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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, 1999
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 X No
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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. [ ]
The issuer's revenues for the fiscal year ended December 31, 1999 were
$5,122,434.
The number of shares outstanding of the issuer's common stock as of February 2,
2000, was 38,511,512 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 ($0.44) of the common stock as of December 31, 1999 was $936,556.
DOCUMENTS INCORPORATE BY REFERENCE
PORTIONS OF THE ISSUER'S DEFINITIVE PROXY STATEMENT TO BE FILED ARE INCORPORATED
BY REFERENCE INTO PART III HEREOF.
Transactional Small Business Disclosure Format (Check one): Yes No X
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ITEM 1. DESCRIPTION OF BUSINESS
BACKGROUND
The following should be read in conjunction with the Consolidated
Financial Statements of Columbia Capital Corp., a Delaware corporation
("Columbia"), and the related notes thereto, contained elsewhere in this Report.
Columbia was organized under the laws of the State of Delaware on
February 5, 1993. Columbia operates through its wholly-owned subsidiaries,
Finity Corporation ("Finity"), formerly known as First Independent Computers,
Inc. ("FICI") , a Texas corporation and Fi-Scrip, Incorporated, a Nevada
corporation ("Fi-Scrip"). FICI changed its name to Finity by amendment to its
articles of incorporation effective March 1, 2000. The amendment was implemented
as part of management's strategic marketing plan and is not expected to have an
immediate affect on the operations of the subsidiary. See "Description of
Business--Sales and Marketing." Unless stated otherwise, Columbia, Finity and
Fi-Scrip 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; (iii) document management and
distribution services; and (iv) processing services for Automatic Teller
Machines ("ATMs") transactions, debit terminal transactions and Electronic
Benefits Transfer systems ("EBT") transactions. 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.
According to The Nilson Report of April, 1999, as the world is rapidly
moving toward electronic information processing, annual credit and debit card
purchases in the United States have reached the $1.156 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."
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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RECENT CHANGES IN THE BUSINESS OF THE COMPANY; CLOSURE OF BESTBANK AND RELATED
MATTERS
On July 23, 1998, the Colorado State Banking Board ordered the closure
of BestBank of Boulder, Colorado ("Best Bank") and its successor in interest,
the Federal Deposit Insurance Corporation ("FDIC") assumed the role of receiver
of BestBank. The single largest asset of BestBank was the portfolio of credit
card accounts receivable serviced by the Company (the "Portfolio"). As of
December 31, 1998, the number of active credit card accounts serviced by the
Company was 661,795, of which 622,837 were serviced by the Company pursuant to a
master agreement (the "Master Agreement") entered into as of October 1, 1997
with BestBank. For the year ended December 31, 1999 and 1998, revenue from the
Portfolio accounted for approximately 59% and 84% of the Company's total
revenues, respectively. As of the date of this report the Company provides no
services pursuant to the Master Agreement.
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 was non-recourse to RRICC, unless the
deposit was 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(R). 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
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position to close the Purchase and Sale Agreement in a timely manner and, in
fact, was one of the reasons that RRICC requested the extension in the first
place. When these facts were brought to the attention of the FDIC, the FDIC
stated that it had investigated the allegations and could find no facts to
support the allegations. Notwithstanding the FDIC's denials, the parties
proceeded to execute the January 29, 1999 extension agreement, based on the
intention of RRICC and the Company to use the time to identify a new bank and to
negotiate a sponsorship agreement.
Between January 29, 1999 and February 22, 1999, the Company learned of
further efforts by certain regulators to hinder the ability of RRICC to obtain a
sponsoring bank. This additional hindrance, in the opinion of management of the
Company, resulted in the prevention of RRICC from being able to close on the
Purchase and Sale Agreement. On February 22, 1999, RRICC notified the Company
and the FDIC that, because of such hindrance, the extension period had been an
insufficient amount of time in which to find a sponsoring bank. RRICC and the
FDIC discussed a further extension of the closing date. On February 26, 1999,
the FDIC notified the Company that negotiations with RRICC had failed and that
procedures to liquidate the Portfolio, which had already begun, would continue.
In addition, the FDIC announced that it was terminating the Master Agreement, as
of March 4, 1999.
The effect of these events was to eliminate approximately 84% of the
Company's monthly revenues from processing, as measured during 1998, which has
had a material adverse effect on the Company's 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 of Financial
Condition and Results of Operations."
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
International Inc. ("PaySys") has licensed the Company to use its software known
as 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.
As part of the credit card servicing referenced in the prior paragraph,
the Company has either commenced negotiations or entered into agreements with
three companies to replace some of the revenue lost by the closure of BestBank
and the termination of the Master Agreement by the FDIC. These agreements are
discussed more fully hereinbelow:
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ANTICIPATED AGREEMENT WITH CNG FINANCIAL CORPORATION. As of the date of
this Report, the Company has entered into an agreement with CNG Financial
Corporation ("CNG") to perform data processing and other services in connection
with CNG's various business activities. CNG is the Company's principal
shareholder. The agreement has an initial term of three (3) years CNG operates
various programs through its various business activities including credit card
and debit card programs, a payday loan program through its Check `n Go stores.
Lastly, the Company has begun to provide services to the portions of CNG's
business operations, which relate to collections and the Company is to provide
software development services for the automation of the various CNG operations.
The Company began generating revenues from the its relationship with CNG in
February, 2000. The Company estimates that the value of services to be provided
to CNG in 2000 by the Company should be approximately $900,000. However, no
assurance to that 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 an
additional three (3) year term, unless written notice is given by either party
no less than one hundred eighty (180) days prior to expiration of a given term.
The Company's processing charges range from $1.50 to $2.00 per account per
month, depending on the services provided. On December 16, 1998, the Company
completed the conversion of approximately 6,000 accounts for the Presbyterian
Hospital at Greenville, Texas ("Greenville Hospital") and added approximately
5,900 additional accounts throughout the nine months ended September 30, 1999.
The Company, which processed the Greenville Hospital accounts on a test basis,
discontinued processing the accounts as of September 30, 1999. The Greenville
Hospital accounts generated approximately $173,000 in revenue for the nine
months ended September 30, 1999 representing approximately 3.65% of total
operating revenue for the period.
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. 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, the Company has
not received any revenue from any provider since the test on the Greenville
Hospital accounts was completed.
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.
AGREEMENT WITH TRANSPORTATION ALLIANCE BANK. In June, 1999, the Company
entered into an agreement with Transportation Alliance Bank ("TAB") to set up
and perform data processing and other services in connection with a credit card
program. The agreement has an initial term of three (3) years and will
automatically renew for additional three (3) year term, unless written notice is
given by either party no less than one hundred eighty (180) days prior to
expiration of a given term. As of the date of this Report, the Company is
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processing approximately 1,000 accounts for TAB. TAB is focusing on the
petroleum industry, and has developed a cautious, but aggressive growth strategy
to release several major credit card promotions during the year 2000, with the
intention of growing the current portfolio to between 50,000 and 75,000 accounts
within the next 12 months. However, no assurance to this effect can be given.
OPERATIONS OF FISCRIP. Fi-Scrip designs programs and tests the software that is
reloaded into ATMs 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, and had gross revenue of $645,623 for the year
ended December 31, 1999.
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.
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."
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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 Corporation ("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 charge
backs. In conjunction with the charge back 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.
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.
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
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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.
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(R) and
MasterCard(R) 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.
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 1%, 5% and 20% of its gross billings for the years ended December
31, 1999, 1998 and 1997, respectively. Although the Company does not currently
provide any banking and financial services to any of its customers, the Company
believes that this line of business presents a viable business opportunity.
However, no assurance to this effect can be given. See "Description of
Business-Sales and Marketing."
The financial institutions processing services which the Company is
able to provide 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.
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The Company can provide proof and data entry services for all cash and
transit items for the customer. Checks, debit advices and credit advices can be
micro-encoded. On a daily basis, all items rejected can be 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 can be
electronically transferred to the processing systems. After the capturing
process, the Company can generate and create 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 is able to offer 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 can be
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 and an
average of approximately 100,000 pieces of mail per month during the year ended
December 31, 1999. The Company's credit card processing center has a current
capacity of processing 1,000,000 pieces of mail per month. The loss of revenue
from servicing the Portfolio has reduced 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 a hard copy. This on-line service of reports
is an efficient and time saving solution to the customer for the viewing and
retrieval of data.
Besides the advantage of processing efficiencies over traditional
analog file storage, the use of COLD storage and retrieval methodologies have
applications for customer service operations. Through the Company, the 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.
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 DE NOVO 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
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outsource their operations and not assume the significant overhead associated
with such business. During the 1980's, the trend for community banks was to
bring their processing in-house. Faced with 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.
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 DE NOVO 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 in the past
have been made by its executive officers, however, the Company has recently
expanded its sales and marketing efforts, utilizing both existing company
employees and the sales and marketing staff of its primary shareholder, CNG, in
an attempt to reach more potential customers in a shorter period of time.
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 and
CNG to result in new and additional business for the Company. However, no
assurance to this effect can be given.
COMPETITION
The industry segments in which the Company's business operates are
extremely fragmented and 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.
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 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.
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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(R) and MasterCard(R) 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 September, 1999, 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 October 1, 1999, 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.
EMPLOYEES
As of December 31, 1999, the Company had sixty-five (65) full-time
employees, including three (3) corporate executives, fifty-two (52) operations
persons, ten (10) 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.
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RISK FACTORS
THIS REPORT MAY BE DEEMED TO CONTAIN FORWARD-LOOKING STATEMENTS WITHIN
THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.
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.
FINANCIAL RISKS
THE COMPANY MAY BE UNABLE TO GENERATE SUFFICIENT NEW BUSINESS TO
REPLACE THE LOSS OF THE COMPANY'S LARGEST 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 the date of
this Report, the Company is no longer servicing any of the accounts in the
Portfolio. The effect of these events was to eliminate approximately 84% of the
Company's monthly revenues, as measured during 1998, which has had a material
adverse effect on the Company's results of operations for the year ended
December 31, 1999 and possibly thereafter. As of the date of this Report, the
Company has only been able to add 6,000 accounts to the accounts being serviced
by the Company. This has resulted in a reduction of monthly revenue since
December 31, 1998 of $900,000 per month. 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 of Financial
Condition and Results of Operations" and "Item 7-Financial Statements."
