<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to _____________
Commission file number: 001-13749
FINITY HOLDINGS, INC
--------------------------------------------------------
(Name of small business issuer specified in its charter)
Delaware 11-3210792
--------------------------------- -------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1157 North 5th Street, Abilene, Texas 79601
-------------------------------------------
(Address of principal executive offices, including zip code)
915-674-3110
------------------------------------------------
(Issuer's telephone number, including area code)
Columbia Capital Corp.
----------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer: (i) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (ii) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]
The number of shares outstanding of the issuer's Common Stock as of September
30, 2000 was 50,511,512 shares.
Transactional Small Business Disclosure Format (Check one): Yes[ ] No [X]
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
<TABLE>
FINITY HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2000 (UNAUDITED) AND
DECEMBER 31, 1999 (AUDITED)
<CAPTION>
September 30, December 31,
ASSETS 2000 1999
(Unaudited) (Audited)
----------------- -----------------
<S> <C> <C>
Current assets
Cash and cash equivalents $ 2,425,313 $ 2,133,740
Interest bearing deposits with banks 501,000 501,000
Accounts receivable, net 2,073,890 319,079
Prepaid expenses and other assets 841,985 337,468
Federal income tax receivable - 556,774
----------------- -----------------
Total current assets 5,842,188 3,848,061
Property and equipment 1,820,244 1,812,720
Less accumulated depreciation 853,552 607,163
----------------- -----------------
Net property and equipment 966,692 1,205,557
Other assets
Deferred tax asset 400,967 400,967
Other assets 90,000 90,000
----------------- -----------------
Total other assets 490,967 490,967
----------------- -----------------
TOTAL ASSETS $ 7,299,847 $ 5,544,585
================= =================
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Accounts payable $ 4,039,823 $ 2,163,382
Accrued expenses and other liabilities 1,455,415 476,457
Note payable - American State Bank 131,480 12,441
Notes payable - related party 250,000 -
Accrued interest payable 2,360 -
----------------- -----------------
Total current liabilities 5,879,078 2,652,280
Long term portion of note payable - American State Bank - 124,847
----------------- -----------------
Total liabilities 5,879,078 2,777,127
SHAREHOLDER'S EQUITY
Common stock , $.001 par value; 100,000,000 shares authorized;
50,511,512 issued and outstanding September 30, 2000
38,511,512 issued and outstanding December 31, 1999 50,512 38,512
Additional paid-in capital 8,379,096 5,891,096
Accumulated deficit (7,008,839) (3,162,150)
----------------- -----------------
Total shareholders' equity 1,420,769 2,767,458
----------------- -----------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 7,299,847 $ 5,544,585
================= =================
</TABLE>
The accompanying notes are an integral
part of these consolidated financial statements
2
<PAGE>
<TABLE>
FINITY HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATION - UNAUDITED
<CAPTION>
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
---------------------------------- -----------------------------------
2000 1999 2000 1999
--------------- --------------- ---------------- ----------------
<S> <C> <C> <C> <C>
REVENUE
Credit card revenue $ 366,667 $ 281,142 $ 967,497 $ 3,797,474
Mail operations revenue 12,221 18,759 34,719 192,279
Merchant processing fees 214,902 154,288 725,594 510,979
Other 293 15,379 586 237,825
--------------- --------------- ---------------- ----------------
Total operating revenue 594,083 469,568 1,728,396 4,738,557
EXPENSES
Salaries and employee benefits 742,155 767,403 2,258,532 2,482,695
Equipment and software lease 435,422 540,356 1,299,646 2,016,083
Facilities rent 64,562 79,877 207,305 281,059
Repair and maintenance 70,151 111,261 246,303 365,100
Depreciation 82,165 92,973 246,389 282,255
Amortization of goodwill - 12,174 - 36,522
Computer and office supplies 20,474 27,694 80,773 192,416
Telephone 73,930 43,590 242,983 192,334
Professional and outside services 108,630 121,942 362,352 575,871
Travel and entertainment 63,672 25,368 163,027 66,930
Other operating 126,624 (258,036) 432,423 374,623
--------------- --------------- ---------------- ----------------
Total operating expenses 1,787,785 1,564,602 5,539,733 6,865,888
--------------- --------------- ---------------- ----------------
LOSS FROM OPERATIONS (1,193,702) (1,095,034) (3,811,337) (2,127,331)
Other income (expense)
Recovery of bad debt - 224,925 - 224,925
Interest income 10,241 39,287 30,377 63,347
