."
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.
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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. See "Item 6-Management's Discussion and Analysis or
Plan of Operation."
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 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. See "Description of Business-Sales and
Marketing," "Description of Business-Competition" and "Description of
Business-Regulation of the Company's Business."
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. See "Description of Business-Sales and
Marketing" and "Description of Business-Competition."
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. See "Description of
Business-Sales and Marketing," "Description of Business-Competition" and
"Description of Business-Regulation of the Company's Business."
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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 and the FDIC assumed the role of receiver of BestBank. The single
largest asset of BestBank was the portfolio of credit card accounts receivable
serviced by the Company (the "Portfolio"). As of December 31, 1998, the number
of active credit card accounts serviced by the Company was 661,795, of which
622,837 were serviced by the Company pursuant to a master agreement (the "Master
Agreement") entered into as of October 1, 1997 with BestBank. For the year ended
December 31, 1998, revenue from the Portfolio accounted for approximately 83% of
the Company's total revenues. No other customers accounted for 10% or more of
the Company's total revenues.
On November 3, 1998, the FDIC announced a sealed-bid auction for the
sale of the Portfolio. On December 24, 1998, RRI Credit Corporation ("RRICC"),
which is not affiliated with the Company, was awarded the contract to purchase
the Portfolio from the FDIC. The purchase and sale agreement between RRICC and
the FDIC, dated December 24, 1998 ("Purchase and Sale Agreement"), called for a
$1,000,000 nonrefundable deposit to be paid by RRICC and a closing date of
January 29, 1999.
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.
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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 will
have a material adverse effect on the Company's first quarter 1999 results of
operations. 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. See "Item 6- Management's Discussion
and Analysis or Plan of Operation."
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. Furthermore, since February 26, 1999, the
Company has continued to provide processing services to the FDIC in connection
with the Portfolio. These services have been provided without the benefit of a
contract, but are expected to continue for several months. However, no assurance
to this effect can be given. During March, 1999, total revenues generated from
services provided to the FDIC aggregated approximately $680,000. Management
believes, however, that the Company will have to reduce current operating costs
and, possibly, seek debt financing in the near term to finance such 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, which will have a material adverse
effect on the Company's financial condition. See "Item 6-Management's Discussion
and Analysis of Financial Condition or Plan of Operation."
CREDIT AND DEBIT CARD SERVICES
The Company provides a full range of card processing services for
customers which consist of banks, retailers and financial service organizations
that do not operate their own in-house programs and systems. PaySys has licensed
the Company to use its software known as CardPAC and VisionPLUS, which addresses
every activity associated with credit card transaction processing. These
software packages provide specialized applications for customer credit, merchant
processing, credit bureau application processing, customer service, special
interchange processing, authorizations, transaction processing and collections.
In addition, the Company provides custom programming services on the licensed
application software for processing requirements that are unique to a customer's
business. The Company enters into multi-year agreements with most of its
customers and works closely with its customers to be a total solutions provider.
In providing a full range of credit card processing services, the Company
supports comprehensive card programs, including bankcard issuing and acquiring
(merchant services), co-branded, debit card, corporate card and private label
programs. The Company also provides application processing, customer service
support, remittance processing, card embossing and production, chargeback
processing, billing and statement preparation, mail processing, detailed
reporting, account collections on behalf of its customers and merchant services.
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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. See "Item 12-Certain
Relationships and Related Transactions."
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, of which the Company is paid a per transaction fee of $0.02 and a fee of
$3.50 per monthly statement generated by the Company. 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 $266,970 of transactions in January,
1999, and approximately $246,000 of transactions in February, 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.
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.
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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.
PROCESSOR SERVICES. As a processor of credit card and banking
transactions, the Company assumes all responsibility for the processing systems,
software maintenance and compliance. The Company's data processing center is
staffed 24 hours a day, 7 days a week, and processes and balances all incoming
and outgoing file transmissions, provides automated clearing house ("ACH")
transmissions, daily updates, reports, generates statements, maintains system
backup and provides customer support. Other processor services include the
issuance of user documentation explaining the features and functionality of the
processing system (cardholder and merchant processing, authorizations,
collections and customer service). In addition, the Company provides user
training to its customers.
On-site and off-site backups of daily activity and systems are
maintained. In the event of a disaster, the Company has a hot site disaster
recovery center at its immediate disposal from IBM. A comprehensive disaster
recovery plan and testing of that plan are required in the regulatory
environment in which the Company operates. This plan is a part of the Company's
policy of hardware upgrade and acquisition in order to facilitate the efficient
processing required by the expansion of the card business, to create a solid
foundation for the growth of the Company and to maintain its goal of being a
total solutions provider. See "Description of Business-Regulation of the
Company's Business."
Each customer is assigned a client support specialist. These
representatives provide support and assistance to research problems, clarify
system functionality, and setup new programs and promotions and training. All
banking customers of the Company have direct 24 hour, 7 day a week "helpdesk"
support from Kirchman. The Company provides on-site support during conversions
and major software enhancements or releases. The Company also provides
collection services to its customers. In addition, the Company has established a
business relationship with several full-time collection agencies and will
provide appropriate information at the customer's request. The Company provides
the capability to transfer files to these agencies and, in several cases, these
agencies are on-line, real time connected to the collection management system.
Further, the Company offers a complete dispute resolution service to its
customers, utilizing a state-of-the-art interchange tracking system. Service
representatives process all copy requests and chargebacks. In conjunction with
the chargeback processing procedures, service representatives perform other
fraud and risk management functions in an effort to assist the Company's
customers from being victimized by fraudulent and unscrupulous transactions.
The Company also provides over 350 standard reports that are readily
available to the customer. These reports can be generated daily, weekly,
monthly, quarterly or by special request. All of the standard reports are made
available through hard copy, computer output to laser disk ("COLD") and on-line.
In addition, customized and ad hoc reporting services are available to the
customer.
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BACKROOM SERVICES. The Company utilizes Search and Scoreware software
licensed from Fair Isaac, to access the three major credit bureaus and score
applicants' credit applications. The particular credit data is entered into the
credit decision management system and transmitted directly to the credit bureau.
Based on the customer's business requirements, these applications are
pre-screened, and requested credit scoring or reporting is secured from the
credit bureau. Upon approval, an account is automatically set up with the
customer and the applicant is issued a credit card. Applications that are
declined are maintained in the database, and the applicant is automatically sent
a letter of notification. All records and applications are retained for
historical purposes based upon the customer's requirements and appropriate
requirements for regulatory purposes.
The Company offers its customers full service support, both automated
and by service representatives. A fully automated system, using voice response
and direct talk software, allows credit card holders to activate their cards,
verify account balance information and report lost or stolen cards. The voice
response system immediately and automatically blocks accounts that have been
reported lost or stolen and prevents any additional transactions from being
authorized. With proper security and passwords, the voice response system
automatically activates a credit card holder's card, relieving the service
representative from those tedious tasks and allowing the service representative
time to concentrate on assisting credit card holders with other important
concerns. Additionally, the Company offers a toll free telephone service to
process all other customer service calls. The service representative utilizes
the customer service management system to assist credit card holders in solving
their questions and concerns. The customer service management system allows the
customer to automate and custom-tailor the customer service processing. This
allows for efficient tracking and reporting of all customer service activities.
The Company utilizes several proprietary and third party networks for
its authorization, capture and merchant accounting services. Utilizing the
merchant processing system, the Company offers toll free telephone services and
service representatives to provide merchants the support needed for
authorizations, basic inquiries, researching disputes and settlement processing.
The warehousing and deployment of POS terminals can be an overwhelming task.
Through the Company's strategic relationship with Triumphant Enterprises, Inc.
of Dallas, Texas, an unaffiliated third party, which is in the business of
terminal deployment, this task is accomplished and integrated with a degree of
certainty and accuracy.
A vital part of the Company's backroom services is the assistance of
the customer's daily balancing and reconciliation of the processing solution.
These processes are used daily to determine the settlement with VISA,
MasterCard, retailers and remittance of funds. Providing this important service
insures that the customer is getting cash management information expeditiously
and accurately for cash flow analysis purposes.
CREDIT CARD PRODUCTION. The Company has built and owns a 3,400 square
foot credit card embossing center at which the Company produces credit cards for
its customers. The Company produces credit cards for its customers, and such
cards may be upgraded to include smart card personalization as an additional
service. The Company maintains a dual security system, which meets VISA and
MasterCard standards for card security and production. The Company's software
allows the customer to define various card types and programs and to define
special processing parameters for billing and statement preparation. With the
ability to provide multiple statement messages, the statement is frequently used
by the Company's customers to announce new services, contests, and credit line
increases. In addition, the Company may design and customize the statements,
which act as a basic marketing tool. Data entry support can be supplied for
customers who have special promotions and other marketing events. The Company
also offers direct marketing services. Direct mail marketing items can be sent
to any list of current or prospective cardholders. The Company's affiliation
with other marketing organizations allows the Company to support multiple
marketing programs, including both in-bound and out-bound telemarketing
campaigns. These telemarketing campaigns are designed to enhance and grow the
customers' card base and to efficiently handle the potentially large volume of
specific calls. Various programs can be custom tailored to focus upon a
customer's particular needs and specific market penetration. See "Item
3-Properties."
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BANKING AND FINANCIAL SERVICES
The Banking and Financial Services component of the Company performs
the processing and "backroom" operations of banks, thrifts, credit unions,
insurance companies, merchants, utilities, government agencies, and others. The
Company's backroom services for banks and financial institutions generated
approximately 5% and 20% of its gross billings for the years ended December 31,
1998 and 1997, respectively. The Company believes that it still has the
opportunity to grow and expand this line of business. However, no assurance to
this effect can be given. See "Description of Business-Sales and Marketing."
The financial institutions processing services from the Company begin
with the implementation of the processing system, proceed with the customer's
use of the system and end with other services offered by the Company. The
processing system manages all liabilities from checking accounts to time
deposits, each with capabilities that range from fixed rates to tiered rates and
from bonus rates to overdraft protection. The processing system retains the data
for the total customer relationship, meaning the customer is viewed from both
sides of the balance sheet. This integrated information is the foundation for an
institution's improved risk management, better marketing for product penetration
and better servicing of the customer base.
The Company provides proof and data entry services for all cash and
transit items for the customer. Checks, debit advices and credit advices are
micro-encoded. On a daily basis, all items rejected are researched and
re-entered to insure that the customer receives full credit for all monetary
items submitted. Upon completion, the debit and credit captured data is
electronically transferred to the processing systems. After the capturing
process, the Company generates and creates the necessary cash letters for the
financial institutions and delivers such letters to the Federal Reserve
according to their mandated instructions and delivery times.
Using the processing system and in-house developed software, the
Company offers a full line of ACH services including: (i) payroll check
deposits; (ii) social security payments; (iii) deposits and withdrawals; (iv)
corporate transactions; (v) retail transactions; and (vi) return items and
automated reversals. Utilizing the Company's direct connection to the Federal
Reserve through the Fed Line, ACH transactions and wire transfers are completed.
DOCUMENT MANAGEMENT AND DISTRIBUTION SERVICES
The document management and distribution services the Company provides
to its customers simplify an otherwise overwhelming task of processing inbound
and outbound paper items. In document management, the Company offers processes
for producing statements for the customer, while reducing the amount of paper
reports with its online tools for reports, and the use of digital document
technology, such as COLD. The Company processed an average of approximately
822,000 pieces of mail per month during the year ended December 31, 1998. The
Company's credit card processing center has a current capacity of processing
1,000,000 pieces of mail per month The loss of the FDIC Portfolio is anticipated
to reduce the number of pieces of mail produced during 1999. The Company hopes
to add other customers with specific mailing and distribution needs. However, no
assurance to this effect can be given. See "Description of Business-Sales and
Marketing."
Through its sophisticated software products, in conjunction with the
latest available hardware, the Company gives the customer an avenue into an
almost paperless world. These services include on-line real time access to its
daily reports and statements. The customer only needs to print locally those
items for which they wish to have hard copy. This on-line service of reports is
an efficient and time saving solution to the customer for viewing and retrieval
of data.
Besides the advantage of processing efficiency over traditional analog
file storage, the use of COLD storage and retrieval methodologies have
application for customer service operations. Through the Company, clients'
customer service representatives are able not only to inspect customer
statements by line item data, but retrieve, view and reference digitized images
of original documents on a real time basis. For added customer services, these
items may then be reprinted or faxed on demand. The customer's need for manpower
support is, consequently, greatly reduced while increasing the productivity of
customer service personnel.
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SALES AND MARKETING
The marketing goals of the Company are to expand the number of
customers of the Company which utilize the already created and operating
multi-faceted information service organization dedicated to the provision of
financial data processing, document management, electronic commerce services and
customer service. The Company focuses on customers, such as denovo banks (banks
in the process of being formed) and businesses in the credit card industry that
may be overwhelmed with new regulatory and related problems and want to
outsource their operations and not assume the significant overhead associated
with such business, particularly in connection with Y2K compliance. During the
1980's, the trend for community banks was to bring their processing in-house.
Faced with the Y2K dilemma and ever increasing data processing costs, these
institutions are prime candidates to again contract their processing to service
companies such as the Company. Further, the Company can process for institutions
in all facets of their operations, although no assurance can be given to this
effect. See "Description of Business-Year 2000 Dilemma and Compliance."
Because the Company serves as a link between consumers, merchants and
financial institutions and has been and continues to concentrate on: (i) the
fulfillment of a niche market consisting of small to medium-sized accounts that
have not achieved adequate economy of scale to operate their own in-house
programs and systems; (ii) seeking out strategic alliances with appropriate
service companies whose advantage depends upon successful data management; and
(iii) providing a personalized customer-service oriented strategy, the Company
believes that its marketing approach will earn it a substantial number of new
customers and customer conversions. However, no assurance to this effect can be
given.
For small and denovo banks, credit card operations can be highly
lucrative. However, for most small banks, the cost of starting up a credit card
program is prohibitive because the costs of development of the program, the
systems staffing and marketing take more capital than the banks can prudently
invest. The Company can alleviate some of this cost and make a bank credit card
operation feasible in some cases, although no assurance can be given to this
effect.
A significant part of the sales of the Company's services are made by
its executive officers. Additionally, the Company has contracted with its card
processing software supplier, PaySys., to market the processing services of the
Company. PaySys' credit card management software-solutions are used by more
banks, finance companies, processors and retail establishments throughout the
world than any other system. Management of the Company expects the relationship
with PaySys to result in new and additional business for the Company.
However, no assurance to this effect can be given.
The Company has been required to expand its marketing program on a more
expedited basis because of the need to develop new sources of revenues in the
near future, following the termination of the Master Agreement in March, 1999.
Management has been seeking additional new sources of business from banks and
other financial institutions to replace the revenues lost from the processing of
the Portfolio. No assurance can be given that these efforts will prove
successful in generating new sources of revenues. The failure of the Company to
obtain new sources of revenues in the near future could have a material adverse
effect on the operations and financial condition of the Company. See "Item
6-Management's Discussion and Analysis of Financial Condition or Plan of
Operation."
In addition, there has been a trend over the last several years for
banks and other financial institutions to consolidate, thereby causing shrinkage
in the number of possible customers for the Company's services, although the
Company is partially protected from this trend by having relatively long-term
agreements with its customers. The effects of this trend in consolidation could
have a material adverse effect upon the Company's future business prospects. One
such consolidation is the recent purchase of SSB, causing an anticipated decline
in revenue from that account to the Company. However, the effects of this trend,
in the opinion of management, are off-set by the fact that there are
approximately 300 denovo banks currently in formation and there has been the
introduction of new financial instrument programs on a continuous basis. Many of
such programs are potential customers for the Company's services. It is
uncertain whether the Company will benefit from such new financial instrument
programs. No assurance can be given that the Company will be able to replace
customers lost to consolidations within the banking industry, and if the Company
is successful in replacing such customers, that such replacement customers will
result in enough revenue to off-set lost revenue and profits. See "Description
of Business-Credit and Debit Card Services," "Description of
Business-Competition," "Item 6-Management's Discussion and Analysis or Plan of
Operation" and "Item 12-Certain Relationships and Related Transactions."
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COMPETITION
The industry segments in which the Company's business operates are
highly competitive. The Company competes with major and independent providers of
services in the credit card industry. Some of the companies with which the
Company competes are substantially larger, have more substantial histories,
backgrounds, experience and records of successful operations, greater financial,
technical, marketing and other resources, more employees and more extensive
facilities than the Company has or will have in the foreseeable future. In
addition, the Company competes with businesses that internally perform data
processing or other services offered by the Company.