THE COMPANY MAY NOT BE ABLE TO GENERATE SUFFICIENT 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 of Financial Condition and Results of
Operations."
BUSINESS FROM AGREEMENTS WITH NEW CUSTOMERS MAY NOT BE PROFITABLE.
BestBank represented approximately 59%, 84% and 30% of the Company's revenue for
the Company's fiscal years ended December 31, 1999, 1998 and 1997, respectively.
Much of the anticipated short term future growth in the business of the Company
is expected to be derived from an agreement with Transportation Alliance Bank
and an anticipated agreement with CNG. 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 of Financial Condition and Results of
Operations."
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GENERAL BUSINESS OPERATIONS RISKS
CONSOLIDATION OF BANKS AND OTHER FINANCIAL INSTITUTIONS MAY ADVERSELY
AFFECT 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
Security State Bank 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 DE NOVO 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.
THE COMPANY'S SOFTWARE AND PROCEDURES MAY NOT COMPLY WITH GOVERNMENT
REGULATION. 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(R) and MasterCard(R) 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."
THE COMPANY'S LIABILITY INSURANCE COVERAGE MAY NOT BE ADEQUATE. 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 CNA
Insurance Companies 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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THE COMPANY MAY BE UNABLE TO RETAIN ITS 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 62% 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.
ITEM 2. DESCRIPTIONS OF PROPERTIES
The Company's Headquarters are in Abilene, Texas. On August 24, 1999,
the Company entered into a new lease for its, 36,182 square feet, office space
from American State Bank, at a monthly cost of approximately $23,514. All
portions of the leased space are automatically renewable for a like period of
time, if notification of termination is not made by the landlord to the Company
or vice versa, within 180 days prior to the expiration of the term of the lease.
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, American State Bank 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."
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 in Abilene, Texas. This property was acquired by the Company to act as a
credit card embossing center as required by VISA(R) and MasterCard(R). The
Company paid $68,000 to acquire the property and $140,000 of improvements to the
building. See "Item 6-Management's Discussion and Analysis of Financial
Condition and Results of Operations."
ITEM 3. LEGAL PROCEEDINGS
The Company is not a party to any pending legal proceedings
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the quarterly period ended December 31, 1999, the Company's
stockholders adopted no resolutions at a meeting or by written consent.
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PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
COMMON STOCK
As of March 15, 2000, 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 the date of this report, there were issued and
outstanding 38,511,512 shares of Common Stock and no shares of Preferred Stock.
As of December 31, 1999, the Company had 86 shareholders of record.
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.
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 ENDED DECEMBER 31, 1999
1st Quarter 1.13 0.13 1.22 0.22
2nd Quarter 0.47 0.19 0.59 0.31
3rd Quarter 0.31 0.19 0.44 0.22
4th Quarter 0.88 0.28 1.01 0.35
The closing bid and asked sales prices of the Company's Common Stock,
as traded in the over-the-counter market, on December 30, 1999, was $0.375 and
$0.44, 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.
RECENT SALES OF UNREGISTERED SECURITIES
In September and November, 1999, pursuant to the terms of CLCK/CNG
Stock Purchase Agreement, CNG purchased 24,000,000 shares of Common Stock for a
purchase price of $3,000,000. Pursuant to the CLCK/CNG Stock Purchase Agreement,
CNG was granted the CNG Stock Option to purchase an additional 10,000,000 shares
of Common Stock for the purchase price of $2,000,000. CNG has agreed to exercise
the CNG Stock Option at any time that the Company indicates a need for these
funds for operations. However, no assurance can be given that CNG will exercise
the CNG Stock Options when called upon to do so.
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In connection with the CLCK/CNG Stock Purchase Agreement, the Company
entered into the CLCK/Century Stock Purchase Agreement, dated as of September
16, 1999, with Century. Under the terms and conditions of the CLCK/Century Stock
Purchase Agreement, Century purchased 1,736,512 shares of Common Stock of the
Company in consideration of the cancellation of the obligation of $434,128 due
and payable by the Company to Century.
The shares of Common Stock were sold to CNG and Century without
registration under Section 5 of the Securities Act of 1933 in reliance upon
Section 4(2) thereof and Regulation D thereunder. With respect to those sales,
the Company had reason to believe that CNG and Century were accredited investors
with the meaning of Rule 501(a)(3) of Regulation D.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
THIS REPORT, INCLUDING THE DISCLOSURES BELLOW, 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, Glenn M. Gallant
("Gallant") and Douglas R. Baetz ("Baetz"), former directors and former
principal shareholders of the Company, acquired 100% of the issued and
outstanding Finity 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 Finity 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,
Finity became the sole operating subsidiary of the Company.
In connection with the transactions relating to the Stock Purchase
Agreement and the acquisition of the Finity Common Stock by Messrs. Gallant and
Baetz, such persons obtained a controlling interest in Finity 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 Finity 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.
Finity's assets and liabilities were restated at their estimated fair
market value as of 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 was 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 each of the periods
ending December 31, 1999 and 1998 and $32,466 (from May 1, 1997 to December 31,
15
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1997) of amortization expense included in the results of operations for the year
ended December 31, 1997. Based on circumstances and events which occurred during
the year ended December 31, 1999, which includes the termination of the Master
Agreement related to the BestBank portfolio and a change in control of the
Company's principal shareholders, a result of the stock purchase agreement,
management of the Company has determined that the significant tangible and
intangible assets associated with the purchase of Finity in 1997, no longer
exist or have been fully depreciated and that the related goodwill is fully
impaired. Thus, the balance of goodwill was written off at December 31, 1999,
resulting in a non-recurring charge of $844,066 that is reflected in the
Statement of Operations as an other expense item.
As of January 1, 1999, Messrs. Baetz and Gallant contributed all of the
common stock of Fi-Scrip to the Company for no consideration. Through such
action, Fi-Scrip became a wholly-owned subsidiary of the Company.
The Company has included in this Report the audited consolidated
financial statements of the Company for the years ended December 31, 1999 and
1998, which include the audited consolidated balance sheets of the Company as of
December 31, 1999 and 1998, and the related consolidated statements of
operations and statements of changes in stockholders' equity and cash flows for
the years ended December 31, 1999 and 1998. The consolidated balance sheet of
the Company for the year ended December 31, 1999, reflects the acquisition of
Fi-Scrip, Inc. effective January 1, 1999. The consolidated income statement and
statement of cash flow of the Company for the year ended December 31, 1999,
reflects the results of operations and cash flows of the parent holding company,
Finity and Fi-Scrip. The consolidated income statement and statement of cash
flow of the Company for the year ended December 31, 1998 reflects the
consolidated results of operations and cash flows of the parent holding company
and Finity.
RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 1999 AND
DECEMBER 31, 1998. Total operating revenues for the year ended December 31, 1999
decreased approximately 61% to $5,122,434 from $12,967,805 for the year ended
December 31, 1998. 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, 1999
decreased 63% to $4,029,463 from $10,747,212 during the year ended December 31,
1998. This decrease primarily relates to the revenues associated with the Master
Agreement. The Master Agreement with Best Bank represented 59% of the credit
card revenues for the year ended December 31, 1999.
Banking and financial service revenues during the year ended December
31, 1999 decreased to $73,842 from $680,091. This decrease primarily related to
the decrease in revenues from the Company's processing arrangements with ASB
during 1999. 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 continued to provide item and backroom processing services
for ASB through February 29, 1999. Management believes that anticipated
increases from the Company's credit card operations and future bank processing
opportunities will replace this reduced source of revenues.. However, no
assurance to this effect can be given. The Company 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.
Merchant processing revenue was $645,623 for the year ended December
31, 1999. Merchant processing revenue is from the Company's subsidiary Fi-Scrip,
which was consolidated into the Company as of January 1, 1999, therefore, there
is no comparable data for the year ended December 31, 1998.
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Total operating expenses during the year ended December 31, 1999
decreased 10% to $8,742,834 from $9,760,857 during the year ended December 31,
1998. Total operating expenses principally include: (i) cost of salaries and
employee benefits, (ii) equipment and software expenses, (iii) professional and
outside services, as follows:
Cost of salaries and employee benefits during the year ended December
31, 1999 decreased 2% to $3,172,794 from $3,229,550 during the year ended
December 31, 1998. This decrease primarily resulted from an decrease of
approximately 17 full time employees through attrition at December 31, 1999 from
December 31, 1998. The Company generally did not replace those employees that
left and worked to consolidate job responsibilities among fewer employees. The
Company, in 1999, struggled to maintain its professional staff, including
officers, management, computer programmers and equipment operators, following
the decreased in demand for credit card processing services relating to the loss
of the Master Agreement.
Equipment and software expenses during the year ended December 31, 1999
increased 40% to $2,583,287 from $1,850,212 during the year ended December 31,
1998. 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, 1998.
Cost of professional and outside services during the year ended
December 31, 1999 decreased 29% to $687,953 from $974,288 during the year ended
December 31, 1998. The decline in professional and outside services expense for
1999 resulted from a decline in the Company's legal and accounting fees.
Further, certain miscellaneous operating expenses, including insurance,
postage and delivery fees, and franchise use and sales taxes, during the year
ended December 31, 1999, decreased 43% to $545,606 from $951,434 during the year
ended December 31, 1998. These increases resulted primarily from the expanded
volume of services provided by the Company as a result of the Master Agreement.
Other revenues and expenses resulted in total other expenses of
$611,155 during the year ended December 31, 1999, as compared to total other
expenses of $69,645 during the year ended December 31, 1998. This increase in
expenses between the respective periods resulted from $844,066 of costs related
to the write-down of goodwill by the Company at December 31, 1999, and interest
expense of $46,258 related to the Company's borrowings during the year ended
December 31, 1999, as compared to $118,701 during the year ended December 31,
1998, offset by interest income of $54,244 during the year ended December 31,
1999 compared to $49,056 of interest income for the year ended December 31,
1998, and the recovery of $224,925 in bad debt related to processing services
performed for Century Financial, an affiliate of the Company and Messrs Baetz
and Gallant, in December of 1998. See "Description of Business-Recent Changes in
the Business of the Company; Closure of BestBank and Related Matters."