Interest expense (12,161) (23,504) (65,729) (72,826)
--------------- --------------- ---------------- ----------------
Total other income (expense) (1,920) 240,708 (35,352) 215,446
--------------- --------------- ---------------- ----------------
LOSS BEFORE TAX (1,195,622) (854,326) (3,846,689) (1,911,885)
Income tax expense (benefit) - (290,413) - (647,932)
--------------- --------------- ---------------- ----------------
NET LOSS $ (1,195,622) $ (563,913) $ (3,846,689) $ (1,263,953)
=============== =============== ================ ================
Basic loss per share $ (0.02) $ (0.03) $ (0.09) $ (0.09)
=============== =============== ================ ================
Diluted loss per share $ (0.02) $ (0.03) $ (0.08) $ (0.09)
=============== =============== ================ ================
</TABLE>
The accompanying notes are an integral
part of these consolidated financial statements
3
<PAGE>
<TABLE>
FINITY HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
SEPTEMBER 30, 2000 (UNAUDITED) AND
DECEMBER 31, 1999 (AUDITED)
<CAPTION>
Common Stock
----------------------------------- Paid-In Accumulated
Shares Amount Capital (Deficit) Total
---------------- ---------------- ---------------- --------------- ----------------
<S> <C> <C> <C> <C> <C>
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
Issuance of common stock 12,000,000 12,000 2,488,000 2,500,000
Net loss - - - (3,846,689) (3,846,689)
---------------- ---------------- ---------------- --------------- ----------------
BALANCE - SEPTEMBER 30, 2000 50,511,512 $ 50,512 $ 8,379,096 $ (7,008,839) $ 1,420,769
================ ================ ================ =============== ================
</TABLE>
The accompanying notes are an integral
part of these consolidated financial statements
4
<PAGE>
<TABLE>
FINITY HOLDINGS, INC.
LIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
<CAPTION>
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
---------------------------------- ---------------------------------
2000 1999 2000 1999
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (1,195,622) $ (563,913) $ (3,846,689) $ (1,263,953)
Adjustments to reconcile net income to
net cash provided by operations
Depreciation and amortization 82,165 117,321 246,389 318,777
Deferred income taxes - (74,580) - (67,049)
(Increase) decrease in
Accounts receivable (1,013,722) (126,092) (1,198,037) (131,524)
Prepaid expenses and other assets (464,018) 24,063 (504,517) 33,210
Increase in accruals and accounts payable 3,191,419 502,293 2,857,759 1,275,111
--------------- --------------- --------------- ---------------
Net cash provided by
(used in) operating activities 600,222 (120,908) (2,445,095) 164,572
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of fixed assets - - - -
Purchase of fixed assets (2,557) (9,844) (7,524) (109,503)
--------------- --------------- --------------- ---------------
Net cash used in investing activities (2,557) (9,844) (7,524) (109,503)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from line of credit, net of payments 246,077 (1,121,524) 244,192 (712,790)
Issuance of common stock 500,000 914,128 2,500,000 951,128
Cash and cash equivalents received in
acquisition of Fi-Scrip - - - 413,759
--------------- --------------- --------------- ---------------
Net cash provided by
(used in) financing activities 746,077 (207,396) 2,744,192 652,097
--------------- --------------- --------------- ---------------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 1,343,742 (338,148) 291,573 707,166
Cash and cash equivalents
at beginning of period 1,081,571 1,313,714 2,133,740 268,400
--------------- --------------- --------------- ---------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 2,425,313 $ 975,566 $ 2,425,313 $ 975,566
=============== =============== =============== ===============
SUPPLEMENTAL DISCLOSURE
OF CASH FLOW INFORMATION:
Interest paid $ - $ 23,504 $ 24,293 $ 72,826
</TABLE>
The accompanying notes are an integral
part of these consolidated financial statements
5
<PAGE>
FINITY HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
The accompanying consolidated financial statements include the accounts
of Finity Holdings, Inc. (the Company) and its wholly-owned
subsidiaries, Finity Corporation ("Finity") 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).
Finity, formerly known as First Independent Computers, Inc. ("FICI"), a
Texas corporation, was incorporated on October 21, 1983, pursuant to
the provisions of the Texas Business Corporation Act. FICI changed its
name to Finity by amendment to its articles of incorporation effective
March 1, 2000. Finity'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
machine 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>
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 at September 30, 2000 and December
31, 1999.