The industry in which the Company competes is highly fragmented. The
Company believes that, with its vast range of services and expertise in Y2K
compliance issues, those banking and financial institutions looking for
solutions will begin to look to outsourcing as efficient alternative to these
issues. However, there can be no assurances to this effect. Management of the
Company believes that to succeed in competing for customers in its industry
segments, the Company's factors for success are its capabilities, quality of
service, price, reputation and, in some cases, convenience of location to the
client.
The Company's ability to compete effectively may also depend on the
availability of capital. Many of the Company's competitors have access to
significantly greater capital and management resources then does the Company.
The Company is not aware of any competitor providing the same range of services
as the Company. However, no assurance can be given that such competitors do not
exist. The Company's competitive capabilities consist principally of the
Company's state of the art card software solutions systems and a focus on a
customer-service oriented approach for the small to medium- sized customers.
Furthermore, management of the Company believes that the Company enjoys an
advantage as a total provider and can, thereby, offer these services at reduced
costs to its customers. However, no assurance to this effect can be given.
Most of the Company's competitors focus on large, high-volume accounts,
the Company has an added competitive advantage in seeking out customers in the
small to medium-sized card issuers market, which is believed by management to
comprise nearly 30% of the nearly 250 million accounts which form the card
industry in the United States. However, there is an increasing trend of bank
mergers and consolidations, which may, over time, cause the market for the
Company's services to shrink and thus, significantly increase competition. See
"Description of Business-Sales and Marketing."
REGULATION OF THE COMPANY'S BUSINESS
Various aspects of the Company's businesses are subject to federal and
state regulation which, depending on the nature of any noncompliance, may result
in the suspension or revocation of licenses, registrations or certifications, as
well as the imposition of civil fines and criminal penalties. Since the
Company's services are performed on behalf of the customer and the Company does
not take possession of the receivables or funds collected from credit card
holders, the Company is not required to have any specific licensing or
registration in the states in which the Company's customers operate. However,
the Company is required to have the software and procedures that it utilizes be
in compliance with various regulations. Among such regulations are: Regulation Z
of the Truth in Lending Act and Regulation E of the Electronic Fund Transfers
Act. Furthermore, there are portions of the regulations of the FDIC that are
applicable to the activities of the Company, as are regulations of the OCC and
those of various state regulatory agencies. The Company believes that it is in
material compliance with all such regulations in accordance with the Federal
Financial Institutions Examination Council, Information Systems Examination
Handbook, and VISA and MasterCard certification and compliance mandates.
With respect to the above requirements, the Company has been audited
annually by banking examiners and third party auditors to monitor compliance
with all regulations. The Company has received satisfactory ratings on these
audits. During November, 1998, the Company contracted with KPMG LLP to perform
an independent third party audit. The audit was conducted in accordance with the
Statement on Auditing Standards No. 70 ("SAS 70"), "Reports on the Processing of
Transactions by Service Organizations" of the American Institute of Certified
Public Accounts ("AICPA"). In a report dated November 13, 1998, KPMG LLP
expressed an unqualified opinion on the Company's SAS 70 audit. The SAS 70 audit
was conducted to determine whether all areas of the Company's processing
procedures, application software and internal controls were operating in
compliance with prescribed independent auditing standards. Management of the
Company believes that the Company continues to meet all required standards and
materially complies with all applicable regulations. However, no assurance to
this effect can be given.
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EMPLOYEES
As of March 31, 1999, the Company had eighty-two (82) full-time
employees, including three (3) corporate executives, sixty-five (65) operations
persons, twelve (12) administrative personnel and two (2) part-time employees.
The Company intends to hire additional personnel as the development of
the Company's business makes such action appropriate. The loss of the services
of key personnel, including its three executive officers, could have a material
adverse effect on the Company's business. Since there is intense competition for
qualified personnel knowledgeable about the Company's industry, no assurance can
be given that the Company will be successful in retaining and recruiting needed
key personnel. The Company does not have key-man life insurance for any of its
employees.
The Company's employees are not represented by a labor union and are
not covered by a collective bargaining agreement. The Company believes that its
employee relations are good.
RISK FACTORS
This 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 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, risks set forth herein, each of which could
adversely affect the Company's business and the accuracy of the forward-looking
statements contained herein.
There is a limited public market for the Company's Common Stock.
Persons who may own or intend to purchase shares of Common Stock in any market
where the Common Stock may trade should consider the following risk factors,
together with other information contained elsewhere in the Company's reports,
proxy statements and other available public information, as filed with the
Commission, prior to purchasing shares of the Common Stock:
FINANCIAL RISKS
LOSS OF MAJORITY OF THE COMPANY'S REVENUE GENERATING CUSTOMER. On July
23, 1998, the Colorado State Banking Board ordered the closure of BestBank and
the FDIC assumed the role of receiver of BestBank. The single largest asset of
BestBank consisted of the Portfolio serviced by the Company. 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 the Master
Agreement with BestBank. For the year ended December 31, 1998, revenue from the
Portfolio accounted for approximately 83% of the Company's total revenues. No
other customers accounted for 10% or more of the Company's total revenues. On
March 4, 1999, the FDIC announced that it was terminating the Master Agreement.
The effect of these events was to eliminate approximately 83% of the Company's
monthly revenues from processing, as measured during 1998, which will have a
material adverse effect on the Company's first quarter 1999 results of
operations. Management believes that the Company will have to reduce current
operating costs and, possibly, seek debt or equity financing in the near term to
assist in the financing of 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, which will have a material adverse effect on the
Company's financial condition. See "Description of Business-Recent Changes in
the Business of the Company; Closure of BestBank and Related Matters," "Item
6-Management's Discussion and Analysis of Financial Condition or Plan of
Operation" and "Item 7-Financial Statements."
NEED FOR ADDITIONAL CAPITAL FOR EXPANSION. The Company's current
business plan includes a strategy to expand as a provider of processing services
through the development of new customers. Financing for such acquisitions or
development may not be available to the Company on commercially reasonable
terms. In the event the Company cannot obtain the additional financing needed to
fulfill its acquisition strategy, the Company may be unable to achieve its
proposed expansion strategy. See "Item 6 - Management's Discussion and Analysis
or Plan of Operation."
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RELIANCE ON CUSTOMERS. BestBank represented approximately 83% and 30%
of the Company's revenue for the Company's fiscal years ended December 31, 1998
and 1997. Much of the anticipated short term future growth in the business of
the Company is expected to be derived from agreements with Platinum and GNCU. No
assurance can be given that such companies will continue to do business with the
Company in the future or that the basis upon which they do business with the
Company will be profitable to the Company. See "Description of Business-Credit
and Debit Card Services" and "Item 6-Management's Discussions and Analysis or
Plan of Operation."
GENERAL BUSINESS OPERATIONS RISKS
ADVERSE TRENDS IN THE COMPANY'S BUSINESS. There has been a trend over
the last several years for banks and other financial institutions to
consolidate, thereby causing shrinkage in the number of possible customers for
the Company's services. The Company is partially protected from this trend by
having relatively long-term agreements with its customers. One such
consolidation is the recent purchase of SSB by American State Bank ("ASB"),
causing a decline in revenue from that account to the Company. The effects of
this trend in consolidation could have a material adverse effect upon the
Company's future business prospects. However, the effects of this trend, in the
opinion of management, is offset by fact that there are approximately 300 denovo
banks currently in formation and there has been the introduction of new
financial instrument programs on a continuous basis. Many of such programs are
potential customers for the Company's services. It is uncertain whether the
Company will benefit from such new financial instrument programs. No assurance
can be given that the Company will be able to replace customers lost to
consolidations within the banking industry, or that if the Company is successful
in replacing such customers, that such replacement customers will result in
enough revenue to offset lost revenue and profits. See "Description of
Business-Sales and Marketing," "Description of Business-Competition," "Item
2-Properties" and "Item 6-Management's Discussion and Analysis of Financial
Condition or Plan of Operation."
GOVERNMENT REGULATION OF BUSINESS. Various aspects of the Company's
businesses are subject to federal and state regulation which, depending on the
nature of any noncompliance, may result in the suspension or revocation of
licenses, registrations or certifications, as well as the imposition of civil
fines and criminal penalties. Since the Company's services are performed on
behalf of the customer and the Company does not take possession of the
receivables or funds collected from credit card holders, the Company is not
required to have any specific licensing or registration in the states in which
the Company's customers operate. However, the Company is required to have the
software and procedures that it utilizes be in compliance with various
regulations. The Company believes that it is in material compliance with all
such regulations in accordance with the Federal Financial Institutions
Examination Council, Information Systems Examination Handbook, and VISA and
MasterCard certification and compliance mandates. However, no assurance to that
effect can be given. See "Description of Business-Regulation of Company's
Business."
COMPETITION. The credit card service industry is fragmented and highly
competitive. The Company directly and indirectly competes with other businesses,
including businesses in the credit card service industry. In many cases, these
competitors are larger and more firmly established than the Company. In
addition, many of such competitors have greater marketing and development
budgets and greater capital resources than the Company. Accordingly, there can
be no assurance that the Company will be able to achieve and maintain a
competitive position in the Company's industry. See "Description of
Business-Competition."
NEED FOR LIABILITY INSURANCE. The Company's products and services
subject the Company to potential exposure from customer claims in the event of
financial loss resulting from the operation of the Company's business. The
Company maintains insurance coverage from St. Paul Fire and Marine Insurance
Company in the amount of $1,000,000 per occurrence and a $2,000,000 aggregate
limit. Any product liability claim against the Company seeking damages in excess
of the amount of the Company's insurance coverage then in place, if any, could
expose the Company to damages or legal expenses which could be significant and
which could have a material adverse effect on the Company. The inability of the
Company to retain this insurance coverage or obtain adequate product liability
insurance coverage in the future or the entry of a judgment against the Company
in excess of available insurance coverage could force the Company either to
reduce operations or cease business activities altogether.
See "Description of Business."
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DEPENDENCE ON KEY PERSONNEL. The Company is dependent upon the skills
of its management team and the relationships of key executive personnel. There
is strong competition for qualified personnel in the financial services industry
and an inability to continue to attract, retain and motivate key personnel could
adversely affect the Company's intended business. There can be no assurances
that the Company will be able to retain its existing key personnel or to attract
additional qualified personnel. The Company does not have any key man life
insurance on any members of senior management, but will consider purchasing such
insurance when such insurance is deemed affordable. See "Item 9 - Directors,
Executive Officers, Promoters and Control Persons; Compliance with Section 16(a)
of the Exchange Act" and "Item 12-Certain Relationships and Related
Transactions."
CONTROL BY PRINCIPAL STOCKHOLDERS. The Company's principal
stockholders, directors and executive officers and their affiliates control the
voting power of approximately 83% of the outstanding Common Stock. As a result
of such Common Stock ownership, such persons will be in a position to exercise
significant control with respect to the affairs of the Company and the election
of directors. See "Item 11-Security Ownership of Certain Beneficial Owners and
Management."
SECURITIES RISKS
LIMITED PUBLIC MARKET FOR COMMON STOCK. There is currently a limited
public market for the Company's Common Stock. Holders of the Company's Common
Stock may, therefore, have difficulty selling their Common Stock, should they
decide to do so. In addition, there can be no assurances that such markets will
continue or that any shares of Common Stock, which may be purchased, may be sold
without incurring a loss. Further, the market price for the Common Stock may be
volatile depending on a number of factors, including business performance,
industry dynamics, news announcements or changes in general economic conditions.
See "Item 5-Market for Common Equity and Related Stockholder Matters."
DISCLOSURE RELATING TO LOW-PRICED STOCKS. The Company's Common Stock is
currently listed for trading in the over-the-counter market on the
Over-The-Counter Electronic Bulletin Board ("OTCB") maintained by the National
Association of Securities Dealers, Inc. ("NASD"), or in the "pink sheets"
maintained by the National Quotation Bureau, Inc., which are generally
considered to be less efficient markets than markets such as NASDAQ or other
national exchanges, and which may cause difficulty in conducting trades and in
obtaining future financing. The Company's securities are subject to the "penny
stock rules" adopted pursuant to Section 15 (g) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"). The penny stock rules apply to
non-NASDAQ companies whose common stock trades at less than $5.00 per share or
which have tangible net worth of less than $5,000,000 ($2,000,000 if the company
has been operating for three or more years). Such rules require, among other
things, that brokers who trade "penny stock" to persons other than "established
customers" complete certain documentation, make suitability inquiries of
investors and provide investors with certain information concerning trading in
the security, including a risk disclosure document and quote information under
certain circumstances. Many brokers have decided not to trade "penny stock"
because of the requirements of the penny stock rules and, as a result, the
number of broker-dealers willing to act as market makers in such securities is
limited. Because the Company's securities are subject to the "penny stock
rules," investors will find it more difficult to dispose of the securities of
the Company. Further, for companies whose securities are traded in the OTCB, it
is more difficult: (i) to obtain accurate quotations; (ii) to obtain coverage
for significant news events because major wire services, such as the Dow Jones
News Services, generally do not publish press releases about such companies; and
(iii) for companies whose shares are traded in the OTCB to obtain needed
capital. See "Item 5-Market for Common Equity and Related Stockholder Matters."
LACK OF DIVIDENDS ON COMMON STOCK. The Company has paid no dividends on
its Common Stock, as of the date of this Report, and there are no plans for
paying dividends on the Common Stock in the foreseeable future. The Company
intends to retain earnings, if any, to provide funds for the expansion of the
Company's business. See "Item 5 - Market for Common Equity and Related
Stockholder Matters."
FUTURE ISSUANCES OF PREFERRED STOCK. The Company's Certificate of
Incorporation authorizes the issuance of 5,000,000 shares of preferred stock,
par value $0.001 per share (the "Preferred Stock"), with such designation,
rights, preferences and privileges as may be determined from time to time by the
Board of Directors, without stockholder approval. In the event of issuance of
preferred stock, such issuance could be utilized, under certain circumstances,
as a method of discouraging, delaying or preventing a change in control of the
Company. Although the Company has no present intention to issue any shares of
its preferred stock, there can be no assurances that the Company will not do so
in the future. See "Item 5-Market for Common Equity and Related Stockholder
Matters."
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SHARES ELIGIBLE FOR FUTURE SALE; ISSUANCE OF ADDITIONAL SHARES. In
general, under Rule 144, as currently in effect, a person (or persons whose
shares are aggregated) who has beneficially owned restricted securities shares
for a least one year, including persons who may be deemed "affiliates" of the
Company, as that term is defined under the Securities Act of 1933, as amended
(the "Securities Act"), would be entitled to sell within any three month period
a number of shares that does not exceed the greater of 1% of the then
outstanding shares or the average weekly trading volume of shares during the
four calendar weeks preceding such sale. Sales under Rule 144 are also subject
to certain manner-of-sale provisions, notice requirements and the availability
of current public information about the Company. A person who has not been an
affiliate of the Company at any time during the three months preceding a sale,
and who has beneficially owned his shares for at least one year, would be
entitled to sell such shares without regard to any volume limitations under Rule
144.
Future sales of shares of Common Stock by the Company and its
stockholders could adversely affect the prevailing market price of the Common
Stock. There are currently 12,775,000 shares of Common Stock issued and
outstanding, of which approximately 1,650,000 shares are free trading shares or
are eligible to have the restrictive legend removed pursuant to Rule 144(k)
promulgated under the Securities Act. In addition, approximately 11,125,000
shares of the Company's restricted Common Stock are eligible for resale pursuant
to Rule 144, of which 10,631,250 shares are held by affiliates of the Company.
The shares issued to Baytree in September, 1997 are the subject of litigation
between the Company, Baytree and certain other parties. The Company is currently
seeking injunctive relief against the sale or other disposition of these shares.
No assurance can be given that the Company will be successful in connection with
this litigation and these shares will not be sold into the market. Sales of
substantial amounts of Common Stock in the public market, or the perception that
such sales may occur, could have a material adverse effect on the market price
of the Common Stock. Pursuant to its Certificate of Incorporation, the Company
has the authority to issue additional shares of Common Stock. The issuance of
such shares could result in the dilution of the voting power of the currently
issued and outstanding Common Stock. See "Item 3-Legal Proceedings" and "Item
5-Market for Common Equity and Related Stockholder Matters."