As a result of the foregoing, the Company generated net loss of
$3,231,617 during the year ended December 31, 1999, as compared to a net income
of $2,024,675 before an extraordinary charge of $660,000, net of tax, during the
year ended December 31, 1998. The Company generated loss from operations of
$3,620,400 during the year ended December 31, 1999, as compared to a income from
operations of $3,206,948 during the year ended December 31, 1998. This loss from
operations primarily resulted from a decline in revenue from credit card
processing related to the Master Agreement, which was terminated by the FDIC, as
of March 4, 1999, in connection with the closure of BestBank. See "Liquidity and
Capital Resources."
17
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES. At December 31, 1999, the ratio of
current assets to current liabilities was 1.78 to 1 as compared to 1.47 to 1 at
December 31, 1998.
The Company's cash flow needs for the year ended December 31, 1999 were
primarily provided from capital injections related to the stock purchase
agreement between the Company and CNG. The Company's cash flow needs for the
year ended December 31, 1998 were primarily provided from operations. At
December 31, 1999, $20,000 of unallocated reserve for bad debt was carried by
the Company. At December 31, 1999, prepaid expenses were $337,468 and are
anticipated to be expensed as used in the future. Net property and equipment was
$1,205,557 at December 31, 1999.
There were no major capital additions during the year ended December
31, 1999.
As of March 17, 1999, the FDIC announced that it was terminating the
Master Agreement with BestBank. The effect of these events was be to eliminate
approximately 84% of the Company's monthly revenues from processing, as measured
during 1998, which has had a material adverse effect on the Company's results of
operations during year ended December 31, 1999 and is anticipated to have a
material adverse effect on the Company's results of during the near future
unless and until the Company rebuilds and replaces its revenue sources.
Management of the Company hopes the Company will be able to replace the
loss of revenue from the Master Agreement and is currently working to negotiate
new business to offset such loss. Management is continuing to strategically
reduce operating costs in an effort to streamline the Company's operations while
maintaining the integrity of systems and the overall ability of the Company to
move swiftly and effectively to implement new business.
On September 16, 1999, Finity effectively terminated an eight hundred
thousand dollars ($800,000) unsecured operating line of credit through Century.
Finity agreed to offset $576,352 in accounts receivable from Century to Finity
against the $827,921 balance of the line of credit, which included $27,921 in
accrued interest payable, and through the Company, issued 1,006,276 shares of
Common Stock in consideration of the cancellation of the remaining $251,569
balance of the line of credit. The line of credit carried an annual percentage
rate of ten percent (10%). Under the terms of the line of credit, Finity paid
interest on a monthly basis with the unpaid principal due at maturity, September
15, 1999. The outstanding balance on the line of credit as of December 31, 1998
was $700,000.
On September 16, 1999, Fi-Scrip effectively terminated an operating
line of credit through Century. The Company agreed to issue 730,236 shares of
Common Stock in consideration of the cancellation of the $182,559 balance of the
line of credit, including $6,604 in accrued interest payable. The line of
credit, dated May 1, 1998, with Century provided Fi-Scrip with a maximum
operating line of credit of two hundred and fifty thousand dollars ($250,000).
The note carried an annual percentage rate of ten percent (10%). Under the terms
of the note, Fi-Scrip paid interest on a monthly basis with the unpaid principal
due on demand.
Cash and cash equivalents were $2,133,740 as of December 31, 1999, as
compared to $268,400 at December 31, 1998. This increase was primarily
attributable to the acquisition of Fi-Scrip on January 1, 1999. 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.
18
<PAGE>
As of December 31, 1999 and December 31, 1998, the Company's long-term
borrowings were $137,288 and $143,182, respectively. Long-term borrowings, at
December 31, 1999, consisted of the note payable of $137,288 to ASB, less the
current portion of the note payable. 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, 1999, the Company had short-term borrowings in the
aggregate amount of $12,441, as compared to $711,395 at December 31, 1998. This
decrease was attributable to the negotiated termination of the lines of credit
between Finity and Century. 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. See "Overview of
Presentation"
In October, 1997, the Company entered into a 36-month equipment lease
with IBM related to the Company's credit card processing operations. The Company
upgraded the equipment lease in March, 1998 to provide for continued increases
in the Company's processing volume and efficiencies, and expansion of business
operations. The Company financed the lease agreement by the pledge of
certificates of deposit in the aggregate amount of $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 (used in) provided by operating activities was $(970,638) and
$1,784,437 for the years ended December 31, 1999 and 1998, respectively. Net
cash used by operations during the year ended December 31, 1999 primarily
consisted of net losses from operations, offset primarily by increases in
accruals and accounts payable. 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 provided by (used in) investing activities was $278,093 and
($1,398,225) for the years ended December 31, 1999 and 1998, respectively. In
the year ended December 31, 1999, the Company utilized $45,666 to purchase
certain fixed assets, including office furniture, credit card computer equipment
and computer software. The Company also took an equity position in Platinum-ICS,
Inc., utilizing $90,000 in cash. The Company acquired $413,759 of cash in
connection with the acquisition of Fi-Scrip. 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.
Net cash provided by (used in) financing activities was $2,557,885 and
($135,673) for the years ended December 31, 1999 and 1998, respectively. In the
year ended December 31, 1999, the Company received proceeds of $3,000,000 from
the issuance of common stock, which was utilized to finance the Company's
business operations, offset by the termination of the Company line of credit
utilizing $424,826 in cash. For 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.
19
<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 July 1, 2000. SFAS No. 133
establishes standards for reporting financial and descriptive information
regarding derivatives and hedging activity. Since the Company does not have any
derivative instruments, this standard will have no impact on the Company's
financial position or results of operations.
The American Institute of Certified Public Accountants ("AICPA")
recently issued Statement of Position 98-1, "Accounting for the Cost of Computer
Software Developed or Obtained for Internal use," which provides guidance
concerning recognition and measurement of costs associated with developing or
acquiring software for internal use. In 1998, the AICPA also issued Statement of
Position 98-5, "Reporting on the Costs of Start-Up Activities," which provides
guidance concerning the costs of start-up activities. For accounting purposes,
start-up activities are defined as one-time activities related to opening a new
facility, introducing a new product or service, conducting business in a new
territory or with a new class of customer, initiating a new process in an
existing facility, or commencing some new operation. Both pronouncements are
effective for financial statements of years beginning after December 15 ,1998,
with earlier adoption encouraged. Management does not believe the adoption of
these pronouncements had no material impact on the consolidated financial
statements of the Company.
ITEM 7. FINANCIAL STATEMENTS
Consolidated balance sheets of Columbia Capital Corp. and subsidiaries
as of December 31, 1999, 1998 and 1997, and the related statements of
operations, stockholders' equity (deficiency) and cash flows for the years ended
December 31, 1999, 1998 and 1997, respectively.
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.
Not applicable.
20
<PAGE>
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT
The information required by this Item is set forth under the headings
"Directors and Executive Officers" and "Compliance with Section 16 of the
Securities Exchange Act of 1934 in the Company's definitive proxy statement for
the Annual Meeting of Stockholders to be held in June 2000, and is expressly
incorporated herein by reference.
ITEM 10. EXECUTIVE COMPENSATION
The information required by this Item is set forth under the heading
"Executive Compensation" in the Company's definitive proxy statement for the
Annual Meeting of Stockholders to be held in June 2000 and is expressly
incorporated herein by reference.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this Item is set forth under the heading
"Voting Securities and Principal Holders Thereof" in the Company's definitive
proxy statement for the Annual Meeting of Stockholders to be held in June 2000,
and is expressly incorporated herein by reference.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item is set forth under the heading
"Certain Relationships and Related Transactions" in the Company's definitive
proxy statement for the Annual Meeting of Stockholders to be held in June 2000,
and is expressly incorporated herein by reference.
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, 1999, 1998 and 1997, and the related statements of operations,
stockholders' equity (deficiency) and cash flows for the years ended December
31, 1999, 1998 and 1997 are included elsewhere in this Report.
B. Reports on Form 8-K
- -- -------------------
1. Form 8-K dated September 16, 1999 (Item 1).
21
<PAGE>
C. Other Exhibits
- -- --------------
3.1 Certificate of Incorporation (1)
3.2 Bylaws (1)
4.1 Specimen Stock Certificate (1)
10.1 Lease Agreement (Abilene, Texas) (1)
10.2 Form of Data Processing Services Agreement (1)
10.3 Stock Option Plan (3)
10.4 Agreement to Acquire shares of FiScrip dated January 1, 1999
(4)
10.5 Agreement for the Purchase of Stock, by and between the
Company and CNG Financial Corporation, an Ohio corporation
("CNG"), dated as of September 16, 1999, and Amendment No. 1
thereto, dated as of September 30, 1999 (2)
10.6 Non-Qualified Stock Option Agreement, by and between the
Company and CNG, dated as of September 16, 1999, and Amendment
No.1 thereto, dated as of September 30, 1999 (2)
10.7 Agreement for the Purchase of Stock, by and among Century
Financial Group, Inc., a Florida corporation ("Century") and
CNG, dated as of September 16, 1999. (2)
10.7 Agreement for the Purchase of Stock, by and among Century and
the Company, dated as of September 16, 1999. (2)
27 Financial Data Schedule
(1) Filed as part of Amendment No. 1 to Form 10-SB filed with the
Commission as of June 18, 1998.
(2) Filed as part of Form 8-K as filed with the Commission on October 1,
1999.
(3) Filed first as part of the Annual Report on Form 10-KSB for the year
ended December 31, 1997, as amended.
(4) Filed as part of Amendment No. 2 to Form 10-SB filed with the
Commission as of February 10, 2000
22
<PAGE>
COLUMBIA CAPITAL CORP.
AND SUBSIDIARIES
________________________________
Consolidated
Financial Statements
together with
Report of
Independent Public Accountants
________________________________
December 31, 1999, 1998 and 1997
<PAGE>
COLUMBIA CAPITAL CORP. AND SUBSIDIARIES
CONTENTS
--------
Page
----
Report of Independent Public Accountants......................................1
Consolidated Financial Statements
Consolidated Balance Sheets..............................................2
Consolidated Statements of Operations....................................3
Consolidated Statements of Changes in Shareholders' Equity...............4
Consolidated Statements of Cash Flows....................................5
Notes to Consolidated Financial Statements...............................6
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors of
COLUMBIA CAPITAL CORP. AND SUBSIDIARIES:
We have audited the accompanying consolidated balance sheets of Columbia Capital
Corp. and Subsidiaries as of December 31, 1999, 1998 and 1997, and the related
consolidated statements of operations, 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
Subsidiaries as of December 31, 1999, 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.