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>
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 (loss) earnings per share of common stock is
based on the weighted average number of shares outstanding for the nine
months ended September 30, 2000 and 1999 of 42,343,629 and 12,775,000
respectively, adjusted retroactively to reflect the one for two reverse
split effective September 1, 1997. The computation of diluted (loss)
earnings per share of common stock is based on the weighted average
number of shares and equivalent shares outstanding for the nine months
ended September 30, 2000 and 1999 of 50,596,093, and 12,775,000
respectively. No potential common shares existed at September 30, 1999;
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 September 30, 2000, there
were no preferred shares issued or outstanding.
FAIR VALUES OF FINANCIAL INSTRUMENTS
The following methods and assumptions were used by the Company in
estimating fair values of financial instruments as disclosed herein:
CASH AND SHORT-TERM INSTRUMENTS. The carrying amounts of cash and
short-term instruments approximate their fair value.
INTEREST BEARING DEPOSITS WITH BANKS. The carrying amounts of interest
bearing deposits with banks approximate their fair value.
ACCOUNTS RECEIVABLE. For accounts which are not past due greater than
90 days and have no significant change in credit risk, fair values are
based on carrying values.
NOTES PAYABLE. The Company's notes payable 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.
8
<PAGE>
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
RECENT ACCOUNTING STANDARDS
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 adopted the standard on July 1, 2000. 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 Financial Corporation ("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 34,000,000 shares or
67.3% of the 50,511,512 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 with the 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.
On July 27, 2000 the Company issued to its principal software provider,
PaySys International ("PaySys"), two million (2,000,000) shares of the
Company's Common Stock in exchange for certain concessions made in the
software license agreement between the Company and PaySys, subsequent
lowering the Company's operating expenses associated with the use of
the VisionPLUS(R) software provided by PaySys. The Company booked
$500,000 in prepaid software lease expense based on fair market value
of the Company's Common Stock of $0.25 per share as it traded on the
open market on or about the date of issuance.
NOTE 3: 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. Fi-Scrip became a wholly-owned subsidiary of the Company
effective January 1, 1999.
9
<PAGE>
NOTE 4: CANCELLATION OF CONTRACT AND MANAGEMENT'S PLANS
On March 4, 1999, the Company received notice that the BestBank credit
card portfolio held by the FDIC, in which the Company derived
approximately 84% of its total operating revenue from processing, as
measured in 1998, was being terminated and the Company's processing
services on the portfolio were also being terminated.
The ability of the Company to continue as a going concern is dependent
on its ability to adjust its operations through the implementation of a
restructuring plan. The Company is currently developing a plan to
reduce expenses and secure replacement processing contracts, as
follows:
o The Company has implemented a plan for the reduction of fixed
operating costs, including restructuring and/or renegotiating
certain operating lease agreements. This reduction in fixed
operating costs will be implemented in phases as dictated by the
economics of the Company's future operations.
o The Company is currently working with approximately eight different
entities, all unaffiliated with the Company, to secure processing
contracts representing as little as $30,000 and as much as
$2,000,000 in additional processing revenue per year. Letters of
intent and contracts have been secured for replacement processing
with revenue estimated to be approximately $2,000,000 in the year
ended December 31, 2000.
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.
o At September 30, 2000, the Company had cash balances in excess of
$1,000,000.