POTENTIAL ANTI-TAKEOVER EFFECT OF CERTAIN CHARTER PROVISIONS. The
Company's Certificate of Incorporation includes certain provisions which are
intended to protect the Company's stockholders by rendering it more difficult
for a person or persons to obtain control of the Company without cooperation of
the Company's management. The Company is subject to the General Corporation Law
of the State of Delaware, including Section 203, an anti-takeover law enacted in
1988. In general, the law restricts the ability of a publicly held Delaware
corporation from engaging in certain "business combinations" with an "interested
stockholder" for a period of three years after the date of the transaction in
which the person became an interested stockholder. Such provisions are often
referred to as "anti-takeover" provisions. The "anti-takeover" provisions in the
Certificate of Incorporation may delay, deter or prevent a takeover of the
Company which the stockholders may consider to be in their best interests,
thereby possibly depriving holders of the Company's Securities of certain
opportunities to sell or otherwise dispose of their securities at above-market
prices, or limit the ability of stockholders to remove incumbent directors as
readily as the stockholders may consider to be in their best interests. See
"Item 5-Market for Common Equity and Related Stockholder Matters."
LIMITATIONS ON DIRECTOR LIABILITY. The Company's Certificate of
Incorporation provides, as permitted by governing Delaware law, that a director
of the Company shall not be personally liable to the Company or its stockholders
for monetary damages for breach of fiduciary duty as a director, with certain
exceptions. These provisions may discourage stockholders from bringing suit
against a director for breach of fiduciary duty and may reduce the likelihood of
derivative litigation brought by stockholders on behalf of the Company against a
director. See "Item 10-Executive Compensation - Indemnification of Officers and
Directors."
ITEM 2. DESCRIPTION OF PROPERTIES
The Company currently maintains its corporate offices at 1157 North 5th
Street, Abilene, Texas 79601, where it leases 52,248 square feet of office space
located from ASB at an aggregate monthly rental of $33,477. Most of this leased
office space is leased for a period of two years, from August 1, 1997 to July
31, 1999. The leased space is automatically renewable for a like period of time,
if notification of termination is not made by ASB to the Company or vice versa,
within 180 days prior to the expiration of the term of the lease, of which
notice of termination of the automatic renewal clause has been provided to ASB
by the Company, pending renegotiations of lease specifications. The lease is
subject to adjustment at the time of renewal if there is an increase in the
Consumer Price Index for the year prior to the renewal date. Furthermore, ASB
has granted to the Company a right of first refusal to lease any additional
office space that may become available at that address. See "Item 12-Certain
Relationships and Related Transactions."
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On April 2, 1998, the Company acquired, from an unaffiliated third
party, real property consisting of land and a 3,400 square foot building,
located at 325 Hickory Street, Abilene, Texas 79601. This property was acquired
by the Company to act as a credit card embossing center as required by VISA and
MasterCard. The Company paid $68,000 to acquire the property and has completed
approximately $140,000 of improvements to the building. See "Item 6-Management's
Discussion and Analysis or Plan of Operation."
ITEM 3. LEGAL PROCEEDINGS
On June 30, 1998, Columbia Capital Corp., FICI, Douglas R. Baetz and
Glenn M. Gallant filed a complaint in the United States District Court for the
Southern District of Florida (Case No. 98-6701) against Baytree., Michael
Gardner, certain former officers and directors of the Company, and certain other
parties. The complaint alleges claims against the named defendants, including
fraud, securities fraud and breach of fiduciary duty, in connection with the
transactions related to the Stock Purchase Agreement, entered into as of
September 23, 1997, among Columbia Capital Corp., FICI, and Messrs. Gallant and
Baetz. The complaint seeks relief against the named defendants, including
monetary damages relating to improper sales of shares of Common Stock into the
public market by the named defendants and the cancellation of the shares of
Common Stock issued by the Company to Baytree for services rendered for
arranging the transactions which are the subject of the Stock Purchase
Agreement.
To the best knowledge of management, there is no material litigation,
pending or threatened, or judgment entered against the Company or any executive
officers or directors of the Company in his capacity as such.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the quarterly period ended December 31, 1998, the Company's
stockholders adopted no resolutions at a meeting or by written consent.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
COMMON STOCK
As of April 13, 1999, the authorized capital stock of the Company
consisted of 50,000,000 shares of Common Stock, and 5,000,000 shares of
Preferred Stock. As of April 13, 1999, there were issued and outstanding 12,
775,000 shares of Common Stock and no shares of Preferred Stock.
The Company's Common Stock is listed for trading on the OTCB maintained
by the National Association of Securities Dealers under the symbol "CLCK." The
Company's Common Stock has a very limited trading history and has only been
quoted on the OTCB since July 28, 1997.
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The following table sets forth quotations for the bid and asked prices
for the Company's Common Stock for the periods indicated below, based upon
quotations between dealers, without adjustments for retail mark-ups, mark-downs
or commissions, and therefore may not represent actual transactions:
BID PRICES ASKED PRICES
---------- ------------
HIGH LOW HIGH LOW
---- --- ---- ---
YEAR ENDED DECEMBER 31, 1997
3rd Quarter 3.50 3.25 5.25 5.00
4th Quarter 1.38 1.00 1.50 1.25
YEAR ENDED DECEMBER 31, 1998
1st Quarter 2.00 0.88 2.50 1.13
2nd Quarter 4.25 1.69 4.38 1.88
3rd Quarter 5.25 2.50 5.38 2.63
4th Quarter 2.69 0.56 2.88 0.69
YEAR ENDING DECEMBER 31, 1999
1st Quarter 1.13 0.13 1.22 0.22
The bid and asked sales prices of the Company's Common Stock, as traded
in the over-the-counter market, on April 13, 1999, were $0.25 and $0.31,
respectively. These prices are based upon quotations between dealers, without
adjustments for retail mark-ups, mark-downs or commissions, and therefore may
not represent actual transactions.
No dividend has been declared or paid by the Company since inception.
The Company does not anticipate that any dividends will be declared or paid in
the future. The transfer agent for the Company is Interwest Stock Transfer Co.,
Inc., 1981 East 4800 South, Salt Lake City, Utah 84117.
CERTAIN BUSINESS COMBINATION AND OTHER PROVISION OF CERTIFICATE OF INCORPORATION
As a Delaware corporation, the Company is currently subject to the
anti-takeover provisions of Section 203 of the Delaware General Corporation Law
("Section 203"). Section 203 provides, with certain exceptions, that a Delaware
corporation may not engage in any of a broad range of business combinations with
a person or an affiliate, or associate of such person, who is an "interested
stockholder" for a period of three (3) years from the date that such person
became an interested stockholder unless: (i) the transaction resulting in a
person becoming an interested stockholder, or the business combination, is
approved by the Board of Directors of the corporation before the person becomes
an interested stockholder; (ii) the interested stockholder acquired eighty five
percent (85%) or more of the outstanding voting stock of the corporation in the
same transaction that makes such person an interested stockholder (excluding
shares owned by persons who are both officers and directors of the corporation,
and shares held by certain employee stock ownership plans); or (iii) on or after
the date the person becomes an interested stockholder, the business combination
is approved by the corporation's board of directors and by the holders of at
least sixty-six and two-thirds percent (66-2/3%) of the corporation's
outstanding voting stock at an annual or special meeting, excluding shares owned
by the interested stockholder. Under Section 203, an "interested stockholder" is
defined as any person who is: (i) the owner of fifteen percent (15%) or more of
the outstanding voting stock of the corporations; or (ii) an affiliate or
associate of the corporation and who was the owner of fifteen percent (15%) or
more of the outstanding voting stock of the corporation at any time within the
three (3) year period immediately prior to the date on which it is sought to be
determined whether such person is an interested stockholder.
A corporation may, at its option, exclude itself from the coverage of
Section 203 by amending its certificate of incorporation or bylaws by action of
its stockholders to exempt itself from coverage, provided that such bylaw or
certificate of incorporation amendment shall not become effective until twelve
(12) months after the date it is adopted. The Company has not adopted such an
amendment to its Certificate of Incorporation or Bylaws.
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ITEM 6. 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.
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. FACTORS THAT COULD CAUSE OR
CONTRIBUTE TO SUCH MATERIAL DIFFERENCES INCLUDE THE FACTORS DISCLOSED IN THE
"RISK FACTORS" SECTION OF THIS REPORT, WHICH READERS OF THIS REPORT SHOULD
CONSIDER CAREFULLY.
OVERVIEW OF PRESENTATION. As of May 1, 1997, Messrs. Gallant and Baetz
acquired 100% of the issued and outstanding FICI Common Stock 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. Gallant and Baetz, pursuant
to which the Company issued an aggregate of 10,631,250 shares of the Company's
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. Gallant and Baetz, 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.
See "Item 3-Legal Proceedings."
In connection with the transactions relating to the Stock Purchase
Agreement and the acquisition of the FICI Common Stock by Messrs. Gallant and
Baetz, such persons obtained a controlling interest in FICI and, thereafter, the
Company. Therefore, for accounting purposes, the transactions relating to the
Stock Purchase Agreement are deemed to be transactions between entities under
common control. Accordingly, the business combination between the Company and
FICI was accounted for in a manner similar to a pooling of interests, whereby
the accounts of the entities involved were not revalued, but were combined at
their historical basis.
FICI's assets and liabilities were restated at their estimated fair
market value as of May 1, 1997 on the balance sheets of the Company at December
31, 1998 and December 31, 1997, in the Company's consolidated financial
statements for the years ended December 31, 1998 and 1997, included elsewhere
herein, at May 1, 1997, utilizing "pushdown accounting." The fair market value
of the restated assets was $1,200,746, and the fair value of the restated
liabilities was $574,670 at May 1, 1997. The purchase price (equity) of
$1,600,000 plus the restated liabilities of $574,670 totaled $2,174,670, as of
the date of purchase. The difference between the revalued liabilities and equity
of $2,174,670 and the restated assets of $1,200,746 resulted in the recording of
$973,924 as goodwill. The goodwill is anticipated to be amortized over 20 years
in accordance with generally accepted accounting principles, with a resulting
expense to the Company from goodwill amortization of approximately $4,058 per
month, with $48,696 of amortization expense included in the period ending
December 31, 1998 and $32,655 (from May 1, 1997 to December 31, 1997) of
amortization expense included in the results of operations for the year ended
December 31, 1997.
The Company has included in this Report the unaudited consolidated
financial statements of the Company for the years ended December 31, 1998 and
1997, which include the audited consolidated balance sheets of the Company as of
December 31, 1998 and December 31, 1997, and the related consolidated income
statements and statements of changes in stockholders' equity and cash flows for
the years ended December 31, 1998 and 1997. The consolidated income statements
and statements of cash flows of the Company for the years ended December 31,
1998 and 1997, which form a part of the Company's consolidated financial
statements for such periods, reflect the results of operations and cash flows of
the parent holding company for the four months ended April 30, 1997, and the
consolidated results of operations and cash flows of the parent holding company
and FICI for the year ended December 31, 1998 and the eight (8) months ended
December 31, 1997.
The Company has also included elsewhere in this Report the unaudited
pro forma consolidated financial statements of the Company for the years ended
December 31, 1998 and 1997 (the "Pro Forma Financial Statements"). The Pro Forma
Financial Statements include the consolidated balance sheets of the Company as
of December 31, 1998 and December 31, 1997, and the related consolidated income
statements and statements of changes in stockholders' equity and cash flows for
the years ended December 31, 1998 and 1997, and have been presented to reflect a
recapitalization of FICI, with FICI as the acquirer of the Company as of
September 23, 1997.
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For purposes of the following discussion and analysis, the results of
operations for the years ended December 31, 1998 and December 31, 1997,
presented herein, reflect the consolidated results of operations of the parent
holding company and FICI for the eight months ended December 31, 1997 and the
results of operations of FICI for the four months ended April 30, 1997. This
method of presentation was set forth herein to permit useful comparison between
the aggregated twelve month periods ended December 31, 1998 and December 31,
1997 with respect to FICI, the Company's sole operating subsidiary. Comparisons
between the consolidated operations of the parent holding company and FICI for
the year ended December 31, 1998 and the eight month period ended December 31,
1997 and the operations of the parent holding company during the four (4) months
ended April 30, 1997 are not meaningful because the parent holding company had
insignificant operations during such earlier period.
RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 1998 AND
DECEMBER 31, 1997. Total operating revenues for the year ended December 31, 1998
increased approximately 186% to $12,967,805 from $4,538,839 for the year ended
December 31, 1997. Total operating revenues principally include: (i) credit card
processing revenues, and (ii) banking and financial service revenues.
Credit card processing revenues during the year ended December 31, 1998
increased 331% to $10,747,212 from $2,495,762 during the year ended December 31,
1997. This increase primarily relates to the revenues associated with the Master
Agreement. The Master Agreement with Best Bank represented 83% of the credit
card revenues for the year ended December 31, 1998.
Banking and financial service revenues during the year ended December
31, 1998 decreased to $680,091 from $929,164. This decrease primarily related to
the decrease in revenues from the Company's processing arrangements with SSB
during the second half of 1998. As of August 1, 1998, ASB acquired SSB and
converted its 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
item and backroom processing services for ASB through February 29, 1999. The
Company generated revenues of approximately $104,000 from August, 1998 through
December 31, 1998. One time deconversion charges of approximately $25,000 were
included in the August, 1998 revenues. Management believes that anticipated
increases from the Company's credit card operations and future bank processing
opportunities will replace this reduced source of revenues and that the loss of
the SSB account is not anticipated to have a material adverse effect on total
revenue for fiscal 1999. However, no assurance to this effect can be given. The
Company intends 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 "Description
of Business - Year 2000 Compliance Issues."
Revenues from Pride Refining, Inc. ("Pride") decreased to $347,000 for
the year ended December 31, 1998 from $715,500 for the year ended December 31,
1997. 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 summer of 1999. Due to the increase in revenues from the Company's credit
card operations and bank processing, the loss of the Pride revenue did not have
a material adverse effect on total revenue for fiscal year 1998.
Total operating expenses during the year ended December 31, 1998
increased 97% to $9,760,857 from $4,950,018 during the year ended December 31,
1997. Total operating expenses principally include: (i) cost of salaries and
employee benefits, (ii) equipment expenses, (iii) cost of office supplies and
services, (iv) rental and facilities maintenance expenses, and (v) depreciation
and amortization expenses, as follows:
Cost of salaries and employee benefits during the year ended December
31, 1998 increased 59% to $3,229,550 from $2,027,449 during the year ended
December 31, 1997. This increase primarily resulted from an increase of
approximately 19 full time employees at December 31, 1998 from December 31, 1997
to enable the Company to accommodate increased demand for credit card processing
services relating to the Master Agreement.
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Equipment lease and maintenance expenses during the year ended December
31, 1998 increased 66% to $2,438,112 from $1,470,993 during the year ended
December 31, 1997. This increase primarily related to the negotiation of an
equipment lease with IBM to upgrade the Company's computer hardware and the
lease of Data Card 9000 credit card production equipment during the last quarter
of the year ended December 31, 1997.
Cost of office supplies and services, including professional and
outside services, during the year ended December 31, 1998 increased 300% to
$2,353,177 from $588,197 during the year ended December 31, 1997. This increase
related to the expanded volume of services provided by the Company as a result
of the Master Agreement.
Facilities rent expense during the year ended December 31, 1998
increased 64% to $436,493 from $266,267 during the year ended December 31, 1997.
This increase related to the negotiation of a new office lease agreement in
August, 1997 which increased the Company's office space from 22,000 square feet
to 52,000 square feet.
In addition, depreciation and amortization expenses during the year
ended December 31, 1998 increased 4% to $212,542 from $205,049 during the year
ended December 31, 1997. The increase related to the revaluation of the
Company's assets to fair market value on May 1, 1997 in connection with the
completion of the transactions relating to the Stock Purchase Agreement.
Other revenues and expenses resulted in total other expenses of $69,645
during the year ended December 31, 1998, as compared to total other expenses of
$250,203 during the year ended December 31, 1997. This decrease in expenses
between the respective periods resulted from $186,921 of costs related to the
acquisition of FICI by the Company in the third quarter of 1997, which were not
recurring during the twelve (12) months ended December 31, 1998, and interest
income of $49,056 from certain certificates of deposit during the year ended
December 31, 1998, as compared to $9,640 during the year ended December 31,
1997, offset by a net increase of interest expense of $45,779 during the year
ended December 31, 1998 from the year ended December 31, 1997, primarily
relating to the Line of Credit provided by Century, an affiliate of Messrs.
Gallant and Baetz. See "Description of Business-Recent Changes in the Business
of the Company; Closure of BestBank and Related Matters."
Further, certain miscellaneous expenses, including insurance, postage
and delivery fees, and franchise use and sales taxes, during the year ended
December 31, 1998, increased 192% to $902,738 from $309,268 during the year
ended December 31, 1997. These increases resulted primarily from the expanded
volume of services provided by the Company as a result of the Master Agreement.