/s/ DAVIS, KINARD & CO., P.C.
Abilene, Texas
January 28, 2000.
-1-
<PAGE>
<TABLE>
COLUMBIA CAPITAL CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1999, 1998 AND 1997
<CAPTION>
ASSETS 1999 1998 1997
--------------- --------------- ---------------
<S> <C> <C> <C>
Current assets
Cash and cash equivalents $ 2,133,740 $ 268,400 $ 17,861
Interest bearing deposits with banks 501,000 501,000 303,578
Accounts receivable, net 319,079 447,844 522,538
Prepaid expenses 337,468 582,633 255,959
Federal income tax receivable 556,774 81,602 -
Other assets - - 93,201
--------------- --------------- ---------------
Total current assets 3,848,061 1,881,479 1,193,137
Premises and equipment 1,812,720 1,763,326 562,598
Less accumulated depreciation 607,163 260,381 47,914
--------------- --------------- ---------------
Net property and equipment 1,205,557 1,502,945 514,684
Other assets
Other assets 90,000 - -
Deferred tax asset 400,967 34,113 174,242
Goodwill, net of accumulated amortization
of $81,162 for 1998 and $32,466 for 1997 - 892,762 941,458
--------------- --------------- ---------------
Total other assets 490,967 926,875 1,115,700
--------------- --------------- ---------------
TOTAL ASSETS $ 5,544,585 $ 4,311,299 $ 2,823,521
=============== =============== ===============
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Accounts payable $ 2,163,382 $ 298,840 $ 104,033
Accrued expenses and other liabilities 476,457 265,521 195,908
Current portion of note payable 12,441 11,395 -
Notes payable - related party - 700,000 1,300,000
Accrued interest payable - 5,945 11,589
--------------- --------------- ---------------
Total current liabilities 2,652,280 1,281,701 1,611,530
Long term portion of note payable 124,847 143,182 -
--------------- --------------- ---------------
Total liabilities 2,777,127 1,424,883 1,611,530
SHAREHOLDER'S EQUITY
Common stock , $.001 par value;
50,000,000 shares authorized; 38,511,512
issued and outstanding in 1999, 12,765,000
issued and outstanding in 1998, and
12,500,000 issued and outstanding in 1997 38,512 12,765 12,500
Additional paid-in capital 5,891,096 1,990,715 1,681,230
Retained (deficit) earnings (3,162,150) 882,936 (481,739)
--------------- --------------- ---------------
Total shareholders' equity 2,767,458 2,886,416 1,211,991
--------------- --------------- ---------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 5,544,585 $ 4,311,299 $ 2,823,521
=============== =============== ===============
The accompanying notes are an integral
part of these consolidated financial statements -2-
</TABLE>
<PAGE>
<TABLE>
COLUMBIA CAPITAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
<CAPTION>
1999 1998 1997
--------------- --------------- ---------------
<S> <C> <C> <C>
REVENUE
Credit card $ 4,029,463 $ 10,747,212 $ 1,856,062
Banking 73,842 680,091 613,049
Mail operations 203,367 1,114,956 172,637
Merchant processing fees 645,623 - -
Other 170,139 425,546 534,898
--------------- --------------- ---------------
Total operating revenue 5,122,434 12,967,805 3,176,646
EXPENSES
Salaries and employee benefits 3,172,794 3,229,550 1,448,629
Equipment and software lease 2,583,287 1,850,212 709,530
Facilities rent 351,599 436,493 217,867
Repair and maintenance 445,419 587,990 315,607
Depreciation 363,475 212,542 43,404
Computer and office supplies 217,218 609,161 167,912
Telephone 278,391 769,728 125,313
Professional and outside services 687,953 974,288 126,339
Travel and entertainment 97,092 139,459 95,998
Other operating 545,606 951,434 217,198
--------------- --------------- ---------------
Total operating expenses 8,742,834 9,760,857 3,467,797
--------------- --------------- ---------------
(LOSS) INCOME FROM OPERATIONS (3,620,400) 3,206,948 (291,151)
OTHER (EXPENSE) INCOME
Costs related to acquisitions - - (186,921)
Recovery of bad debt 224,925 - -
Write-down of goodwill (844,066) - -
Interest income 54,244 49,056 9,640
Interest expense (46,258) (118,701) (66,659)
--------------- --------------- ---------------
Total other (expense) income (611,155) (69,645) (243,940)
--------------- --------------- ---------------
(LOSS) INCOME BEFORE TAX (4,231,555) 3,137,303 (535,091)
Income tax (benefit) expense (999,938) 1,112,628 (110,723)
--------------- --------------- ---------------
(LOSS) INCOME BEFORE
EXTRAORDINARY ITEM (3,231,617) 2,024,675 (424,368)
EXTRAORDINARY ITEM, NET OF TAX - (660,000) -
--------------- --------------- ---------------
NET (LOSS) INCOME $ (3,231,617) $ 1,364,675 $ (424,368)
=============== =============== ===============
EARNINGS PER SHARE BEFORE EXTRAORDINARY ITEM
Basic (loss) income $ (0.18) $ 0.16 $ (0.03)
Diluted (loss) income (0.15) 0.16 (0.03)
EARNINGS PER SHARE AFTER EXTRAORDINARY ITEM
Basic (loss) income $ (0.18) $ 0.11 $ (0.03)
Diluted (loss) income (0.15) 0.11 (0.03)
The accompanying notes are an integral
part of these consolidated financial statements -3-
</TABLE>
<PAGE>
<TABLE>
COLUMBIA CAPITAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
Common Stock Retained
----------------------------- Paid-In (Deficit)
Shares Amount Capital Earnings 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 - - 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
Issuance of common stock 25,746,512 25,747 3,425,381 - 3,451,128
Acquisition of Fi-Scrip - - 475,000 (813,469) (338,469)
Net loss - - - (3,231,617) (3,231,617)
------------- ------------- ------------- ------------- -------------
BALANCE - DECEMBER 31, 1999 38,511,512 $ 38,512 $ 5,891,096 $ (3,162,150) $ 2,767,458
============= ============= ============= ============= =============
</TABLE>
-4-
<PAGE>
<TABLE>
COLUMBIA CAPITAL CORP. AND SUBSIDIAIRES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
<CAPTION>
1999 1998 1997
--------------- --------------- ----------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income $ (3,231,617) $ 1,364,675 $ (424,368)
Adjustments to reconcile net income to
net cash provided by operations
Depreciation and amortization 412,171 261,238 76,059
Loss on disposal of assets 61,693 - -
Write-down of goodwill 844,066 - -
(Increase) decrease in
Deferred income taxes (366,854) 140,129 (110,723)
Accounts receivable (346,407) 74,694 54,010
Deposits, prepaid expenses and other assets 251,415 (233,473) (181,901)
Increase in accruals and accounts payable 1,404,895 177,174 62,685
--------------- --------------- ----------------
Net cash (used in) provided by operating activities (970,638) 1,784,437 (524,238)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets (45,666) (1,200,803) (263,963)
Increase in other investments (90,000) - -
Cash acquired in investment in acquisition 413,759 - 34,304
Increase in interest bearing deposit - (197,422) (201,000)
--------------- --------------- ----------------
Net cash provided by (used in) investing activities 278,093 (1,398,225) (430,659)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from line of credit, net of payments (424,826) (600,000) 963,000
Proceeds from long term debt - 160,000 -
Payments on long term debt (17,289) (5,423) -
Issuance of common stock 3,000,000 309,750 -
--------------- --------------- ----------------
Net cash provided by (used in) financing activities 2,557,885 (135,673) 963,000
--------------- --------------- ----------------
NET INCREASE IN CASH
AND CASH EQUIVALENTS 1,865,340 250,539 8,103
Cash and cash equivalents at beginning of period 268,400 17,861 9,758
--------------- --------------- ----------------
CASH AND CASH EQUIVALENTS END OF PERIOD $ 2,133,740 $ 268,400 $ 17,861
=============== =============== ================
SUPPLEMENTAL DISCLOSURE
OF CASH FLOW INFORMATION:
Interest paid $ 33,869 $ 118,701 $ 66,659
Taxes paid - 760,000 25,197
Issuance of stock in retirement of debt 827,921 - -
The accompanying notes are an integral
part of these consolidated financial statements -5-
</TABLE>
<PAGE>
COLUMBIA CAPITAL CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: Summary of Significant Accounting Policies
PRINCIPLES OF CONSOLIDATION
The accompanying consolidated financial statements include the
accounts of Columbia Capital Corp. (the Company) and its
wholly-owned subsidiaries, First Independent Computers, Inc. (FICI)
and Fi-Scrip, Incorporated (Fi-Scrip). Intercompany accounts and
transactions have been eliminated.
ORGANIZATION AND NATURE OF OPERATIONS
The Company was organized under the laws of the State of Delaware
on February 5, 1993. The Company completed a private offering of
its common stock in November 1993 (See Note 2).
FICI was incorporated on October 21, 1983, pursuant to the
provisions of the Texas Business Corporation Act. FICI's business
activities include the processing of credit card purchases for
numerous businesses in various industries throughout the United
States and data processing for various banks.
Fi-Scrip, a Nevada corporation, engages in the financial services
business by marketing computer processing services for automated
teller machines transactions, debit terminal transactions and
electronic benefits transfer system transactions. Fi-Scrip
contracts with merchants and independent service organizations for
deployment of terminals and services.
MANAGEMENT REPRESENTATION
Management believes the financial statements include all
adjustments necessary in order to present a fair presentation and
ensure that the financial statements are not misleading.
CASH AND CASH EQUIVALENTS
The Company considers investments with an original maturity of
three months or less to be cash equivalents.
USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the consolidated financial statements
and the reported amounts of revenues and expenses during the
reporting periods. Actual results could differ from those
estimates.
-6-
<PAGE>
COLUMBIA CAPITAL CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
ACCOUNTS RECEIVABLE
The Company utilizes the allowance method for uncollectible
accounts receivable. Management estimates the uncollectible
accounts and provides for them in the allowance. The balance of the
allowance for uncollectible accounts was $20,000 and $270,000 at
December 31, 1999 and December 31, 1998. The balance of the
allowance for uncollectible accounts was $20,000 at December 31,
1997.