NOTE 5: FINANCIAL INSTRUMENTS
The estimated fair values of the Company's financial instruments at
September 30, 2000 were as follows:
<TABLE>
<CAPTION>
Carrying Fair
Amount Value
------------ ------------
<S> <C> <C>
Financial assets:
Cash and interest bearing deposits with banks $ 2,926,313 $ 2,926,313
Accounts receivable 2,073,890 2,073,890
Financial liabilities:
Notes payable $ 131,480 $ 131,480
Accrued interest payable 2,360 2,360
</TABLE>
10
<PAGE>
NOTE 5: FINANCIAL INSTRUMENTS - CONTINUED
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
Financial liabilities:
Notes payable $ 137,288 $ 137,288
Accrued interest payable 0 0
</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 6: INCOME TAXES
The Company files a consolidated federal income tax return; however,
federal income taxes are allocated between the Company and its
subsidiaries based on statutory rates. The consolidated income tax
expense, as a percentage of pretax earnings, differs from the statutory
federal income tax rate as follows:
<TABLE>
<CAPTION>
Nine months ended
September 30,
-----------------------------
2000 1999
------------- -------------
<S> <C> <C>
Statutory federal income tax rate 34.00% 34.00%
Non-deductible expenses - 3.37
Valuation allowance on net operating loss carryforwards (34.00) -
Other - 1.44
------------- -------------
Effective income tax rate - % 38.81%
============= =============
Income tax expense is comprised of the following:
Current income tax expense $ - $ 60,034
Deferred income tax expense - 8,453
------------- -------------
$ - $ 68,487
============= =============
</TABLE>
The tax effects of temporary differences that gave rise to deferred tax
assets (liabilities) as of September 30, 2000 and December 31, 1999,
respectively:
11
<PAGE>
NOTE 6: INCOME TAXES - CONTINUED
<TABLE>
<CAPTION>
2000 1999
------------- -------------
<S> <C> <C>
Deferred tax assets
-------------------
Net operating loss carryforwards $ 2,171,211 $ 863,337
Other 10,001 7,514
------------- -------------
Total deferred tax assets 2,181,212 870,851
Deferred tax liabilities
------------------------
Depreciation and amortization (99,446) (97,930)
Valuation allowance (1,680,799) (371,954)
------------- -------------
Net deferred tax asset $ 400,967 $ 400,967
============= =============
</TABLE>
At September 30, 2000, the Company had net operating loss
carryforwards available for federal income tax purposes of
approximately $6,400,000, which expire in the years 2014 - 2015. Of
this amount, management has determined that approximately $5,200,000
may not be utilized in future periods. Additionally, the Company
believes, based on current operating losses, that it is more likely
than not that the Company will not recover deferred tax assets in
excess of approximately $400,000. Accordingly, a valuation allowance
related to the uncertainty of utilization of the net operating loss
carryforwards has been recorded. The following summarizes the changes
in the valuation allowance:
Valuation allowance at January 1, 1999 $ -
Additions during 1999 371,954
-------------
Valuation allowance at December 31, 1999 371,954
Additions during 2000 1,308,845
-------------
Valuation allowance at September 30, 2000 $ 1,680,799
=============
At December 31, 1999, the Company had net operating loss
carryforwards available for federal income tax purposes of
approximately $3,500,000, which expire in the years 2014 - 2015. Of
this amount, management has determined that approximately $2,350,000
may not be utilized in future periods. Additionally, the Company
believes, based on current operating losses, that it is more likely
than not that the Company will not recover deferred tax assets in
excess of approximately $400,000. Accordingly, a valuation allowance
related to the uncertainty of utilization of the net operating loss
carryforwards has been recorded. The following summarizes the changes
in the valuation allowance:
Valuation allowance at January 1, 1999 $ -
Additions during 1999 371,954
-------------
Valuation allowance at December 31, 1999 371,954
Additions during 2000 1,307,874
-------------
Valuation allowance at September 30, 2000 $ 1,679,828
=============
NOTE 7: NOTES PAYABLE
On September 1, 2000, the Company issued a promissory note (the
"Promissory Note") to CNG Financial Corporation, an affiliate of the
Company. The Promissory Note, in the principal sum of $250,000, carries
an interest rate of 11.50% 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 October 1,
2000 and on the first day of each month thereafter until the debt is
paid in full. The outstanding balance and accrued interest payable at
September 30, 2000 were $250,000 and $2,360, respectively.
Finity 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
September 30, 2000 was $131,480.
12
<PAGE>
NOTE 8: LEASE OBLIGATIONS
The Company has entered into various operating lease agreements. Under
terms of an operating lease with IBM Corporation, certificates of
deposit with a carrying value of $401,000 at September 30, 2000 were
pledged as collateral against Bank One letters of credit in favor of
IBM. Under terms of an operating lease with Timmermen Leasing, a
certificate of deposit with a carrying value of $100,000 at September
30, 2000, 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, 2005 are as follows:
2000 $ 328,448
2001 909,813
2002 328,467
2003 120,995
2004 108,049
2005 92,904
-------------
Lease obligations $ 1,888,676
=============
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.
NOTE 9: MARKET RISK AND CONCENTRATIONS
For the nine months ended September 30, 2000, merchant processing
revenue through Fi-Scrip and processing fees billed to CNG, the
Company's primary shareholder, accounted for approximately $280,170 or
22% and $289,164 or 23% of the Company's total revenues, respectively.
Greater Nevada Credit Union, Logberg and American State Bank accounted
for approximately $135,431 or 11%, $132,470 or 10%, and 129,878 or 10%,
of the Company's total revenues, respectively. No other customers
accounted for 10% or more of the Company's total revenues.