As a result of the foregoing, the Company generated net income of
$2,024,675 during the year ended December 31, 1998, as compared to a net loss of
$507,720 during the year ended December 31, 1997. The Company generated income
from operations of $3,206,948 during the year ended December 31, 1998, as
compared to a loss from operations of $479,626 during the year ended December
31, 1997. This increase in income from operations primarily resulted from
increased revenue related to the conversion of the BestBank credit card
portfolio in October, 1997 pursuant to the Processing Agreement, which has been
terminated by the FDIC, as of March 4, 1999, in connection with the closure of
BestBank. Due to economies of scale related to the increased number of accounts
processed, expenses increased at a much lower percentage than revenues. Also,
the Company's proposed business plan contemplates the 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 or that the
termination of the Processing Agreement will not have a material adverse effect
on the financial condition of the Company. See "Liquidity and Capital
Resources."
LIQUIDITY AND CAPITAL RESOURCES. At December 31, 1998, the ratio of
current assets to current liabilities was 1.47 to 1 as compared to 0.82 to 1 at
December 31, 1997.
The Company's cash flow needs for the year ended December 31, 1998 were
primarily provided from operations. The Company's cash flow needs for the year
ended December 31, 1997 were primarily provided from operations and the Line of
Credit. At December 31, 1998, a $270,000 unallocated reserve for bad debts was
carried by the Company. At December 31, 1998, prepaid expenses were $582,633 and
are anticipated to be expensed as used in the future. Net property and equipment
was $1,502,945 at December 31, 1998. 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
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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 December 31, 1998, the principal outstanding balance
on the note was $154,577. Major capital additions during the year ended December
31, 1998 included personal computer system and network upgrades of approximately
$207,000, software upgrades of approximately $350,000, and building expenses of
approximately $183,000 relating to the construction of the production facility.
As of March 4, 1999, the FDIC announced that it was terminating the
Processing 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 had a material adverse effect on the Company's
first quarter 1999 results of operations. The inability of RRICC to close the
Purchase and Sale Agreement resulted in the loss of the $1,000,000
non-refundable deposit and the nonrepayment of the Company's loan to RRICC. This
loss resulted in the Company's charging-off of the note receivable from RRICC in
the Company's 1998 fourth quarter and year end results of operations.
Management of the Company hopes the Company will be able to replace the
loss of revenue from the Master Agreement and is currently working to negotiate
new business to offset such loss. Furthermore, since February 26, 1999, the
Company has continued to provide processing revenues to the FDIC in connection
with the Portfolio. These services have been provided without the benefit of a
contract, but are expected to continue for several months. However, no assurance
to this effect can be given. During March, 1999, total revenues generated from
services provided to the FDIC aggregated approximately $680,000. Management
believes that the Company will have to reduce current operating costs and,
possibly, seek 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. 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,
which will have a material adverse effect on the Company's financial condition.
On September 11, 1997, as a result of the reduced cash flow relating to
the expiration of the Clark Agreement on June 30, 1997, the Company entered into
the Line of Credit with Century. The Line of Credit provided for an aggregate
maximum amount of $2,000,000 of credit, secured by all of the Company's assets,
at an interest rate of ten percent (10%) per annum. On October 31, 1998, the
Company renewed the Line of Credit, and reduced the aggregate maximum amount of
available credit to $700,000. Century also released its security interest in the
Company's assets. Century is not obligated to make advances to the Company under
the Line of Credit.
As of October 31, 1997, the Company had drawn down the principal amount
of $1,400,000 on the Line of Credit. The Line of Credit constituted a principal
source of cash flow during the period between the expiration of the Clark
Agreement and the commencement of the Master Agreement. As of December 31, 1998,
the principal outstanding obligation to Century on the Line of Credit had been
reduced to $700,000 from cash flow generated from the Company's operations.
Cash and cash equivalents were $268,400, as of December 31, 1998, as
compared to $17,861 as of December 31, 1997. This increase was primarily
attributable to positive cash flow during the year ended December 31, 1998.
As of December 31, 1998 and December 31, 1997, the Company's long-term
borrowings were $143,182 and none, respectively. Long-term borrowings at
December 31, 1998 consisted of the note payable of $154,577 to American State
Bank, less the current portion of the note payable.
As of December 31, 1998, the Company had short-term borrowings in the
aggregate amount of $711,395, as compared to $1,300,000 at December 31, 1997,
consisting principally of obligations to Century under the Line of Credit. The
decrease in short-term borrowings primarily was attributable to payments on the
Line of Credit throughout the year ended December 31, 1998 generated through
positive cash flow from operations.
23
<PAGE>
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 $501,000, $200,000 of which
had initially been drawn down from the Line of Credit and the balance of which
was generated by cash flow from operations.
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 (used in) operating activities was $1,784,437 and
($557,265) for the years ended December 31, 1998 and 1997, respectively. Net
cash provided by operations during the year ended December 31, 1998 primarily
consisted of net income from operations, increases in accruals and accounts
payable and deferred income taxes, decreases in accounts receivable, and
depreciation and amortization, offset by increases in deposits and prepaid
expenses. Net cash used by operations during the year ended December 31, 1997
primarily consisted of depreciation and amortization and decreases in accounts
receivable, offset by net losses from operations, decreases in accruals and
accounts payable, increases in deposits and prepaid expenses, and deferred tax
benefits.
Net cash (used in) investing activities was ($1,398,225) and ($561,897)
for the years ended December 31, 1998 and 1997, respectively. In the year ended
December 31, 1998, the Company utilized $1,200,803 to purchase certain fixed
assets, including the upgrade of the IBM equipment lease and personal computer
and network systems upgrades and a credit card production facility, and utilized
$197,422 to invest in the Certificates of Deposit which are pledged to finance
the lease agreements on the Company's mainframe computer system. In the year
ended December 31, 1997, the Company utilized $392,623 to purchase certain fixed
assets, including office furniture, credit card computer equipment and computer
software and $203,578 to invest in certain interest bearing deposits. The
Company also acquired $34,000 of cash in connection with the acquisition of
FICI.
Net cash provided by (used in) financing activities was ($135,673) and
$931,443 for the years ended December 31, 1998 and 1997, respectively. In the
year ended December 31, 1998, the Company made payments of $600,000 on the Line
of Credit, which was offset by the receipt of $309,750 from the issuance of
Common Stock upon the exercise of stock options and the receipt of proceeds of
$154,577, net of payments, pursuant to a construction loan from American State
Bank to finance the construction of a credit card production facility. In the
year ended December 31, 1997, the Company received proceeds of $963,000 from the
Line of Credit, net of payments, which was utilized to finance the Company's
business operations, and which was offset by a decrease of $31,557 in the
Company's bank overdraft position.
The Company's business plan contemplates continued expansion of
operations from such increased operational capacity and to acquire additional
and upgraded equipment and software based on future perceived needs by
management. There can be no assurances that the Company will be able to generate
business sources to utilize existing operational capacity or that the Company
will generate sufficient positive cash flow or develop additional sources of
financing to continue the Company's business plan of growth and expansion.
YEAR 2000 DILEMMA AND COMPLIANCE. 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.
24
<PAGE>
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 required to be adopted as of December 31, 1999. SFAS No.
133 establishes standards for reporting financial and descriptive informaion
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 ow 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 encourage. Management does not believe the adoption of
these promouncements will have a material impact on the financial statements.
ITEM 7. FINANCIAL STATEMENTS.
Consolidated balance sheet of Columbia Capital Corp. and subsidiary as
of December 31, 1998 and 1997, and the related statements of operations,
stockholders' equity (deficiency) and cash flows for the years ended December
31, 1998 and 1997, and the balance sheet of First Independent Computer, Inc., as
of April 30, 1997 and December 31, 1996, and the related statements of
operations, stockholders' equity (deficiency) and cash flows for the four (4)
months and one year periods then ended, respectively.
Unaudited pro forma consolidated balance sheets of Columbia Capital
Corp. and subsidiary as of December 31, 1998 and 1997, and the consolidated pro
forma income statements, stockholders' equity and cash flows for the years then
ended.
The financial statements required by this Item 7 are included elsewhere
in this Report and incorporated herein by this reference.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
By letter dated December 4, 1997, the Company terminated David T.
Thompson, P.C. as independent certified accountants for the Company. David T.
Thompson, P.C. had been the Company's independent certified accountants since
February, 1993.
As of December 4, 1997, the Company engaged Davis, Kinard & Co., P.C.
as the Company's independent auditors to replace David T. Thompson, P.C.
Company's.
25
<PAGE>
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT
The directors of the Company currently have terms which will end at the
next annual meeting of the stockholders of the Company or until their successors
are elected and qualify, subject to their prior death, resignation or removal.
There is no familial relationship among any of the officers or directors of the
Company. The following reflects certain biographical information on the current
directors and executive officers of the Company:
NAME POSITION AGE
---- -------- ---
Kenneth A. Klotz President and Chairman of the Board 53
of Directors and a Director
Charles LaMontagne Chief Financial Officer, Executive
Vice President, Secretary and Director 46
Olan Beard Executive Vice President, Chief
Operating Officer and Director 44
Donald L. Thone Director 51
Robert M. Feldman Director 52
KENNETH A. KLOTZ joined FICI in 1994 as President and Chief Executive
Officer. Mr. Klotz became a member of the Company's Board of Directors on
September 23, 1997 and has served as the Company's President and Chief Executive
Officer since that date. On November 3, 1998, Mr. Klotz became the Chairman of
the Board of Directors. Mr. Klotz has worked extensively in the computer data
processing industry for over thirty years, generally focusing on the management
of information systems using mainframe computer equipment. Mr. Klotz has served
in key executive roles for the last nineteen years.
CHARLES LAMONTAGNE joined FICI in 1994 as Senior Vice President of
Banking Services and Chief Financial Officer. Mr. LaMontagne became a member of
the Company's Board of Directors on September 23, 1997 and now serves as the
Company's Executive Vice President. On March 10, 1998, Mr. LaMontagne was
appointed Chief Financial Officer of the Company. On November 3, 1998, Mr.
LaMontagne became the Company's Secretary. Prior to joining FICI, Mr. LaMontagne
worked in a variety of Texas banks and refining companies for over nineteen
years, generally focusing on controller responsibilities. Mr. LaMontagne has
extensive experience in a wide array of issues pertaining to financial control
and budgeting.
OLAN BEARD joined FICI in 1994 as Senior Vice President of Credit Card
Services and Chief Operations Officer. Mr. Beard became a member of the
Company's Board of Directors on September 23, 1997, and now serves as the
Company's Executive Vice President and Chief Operations Officer. Prior to
joining FICI, Mr. Beard worked in a variety of Texas banks for over twenty
years, gradually ascending the line of command, and serving in key executive
positions for the past sixteen years. Mr. Beard has extensive experience in
operations generally and in credit card operations particularly.
ROBERT FELDMAN joined the Board of Directors of the Company on June 4,
1998. Mr. Feldman has been the President, Chief Executive Officer and Chairman
of the Board of Directors of Health & Leisure, Inc., a public company, from 1993
to the present. Mr. Feldman acts as a consultant in the health care industry.
Mr. Feldman holds a Bachelors of Science Degree from Ohio State University in
Pharmacy.
26
<PAGE>
DONALD L. THONE joined the Board of Directors on June 4, 1998. Mr.
Thone was the President and Chief Executive Officer of Synagro Technologies,
Inc. ("Synagro") from January, 1994 until February, 1998, and Chairman of
Synagro from February, 1998 through August, 1998. Mr. Thone is currently a
consultant to Synagro. Mr. Thone has managed numerous companies in the
environmental industry. Mr. Thone holds a Bachelors of Science Degree from
Arkansas Tech. University and a MED degree from Northeastern State.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION. The Board
of Directors has a Compensation Committee and an Audit Committee comprised of
the following members of the Board of Directors: Donald L. Thone and Robert
Feldman, each of whom may be deemed to be outside/non-employee director. The
Board has no standing committee on nominations or any other committees
performing equivalent functions.
The Compensation Committee reviews and approves the annual salary and
bonus for each executive officer (consistent with the terms of any applicable
employment agreement), reviews, approves and recommends terms and conditions for
all employee benefit plans (and changes thereto) and administers the Company's
stock option plans and such other employee benefit plans as may be adopted by
the Company from time to time.
The Audit Committee reports to the Board regarding the appointment of
the independent public accountants of the Company, the scope and fees of the
prospective annual audit and the results thereof, compliance with the Company's
accounting and financial policies and management's procedures and policies
relative to the adequacy of the Company's system of internal accounting
controls.
COMPLIANCE WITH SECTION 16 OF THE SECURITIES EXCHANGE ACT OF 1934.
Section 16(a) of the Exchange Act requires the Company's directors and executive
officers and beneficial holders of more than 10% of the Company's Common Stock
to file with the Commission initial reports of ownership and reports of changes
in ownership and reports of changes in ownership of such equity securities of
the Company. The first time that such reports first were required to be filed
was March 2, 1998, when the Company first became subject to the reporting
requirements of the Exchange Act. As of the date of this Report, the Company
believes that all reports needed to be filed have been filed in a timely manner
for the year ended December 31, 1998.
27
<PAGE>
ITEM 10. EXECUTIVE COMPENSATION
EMPLOYMENT AGREEMENTS. On November 5, 1998, the Company entered into
written five (5) year employment agreements with Messrs. Klotz, LaMontagne and
Beard, the Company's executive officers. These agreements provide for annual
compensation of $108,000, $81,250, and $81,250, respectively, plus other
benefits. These executive officers will also be entitled to participate in stock
option and bonus plans which have been adopted by the Company for the Company's
officers, directors, employees and consultants. In the event of their
involuntary termination, other than for cause or certain other circumstances,
each of such persons will be entitled to receive the unpaid base salary, which
would otherwise be payable to such persons during the remainder of the term of
the employment agreement, in semi-monthly installments during the remainder of
such term.
SUMMARY COMPENSATION TABLE. The following table sets forth certain
information concerning compensation of certain of the Company's executive
officers (the "Named Executives"), including the Company's Chief Executive
Officer and all executive officers whose total annual salary and bonus exceeded
$100,000, for the years ended December, 1998 and 1997:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Annual Compensation Long Term Compensation
------ ------------ ----------------------
Awards Payouts
- -------------------------------------------------------------------------------------------------------------------
Restricted Securities
Name and Other annual Stock Underlying LTIP All other
principal Compensation Awards (s) Options/SARs Payouts Compensation
position Year Salary Bonus ($) ($) (#) ($) ($)
- --------------- ------- -------- --------- ---------------- ------------ --------------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Kenneth A. 1998 $89,941 -0- -0- -0- 50,000 - -
Klotz (1) 1997 $86,000 -0- $2,400 -0- -0- - -
</TABLE>
- ------------------------
(1) Mr. Klotz was appointed as the Company's Chief Executive Officer on
September 23, 1997.
28
<PAGE>
OPTIONS/SAR GRANTS TABLE DURING LAST FISCAL YEAR. The following table
sets forth certain information concerning grants of stock options to certain of
the Named Executives, for the fiscal year ended December 31, 1998:
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rate of
Stock Price Appreciation
Individuals Grants For Option Term (1)
- ------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g)
Number of % of
Securities Total
Underlying Options/
Options/ SARs Exercise
SARs Granted to Or Base
Granted Employees Price Expiration
Name (#) In Fiscal Year ($/Share) (1) Date (1) 5%($) 10%($)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Kenneth A. Klotz (2) 50,000 33.33% $0.48 6/30/08 $52,000 $91,500
</TABLE>
- --------------------
(1) This chart assumes a market price of $0.98 for the Common Stock,
the average of the bid and asked prices for the Company's Common Stock in the
over-the-counter market, as of December 31, 1998, as the assumed market price
for the Common Stock with respect to determining the "potential realizable
value" of the shares of Common Stock underlying the options described in the
chart, as reduced by any lesser exercise price for such options. Each of the
options reflected in the chart was granted at exercise prices, which the Company
believes to have been determined based on the fair market value of the Common
Stock as of the date of grant. Further, the chart assumes the annual compounding
of such assumed market price over the relevant periods, without giving effect to
commissions or other costs or expenses relating to potential sales of such
securities. The Company's Common Stock has a very limited trading history. These
values are not intended to forecast the possible future appreciation, if any,
price or value of the Common Stock. See "Item 5-Market Price of Common Equity
and Related Stockholder Matters" and "Executive Compensation-Stock Option Plan."