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.
PREPAID ASSETS
The Company has expenditures which benefit future periods which are
recorded as prepaid assets or deferred costs and are amortized on a
straight-line basis over the estimated or known period of benefit.
Such prepaid assets and deferred costs include prepaid insurance,
maintenance contracts, certain software licenses and supplies used
in the normal operation of business.
FEDERAL INCOME TAXES
Deferred tax assets and liabilities are recognized for deductible
and taxable temporary differences respectively. Temporary
differences are the differences between the reported amounts of
assets and liabilities and their tax bases. Deferred tax assets may
be reduced by a valuation allowance when and if, in the opinion of
management, the tax asset will, in part or in all, not be realized.
Deferred tax assets and liabilities are adjusted for the effects of
changes in tax laws and rates on the date of enactment.
-7-
<PAGE>
COLUMBIA CAPITAL CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
PER SHARE DATA
In February 1997, Statement of Financial Accounting Standards
(SFAS) No. 128, EARNINGS PER SHARE was issued. Under SFAS 128, net
earnings per share (EPS) are computed by dividing net earnings by
the weighted average number of shares of common stock outstanding
during the period. SFAS 128 replaces fully diluted EPS, which the
Company was not previously required to report, with EPS, assuming
dilution. The Company adopted SFAS 128 effective December 31, 1998.
The effect of this accounting change on previously reported EPS
data is not significant.
The computation of basic earnings (loss) per share of common stock
is based on the weighted average number of shares outstanding for
the years ended December 31, 1999 and 1998 of 18,347,073 and
12,666,712 respectively, adjusted retroactively to reflect the one
for two reverse split effective September 1, 1997. The computation
of diluted earnings (loss) per share of common stock is based on
the weighted average number of shares and equivalent shares
outstanding for the years ended December 31, 1999 and 1998 of
21,238,613 and 12,954,020, respectively. No potential common shares
existed at December 31, 1998; therefore, basic loss per share
equals diluted loss per share at that date. The computation of
basic earnings (loss) per share of common stock for the years ended
December 31, 1997 is based on the weighted average number of shares
outstanding in 1997 of 12,500,000, 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 1997 of 12,500,000. 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 5,000,000 shares of preferred stock with a par value
of $.001 each, totaling $5,000. The Board of Directors is
authorized to provide for the issuance of the shares of preferred
stock in series by filing a certificate pursuant to the applicable
law of the State of Delaware, to establish the number of shares to
be included in each such series, and to fix the designations,
powers, preferences, rights and limitations of the shares of each
series. At December 31, 1999, 1998 and 1997, there were no
preferred shares issued or outstanding.
FAIR VALUES OF FINANCIAL INSTRUMENTS
The following methods and assumptions were used by the Company in
estimating fair values of financial instruments as disclosed
herein:
CASH AND SHORT-TERM INSTRUMENTS. The carrying amounts of cash and
short-term instruments approximate their fair value.
INTEREST BEARING DEPOSITS WITH BANKS. The carrying amounts of
interest bearing deposits with banks approximate their fair value.
-8-
<PAGE>
COLUMBIA CAPITAL CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
FAIR VALUES OF FINANCIAL INSTRUMENTS - CONTINUED
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 to an unrelated party
arrangement bears a variable interest rate and represents terms and
conditions currently available for the same or similar debt
facility in the marketplace. Thus, the fair value of notes payable
approximates the carrying amount.
FEDERAL INCOME TAX RECEIVABLE. The carrying amount of the federal
income tax receivable approximate their fair value.
RECENT ACCOUNTING STANDARDS
In June 1997, SFAS No. 130, REPORTING OF COMPREHENSIVE INCOME, was
issued. This statement requires that comprehensive income be
reported in the basic financial statements. Comprehensive income
refers to the change in equity during a period from transactions
and events other than investments by and distributions to owners.
This statement applies to fiscal years beginning after December 15,
1997. The Company adopted SFAS 130 on January 1, 1998.
In June 1997, SFAS No. 131, DISCLOSURES ABOUT SEGMENTS OF AN
ENTERPRISE AND RELATED INFORMATION, was issued. This Statement
requires that a public business enterprise report financial and
descriptive information about its reportable operating segments.
Financial information should include a measure of segment profit or
loss, certain specific revenue and expense items, and segment
assets. Descriptive information should include detail on how
segments were determined, products and services provided by each,
and any differences in the measurements used in reporting segment
information vs. those used in the general-purpose financial
statements. This statement is effective for financial statements
for periods beginning after December 15, 1997. The Company adopted
SFAS 131 on January 1, 1998. The implementation of this standard
did not have any impact on the financial position or disclosures of
the Company or results of its operations.
In June 1998, SFAS No. 133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS
AND HEDGING ACTIVITIES was issued. Required adoption of the
statement was subsequently deferred by SFAS No. 137 until July 1,
2000. SFAS 133 establishes accounting and reporting standards for
derivative instruments embedded in other contracts and for hedging
activities. The Company expects to adopt the standard on July 1,
2000. The adoption of the statement is not expected to have a
significant impact on the financial statements.
-9-
<PAGE>
COLUMBIA CAPITAL CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
RECENT ACCOUNTING STANDARDS - CONTINUED
The American Institute of Certified Public Accountants (AICPA)
recently issued Statement of Position (SOP) No. 98-1, ACCOUNTING
FOR THE COST OF COMPUTER SOFTWARE DEVELOPED OR OBTAINED FOR
INTERNAL USE, which provides guidance concerning recognition and
measurement of costs associated with developing or acquiring
software for internal use. In 1998, the AICPA also issued SOP No.
98-5 REPORTING ON COSTS OF START-UP ACTIVITIES, which provides
guidance concerning start-up activities and organization costs.
Both pronouncements are effective for fiscal years beginning after
December 15, 1998. The adoption of the statement did not 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.
In September and October, 1999, pursuant to the terms of the
CLCK/CNG Stock Purchase Agreement, CNG purchased 24,000,000 shares
of common stock of the Company for a purchase price of $3,000,000.
Pursuant to the CLCK/CNG Stock Purchase Agreement CNG was granted a
stock option to purchase an additional 10,000,000 shares of common
stock for the purchase price of $2,000,000, which stock option must
be exercised by CNG on or before September 16, 2000. All such
options are vested. The stock option is exercisable in whole, and
not in part. To date, CNG has purchased a total 24,000,000 shares
or 62.3% of the 38,511,512 shares currently issued and outstanding.
CNG is currently the Company's principal shareholder and has, as of
the date of this report, designated four members to the Board of
Directors of the Company.
In connection CNG transaction the Company issued to Century, an
affiliate of Messrs. Gallant and Baetz, 1,736,512 shares of common
stock in consideration of the cancellation of the obligation of
$434,128 due and payable by the Company to Century.
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 at that date, Mr. Lynn Dixon, at
their book value of $1,361. As a result of this sale the Company
recognized no gain or loss.
-10-
<PAGE>
COLUMBIA CAPITAL CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3: DISPOSITION OF FORMER SUBSIDIARIES - CONTINUED
Details of the net assets and operations for the subsidiaries are
presented below.
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
============
For the two
months ended
February 28,
1997
------------
Legal and professional expense $ 1,400
Amortization expense 32
------------
Net loss $ (1,432)
============
NOTE 4: 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 which was amortized over an estimated benefit
period of twenty years.
Goodwill amortization expense amounted to $4,058 monthly, with
$48,696 of amortization expense included in the years ended
December 31, 1999 and 1998, and $32,466 (from May 1, 1997 to
December 31, 1997) included in the year ended December 31, 1997
results of operation. See Note 20 for additional information on the
recorded goodwill.
-11-
<PAGE>
COLUMBIA CAPITAL CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4: ACQUISITION OF FIRST INDEPENDENT COMPUTERS, INC. - CONTINUED
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 was not affiliated with
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 1997 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.
NOTE 5: ACQUISITION OF FI-SCRIP
As of January 1, 1999, the former primary shareholders of the
Company contributed all of the common stock of Fi-Scrip to the
Company for no consideration. The contribution of capital was not
significant to the financial position of the Company. Fi-Scrip
became a wholly-owned subsidiary of the Company effective January
1, 1999. FICI provides various services to Fi-Scrip in the
performance of its merchant card processing.
NOTE 6: CANCELLATION OF CONTRACT AND MANAGEMENT'S PLANS
On March 4, 1999, the Company received notice that the BestBank
credit card portfolio held by the FDIC, in which the Company
derived approximately 84% of its total operating revenue from
processing, as measured in 1998, was being terminated and the
Company's processing services on the portfolio were also being
terminated. The loss of this customer has had a material adverse
effect on the Company's operations in 1999 and is likely to
continue to affect the Company's operations in 2000, should
managements expectations on securing replacement processing
contracts fail.
-12-
<PAGE>
COLUMBIA CAPITAL CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6: CANCELLATION OF CONTRACT AND MANAGEMENT'S PLANS - CONTINUED
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 has developed
several budget scenarios which will aid management in implementing
possible expense reduction techniques aimed at alining expenses
with various revenue projections. Management of the Company is
working on several fronts to develop and secure replacement
processing contracts, as follows:
o The Company has implemented a plan for the reduction of fixed
operating costs, including restructuring and/or renegotiating
certain operating lease agreements. This reduction in fixed
operating costs will be implemented in phases as dictated by
the economics of the Company's future operations.
o The Company is currently working with approximately 12
different entities, including CNG- the Company's primary
shareholders, to secure processing contracts each
representing from $30,000 to $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, 2000. Additionally, revenue from
processing of the Best Bank portfolio managed by the FDIC,
although terminated by the FDIC effective May 17, 1999,
amounted to $3,064,150 or 60% of the Company's total revenue
for the year ended December 31, 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, in November 1999, the Company
appointed an individual to the position of Vice President of
Marketing.