For the year ended December 31, 1999, revenue from the BestBank
portfolio accounted for approximately $3,064,150 or 59% of the
Company's total revenues and merchant processing revenue 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 BestBank 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.
NOTE 10: RELATED PARTY TRANSACTIONS
On February 16, 2000 the Company issued an unsecured promissory note
(the "Demand Promissory Note) to CNG. The Demand Promissory Note, in
the principal sum of $500,000, carries an interest rate of 11.75% and
is due and payable on demand in one installment, together with all
accrued and unpaid interest thereon; 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.
13
<PAGE>
NOTE 10: RELATED PARTY TRANSACTIONS - CONTINUED
On April 21, 2000 the Company and CNG executed a revolving line of
credit up to a maximum principal amount of $2,000,000 evidenced by a
convertible promissory note (the "Convertible Promissory Note"). The
Convertible Promissory Note matured three years from its date of
issuance and did bear interest at the rate of 11.5% per annum payable
quarterly. The initial draw under the revolving line of credit was used
to retire the Demand Promissory Note. The Convertible Promissory Note
was convertible into 10,000,000 shares of Common Stock based upon the
conversion rate of principal amount of the Convertible Promissory
Note/$0.20 per share. The Company also issued two warrants (Warrant A
and Warrant B) to CNG, which will be exercisable if certain revenue
targets are met. Warrant A expires April 30, 2001 and may become
exercisable to purchase a maximum of 2,000,000 shares of Common Stock
at $.01 per share if the total revenues of Finity are $620,000 or more
for any month prior to the expiration date of Warrant A. Warrant B
expires April 30, 2002 and may become exercisable to purchase a maximum
of 5,000,000 shares of Common Stock at $.01 per share if the total
revenues of Finity are $1,120,000 or more for any month prior to the
expiration date of Warrant B. On June 14, 2000 CNG elected to convert
the Convertible Promissory Note. On June 30, 2000 CNG surrendered the
Convertible Promissory Note to the Company, and in exchange the Company
issued to CNG 10,000,000 shares of Common Stock based on the
outstanding principal balance of $2,000,000 converted at $0.20 per
share. To date, CNG has purchased a total of 34,000,000 shares or 67.3%
of the 50,511,512 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.
On September 1, 2000, the Company issued a promissory note (the
"Promissory Note") to CNG Financial Corporation, an affiliate of the
Company. The Promissory Note, in the principal sum of $250,000, carries
an interest rate of 11.50% 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 October 1,
2000 and on the first day of each month thereafter until the debt is
paid in full. The outstanding balance and accrued interest payable at
September 30, 2000 were $250,000 and $2,360, respectively.
On July 27, 2000 the Company issued to its principal software provider,
PaySys International ("PaySys"), two million (2,000,000) shares of the
Company's Common Stock in exchange for certain concessions made in the
software license agreement between the Company and PaySys, lowering the
Company's operating expenses associated with the use of the
VisionPLUS(R) software provided by PaySys. The Company booked $500,000
in prepaid software lease expense based on fair market value of the
Company's Common Stock of $0.25 per share as it traded on the open
market on or about the date of issuance.
NOTE 11: 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.
14
<PAGE>
NOTE 11: STOCK OPTION PLAN - CONTINUED
The following table shows the vesting schedule and the
exercise price, as amended, for each of the five current and
two former directors awarded options on July 1, 1998.
<TABLE>
<CAPTION>
Options vested
------------------------------ Total Options
Exercise July 1, October 1, January 1, Vested and
Director Price 1998 1998 1999 Outstanding
--------------------- ----------------- ------------------------------ ------------
<S> <C> <C> <C> <C> <C>
Glenn M. Gallant $ .62 16,666 16,667 - 33,333
Douglas R. Baetz $ .62 16,666 16,667 - 33,333
Kenneth A. Klotz $ .48 16,666 16,667 16,667 50,000
Charles LaMontagne $ .48 16,666 16,667 16,667 50,000
Olan Beard $ .48 16,666 16,667 16,667 50,000
Donald Thone $ .48 16,666 16,667 16,667 50,000
Robert Feldman $ .48 16,666 16,667 16,667 50,000
----------
316,666
==========
</TABLE>
The following table shows the vesting schedule and the exercise price
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 1999 1999 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 September 30, 2000 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.
Effective December 7, 1999, Mr. Roland Koch was granted 125,000 options
to purchase the Company's common stock under the plan, with an exercise
price of $0.40, 85% of the fair market value of the Company's common
stock at the date of the grant. The options will vest over a three year
period beginning December 7, 1999 at a rate of 1/3 each year. As of
September 30, 2000, Mr. Koch has 41,667 options vested and none have
been exercised.