(2) Mr. Klotz was granted an option to purchase up to 50,000 shares of
Common Stock at an exercise price of $0.48 per share. These options were
initially granted with an exercise price of $2.28 per share, but were repriced
to $0.48 per share on December 24, 1998, or approximately 85% of the fair market
value of the Common Stock, as of such date. See "Item 10-Executive
Compensation-Option Repricings".
29
<PAGE>
OPTIONS EXERCISE AND YEAR-END VALUES. The following table sets forth
information with respect to the exercised and unexercised options to purchase
shares of Common Stock for each of the Named Executives held by them at December
31, 1998:
<TABLE>
<CAPTION>
Value of Unexercised
Shares Number of Unexercised In the Money
Acquired Value Options at Options at
On Exercised Realized December 31, 1998 December 31, 1998 (1)
------------ --------- ----------------- ---------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Kenneth A. Klotz -0- -0- 33,333 16,667 $16,666 $8,334
</TABLE>
- ------------------
(1) Represents an amount equal to the number of options multiplied by the
difference between the average of the closing bid and asked prices for
the Common Stock in the Over-the-Counter Market on December 31, 1998
($0.98 per share) and any lesser exercise price.
OPTION REPRICINGS. The following tables set forth certain information
with respect to the repricing of stock options previously granted during 1998 to
the Named Executives:
<TABLE>
<CAPTION>
LENGTH OF
SECURITIES ORIGINAL
UNDERLYING MARKET PRICE OPTION TERM
NUMBER OF OF STOCK AT REMAINING ON
OPTIONS TIME OF EXERCISE PRICE DATE OF
REPRICED OR REPRICING OR AT TIME OF REPRICING NEW EXERCISE REPRICING
NAME DATE AMENDED AMENDMENT OR AMENDMENT PRICE OR AMENDMENT
- ---- ---- ----------- ------------ -------------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Kenneth A. Klotz (1) 12/24/98 50,000 $0.55 $2.28 $0.48 9 years
</TABLE>
- ------------------
(1) On July 24, 1998, 50,000 options were granted to Mr. Klotz at $2.28 per
share. On December 24, 1998, these options were repriced to $0.48 per
share, or 85% of the fair market value of the Common Stock on the
repricing date.
STOCK OPTION PLAN. As of March 25, 1998, the Company's Board of
Directors approved a 1998 Stock Option Plan (the "Stock Option Plan"), which was
approved by Board of Directors on March 25, 1998 and submitted to the
Stockholders for approval at the Company's annual meeting of stockholders held
in July, 1998, where it was approved. The Company has reserved for issuance
thereunder an aggregate of 1,250,000 shares of Common Stock. The Stock Option
Plan provides for the grant to employees of the Company of incentive stock
options within the meaning of Section 422 of the Code, and for the grant to
employees and consultants of nonstatutory stock options. The Stock Option Plan
limits the number of shares that can be granted to any one individual in any
fiscal year to 125,000 shares. A description of the Stock Option Plan is set
forth below. The description is intended to be a summary of the material
provisions of the Stock Option Plan and does not purport to be complete.
30
<PAGE>
GENERAL
The general purposes of the Stock Option Plan are to attract and retain
the best available personnel for positions of substantial responsibility, to
provide additional incentive to employees and consultants of the Company and to
promote the success of the Company's business. It is intended that these
purposes will be effected through the granting of stock options, which may be
either "incentive stock options" as defined in Section 422 of the Code, or
nonstatutory stock options.
The Stock Option Plan provides that options may be granted to the
employees (including officers and directors who are employees) and consultants
of the Company, or of any parent or subsidiary of the Company. Incentive stock
options may be granted only to employees. An employee or consultant, who has
been granted an option may, if otherwise eligible, be granted additional
options. The Company has granted options to purchase up to 316,666 shares of
Common Stock under the Stock Option Plan at exercise prices between $0.48 and
$0.62 per share.
ADMINISTRATION OF AND ELIGIBILITY UNDER RESTATED STOCK OPTION PLAN
The Stock Option Plan, as adopted, provides for the issuance of options
to purchase shares of Common Stock to officers, directors, employees,
independent contractors and consultants of the Company and its subsidiaries as
an incentive to remain in the employ of or to provide services to the Company
and its subsidiaries. The Stock Option Plan authorizes the issuance of incentive
stock options ("ISOs"), non-qualified stock options ("NSOs") and stock
appreciation rights ("SARs") to be granted by a committee (the "Committee") to
be established by the Board of Directors to administer the Stock Option Plan,
which will consist of at least two (2) outside directors of the Company.
Subject to the terms and conditions of the Stock Option Plan, the
Committee will have the sole authority to determine: (a) the persons
("optionees") to whom options to purchase shares of Common Stock and SARs will
be granted, (b) the number of options and SARs to be granted to each such
optionee, (c) the price to be paid for each share of Common Stock upon the
exercise of each option, (d) the period within which each option and SAR will be
exercised and any extensions thereof, and (e) the terms and conditions of each
such stock option agreement and SAR agreement which may be entered into between
the Company and any such optionee.
All officers, directors and employees of the Company and its
subsidiaries and certain consultants and other persons providing significant
services to the Company and its subsidiaries will be eligible to receive grants
of options and SARs under the Stock Option Plan. However, only employees of the
Company and its subsidiaries are eligible to be granted ISOs.
STOCK OPTION AGREEMENTS
All options granted under the Stock Option Plan will be evidenced by an
option agreement or SAR agreement between the Company and the optionee receiving
such option or SAR. Provisions of such agreements entered into under the Stock
Option Plan need not be identical and may include any term or condition which is
not inconsistent with the Stock Option Plan and which the Committee deems
appropriate for inclusion.
INCENTIVE STOCK OPTIONS
Except for ISOs granted to stockholders possessing more than ten
percent (10%) of the total combined voting power of all classes of the
securities of the Company or its subsidiaries to whom such ownership is
attributed on the date of grant ("Ten Percent Stockholders"), the exercise price
of each ISO must be at least one hundred percent (100%) of the fair market value
of the Company's Common Stock as determined on the date of grant. ISOs granted
to Ten Percent Stockholders must be at an exercise price of not less than one
hundred ten percent (110%) of such fair market value.
Each ISO must be exercised, if at all, within ten (10) years from the
date of grant, but, within five (5) years of the date of grant in the case of
ISO's granted to Ten Percent Stockholders. An optionee of an ISO may not
exercise an ISO granted under the Stock Option Plan so long as such person holds
a previously granted and unexercised ISO. The aggregate fair market value
(determined at time of the grant of the ISO) of the Common Stock with respect to
which the ISOs are exercisable for the first time by the optionee during any
calendar year shall not exceed $100,000.
31
<PAGE>
As of the date of this Report, no ISO's have been granted under the
Stock Option Plan.
NON-QUALIFIED STOCK OPTIONS
The exercise price of each NSO will be determined by the Committee on
the date of grant. The Company hereby undertakes not to grant any non-qualified
stock options under the Stock Option Plan at an exercise price less than eighty
five percent (85%) of the fair market value of the Common Stock on the date of
grant of any non-qualified stock option under the Stock Option Plan. The
exercise period for each NSO will be determined by the Committee at the time
such option is granted, but in no event will such exercise period exceed ten
(10) years from the date of grant.
As of the date of this Report, the Company has granted NSO's to
directors to purchase up to 316,666 shares of Common Stock under the Stock
Option Plan at exercise prices between $0.48 and $0.62 per share.
STOCK APPRECIATION RIGHTS
Each SAR granted under the Stock Option Plan will entitle the holder
thereof, upon the exercise of the SAR, to receive from the Company, in exchange
therefor, an amount equal in value to the excess of the fair market value of the
Common Stock on the date of exercise of one share of Common Stock over its fair
market value on the date of exercise of one share of Common Stock over its fair
market value on the date of grant (or in the case of an SAR granted in
connection with an option, the excess of the fair market of one share of Common
Stock at the time of exercise over the option exercise price per share under the
option to which the SAR relates), multiplied by the number of shares of Common
Stock covered by the SAR or the option, or portion thereof, that is surrendered.
SARs will be exercisable only at the time or times established by the
Committee. If an SAR is granted in connection with an option, the SAR will be
exercisable only to the extent and on the same conditions that the related
option could be exercised. The Committee may withdraw any SAR granted under the
Stock Option Plan at any time and may impose any conditions upon the exercise of
an SAR or adopt rules and regulations from time to time affecting the rights of
holders of SARs.
As of the date of this Report, no SAR's have been granted.
TERMINATION OF OPTION AND TRANSFERABILITY
In general, any unexpired options and SARs granted under the Stock
Option Plan will terminate: (a) in the event of death or disability, pursuant to
the terms of the option agreement or SAR agreement, but not less than six (6)
months or more than twelve (12) months after the applicable date of such event,
(b) in the event of retirement, pursuant to the terms of the option agreement or
SAR agreement, but no less that thirty (30) days or more than three (3) months
after such retirement date, or (c) in the event of termination of such person
other than for death, disability or retirement, until thirty (30) days after the
date of such termination. However, the Committee may in its sole discretion
accelerate the exercisability of any or all options or SARs upon termination of
employment or cessation of services. The options and SARs granted under the
Stock Option Plan generally will be non-transferable, except by will or the laws
of descent and distribution.
ADJUSTMENTS RESULTING FROM CHANGES IN CAPITALIZATION
The number of shares of Common Stock reserved under the Stock Option
Plan and the number and price of shares of Common Stock covered by each
outstanding option or SAR under the Stock Option Plan will be proportionately
adjusted by the Committee for any increase or decrease in the number of issued
and outstanding shares of Common Stock resulting from any stock dividends,
splits, consolidations, recapitalizations, reorganizations or like event.
AMENDMENT OR DISCONTINUANCE OF STOCK OPTION PLAN
The Board of Directors has the right to amend, suspend or terminate the
Stock Option Plan at any time. Unless sooner terminated by the Board of
Directors, the Stock Option Plan will terminate on December 31, 2006, the tenth
anniversary date of the effectiveness of the Stock Option Plan.
32
<PAGE>
OTHER OPTIONS. 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. A dispute arose between the Company and
Worldwide and the parties agreed to terminate the consulting agreement. 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. Worldwide
elected, in part, to make payment by exercising the options against amounts
otherwise payable for services rendered by Mr. Markow, in which the fee will be
considered to be paid in full by delivery to Mr. Markow of the shares underlying
such options upon exercise thereof. The consulting services provided by
Worldwide resulted in 235,000 shares being exercised for services rendered and
40,000 shares being exercised for cash. Upon termination of the consulting
agreement, the balance of the options were canceled and the Company paid
Worldwide the sum of $15,000.
On July 1,1998, the Company issued to Matthias & Berg LLP, counsel to
the Company, ten (10) year options to purchase up to 100,000 shares of the
Company's Common Stock at an exercise price of $2.28 per share, which were
repriced to $0.48 per share as of December 24,1998.
DIRECTORS AND OFFICERS LIABILITY INSURANCE. The Company has obtained
directors' and officers' liability insurance with an aggregate limit of
liability for the policy year, inclusive of costs of defense, in the amount of
$2,000,000. The insurance policy expires on April 8, 2000.
LIMITATIONS ON DIRECTORS' LIABILITIES; INDEMNIFICATION OF OFFICERS AND
DIRECTORS. Pursuant to the Company's Certificate of Incorporation and under
Delaware law, directors of the Company are not liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty, except for
liability in connection with a breach of duty of loyalty, for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, for dividend payments or stock repurchases illegal under Delaware law or
any transaction in which a director has derived an improper personal benefit.
The Company's Certificate of Incorporation and Bylaws designate the relative
duties and responsibilities of the Company's officers, establish procedures for
actions by directors and stockholders and other items. The Company's Certificate
of Incorporation and Bylaws also contain extensive indemnification provisions,
which will permit the Company to indemnify its officers and directors to the
maximum extent provided by Delaware law.
In addition, the Company has adopted a form of indemnification
agreement (the "Indemnification Agreement") which provides the indemnitee with
the maximum indemnification allowed under applicable law. The Company has
entered into Indemnification Agreements with each of its directors. Since the
Delaware statute is non-exclusive, it is possible that certain claims beyond the
scope of the statute may be indemnifiable. The Indemnification Agreements
provide a scheme of indemnification which may be broader than that specifically
provided by Delaware law. It has not yet been determined, however, to what
extent the indemnification expressly permitted by Delaware law may be expanded,
and therefore the scope of indemnification provided by the Indemnification
Agreements may be subject to future judicial interpretation.
The Indemnification Agreement provides, in pertinent part, that the
Company shall indemnify an indemnitee who is or was a party or becomes a party
or is threatened to be made a party to any threatened, pending or completed
action or proceeding whether civil, criminal, administrative or investigative by
reason of the fact that the indemnitee is or was a director, officer, key
employee or agent of the Company or any subsidiary of the Company. The Company
shall advance all expenses, judgments, fines, penalties and amounts paid in
settlement (including taxes imposed on indemnitee on account of receipt of such
payouts) incurred by the indemnitee in connection with the investigation,
defense, settlement or appeal of any civil or criminal action or proceeding as
described above. The indemnitee shall repay such amounts advanced only if it
shall be ultimately determined that he or she is not entitled to be indemnified
by the Company. The advances paid to the indemnitee by the Company shall be
delivered within 20 days following a written request by the indemnitee. Any
award of indemnification to an indemnitee, if not covered by insurance, would
come directly from the assets of the Company, thereby affecting a stockholder's
investment.
33
<PAGE>
TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL AGREEMENTS. Except as
set forth in employment agreements of certain employees of the Company and its
subsidiaries, the Company has no compensatory plans or arrangements which relate
to the resignation, retirement or any other termination of an executive officer
or key employee with the Company or a change in control of the Company or a
change in such executive officer's or key employee's responsibilities following
a change in control.
34
<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of April 13, 1999, the Company had issued and outstanding 12,775,000
shares of Common Stock. The following table reflects, as of March 15, 1999, the
beneficial Common Stock ownership of: (a) each director of the Company, (b) each
current named executive officer, (c) each person known by the Company to be a
beneficial owner of five percent (5%) or more of its Common Stock and (d) all
executive officers and directors of the Company as a group:
NAME AND ADDRESS OF BENEFICIAL OWNER NUMBER OF SHARES (1) PERCENT #
- ------------------------------------ -------------------- ---------
Glenn M. Gallant
3020 N.W. 33rd Avenue
Fort Lauderdale, Florida 33311 5,348,958(2) 41.76
Douglas R. Baetz
3030 N.W. 33rd Avenue
Fort Lauderdale, Florida 33311 5,348,958(2) 41.76
Kenneth A. Klotz
1157 North 5th Street
Abilene, Texas 79601 54,949(3) *
Charles LaMontagne
1157 North 5th Street
Abilene, Texas 79601 56,365(3) *
Olan Beard
1157 North 5th Street
Abilene, Texas 79601 52,000(3) *
Robert M. Feldman
2720 Sonata Drive
Columbus, Ohio 43209 69,000(3) *
Donald L. Thone
202 Hickory Creek Lane
Little Rock, Arkansas 72212 50,000(3) *
All directors and officers as a group
(5 persons) 282,314 2.18
- --------------------
# Pursuant to the rules of the Commission, shares of Common Stock which
an individual or group has a right to acquire within 60 days pursuant to the
exercise of options or warrants are deemed to be outstanding for the purpose of
computing the percentage ownership of such individual or group, but are not
deemed to be outstanding for the purpose of computing the percentage ownership
of any other person shown in the table.
* Represents less than 1% of the issued and outstanding shares of the
Company.
(1) These numbers give effect to a 1 for 2 reverse stock split which
occurred on September 23, 1997.
(2) Includes options to acquire 33,333 shares of Common Stock at a
price of $0.62 per share.
(3) Includes options to acquire 50,000 shares of Common Stock at a
price of $0.48 per share.
35
<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On February 28, 1997, the Company determined that its two subsidiaries,
Central Capital Corp. and Hudson Resources, Inc. had no value and would hinder
the Company's plans for acquisition. Therefore, the shares of the two
subsidiaries were sold to Lynn Dixon, the Company's then principal stockholder,
for $1,361.
On September 23, 1997, Columbia acquired all of the FICI Common Stock
from Messrs. Gallant and Baetz. Pursuant to the terms of the agreement of
acquisition of the FICI Common Stock, Messrs. Gallant and Baetz received
10,631,250 shares of Common Stock (after Columbia effectuated a 1 for 2 reverse
stock split of its common stock) in exchange for the FICI Common Stock, which
represented approximately 85% of Columbia's then issued and outstanding Common
Stock.