NOTE 7: FINANCIAL INSTRUMENTS
The estimated fair values of the Company's financial instruments at
December 31, 1999 were as follows:
<TABLE>
<CAPTION>
Carrying Fair
Amount Value
------------ ------------
<S> <C> <C>
Financial assets:
Cash and interest bearing deposits with banks $ 2,634,740 $ 2,634,740
Accounts receivable 319,079 319,079
Federal income tax receivable 556,774 556,774
Financial liabilities:
Notes payable $ 137,288 $ 137,288
</TABLE>
-13-
<PAGE>
COLUMBIA CAPITAL CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 7: FINANCIAL INSTRUMENTS - CONTINUED
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
Federal income tax receivable 81,602 81,602
Financial liabilities:
Notes payable $ 854,577 $ 854,577
Accrued interest payable 5,945 5,945
The estimated fair values of the Company's financial instruments at
December 31, 1997 were as follows:
Carrying Fair
Amount Value
------------ ------------
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 8: EXTRAORDINARY ITEM
The Company derived a substantial portion of its revenue by
processing certain credit card accounts for the 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 charged off the $1,000,000
loan to RRICC at December 31, 1998.
-14-
<PAGE>
COLUMBIA CAPITAL CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 9: INCOME TAXES
The Company files a consolidated federal income tax return;
however, federal income taxes are allocated between the Company and
its subsidiaries based on statutory rates. The consolidated income
tax expense, as a percentage of pretax earnings, differs from the
statutory federal income tax rate in the years ended December 31,
1999, 1998 and 1997, as follows:
<TABLE>
<CAPTION>
1999 1998 1997
------------ ------------ ------------
<S> <C> <C> <C>
Statutory federal income tax rate (34.00)% 34.00% (34.00)%
Nondeductible expenses 1.67 2.28 6.10
Valuation allowance on net operating loss carryforwards 8.79 - -
Other (.09) (.13) 7.21
------------ ------------ ------------
Effective income tax rate (23.63)% 36.15% (20.69)%
============ ============ ============
</TABLE>
Income tax (benefit) expense in the years ended December 31, 1999,
1998 and 1997, is comprised of the following:
<TABLE>
<CAPTION>
1999 1998 1997
------------ ------------ ------------
<S> <C> <C> <C>
Current income tax (benefit) expense $ (576,373) $ 632,499 $ (110,723)
Deferred income tax (benefit) expense (423,565) 140,129 -
------------ ------------ ------------
$ (999,938) $ 772,628 $ (110,723)
============ ============ ============
</TABLE>
As of December 31, 1999, the Company filed for refunds for federal
income taxes amounting to $556,774, representing amounts paid in
previous periods. The receivable for these claims is recorded as a
component of current assets.
Income tax expense (benefit) is allocated between operations and
the extraordinary item for the year ended December 31, 1998, as
follows:
Income tax expense:
Continuing operations $ 1,112,628
Extraordinary item (340,000)
------------
Total $ 772,628
============
The tax effects of temporary differences that gave rise to deferred
tax assets (liabilities) as of December 31, 1999, 1998 and 1997,
respectively:
<TABLE>
<CAPTION>
1999 1998 1997
------------ ------------ ------------
Deferred tax assets
-------------------
<S> <C> <C> <C>
Net operating loss carryforwards $ 863,337 $ - $ 122,209
Other 7,514 75,332 52,033
------------ ------------ ------------
Total deferred tax assets 870,851 75,332 174,242
</TABLE>
-15-
<PAGE>
COLUMBIA CAPITAL CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 9: INCOME TAXES - CONTINUED
<TABLE>
<CAPTION>
1999 1998 1997
------------ ------------ ------------
Deferred tax liabilities
------------------------
<S> <C> <C> <C>
Depreciation and amortization (97,930) (41,219) -
------------ ------------ ------------
Total deferred tax liabilities (97,930) (41,219) -
Valuation allowance (371,954) - -
------------ ------------ ------------
Net deferred tax asset $ 400,967 $ 34,113 $ 174,242
============ ============ ============
</TABLE>
At December 31, 1997, the Company had net operating loss
carryforwards available for federal income tax purposes which was
fully utilized in the year ended December 31, 1998. At December 31,
1999, the Company had net operating loss carryforwards available
for federal tax income tax purposes amounting to $2,698,524, which
expire in the year 2014. Of this amount, management has determined
that approximately $1,090,000 may not be utilized in future
periods, primarily due to separate company limitations that may
restrict the utilization of the net operating loss carryforwards.
Accordingly, the Company has recorded a valuation allowance related
to these possible limitations and the uncertainty of utilization of
the net operating loss carryforwards. The following summarizes the
changes in the valuation allowance in the year ended December 31,
1999:
Valuation allowance at beginning of period $ -
Valuation allowance established during the period 371,954
-----------
Valuation allowance at end of period $ 371,954
===========
NOTE 10: NOTES PAYABLE
FICI, on September 16, 1999 effectively terminated an $800,000
unsecured operating line of credit through Century Financial
Group, Inc., a company owned by the Company's then primary
shareholders. FICI through negotiations with Century Financial
Group, Inc., was able to offset $576,352 in accounts receivable
from Century to FICI against the $827,921 balance of the line of
credit, which included $27,921 in accrued interest payable, and
through its parent company the Company issued 1,006,276 shares of
common stock in consideration of the remaining $251,569 balance of
the line of credit. The line of credit carried an annual
percentage rate of 10%. Under the terms of the line of credit,
FICI paid interest on a monthly basis with the unpaid principal
due at maturity, September 15, 1999. The outstanding balance on
the line of credit as of December 31, 1998 and 1997 was $700,000
and $1,300,000, respectively.
Fi-Scrip, on September 16, 1999, effectively terminated an
operating line of credit through Century Financial Group, Inc., a
company owned by the Company's former primary shareholders. The
Company issued 730,236 shares of the Company's common stock in
consideration of the $182,559 balance of the line of credit,
including $6,604 in accrued interest payable. The line of credit,
dated May 1, 1998, with the same Century Financial Group, Inc.
provided Fi-Scrip with a maximum operating line of credit of
$250,000. The note carried an annual percentage rate of 10%. Under
the terms of the note, Fi-Scrip paid interest on a monthly basis
with the unpaid principal due on demand.
-16-
<PAGE>
COLUMBIA CAPITAL CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 10: NOTES PAYABLE - CONTINUED
FICI has a real estate lien note through American State Bank
formerly Security State Bank. The real estate note, dated August
1, 1998, in the amount of $160,000 carries an annual interest rate
of Wall Street prime plus 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, 1999 and
December 31, 1998 was $137,288 and $154,577, respectively.
NOTE 11: LEASE OBLIGATIONS
The Company has entered into various operating lease agreements.
Under terms of an operating lease with IBM Corporation,
certificates of deposit with a carrying value of $401,000 at
December 31, 1999 were pledged as collateral against Bank One
letters of credit in favor of IBM. Under terms of an operating
lease with Timmermen Leasing, a certificate of deposit with a
carrying value of $100,000 at December 31, 1999, was pledged as
collateral. The future minimum payments for leased property under
these noncancellable lease agreements for each of the next five
years (no commitments for leased property extend more than five
years) ending December 31, 2004 are as follows:
2000 $ 1,229,817
2001 862,878
2002 306,805
2003 102,523
2004 90,330
---------------
Lease obligations $ 2,592,353
===============
On August 24, 1999 the Company entered into a new lease for its
office space, 36,182 square feet, from American State Bank at an
annual cost of approximately $282,168. The former lease made on
August 1, 1997, which included 52,248 square foot at a rate of
$400,000 per year, was for a term of two years expiring July 31,
1999 with a 180 day termination clause.
NOTE 12: MARKET RISK AND CONCENTRATIONS
For the year ended December 31, 1999, revenue from the Best Bank
portfolio accounted for approximately $3,064,150 or 60% of the
Company's total revenues and revenue from Fi-Scrip accounted for
approximately $645,623 or 13% of the Company's total revenues. No
other customers accounted for 10% or more of the Company's total
revenues. Since the Best Bank failure in July 1998 the Company
continued its role as processor for the portfolio accounts through
May 17, 1999, in which it was receiving payment from the FDIC for
its processing costs.
For the year ending December 31, 1998, revenue from the BestBank
portfolio accounted for approximately 83% of the Company's total
revenues. No other customers accounted for 10% or more of the
Company's total revenues.
For the 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.
-17-
<PAGE>
COLUMBIA CAPITAL CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 13: RELATED PARTY TRANSACTIONS
FICI's former financing source, Century Financial Group, Inc.
(CFG), is owned by the Company's former primary shareholders,
Glenn Gallant and Douglas Baetz. Note payable balances to CFG as
of the years ended December 31, 1999, 1998 and 1997 were $0,
$700,000, and $1,300,000. Interest expense to CFG amounted to
$57,671, $96,657 and $0 for the years ended December 31, 1999,
1998 and 1997, respectively. Accrued interest payable for the
years ended December 31, 1999, 1998 and 1997 was $0, $5,945 and
$0.
On December 1, 1997, FICI entered into a lease agreement with The
Century Group, Inc., (the Landlord), owned by the Company's former
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 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.
NOTE 14: STOCK OPTION PLAN
The Company adopted a stock plan to provide for the granting of
options to senior management of the Company. As of December 31,
1999, the Company has allocated 1,250,000 shares of stock for
issuance under the plan. On July 1, 1998 and August 6, 1999 the
Company granted 316,666 and 550,000 options, respectively. The
options expire five years from the date of issuance. On December
24, 1998, the Company amended the exercise price of the options
previously granted on July 1, 1998.
The following table shows the vesting schedule and the exercise
price, as amended, for each of the five current and two former
directors awarded options on July 1, 1998.
<TABLE>
<CAPTION>
Options vested
-------------------------------------- Total Options
Exercise July 1, October 1, January 1, Vested and
Director Price 1998 1998 1999 Outstanding
----------------------- ---------- ------------ ------------ ------------ --------------
<S> <C> <C> <C> <C> <C>
Glenn M. Gallant $ .62 16,666 16,667 - 33,333
Douglas R. Baetz $ .62 16,666 16,667 - 33,333
Kenneth A. Klotz $ .48 16,666 16,667 16,667 50,000
Charles LaMontagne $ .48 16,666 16,667 16,667 50,000
Olan Beard $ .48 16,666 16,667 16,667 50,000
Donald Thone $ .48 16,666 16,667 16,667 50,000
Robert Feldman $ .48 16,666 16,667 16,667 50,000
--------------
316,666
==============
</TABLE>
-18-
<PAGE>
COLUMBIA CAPITAL CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 14: STOCK OPTION PLAN - CONTINUED
The following table shows the vesting schedule and the exercise
price for each of the five directors awarded options on August 6,
1999.