On July 11, 1997, the Company entered into an agreement with Baytree,
for Baytree to act as an exclusive agent in connection with the possible merger
or reorganization of the Company with the Company. Baytree received from the
Company $150,000 in cash and 618,750 shares of the Company's Common Stock, as a
fee for services rendered to the Company for arranging the transactions which
are the subject of the Stock Purchase Agreement. See "Item 3-Legal Proceedings."
During the last two years Messrs. Gallant and Baetz, the largest
stockholders of the Company, have had existing business relationships and
affiliations involving entities with which the Company is doing business. These
business entities include Fi-Scrip, Century, Berwyn Holdings, Inc. ("Berwyn")
and Access Communications Corp. ("Access"). All transactions between the Company
and any of these affiliated entities may be deemed to not be at arms' length.
However, management of the Company believes that in all such cases the terms of
the agreements between the Company and any of these affiliated entities are on
terms at least equal to, if not better than, the terms available from
unaffiliated third parties.
On July 11, 1997, Messrs. Gallant and Baetz purchased Fi-Scrip, which
produces the software and firmware that drives ATMs and a wide-array of credit
card and debit card point-of-sale swipe machines. Fi-Scrip has entered into and
agreement with the Company to provide services in connection with a certain
agreement that Fi-Scrip has, with an unaffiliated third party. The transaction
fee is in addition to the merchant application and statement fees. EBT
transactions will produce $0.06 to $0.09 per transaction, paid by the federal
government, of which the Company will be paid a per-transaction fee of $0.02 and
a fee of $3.50 per monthly statement generated by the Company. This is in
addition to certain other access fees that the customer and merchant are
charged. During the year ended December 31, 1998, the Company billed
approximately $168,000 for services rendered to Fi-Scrip, of which $149,000
remained as accounts receivable at December 31, 1998. As of January 1, 1999,
Messrs. Baetz and Gallant contributed, as additional paid in capital, all of the
common stock of Fi-Scrip to the Company for no consideration.
On September 11, 1997, the Company entered into the Line of Credit with
Century. The Line of Credit provided for an aggregate maximum amount of
$2,000,000 of credit, secured by all of the Company's assets, at an interest
rate of ten percent (10%) per annum. On October 31, 1998, the Company renewed
the Line of Credit, and reduced the aggregate maximum amount of available credit
to $700,000. Century also released its security interest in the Company's
assets. Century is not obligated to make advances to the Company under the Line
of Credit.
As of October 31, 1997, the Company had drawn down the principal amount
of $1,400,000 on the Line of Credit. The Line of Credit constituted a principal
source of cash flow during the period between the expiration of the Clark
Agreement and the commencement of the Master Agreement. As of December 31, 1998,
the principal outstanding obligation to Century on the Line of Credit had been
reduced to $700,000 from cash flow generated from the Company's operations. See
"Item 6 - Management's Discussion and Analysis or Plan of Operation."
During the year ended December 31, 1998, the Company billed Century for
services rendered in the amount of $119,200. This amount remained as an account
receivable at December 31, 1998, which was offset by an allowance for bad debt
in the same amount at December 31, 1998.
During the year ended December 31, 1998, the Company generated
approximately $1,650 in net revenues from Berwyn.
36
<PAGE>
On May 1, 1998, the Company entered into a three-year agreement with
Access, a company whose common stock is owned by Messrs. Gallant and Baetz.
Access is a reseller of long distance telephone and other telecommunications
services and products. Access believes that it is able to offer its customers
better rates on long distance then they can obtain from major facilities-based
carriers in exchange for volume purchase commitments. However, no assurance to
this effect can be given The agreement designates Access as the carrier of
choice and call for Access to charge the Company $0.0525 per minute for all long
distance calls. During the year ended December 31, 1998, the Company was billed
approximately $73,000 for services rendered by Access.
PART IV
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
A. Financial Statements
--------------------
Consolidated balance sheet of Columbia Capital Corp. and subsidiary as
of December 31, 1998 and 1997, and the related statements of operations,
stockholders' equity (deficiency) and cash flows for the years ended December
31, 1998 and 1997, and the balance sheet of First Independent Computer, Inc., as
of April 30, 1997 and December 31, 1996, and the related statements of
operations, stockholders' equity (deficiency) and cash flows for the four (4)
months and one year periods then ended, respectively.
Unaudited pro forma consolidated balance sheets of Columbia Capital
Corp. and subsidiary as of December 31, 1998 and 1997, and the consolidated pro
forma income statements, stockholders' equity and cash flows for the years then
ended.
B. Reports on Form 8-K
-------------------
1. Form 8-K dated February 1, 1999
2. Form 8-K dated February 26, 1999
C. Other Exhibits
--------------
16.1* Letter re Change in Certifying Accountant of David T. Thompson,
P.C. dated December 4, 1997
23.1 Consent Davis Kinard & Co., P.C. dated May 29, 1998
27 Financial Data Schedule
- ----------------------
* Previously filed with the Securities and Exchange Commission.
37
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities and Exchange
Act, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
COLUMBIA CAPITAL CORP.
Dated: April 15, 1999 By: /s/ Kenneth A. Klotz
---------------------------------
Kenneth A. Klotz
President
Dated: April 15, 1999 By: /s/ Charles La Montagne
---------------------------------
Charles La Montagne
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated below.
COLUMBIA CAPITAL CORP.
Dated: April 15, 1999 By: /s/ Kenneth A. Klotz
---------------------------------
Kenneth A. Klotz
President and Director
Dated: April 15, 1999 By: /s/ Charles La Montagne
---------------------------------
Charles La Montagne
Chief Financial Officer and
Director
Dated: April 15, 1999 By: /s/ Olan Beard
---------------------------------
Olan Beard
Vice President and Director
Dated: April 15, 1999 By: /s/ Robert M. Feldman
---------------------------------
Robert M. Feldman
Director
Dated: April 15, 1999 By: /s/ Donald L. Thone
---------------------------------
Donald L. Thone
Director
<PAGE>
COLUMBIA CAPITAL CORP.
AND SUBSIDIARY
_____________________
Consolidated
Financial Statements
together with
Report of
Independent Public Accountants
_____________________
December 31, 1998 and 1997
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors of
Columbia Capital Corp. and Subsidiary
We have audited the accompanying consolidated balance sheets of Columbia Capital
Corp. and Subsidiary as of December 31, 1998 and 1997, and the related
consolidated income statements, consolidated statements of changes in
shareholders' equity and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Columbia Capital Corp. and
Subsidiary as of December 31, 1998 and 1997, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.
DAVIS, KINARD & CO., P.C.
Abilene, TX
January 20, 1999, except for Note 16,
as to which the date is April 15, 1999
<PAGE>
<TABLE>
COLUMBIA CAPITAL CORP. AND SUBSIDIARY
Consolidated Balance Sheets
December 31, 1998 and 1997
<CAPTION>
ASSETS 1998 1997
--------------- ---------------
<S> <C> <C>
Current assets
Cash and cash equivalents $ 268,400 $ 17,861
Interest bearing deposits with banks 501,000 303,578
Accounts receivable, net 447,844 522,538
Prepaid expenses 582,633 255,959
Federal income tax receivable 81,602 -
Deferred tax asset - 122,209
Other assets - 93,201
--------------- ---------------
Total current assets 1,881,479 1,315,346
Premises and equipment 1,763,326 562,598
Less accumulated depreciation 260,381 47,914
--------------- ---------------
Net property and equipment 1,502,945 514,684
Other assets
Deferred tax asset 34,113 52,033
Goodwill, net of accumulated amortization of $81,162 and $32,466 892,762 941,458
--------------- ---------------
Total other assets 926,875 993,491
--------------- ---------------
TOTAL ASSETS $ 4,311,299 $ 2,823,521
=============== ===============
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Accounts payable $ 298,840 $ 104,033
Accrued expenses and other liabilities 265,521 195,908
Current portion of note payable - American State Bank 11,395 -
Notes payable - related party 700,000 1,300,000
Accrued interest payable 5,945 11,589
--------------- ----------------
Total current liabilities 1,281,701 1,611,530
Long term portion of note payable - American State Bank 143,182 -
--------------- ----------------
Total liabilities 1,424,883 1,611,530
SHAREHOLDERS' EQUITY
Common stock, $.001 par value; 50,000,000 shares authorized;
12,765,000 and 12,500,000 issued and outstanding in 1998 and 1997 12,765 12,500
Additional paid-in capital 1,990,715 1,681,230
Retained earnings (deficit) 882,936 (481,739)
--------------- ----------------
Total shareholders' equity 2,886,416 1,211,991
--------------- ----------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 4,311,299 $ 2,823,521
=============== ================
</TABLE>
The accompanying notes are an integral
part of these consolidated financial statements
-2-
<PAGE>
<TABLE>
COLUMBIA CAPITAL CORP. AND SUBSIDIARY
Consolidated Income Statements
For the Years Ended December 31, 1998 and 1997
<CAPTION>
1998 1997
--------------- ---------------
<S> <C> <C>
REVENUE
Pride $ 347,000 $ 451,600
Credit card 10,747,212 1,856,062
Banking 680,091 613,049
Mail operations 1,114,956 172,637
Other 78,546 83,298
--------------- ---------------
Total operating revenue 12,967,805 3,176,646
EXPENSES
Salaries and employee benefits 3,229,550 1,448,629
Travel and entertainment 139,459 95,998
Equipment lease 1,850,212 709,530
Facilities rent 436,493 217,867
Repairs and maintenance 587,990 315,607
Depreciation 212,542 43,404
Amortization of goodwill 48,696 32,655
Computer and office supplies 609,161 167,912
Telephone 769,728 125,313
Professional and outside services 974,288 126,339
Other 902,738 184,543
--------------- ---------------
Total operating expenses 9,760,857 3,467,797
--------------- ---------------
INCOME (LOSS) FROM OPERATIONS 3,206,948 (291,151)
Other income (expense)
Costs related to acquisition - (186,921)
Interest income 49,056 9,640
Interest expense (118,701) (66,659)
--------------- ---------------
Total other expense (69,645) (243,940)
--------------- ---------------
INCOME (LOSS) BEFORE TAX 3,137,303 (535,091)
Income tax expense (benefit) 1,112,628 (110,723)
--------------- ---------------
NET INCOME (LOSS) BEFORE EXTRAORDINARY ITEM 2,024,675 (424,368)
Extraordinary item, net of tax (660,000) -
--------------- ---------------
NET INCOME (LOSS) $ 1,364,675 $ (424,368)
============== ===============
Basic earnings (loss) per share $ 0.11 $ (0.03)
=============== ===============
Diluted earnings (loss) per share $ 0.11 $ (0.03)
=============== ===============
</TABLE>
The accompanying notes are an integral
part of these consolidated financial statements
-3-
<PAGE>
<TABLE>
COLUMBIA CAPITAL CORP. AND SUBSIDIARY
Consolidated Statements of Changes in Shareholders' Equity
Years Ended December 31, 1998 and 1997
<CAPTION>
Common Stock Additional Retained
-------------------------------- Paid-In Earnings
Shares Amount Capital (Deficit) Total
--------------- --------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
BALANCE - DECEMBER 31, 1996 2,500,000 $ 2,500 $ 66,230 $ (57,371) $ 11,359
Effect of reverse stock split (1,250,000) (1,250) 1,250 - -
Equity acquired in stock exchange 11,250,000 11,250 1,588,750 - 1,600,000
Stock issued in exchange for services - - 25,000 - 25,000
Net loss - - - (424,368) (424,368)
--------------- --------------- --------------- --------------- ---------------
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 granted - - 28,000 - 28,000
Net income - - - 1,364,675 1,364,675
--------------- --------------- --------------- --------------- ---------------
BALANCE - DECEMBER 31, 1998 12,765,000 $ 12,765 $ 1,990,715 $ 882,936 $ 2,886,416
=============== =============== =============== =============== ===============
</TABLE>
The accompanying notes are an integral
part of these consolidated financial statements
-4-
<PAGE>
<TABLE>
<CAPTION>
COLUMBIA CAPITAL CORP. AND SUBSIDIARY
Consolidated Statements of Cash Flows
For the Years Ended December 31, 1998 and 1997
For the Three Months
Ended December 31,
1998 1997 1998 1997
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 1,364,675 $ (424,368) $ 491,587 $ 119,952
Adjustments to reconcile net income to
net cash provided by operations
Depreciation and amortization 261,238 76,059 100,031 43,854
Deferred income tax expense (benefit) 140,129 (110,723) (4,507) 212,089
(Increase) decrease in
Accounts receivable 74,694 54,010 61,421 (249,359)
Deposits and prepaid expenses (233,473) (181,901) 235,765 (94,096)
Increase in
Accruals and accounts payable 177,174 62,685 144,875 63,612
--------------- --------------- --------------- ---------------
Net cash provided by (used in) operating activities 1,784,437 (524,238) 1,029,172 96,052
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets (1,200,803) (263,963) (312,944) (167,208)
Cash acquired in acquisition - 34,304 - 34,304
Investment in interest bearing deposits (197,422) (201,000) 102,578 (201,000)
--------------- --------------- --------------- ---------------
Net cash used in investing activities (1,398,225) (430,659) (210,366) (333,904)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from line of credit, net of payments (445,423) 963,000 (3,799) -
Proceeds from the sale of stock 309,750 - (17,000) -
--------------- --------------- --------------- ---------------
Net cash (used in) provided by financing activities (135,673) 963,000 (20,799) -
--------------- --------------- --------------- ---------------
NET INCREASE IN CASH
AND CASH EQUIVALENTS 250,539 8,103 798,007 (237,852)
Cash and cash equivalents at beginning of period 17,861 9,758 470,393 255,713
--------------- --------------- --------------- ---------------
CASH AND CASH EQUIVALENTS AT DECEMBER 31, $ 268,400 $ 17,861 $ 1,268,400 $ 17,861
=============== =============== =============== ================
SUPPLEMENTAL DISCLOSURE
OF CASH FLOW INFORMATION:
Interest paid $ 118,701 $ 66,659 $ 22,936 $ 52,067
Taxes paid 760,000 25,197 - -
</TABLE>
The accompanying notes are an integral
part of these consolidated financial statements
-5-
<PAGE>
COLUMBIA CAPITAL CORP. AND SUBSIDIARY
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
subsidiary, First Independent Computers, Inc. (FICI). 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). Central Capital Corp. (a
former Subsidiary) was organized under the laws of the State of
Delaware on February 5, 1993. Hudson Resources, Inc. (a former
Subsidiary) was organized under the laws of the State of Delaware on
May 17, 1994. (See Note 3)
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. (See Note 5)
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 $270,000 and $20,000
at December 31, 1998 and 1997, respectively.
-6-
<PAGE>
COLUMBIA CAPITAL CORP. AND SUBSIDIARY
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, reported at historical cost, consists 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 if and when, in the
opinion of management, the tax asset will, in part or in whole,
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. AND SUBSIDIARY
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, 1997. The effect of this accounting change on
previously reported EPS data is not significant.
The computation of basic earnings (loss) per share of common stock
is based on the weighted average number of shares outstanding in
1998 and 1997 of 12,666,712 and 12,500,000 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 in 1998 and 1997 of
12,954,020 and 12,500,000, respectively. No potential common
shares existed at December 31, 1997; 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 series, and to fix the designations, powers,
preferences, rights and limitations of the shares of each series.
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 arrangements bear interest
rates that represent terms and conditions currently available for the
same or similar debt facilities in the marketplace. Thus, the fair
value of notes payable approximates the carrying amount.
-8-
<PAGE>
COLUMBIA CAPITAL CORP. AND SUBSIDIARY
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. This statement applies to fiscal years beginning after
December 15, 1997. The Company adopted SFAS 130 on January 1, 1998. The
Company had no items of comprehensive income in the years ending
December 31, 1998 and 1997; therefore no statement of comprehensive
income is presented in the consolidated financial statements.
In June 1997, SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information," was issued. This statement changes
standards for the way public companies report financial information
about reportable operating segments. The statement is effective for
financial statements for periods beginning after December 15, 1997. The
Company adopted SFAS 131 on January 1, 1998. The implementation 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 Derivatives Instruments and
Hedging Activities" was issued. This statement established 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 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. AND SUBSIDIARY
Notes to Consolidated Financial Statements
NOTE 3: DISPOSITION OF FORMER SUBSIDIARIES
On February 28, 1997, the Company determined that its two subsidiary
corporations, Central Capital Corp. and Hudson Resources, Inc. had no
value and would hinder the Company in it's acquisition efforts.
Therefore, the two companies were sold to the Company's principal
shareholder, Mr. Lynn Dixon at their book value of $1,361. As a result
of this sale the Company recognized no gain or loss. Details of the net
assets and operations for the subsidiaries are presented below.
Former Subsidiaries Assets and Liabilities:
February 28,
ASSETS 1997
---------------
Cash $ 1,109
Organization costs, net 252
---------------
Total Assets $ 1,361
===============
LIABILITIES AND SHAREHOLDERS' EQUITY
Common stock $ 5,000
Contributed capital 23,609
Retained earnings (27,248)
---------------
Total Liabilities and Shareholder's Equity $ 1,361
===============
Former Subsidiaries Operations:
Legal and professional expense $ 1,400
Amortization expense 32
---------------
Net loss $ (1,432)
===============
NOTE 4: AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION
In a September 19, 1997 Certificate of Amendment to Certificate of
Incorporation, pursuant to the terms of an agreement and plan of
reorganization dated August 29, 1997, the Company effectuated a 1 for 2
reverse stock split as to its shares of common stock outstanding as of
September 1, 1997, which decreased the shares from 2,500,000 to
1,250,000. The Certificate of Amendment also resolved that the
Corporation shall, as amended, have the authority to issue 50,000,000
shares of common stock with par value of $.001 each, totaling $50,000
and 5,000,000 shares of preferred stock with par value of $.001 each,
totaling $5,000. The Board of Directors is authorized, subject to
limitations prescribed by law and the provisions of this Article, 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 fix the designations,
powers, preferences, rights, qualifications, limitations and/or
restrictions, to be included in each such series. At December 31, 1998
and 1997, there were no preferred shares issued or outstanding.
-10-
<PAGE>
COLUMBIA CAPITAL CORP. AND SUBSIDIARY
Notes to Consolidated Financial Statements
NOTE 5: ACQUISITION OF FIRST INDEPENDENT COMPUTERS, INC.
On April 30, 1997, Mr. Glenn M. Gallant and Mr. Douglas R. Baetz
purchased all of the issued and outstanding stock of First
Independent Computers, Inc. then owned by Security Shares, Inc., a
bank holding company, for $1,600,000. The transaction was
accounted for utilizing "pushdown accounting", whereby all assets
and liabilities of FICI were restated at their estimated market
value on the purchase date. The fair market value of the restated
assets was $1,200,746 and the fair value of the restated
liabilities was $574,670 at May 1, 1997. The purchase price
(equity) of $1,600,000 plus the restated liabilities of $574,670
totaled $2,174,670 less the restated assets of $1,200,746 resulted
in the recording of $973,924 as goodwill to be amortized over an
estimated benefit period of twenty (20) years. Goodwill
amortization expense amounts to $4,058 monthly, with $48,696 of
amortization expense included in the year ended December 31, 1998
and $32,466 (from May 1, 1997 to December 31, 1997) of
amortization expense included in the year ended December 31, 1997
results of operation.
Effective as of September 23, 1997, Columbia Capital Corp.
acquired all of the common stock (the FICI Common Stock) of the
Company's operating subsidiary, First Independent Computers, Inc.
from Messrs. Douglas R. Baetz and Glenn M. Gallant. Pursuant to
the terms of the agreement of acquisition of the FICI Common
Stock, dated August 29, 1997 (the Stock Purchase Agreement),
Messrs. Gallant and Baetz received 10,631,250 shares of Common
Stock (after the Company effectuated a 1 for 2 reverse stock split
of its Common Stock) in exchange for the FICI Common Stock, which
represented approximately 85% of the Company's then issued and
outstanding Common Stock.
In connection with the closing of the Stock Purchase Agreement,
the Company issued 618,750 shares of Common Stock to Baytree
Associates, Inc., a third party which is not an affiliate of
Messrs. Baetz and Gallant, as a fee for services rendered to the
Company for arranging the transactions which are the subject of
the Stock Purchase Agreement.
The accompanying financial statements have been presented, for
accounting purposes, as a recapitalization of FICI, with FICI as
the acquirer of the Company. Further, in connection with the
transactions relating to the Stock Purchase Agreement and the
acquisition of the FICI Common Stock by Messrs. Baetz and Gallant,
such persons obtained a controlling interest in FICI and,
thereafter, the Company. Therefore, these transactions were
transactions between entities under common control. Accordingly,
the business combination between the Company and FICI was
accounted for in a manner similar to a pooling of interests,
whereby the accounts of the entities involved were not revalued,
rather they were combined at their historical basis.
The Company's consolidated financial statements were restated to
include the results of operations of FICI from May 1, 1997, the
acquisition date of FICI by Messrs. Baetz and Gallant. There were
no adjustments to net assets of the combining companies necessary
for either to adopt the same accounting practices.
-11-
<PAGE>
COLUMBIA CAPITAL CORP. AND SUBSIDIARY
Notes to Consolidated Financial Statements
NOTE 6: FINANCIAL INSTRUMENTS
The estimated fair values of the Company's financial instruments
at December 31, 1998 were as follows:
<TABLE>
<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
</TABLE>
The estimated fair values of the Company's financial instruments
at December 31, 1997 were as follows:
<TABLE>
<CAPTION>
Carrying Fair
Amount Value
------------- -------------
<S> <C> <C>
Financial assets:
Cash and interest bearing deposits with banks $ 321,439 $ 321,439
Accounts receivable 522,538 522,538
Financial liabilities:
Notes payable $ 1,300,000 $ 1,300,000
Accrued interest payable 11,589 11,589
</TABLE>
The method(s) and assumptions used to estimate the fair value of
financial instruments are disclosed in Note 1, "Fair Values of
Financial Instruments".
NOTE 7: EXTRAORDINARY ITEM
The Company derives a substantial portion of its revenue by
processing certain credit card accounts for the Federal Deposit
Insurance Corporation (FDIC), as Receiver for BestBank of Boulder,
Colorado. On December 24, 1998, RRI Credit Corporation (RRICC),
was awarded the contract to purchase the accounts from the FDIC.
The purchase and sale agreement between RRICC and the FDIC called
for a $1,000,000 non-refundable deposit to be paid by RRICC. On
December 14, 1998, the Company entered into an initial processing
services agreement with RRICC for the processing of the accounts
should RRICC's bid be accepted. In consideration for the initial
processing agreement, the Company agreed to and did lend RRICC, on
a non-recourse basis unless returned by the FDIC, the principal
sum of $1,000,000, which in turn was paid to the FDIC by RRICC as
a non-refundable deposit. Due to certain circumstances, RRICC was
unable to close the purchase with the FDIC; therefore, the Company
has charged-off the $1,000,000 loan to RRICC at December 31, 1998.
-12-
<PAGE>
COLUMBIA CAPITAL CORP. AND SUBSIDIARY
Notes to Consolidated Financial Statements
NOTE 8: INCOME TAXES
The Company files a consolidated federal income tax return;
however, federal income taxes are allocated between the Company
and FICI based on statutory rates. The consolidated income tax
expense (benefit), as a percentage of pretax earnings, differs
from the statutory federal income tax rate as follows:
<TABLE>
<CAPTION>
1998 1997
------------ ------------
<S> <C> <C>
Statutory federal income tax rate 34.00 % (34.00)%
Non-deductible expenses 2.50 -
Other (1.04) 1.85
------------ ------------
Effective income tax rate 35.46 % (32.15)%
============ ============
</TABLE>
Income tax expense (benefit) is comprised of the following:
<TABLE>
<CAPTION>
1998 1997
------------ ------------
<S> <C> <C>
Current income tax expense (benefit) $ 632,499 $ (110,723)
Deferred income tax expense 140,129 -
------------ ------------
Total $ 772,628 $ (110,723)
============ ============
</TABLE>
Income tax expense (benefit) is allocated between operations and the
extraordinary item for the year ended December 31, 1998, as follows:
<TABLE>
<CAPTION>
<S> <C>
Income tax expenes:
Operations $ 1,112,628
Extraordinary item (340,000)
------------
Total $ 772,628
============
</TABLE>
The tax effects of temporary differences that gave rise to
deferred tax assets as of December 31, 1998 and 1997,
respectively:
<TABLE>
<CAPTION>
1998 1997
------------ ------------
<S> <C> <C>
Depreciation and amortization $ (41,219) $ 52,033
Net operating loss carryforwards - 122,209
Other 75,332 -
------------ ------------
Net deferred tax assets $ 34,113 $ 174,242
============ ============
</TABLE>
-13-
<PAGE>
COLUMBIA CAPITAL CORP. AND SUBSIDIARY
Notes to Consolidated Financial Statements
NOTE 9: NOTES PAYABLE
FICI has an unsecured operating line of credit through Century
Financial Group, Inc. (CFG), a company owned by the Company's
primary shareholders at December 31, 1998 amounting to $700,000.
At December 31, 1997, the maximum operating line of credit from
CFG was $2,000,000 and was secured by all assets of the Company.
Advances on the line of credit are made at the discretion of
FICI's management. 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 December 31, 1998 and 1997 was $700,000
and $1,300,000, respectively.
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 $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 December 31,
1998 was $154,577.
NOTE 10: LEASE OBLIGATIONS
The Company has entered into various noncancellable operating
lease agreements. Under terms of an operating lease with IBM,
certificates of deposit with a carrying value of $401,000 at
December 31, 1998, 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 December 31, 1998, 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, 2003, are as follows:
1999 $ 1,600,642
2000 1,155,745
2001 815,186
2002 255,089
2003 74,877
------------
Total $ 3,901,539
============
The Company has no commitments for leased property that extends
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 arrangement began on August 1, 1997 is for a
term of two years expiring July 31, 1999.
-14-
<PAGE>
COLUMBIA CAPITAL CORP. AND SUBSIDIARY
Notes to Consolidated Financial Statements
NOTE 11: MARKET RISK AND CONCENTRATIONS
On June 30, 1997, FICI had a significant credit card portfolio
processing contract expire. This contract was not renewed. The
contract represented approximately one hundred thousand dollars
($100,000) or thirty percent (30%) of FICI's monthly operating
revenue, and its loss substantially affected FICI's profitability
in 1997. As a result, substantial operating losses were recognized
in the months July through October 1997.
On October 1, 1997 FICI entered into a five year contract to
process credit card activity and produce account statements for
Best Bank. This contract represented approximately $500,000 per
month in additional operating revenue in November and December of
1997. In December, 1997, FICI earned approximately five hundred
thirty-five thousand ($535,000) on the bank contract which
represents seventy-two percent (72%) of total revenue for the
month.
For the year ended December 31, 1997, revenue from Security State
Bank (25%), Best Bank (43%) and Pride (14%) accounted for
approximately 82% of the Company's total revenues. No other
customers accounted for 10% or more of the Company's total
revenues.
For the year ended December 31, 1998, revenue from the Best Bank
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. Best Bank was taken over by Federal
Deposit Insurance Corporation (FDIC) in July 1998 and the Company
continued its role as processor for the accounts and received
payment from the FDIC for its processing costs. As of December 31,
1998, the Company's accounts receivable from the FDIC relating to
the Portfolio was $242,703, all current.
NOTE 12: RELATED PARTY TRANSACTIONS
On December 1, 1997, FICI entered into a lease agreement with The
Century Group, Inc., (the Landlord), owned by the Company's
primary shareholders Glenn Gallant and Douglas Baetz, for office
space located at 2701 West Oakland Park Boulevard, Ft. Lauderdale,
Florida, 33311. The term of the lease is for one (1) year for the
sum of $31,746, plus applicable sales and use taxes. The Company
also agreed to pay the Landlord, as additional rent for its share
of the operating expenses associated with the premises. On
December 1, 1998 the lease for office space located at 2701 West
Oakland Park Boulevard, Ft. Lauderdale, Florida expired and the
Company did not renew the lease.
One of FICI's financing sources, 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 $96,657 and $5,945 as of
December 31, 1998, respectively. Additionally, FICI recorded
$119,200 in processing revenue from Century Financial Group, Inc.
Accounts receivable from Century Financial Group, Inc. amounted to
$119,200 with a corresponding amount of $119,200 recorded as an
allowance for doubtful accounts on the same date.
-15-
<PAGE>
COLUMBIA CAPITAL CORP. AND SUBSIDIARY
Notes to Consolidated Financial Statements
NOTE 12: RELATED PARTY TRANSACTIONS - CONTINUED
On March 1, 1998, the Company entered into an agreement with
Fi-Scrip, Inc., a Nevada Corporation (Fi-Scrip), owned by the
Company's primary shareholders Glenn Gallant and Douglas Baetz.
Fi-Scrip markets processing services for Automatic Teller Machines
(ATM's) transactions, debit terminal transactions and Electronic
Benefits Transfer systems (EBT) transactions. The Company provides
services to Fi-Scrip including (1) the daily settlement function
which consists of the reconciliation and balancing of daily
transactions received so that funds are accounted for by the
banks, merchants and the Federal Reserve; (2) the monthly
statement generation to merchants reflecting transactions and
associated fees; (3) merchant and network adjustment procedures;
(4) customer support. The Company recorded revenues of $168,159
for the year ended December 31, 1998 associated with the services
referenced above. Accounts receivable from Fi-Scrip amounted to
$148,736 as of December 31, 1998, with a corresponding amount of
$148,736 recorded as an allowance for doubtful accounts on the
same date.
NOTE 13: 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 December 31, 1998,
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. Prior to December 1998, 33,334 options awarded
to Messrs. Baetz and Gallant were terminated. The following table shows
the vesting schedule and exercise price for each of the remaining
awarded options.
<TABLE>
<CAPTION>
Options vested Total
Exercise July 1, October 1, January 1, Options
Grantee Price 1998 1998 1999 Outstanding
---------------------- ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Glenn M. Gallant $ .62 16,666 16,667 - 33,333
Douglas R. Baetz $ .62 16,666 16,667 - 33,333
Kenneth A. Klotz $ .48 16,666 16,667 16,667 50,000
Charles LaMontagne $ .48 16,666 16,667 16,667 50,000
Olan Beard $ .48 16,666 16,667 16,667 50,000
Donald Thone $ .48 16,666 16,667 16,667 50,000
Robert Feldman $ .48 16,666 16,667 16,667 50,000
------------
316,666
============
</TABLE>
The options granted to Messrs. Baetz and Gallant, having greater than
10% of the outstanding shares of the Company at July 1, 1998, are
exercisable at a price set at 110% of the fair market value of the
Company's common stock at December 24, 1998. The five directors of the
Company were granted options with an exercise price set at 85% of the
fair market value of the Company's common stock at December 24, 1998.
As of December 31, 1998 no options under the plan had been exercised.
-16-
<PAGE>
COLUMBIA CAPITAL CORP. AND SUBSIDIARY
Notes to Consolidated Financial Statements
NOTE 13: STOCK OPTION PLAN - CONTINUED
The Company accounts for the options in accordance with Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees," under which compensation cost is recognized for the
difference in the option's exercise price and the fair market
value of the stock as of the date of each grant over the vesting
period. The effect of further compensation cost for the plan, had
it been included in the income statement as provided for in SFAS
No. 123, "Accounting for Stock-Based Compensation," would have
resulted in an insignificant reduction to the Company's net
earnings and earnings per share on a pro forma basis, based on
estimates using an accepted options pricing model.