<TABLE>
<CAPTION>
Options vested
-------------------------- Total Options
Exercise August 6, October 22, Vested and
Director Price 1998 1998 Outstanding
----------------------- ---------- ------------ ------------ --------------
<S> <C> <C> <C> <C>
Kenneth A. Klotz $ .23 50,000 100,000 150,000
Charles LaMontagne $ .23 50,000 100,000 150,000
Olan Beard $ .23 50,000 100,000 150,000
Donald Thone $ .23 50,000 - 50,000
Robert Feldman $ .23 50,000 - 50,000
--------------
550,000
==============
</TABLE>
Messrs. Baetz and Gallant, having greater than 10% of the
outstanding shares of the Company at July 1, 1998, were granted
options with an exercise price set at 110% of the fair market
value of the Company's common stock at the date of the grant. The
remaining five directors were granted options with an exercise
price set at 85% of the fair market value of the Company's common
stock at the date of the grant. As of December 31, 1999 no options
under the plan had been exercised
The 100,000 options granted to each of Messrs. Klotz, LaMontagne
and Beard on August 6, 1999 and vesting on November 16, 1999,
originally were to vest over a two year period, beginning with
50,000 vesting on August 6, 2000 and 50,000 vesting on August 6,
2001, but were accelerated by the change in control of the
Company's shareholders on October 22, 1999.
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.
-19-
<PAGE>
COLUMBIA CAPITAL CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 15: CONDENSED FINANCIAL INFORMATION - PARENT COMPANY
The following represents consolidated financial information of the
parent company as of and for the years ended December 31, 1999 and
1998 utilizing the equity method of accounting.
<TABLE>
<CAPTION>
CONDENSED BALANCE SHEET:
ASSETS December 31, December 31,
1999 1998
--------------- --------------
<S> <C> <C>
Current assets
Cash and cash equivalents $ - $ 1,061
Prepaid expenses and other assets 36,820 106,000
Federal income tax receivable - 582,609
Due from subsidiaries 1,920,928 -
--------------- --------------
Total current assets 1,957,748 689,670
Other assets
Deferred tax asset 17,637 -
Other investments 90,000 -
Investment in subsidiaries 792,635 3,853,166
--------------- --------------
Total other assets 900,272 3,853,166
--------------- --------------
TOTAL ASSETS $ 2,858,020 $ 4,542,836
=============== ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Accrued expenses and other liabilities $ 90,562 69,445
Due to subsidiaries - 1,586,975
--------------- --------------
Total current liabilities 90,562 1,656,420
SHAREHOLDERS' EQUITY
Common stock 38,512 12,765
Capital surplus 5,891,096 1,990,715
Retained (deficit) earnings (3,162,150) 882,936
--------------- --------------
Total shareholders' equity 2,767,458 2,886,416
--------------- --------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 2,858,020 $ 4,542,836
=============== ==============
</TABLE>
-20-
<PAGE>
COLUMBIA CAPITAL CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 15: CONDENSED FINANCIAL INFORMATION - PARENT COMPANY - CONTINUED
<TABLE>
<CAPTION>
Years ended
---------------------------------
December 31, December 31,
1999 1998
--------------- --------------
CONDENSED STATEMENT OF OPERATIONS:
<S> <C> <C>
REVENUES
Undistributed (loss) earnings of subsidiaries $ (2,722,064) $ 2,473,197
EXPENSES
Stockholder costs and fees 5,115 8,830
Professional and outside services 405,584 485,615
Marketing 106,987 171,833
Other operating 2,503 1,569
--------------- --------------
Total operating expenses 520,189 667,347
Compensation to directors 10,000 10,000
--------------- --------------
Total other expense 10,000 10,000
--------------- --------------
(LOSS) INCOME BEFORE FEDERAL INCOME TAX (3,252,253) 1,795,350
Income tax benefit (20,636) (229,325)
--------------- --------------
(LOSS) INCOME BEFORE EXTRAORDINARY LOSS (3,231,617) 2,024,675
Extraordinary loss - 660,000
--------------- --------------
Net (loss) income $ (3,231,617) $ 1,364,675
=============== ==============
CONDENSED STATEMENT OF CASH FLOWS:
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income $ (3,231,617) $ 1,364,675
Adjustments to reconcile net (loss) income
to net cash provided by operations
Undistributed loss (earnings) in subsidiaries 2,722,063 (2,473,197)
Increase in receivables (1,338,319) (582,609)
Decrease (increase) in prepaid
expenses and other assets 51,543 (90,976)
(Decrease) increase in accruals
and accounts payable (1,565,859) 1,471,729
--------------- --------------
Net cash used by operating activities (3,362,189) (310,378)
CASH FLOWS FROM INVESTING ACTIVITIES
Other investments (90,000) -
--------------- --------------
Net cash used by investing activities (90,000) -
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from line of credit, net of payments 451,128
Issuance of common stock 3,000,000 309,750
--------------- --------------
Net cash provided by financing activities 3,451,128 309,750
NET DECREASE IN CASH AND CASH EQUIVALENTS (1,061) (628)
Cash and cash equivalents at beginning of year 1,061 1,689
--------------- --------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ - $ 1,061
=============== ==============
</TABLE>
-21-
<PAGE>
COLUMBIA CAPITAL CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 15: CONDENSED FINANCIAL INFORMATION - PARENT COMPANY - CONTINUED
The following represents financial information of the parent
company as of and for the year ended December 31, 1997, utilizing
the equity method of accounting:
<TABLE>
<CAPTION>
CONDENSED BALANCE SHEET:
ASSETS
<S> <C>
Current assets
Cash and cash equivalents $ 1,689
Prepaid expenses and other assets 15,024
Deferred tax asset 13,284
---------------
Total current assets 29,997
Investment in subsidiary 1,379,969
---------------
TOTAL ASSETS $ 1,409,966
===============
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Accrued expenses and other liabilities $ 5,000
Due to subsidiary 192,975
---------------
Total current liabilities 197,975
SHAREHOLDERS' EQUITY
Common stock 12,500
Capital surplus 1,681,230
Retained deficit (481,739)
---------------
Total shareholders' equity 1,211,991
---------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 1,409,966
===============
CONDENSED STATEMENT OF OPERATIONS:
REVENUES
Undistributed loss of subsidiary $ (220,031)
EXPENSES
Stockholder costs and fees 581
Professional and outside services 27,851
Amortization expense 189
Costs related to acquisition 186,921
Other operating 647
---------------
Total operating expenses 216,189
Loss related to discontinued operations (1,432)
---------------
LOSS BEFORE FEDERAL INCOME TAX (437,652)
Income tax benefit (13,284)
---------------
NET LOSS $ (424,368)
===============
</TABLE>
-22-
<PAGE>
COLUMBIA CAPITAL CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 15: CONDENSED FINANCIAL INFORMATION - PARENT COMPANY - CONTINUED
CONDENSED STATEMENT OF CASH FLOWS:
<TABLE>
<CAPTION>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (424,368)
Adjustments to reconcile net loss to
net cash provided by operations
Undistributed loss of subsidiary 220,031
Depreciation and amortization 189
Increase in prepaid expenses and other assets (13,436)
Increase in accruals and accounts payable 209,515
---------------
Net cash used by operating activities (8,069)
---------------
NET DECREASE IN CASH AND CASH EQUIVALENTS (8,069)
Cash and cash equivalents at beginning of year 9,758
---------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,689
===============
</TABLE>
NOTE 16: CONSULTING AGREEMENTS
On March 20, 1998, the Company entered into a consulting agreement
with Worldwide Corporate Finance (Worldwide). Worldwide, through
its individual affiliate, Michael Markow, provided the Company
with consulting services, including long-term business, managerial
and financial planning; investigating and analysis in corporate
reorganizations and expansion in merger and acquisition
opportunities; and the introduction of business opportunities for
credit card processing services. As compensation for services, the
Company granted to Mr. Markow options to purchase up to 700,000
shares of common stock, at varying prices between $0.95 and $1.70,
which are the subject of a currently effective registration
statement. The fair value of the options granted approximated the
value of the services provided by Mr. Markow and has been
recognized as a component of consulting fees in the consolidated
income statement.
In February 1999, the Company's management and Mr. Markow reached
an agreement to terminate the existing consulting agreement
between the Company and Worldwide. In settlement the Company
agreed to allow Mr. Markow to exercise 10,000 additional options
to purchase an equal number of shares of the Company's common
stock at $1.70 per share resulting in a transaction valued at
$17,000. Additionally the Company agreed to pay Mr. Markow $15,000
in cash and terminate the remaining unexercised balance of options
initially granted to Mr. Markow and Worldwide under the consulting
agreement. The Company does not expect to enter into any
additional consulting agreements with Mr. Markow or Worldwide in
the future. Mr. Markow and Worldwide had exercised a total of
275,000 options valued at $298,750 under the former consulting
agreement. There are no remaining options outstanding related to
the former consulting agreement with Mr. Markow and Worldwide.
The fair value of the options granted approximate the value of the
services provided by Mr. Markow and has been recognized as a
component of consulting fees in the statements of operations over
the term of the agreement.
-23-
<PAGE>
COLUMBIA CAPITAL CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 16: CONSULTING AGREEMENTS - CONTINUED
On July 1, 1998, the Company 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 the Firm options to purchase up to 100,000 shares
of common stock, which are the subject of a currently effective
registration statement, on the following terms and conditions: (i)
options to purchase up to 100,000 shares of common stock at an
exercise price of $0.48 per share, exercisable from July 1, 1998.
The fair value of consulting and litigation services provided by
the Firm is being recognized as the services are provided. As of
December 31, 1999 no options have been exercised under the
agreement.
NOTE 18: STOCK PURCHASE AGREEMENT
On September 16, 1999, pursuant to the terms of an Agreement for
Purchase of Stock, dated as of September 16, 1999, and as amended
as of December 31, 1999 (the CLCK/CNG Stock Purchase Agreement),
by and between the Company and CNG Financial Corporation, an Ohio
corporation (CNG), CNG purchased 4,000,000 shares of common stock
of the Company for a purchase price of $500,000. CNG is a holding
company of subsidiaries which provide consumer financial services.
CNG is based in Mason, Ohio.