NOTE 14: CONDENSED FINANCIAL INFORMATION - PARENT COMPANY
The following represents financial information of the parent
company utilizing the equity method of accounting:
CONDENSED BALANCE SHEET:
<TABLE>
<CAPTION>
December 31, December 31,
ASSETS 1998 1997
--------------- ---------------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 1,061 $ 1,689
Prepaid expenses and other assets 106,000 15,024
Federal income tax receivable 582,609 -
Deferred tax asset - 13,284
--------------- ---------------
Total current assets 689,670 29,997
Investment in subsidiary 3,853,166 1,379,969
--------------- ---------------
TOTAL ASSETS $ 4,542,836 $ 1,409,966
=============== ===============
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Accrued expenses and other liabilities $ 69,445 $ 5,000
Due to subsidiary 1,586,975 192,975
--------------- ---------------
Total current liabilities 1,656,420 197,975
SHAREHOLDERS' EQUITY
Common stock 12,765 12,500
Capital surplus 1,990,715 1,681,230
Retained earnings (deficit) 882,936 (481,739)
--------------- ---------------
Total shareholders' equity 2,886,416 1,211,991
--------------- ---------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 4,542,836 $ 1,409,966
=============== ===============
</TABLE>
-17-
<PAGE>
COLUMBIA CAPITAL CORP. AND SUBSIDIARY
Notes to Consolidated Financial Statements
NOTE 14: CONDENSED FINANCIAL INFORMATION - PARENT COMPANY - CONTINUED
<TABLE>
<CAPTION>
For the year ended
----------------------------------
December 31, December 31,
1998 1997
--------------- ---------------
CONDENSED INCOME STATEMENT:
<S> <C> <C>
REVENUES
Undistributed income (loss) of subsidiary $ 2,473,197 $ (220,031)
--------------- ---------------
Total operating revenues 2,473,197 (220,031)
EXPENSES
Stockholder costs and fees 8,830 581
Professional and outside services 485,615 27,851
Marketing 171,833 -
Amortization expense - 189
Costs related to acquisition - 186,921
Other operating 1,569 647
--------------- ---------------
Total operating expenses 667,347 216,189
Compensation to directors 10,000 -
--------------- ---------------
Total other expenses 10,000 -
Net loss related to discontinued operations - (1,432)
--------------- ---------------
INCOME (LOSS) BEFORE FEDERAL INCOME TAX 1,795,350 (437,652)
Income tax benefit (229,325) (13,284)
--------------- ---------------
INCOME (LOSS) BEFORE EXTRAORDINARY LOSS 2,024,675 (424,368)
Extraordinary loss 660,000 -
--------------- ---------------
NET INCOME (LOSS) $ 1,364,675 $ (424,368)
=============== ===============
CONDENSED STATEMENT OF CASH FLOWS:
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 1,364,675 $ (424,368)
Adjustments to reconcile net income (loss) to
net cash provided by operations
Undistributed (income) loss of subsidiary (2,473,197) 220,031
Depreciation and amortization - 189
Increase in federal income tax receivable (582,609) -
Increase in prepaid expenses and other assets (90,976) (13,436)
Increase in accruals and accounts payable 1,471,729 209,515
--------------- ---------------
Net cash used by operating activities (310,378) (8,069)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock 309,750 -
--------------- ---------------
NET DECREASE IN CASH AND CASH EQUIVALENTS (628) (8,069)
Cash and cash equivalents at beginning of year 1,689 9,758
--------------- ---------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,061 $ 1,689
=============== ===============
</TABLE>
-18-
<PAGE>
COLUMBIA CAPITAL CORP. AND SUBSIDIARY
Notes to Consolidated Financial Statements
NOTE 15: 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.
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, at an exercise price
of $.48 per share, as amended on December 24, 1998, 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 December 31, 1998 no options have been
exercised under the agreement.
NOTE 16: SUBSEQUENT EVENTS
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 83% 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.
-19-
<PAGE>
COLUMBIA CAPITAL CORP. AND SUBSIDIARY
Notes to Consolidated Financial Statements
NOTE 16: SUBSEQUENT EVENTS
CANCELLATION OF CONTRACT AND MANAGEMENT'S PLANS
o The Company is currently working with approximately seven
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 amounted to $2,141,213 for the three months
ended March 31, 1999. The FDIC has indicated that the processing
will continue in the near term. The Company expects to continue
processing for the FDIC through at least 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 March 31, 1999, the Company had cash balances in excess of
$800,000, which the Company believes will be sufficient to
maintain operations in the near term.
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.
The contribution of capital was not significant to the financial
position of the Company. Fi-Scrip became a wholly-owned subsidiary
of the Company and continues to operate as described in Note 13.
The operations of Fi-Scrip are not expected to have a material
impact on the Company.
CANCELLATION AND SETTLEMENT OF CONSULTING AGREEMENT
A dispute arose between the Company and Worldwide, with respect to the
consulting agreement described in Note 15. Both parties agreed to
terminate and settle the consulting agreement in February 1999.
Worldwide elected, in part, to make payment by exercising the options
against amounts otherwise payable for services rendered by Mr. Markow,
in which the fee was considered to be paid in full by delivery to Mr.
Markow of the shares underlying such options upon exercise thereof.
The consulting services provided by Worldwide resulted in 235,000
shares being exercised for services rendered and 40,000 shares being
exercised for cash. Upon termination of the consulting agreement, the
balance of options granted were canceled and the Company paid
Worldwide the sum of $15,000.
-20-
<PAGE>
COLUMBIA CAPITAL CORP.
___________________________
Pro-Forma Consolidated Financial
Statements - (Unaudited)
___________________________
December 31, 1998 and 1997
<PAGE>
<TABLE>
COLUMBIA CAPITAL CORP. AND SUBSIDIARY
Pro Forma Consolidated Balance Sheets
December 31, 1998 and 1997
<CAPTION>
ASSETS 1998 1997
--------------- ---------------
<S> <C> <C>
Current assets
Cash and cash equivalents $ 268,400 $ 17,861
Interest bearing deposits with banks 501,000 303,578
Accounts receivable, net 447,844 522,538
Prepaid expenses 582,633 255,959
Federal income tax receivable 81,602 -
Deferred tax asset - 122,209
Other assets - 93,201
--------------- ---------------
Total current assets 1,881,479 1,315,346
Premises and equipment 1,763,326 562,598
Less accumulated depreciation 260,381 47,914
--------------- ---------------
Net property and equipment 1,502,945 514,684
Other assets
Deferred tax asset 34,113 52,033
Goodwill, net of accumulated amortization of $81,162 and $32,466 892,762 941,458
--------------- ---------------
Total other assets 926,875 993,491
--------------- ---------------
TOTAL ASSETS $ 4,311,299 $ 2,823,521
=============== ===============
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Accounts payable $ 298,840 $ 104,033
Accrued expenses and other liabilities 265,521 195,908
Current portion of note payable - American State Bank 11,395 -
Notes payable - related party 700,000 1,300,000
Accrued interest payable 5,945 11,589
--------------- ---------------
Total current liabilities 1,281,701 1,611,530
Long term portion of note payable - American State Bank 143,182 -
--------------- ---------------
Total liabilities 1,424,883 1,611,530
SHAREHOLDERS' EQUITY
Common stock, $.001 par value; 50,000,000 shares authorized;
12,765,000 and 12,500,000 issued and outstanding in 1998 and 1997 12,765 12,500
Additional paid-in capital 1,990,715 1,681,230
Retained earnings (deficit) 882,936 (481,739)
--------------- ---------------
Total shareholders' equity 2,886,416 1,211,991
--------------- ---------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 4,311,299 $ 2,823,521
=============== ===============
</TABLE>
The accompanying note is an integral
part of these consolidated financial statements
-2-
<PAGE>
<TABLE>
COLUMBIA CAPITAL CORP. AND SUBSIDIARY
Pro Forma Consolidated Income Statements
For the Years Ended December 31, 1998 and 1997
<CAPTION>
1998 1997
--------------- ---------------
<S> <C> <C>
REVENUE
Pride $ 347,000 $ 715,500
Credit card 10,747,212 2,495,762
Banking 680,091 929,164
Mail operations 1,114,956 269,307
Other 78,546 129,106
--------------- ---------------
Total operating revenue 12,967,805 4,538,839
EXPENSES
Salaries and employee benefits 3,229,550 2,027,449
Travel and entertainment 139,459 118,587
Equipment lease 1,850,212 998,213
Facilities rent 436,493 266,267
Repairs and maintenance 587,990 472,780
Depreciation 212,542 205,049
Amortization of goodwill 48,696 32,655
Computer and office supplies 609,161 260,883
Telephone 769,728 170,553
Professional and outside services 974,288 156,761
Other 902,738 309,268
--------------- ---------------
Total operating expenses 9,760,857 5,018,465
--------------- ---------------
INCOME (LOSS) FROM OPERATIONS 3,206,948 (479,626)
Other income (expense)
Costs related to acquisition - (186,921)
Interest income 49,056 9,640
Interest expense (118,701) (72,922)
--------------- ---------------
Total other expense (69,645) (250,203)
--------------- ---------------
INCOME (LOSS) BEFORE TAX 3,137,303 (729,829)
Income tax expense (benefit) 1,112,628 (153,662)
--------------- ---------------
NET INCOME (LOSS) BEFORE EXTRAORDINARY ITEM 2,024,675 (576,167)
Extraordinary item, net of tax (660,000) -
--------------- ---------------
NET INCOME (LOSS) $ 1,364,675 $ (576,167)
=============== ===============
Basic earnings (loss) per share $ 0.11 $ (0.05)
=============== ===============
Diluted earnings (loss) per share $ 0.11 $ (0.05)
=============== ===============
</TABLE>
The accompanying note is an integral
part of these consolidated financial statements
-3-
<PAGE>
<TABLE>
COLUMBIA CAPITAL CORP. AND SUBSIDIARY
Pro Forma Consolidated Statements of Changes in Shareholders' Equity
Years Ended December 31, 1998 and 1997
<CAPTION>
Common Stock Additional Retained
-------------------------------- Paid-In Earnings
Shares Amount Capital (Deficit) Total
--------------- --------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
BALANCE - DECEMBER 31, 1996 12,500,000 $ 12,500 $ 1,681,230 $ 94,428 $ 1,788,158
Net loss - - - (576,167) (576,167)
--------------- --------------- --------------- --------------- ---------------
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 granted - - 28,000 - 28,000
Net income - - - 1,364,675 1,364,675
--------------- --------------- --------------- --------------- ---------------
BALANCE - DECEMBER 31, 1998 12,765,000 $ 12,765 $ 1,990,715 $ 882,936 $ 2,886,416
=============== =============== =============== =============== ===============
</TABLE>
The accompanying note is an integral
part of these consolidated financial statements
-4-
<PAGE>
<TABLE>
COLUMBIA CAPITAL CORP. AND SUBSIDIARY
Pro Forma Consolidated Statements of Cash Flows
For the Years Ended December 31, 1998 and 1997
<CAPTION>
1998 1997
--------------- ---------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 1,364,675 $ (576,167)
Adjustments to reconcile net income to
net cash provided by operations
Depreciation and amortization 261,238 237,704
Deferred income tax expense (benefit) 140,129 (174,242)
(Increase) decrease in
Accounts receivable 74,694 193,080
Deposits and prepaid expenses (233,473) (92,129)
Increase in
Accruals and accounts payable 177,174 (128,770)
--------------- ---------------
Net cash provided by (used in) operating activities 1,784,437 (540,524)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets (1,200,803) (169,480)
Investment in interest bearing deposits (197,422) (203,578)
--------------- ---------------
Net cash used in investing activities (1,398,225) (373,058)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from line of credit, net of payments (445,423) 963,000
Change in bank overdraft - (31,557)
Proceeds from the sale of stock 309,750 -
--------------- ---------------
Net cash (used in) provided by financing activities (135,673) 931,443
--------------- ---------------
NET INCREASE IN CASH
AND CASH EQUIVALENTS 250,539 17,861
Cash and cash equivalents at beginning of period 17,861 -
--------------- ---------------
CASH AND CASH EQUIVALENTS AT DECEMBER 31, $ 268,400 $ 17,861
=============== ===============
SUPPLEMENTAL DISCLOSURE
OF CASH FLOW INFORMATION:
Interest paid $ 118,701 $ 72,922
Taxes paid 760,000 12,515
</TABLE>
The accompanying note is an integral
part of these consolidated financial statements
-5-
<PAGE>
COLUMBIA CAPITAL CORP.
Pro Forma Information - Unaudited
Note : Basis of Presentation
The accompanying unaudited pro forma financial statements ("the
Statements") have been prepared in accordance with presentation
guidelines set forth for pro forma financial statements. Therefore,
they are not historical in nature and do not include all information
and footnotes necessary for a fair presentation of financial position
and results of operations and cash flows in conformity with generally
accepted accounting principles. The Statements are not necessarily
indicative of the financial position and results of operations and cash
flows that would have been attained if the transactions or events had
actually taken place on the date depicted and should be read in
conjunction with the related historical financial information.
The Statements present the financial position and results of operations
and cash flows as if the events, in the following paragraphs, had
occurred on January 1, 1997. However, for the period ended December 31,
1997 amortization expense for goodwill is stated at its historic value
of $32,655. Additionally, accumulated depreciation at December 31,1997
associated with the restated fixed assets is shown as if amounts
accumulated through April 30, 1997 were netted against the restated
fixed assets at that date. Presenting the Statements in this manner
accomplishes the following:
- The pro forma balance sheet at December 31, 1997, reflects
the actual accumulated amortization and depreciation
recorded in the Company's historic financial statements. As
a result, since the business combination occurred prior to
December 31, 1997, there is no difference in the pro forma
balance sheet presented and the historic balance sheet of
the Company at December 31, 1997. Balance sheet amounts,
adjusted as if goodwill had been amortized and restated
assets been depreciated since January 1, 1997, would not
have been significantly different from the amounts shown on
the pro forma balance sheet.
- The pro forma statements of operations, changes in
shareholders' equity and cash flows for the year ended
December 31, 1997, reflect the actual amortization and
depreciation recorded in the Company's historic financial
statements. As a result, the pro forma results of operations
simply combine the results of operations of 1.) the Company
from January 1, 1997, which include operations of the
Company's operating subsidiary, First Independent Computers,
Inc. ("FICI") from May 1, 1997, and 2.) the results of
operations of FICI from January 1, 1997 through April 30,
1997. Results of operation, adjusted as if goodwill had been
amortized and restated assets been depreciated since January
1, 1997, would not have been significantly different from
the amounts shown on the pro forma statement of operations,
changes in shareholders' equity and cash flows for the year
ended December 31, 1997.
- No pro forma adjustments have been applied in combining the
above referenced results.
-6-
<PAGE>
COLUMBIA CAPITAL CORP.
Pro Forma Information - Unaudited
Note : Basis of Presentation (continued)
Effective September 23, 1997, Columbia Capital Corp. (the "Company")
acquired all of the common stock (the "FICI Common Stock") of the
Company's operating subsidiary, FICI, from Messrs. Douglas R. Baetz and
Glenn M. Gallant. Pursuant to the terms of the agreement of acquisition
of the FICI Common Stock, dated August 29, 1997 (the "Stock Purchase
Agreement"), Messrs. Gallant and Baetz received 10,631,250 shares of
Common Stock (after the Company effectuated a 1 for 2 reverse stock
split of its Common Stock) in exchange for the FICI Common Stock, which
represented approximately 85% of the Company's then issued and
outstanding Common Stock. In connection with the closing of the Stock
Purchase Agreement, the Company issued 618,750 shares of Common Stock
to Baytree Associates, Inc., a third party which is not an affiliate of
Messrs. Baetz and Gallant, as a fee for services rendered to the
Company for arranging the transactions which are the subject of the
Stock Purchase Agreement.
On April 30, 1997, Messrs. Baetz and Gallant purchased all of the
issued and outstanding FICI Common Stock then owned by Security Shares,
Inc., a bank holding company, for $1,600,000. The transaction was
accounted for utilizing "push-down accounting," whereby all assets and
liabilities of FICI were restated at their estimated market value on
the purchase date. The excess of the total acquisition cost over the
fair value of net assets acquired was recorded as goodwill. Total
restated assets at May 1, 1997 amounted to $2,174,670, which included
$973,924 in goodwill to be amortized over an estimated benefit period
of twenty (20) years. Goodwill amortization expense amounts to $4,058
monthly.
The accompanying financial statements have been presented, for
accounting purposes, as a recapitalization of FICI, with FICI as the
acquirer of the Company. Further, in connection with the transactions
relating to the Stock Purchase Agreement and the acquisition of the
FICI Common Stock by Messrs. Baetz and Gallant, such persons obtained a
controlling interest in FICI and, thereafter, the Company. Therefore,
these transactions were transactions between entities under common
control. Accordingly, the business combination between the Company and
FICI was accounted for in a manner similar to a pooling of interests,
whereby the accounts of the entities involved were not revalued, rather
they were combined at their historical basis. The Company's historical
consolidated financial statements were restated to include the results
of operations of FICI from May 1, 1997, the acquisition date of FICI by
Messrs. Baetz and Gallant. There were no adjustments to net assets of
the combining companies necessary for either to adopt the same
accounting practices.
-7-
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<CASH> 268400
<SECURITIES> 0
<RECEIVABLES> 447844
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1881479
<PP&E> 1763326
<DEPRECIATION> 260381
<TOTAL-ASSETS> 4311299
<CURRENT-LIABILITIES> 1281701
<BONDS> 0
0
0
<COMMON> 12765
<OTHER-SE> 2873651
<TOTAL-LIABILITY-AND-EQUITY> 4311299
<SALES> 12967805
<TOTAL-REVENUES> 12967805
<CGS> 0
<TOTAL-COSTS> 9760857
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 118701
<INCOME-PRETAX> 3137303
<INCOME-TAX> 1112628
<INCOME-CONTINUING> 2024675
<DISCONTINUED> 0
<EXTRAORDINARY> (660000)
<CHANGES> 0
<NET-INCOME> 1364675
<EPS-PRIMARY> .11
<EPS-DILUTED> .11
</TABLE>