On October 22, 1999, CNG obtained a controlling interest in the
Company, when pursuant to the terms of the CLCK/CNG Stock Purchase
Agreement, CNG acquired an additional 20,000,000 shares of common
stock (the Second Installment) for a purchase price of $2,500,000
(the Second Installment Payment). As of the date of this report
CNG effectively holds 24,000,000 or 62.3% of the 38,511,512 common
shares outstanding. CNG controls in excess of a majority of the
issued and outstanding voting securities of the Company, able to
elect all of the directors of the Company and effectively control
the Company's affairs. The Company has been advised by CNG that
the source of payment for the purchase of the 24,000,000 shares
was from the working capital line of credit provided by CNG's
credit facility lenders.
The CLCK/CNG Stock Purchase Agreement also provides that CNG shall
be granted a Non- Qualified Stock Option (Stock Option) to
purchase an additional 10,000,000 shares of common stock for the
purchase price of $2,000,000 (the Third Installment Payment),
which Stock Option must be exercised by CNG on or before September
16, 2000. The Stock Option is exercisable in whole, and not in
part.
In connection with the CLCK/CNG Stock Purchase Agreement, the
Company entered into a stock purchase agreement (the CLCK/Century
Stock Purchase Agreement), dated as of September 16, 1999, with
Century Financial Group, Inc., a Florida corporation (Century).
Century is an affiliate of two of the Company's principal
stockholders, Douglas R. Baetz and Glenn M. Gallant. Century and
Messrs. Baetz and Gallant are not affiliated with CNG. Under the
terms and conditions of the CLCK/Century Stock Purchase Agreement,
Century purchased 1,736,512 shares of common stock of the Company
in consideration of the cancellation of the obligation of $434,128
due and payable by the Company to Century.
-24-
<PAGE>
COLUMBIA CAPITAL CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 18: STOCK PURCHASE AGREEMENT -CONTINUED
Further, the Company has agreed to issue to Century an additional
1,736,512 shares of Common Stock for no further consideration, in
the event that the following contingencies (collectively, the
Century Contingencies) are satisfied: (i) that Century shall
procure or broker, without compensation, executed processing
contracts (the Processing Contracts) between the Company and one
or more customers; (ii) that each of the Processing Contracts
shall have a term length of not less than five (5) years; (iii)
that the Processing Contracts shall collectively generate not less
than $150,000 of processing revenues for the Company during the
month of March, 2000; and (iv) that CNG shall pay the Second
Installment Payment to the Company in accordance with the terms
and conditions of the CLCK/CNG Stock Purchase Agreement.
Further, in connection with the CLCK/CNG Stock Purchase Agreement,
CNG has agreed to sell an additional 1,000,000 shares of common
stock to Century for the purchase price of $10; provided, however,
that the Century Agreement shall be null and void, and CNG shall
have no obligation whatsoever to sell any shares of common stock
to Century, in the event that the Century Contingencies are not
satisfied. For purposes of calculating the percentage of
beneficial ownership of a stockholder in the following paragraphs,
pursuant to the rules of the Securities and Exchange Commission,
shares of common stock which an individual or group has a right to
acquire within 60 days pursuant to the exercise of options or
warrants are deemed to be outstanding for the purpose of computing
the percentage ownership of such individual or group, but are not
deemed to be outstanding for the purpose of computing the
percentage ownership of any other person.
Immediately prior the closing of the transactions contemplated by
the CLCK/CNG Stock Purchase Agreement, Messrs. Baetz and Gallant
beneficially owned, in the aggregate, 10,697,916 shares of common
stock (including options to purchase 66,666 shares), or
approximately 83.3% of the issued and outstanding shares of common
stock (12,841,666 shares issued and outstanding for purposes of
calculating the percentage of beneficial ownership). Immediately
following the issuance of the 4,000,000 shares to CNG and the
1,736,512 shares to Century, Messrs. Baetz and Gallant
collectively beneficially owned 12,434,428 shares of common stock,
or approximately 66.9% of the issued and outstanding shares of
common stock (18,578,178 shares issued and outstanding for
purposes of calculating the percentage of beneficial ownership)
and CNG beneficially owned 4,000,000 shares of common stock, or
approximately 21.6% of the 18,511,512 issued and outstanding
shares of common stock (excluding the 20,000,000 shares relating
to the Second Installment and the 10,000,000 shares relating to
the Stock Option).
Immediately following the issuance of the 20,000,000 shares and
now being entitled to exercise the Stock Option with respect to
the additional 10,000,000 shares, CNG will beneficially own
34,000,000 shares of common stock, or 70.01% of the assumed issued
and outstanding common stock (48,511,512 shares issued and
outstanding for purposes of calculating the percentage of
beneficial ownership).
In the further event that the Century Contingencies are satisfied,
and the Company will issue an additional 1,736,512 shares of
common stock to Century and Century purchases the 1,000,000 shares
of common stock from CNG, CNG will beneficially own 33,000,000
shares of common stock (including options to purchase 10,000,000
shares), or approximately 65.7% of the then issued and outstanding
common stock (50,248,024 shares issued and outstanding for
purposes of calculating the percentage of beneficial ownership),
and Messrs. Baetz and Gallant will collectively beneficially own
15,170,940 shares (including options to purchase 66,666 shares),
or approximately 37.6% of the then issued and outstanding common
stock (40,314,690 shares issued and outstanding for purposes of
calculating the percentage of beneficial ownership).
-25-
<PAGE>
COLUMBIA CAPITAL CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 19: BAYTREE SETTLEMENT
On June 30, 1998, the Company, FICI, Douglas R. Baetz and Glenn M.
Gallant filed a complaint (the Complaint) in the United States
District Court for the Southern District of Florida (Case No.
98-6701) against Baytree., Michael Gardner (Gardner), certain
former officers and directors of the Company, and certain other
parties. The complaint alleges claims against the named
defendants, including fraud, securities fraud and breach of
fiduciary duty, in connection with the transactions related to the
Stock Purchase Agreement, entered into as of September 23, 1997,
among the Company, FICI, and Messrs. Gallant and Baetz. The
complaint seeks relief against the named defendants, including
monetary damages relating to improper sales of shares of common
stock into the public market by the named defendants and the
cancellation of the shares of common stock issued by the Company
to Baytree for services rendered for arranging the transactions
which are the subject of the Stock Purchase Agreement.
On September 16, 1999, Baytree and Gardner filed an answer to the
Complaint, denying the claims and asserting counterclaims against
the Company and affiliates.
On September 29, 1999, the Company, FICI, Douglas R. Baetz, Glenn
M. Gallant, Baytree and Gardner entered into a settlement
agreement. Under the terms of the settlement agreement each party
has agreed to drop the complaints against each of the other
parties. Additionally, under terms of the settlement agreement
Baytree/Gardner agreed to sell their holdings of 400,000
restricted shares of the Company's common stock to an unaffiliated
third party. The Company views the settlement as favorable to the
interests of the Company and other shareholders.
NOTE 20: IMPAIRMENT OF GOODWILL
Based on circumstances and events which occurred during the year
ended December 31, 1999, which includes the termination of the
Master Agreement related to the BestBank portfolio (Note 6) and a
change in control of the Company's principal shareholders (Note
18), management of the Company has determined that the significant
tangible and intangible assets acquired in the purchase of FICI in
1997, no longer exist or have been fully depreciated and that the
related goodwill is fully impaired. Accordingly, the balance of
goodwill was written off at December 31, 1999, resulting in a
non-recurring charge of $844,066 reflected in the Statement of
Operations under the caption other expense.
NOTE 21: SUBSEQUENT EVENTS
On February 16, 2000, the Company issued an unsecured promissory
note (the Promissory Note) to CNG Financial Corporation, an
affiliate of the Company. The Promissory Note, in the principal
sum of $500,000, carries an interest rate of 11.75% and is due and
payable in one installment, together with all accrued and unpaid
interest thereon, on demand; provided, however, that accrued
interest shall be payable on March 1, 2000 and on the first day of
each month thereafter until the debt is paid in full.
Effective March 1, 2000, FICI amended its certificate of
incorporation effectively changing its name to Finity Corporation.
This amendment will not affect current operations of the Company.
-26-
<PAGE>
COLUMBIA CAPITAL CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 22: EMPLOYEE BENEFIT PLAN
The Company and its subsidiaries have an employee benefit plan
covering substantially all employees. The plan is a qualified
salary reduction plan under Section 401(k) of the Internal Revenue
Code, which allows deferral of compensation, effective January 1,
1998. Under this plan, the Company's annual contribution is at the
discretion of the Company's Board of Directors and cannot exceed
fifteen (15%) of eligible compensation. The Company contributed
$74,739, and $54,194 to the plan in 1999 and 1998, respectively.
-27-
<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.
By:/s/Kenneth A. Klotz
----------------------------
Kenneth A. Klotz
Principal Executive 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.
NAME TITLE DATE
---- ----- ----
Executive Vice President, March __, 2000
- ---------------------- Chief Operating Officer and
Olan Beard Director
President, Chairman of the March __, 2000
- ---------------------- Board of Directors and Director
Kenneth A. Klotz
Chief Financial Officer, March __, 2000
- ---------------------- Executive Vice President
Charles La Montagne and Principal Accounting Officer
Director March __, 2000
- ----------------------
Robert M. Feldman
Director March __, 2000
- ----------------------
Donald L. Thone
Director March __, 2000
- ----------------------
Jared Davis
Director March __, 2000
- -----------------------
A. David Davis
Director March __, 2000
- ----------------------
Allen Davis
Director March __, 2000
- ----------------------
Roland Koch
Director March __, 2000
- ----------------------
Harvey A. Wagner
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 2,133,740
<SECURITIES> 0
<RECEIVABLES> 319,079
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,848,061
<PP&E> 1,812,720
<DEPRECIATION> 607,163
<TOTAL-ASSETS> 5,544,585
<CURRENT-LIABILITIES> 2,652,280
<BONDS> 0
0
0
<COMMON> 38,512
<OTHER-SE> 2,728,946
<TOTAL-LIABILITY-AND-EQUITY> 5,544,585
<SALES> 5,122,434
<TOTAL-REVENUES> 5,122,434
<CGS> 0
<TOTAL-COSTS> 8,742,834
<OTHER-EXPENSES> 564,897
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 46,258
<INCOME-PRETAX> (4,231,555)
<INCOME-TAX> (999,938)
<INCOME-CONTINUING> (3,231,617)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,231,617)
<EPS-BASIC> (.18)
<EPS-DILUTED> (.15)
</TABLE>