15
<PAGE>
NOTE 11: STOCK OPTION PLAN - CONTINUED
Effective December 7, 1999, Mr. John Courter was granted 25,000 options
to purchase the Company's common stock under the plan, with an exercise
price of $0.40, 85% of the fair market value of the Company's common
stock at the date of the grant. The options are currently vested as of
December 7, 1999. As of September 30, 2000, Mr. Courter has 25,000
options vested and none have been exercised.
Effective March 27, 2000, Mr. Harvey Wagner was granted 50,000 options
to purchase the Company's common stock under the plan, with an exercise
price of $0.27, 85% of the fair market value of the Company's common
stock at the date of the grant. The options are currently vested as of
March 27, 2000. As of September 30, 2000, Mr. Wagner has 50,000 options
vested and none have been exercised.
Effective March 7, 2000, Mr. Michael R. Waldron was granted 10,000
options to purchase the Company's common stock under the plan, with an
exercise price of $0.27, 85% of the fair market value of the Company's
common stock at the date of the grant. The options vest as follows:
1,000 shares vested July 1, 2000; 1,000 shares vested March 7, 2001;
1,000 shares vested March 7, 2002; 1,000 shares vested March 7, 2003;
6,000 shares will be awarded subject to management discretion based
upon agreed to performance measures As of September 30, 2000, Mr.
Wagner has 0 options vested.
The Company accounts for the options in accordance with Accounting
Principles Board Opinion No. 25, ACCOUNTING FOR STOCK ISSUED TO
EMPLOYEES, under which compensation cost is recognized for the
difference in the option's exercise price and the fair market value of
the stock as of the date of each grant over the vesting period. The
effect of further compensation cost for the plan, had it been included
in the income statement as provided for in SFAS No. 123, ACCOUNTING FOR
STOCK-BASED COMPENSATION, would have resulted in an insignificant
reduction to the Company's net earnings and earnings per share on a pro
forma basis, based on estimates using an accepted options pricing
model.
NOTE 12: CONDENSED FINANCIAL INFORMATION - PARENT COMPANY
The following represents consolidated financial information of the
parent company as of and for the nine months ended September 30, 2000
and as of and for the year ended December 31, 1999 utilizing the equity
method of accounting.
<TABLE>
<CAPTION>
CONDENSED BALANCE SHEET:
ASSETS September 30, December 31,
2000 1999
-------------- --------------
<S> <C> <C>
Current assets
Cash and cash equivalents $ 169 $ -
Prepaid expenses and other assets 17,500 36,820
Federal income tax receivable - -
Due from subsidiaries 4,151,706 1,920,928
-------------- --------------
Total current assets 4,169,375 1,957,748
Other assets
Deferred tax asset 17,637 17,637
Other investments 90,000 90,000
Investment in subsidiaries (2,820,716) 792,635
-------------- --------------
Total other assets (2,713,079) 900,272
-------------- --------------
TOTAL ASSETS $ 1,456,296 $ 2,858,020
============== ==============
16
<PAGE>
NOTE 12: CONDENSED FINANCIAL INFORMATION - PARENT COMPANY - CONTINUED
September 30, December 31,
2000 1999
-------------- --------------
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Accrued expenses and other liabilities $ 35,527 $ 90,562
Due to subsidiaries - -
-------------- --------------
Total current liabilities 35,527 90,562
SHAREHOLDERS' EQUITY
Common stock 50,512 38,512
Capital surplus 8,379,096 5,891,096
Accumulated deficit (7,008,839) (3,162,150)
-------------- --------------
Total shareholders' equity 1,420,769 2,767,458
-------------- --------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 1,456,296 $ 2,858,020
============== ==============
CONDENSED STATEMENT OF OPERATIONS:
REVENUES
Undistributed loss of subsidiaries $ (3,613,350) $ (2,722,064)
EXPENSES
Stockholder costs and fees 582 5,115
Professional and outside services 222,651 405,584
Marketing 6,159 106,987
Other operating expenses 3,946 2,503
-------------- --------------
Total operating expenses 233,338 520,189
Compensation to directors - 10,000
-------------- --------------
Total other expense - 10,000
-------------- --------------
LOSS BEFORE FEDERAL INCOME TAX (3,846,688) (3,252,253)
Income tax benefit - (20,636)
-------------- --------------
Net loss $ (3,846,688) $ (3,231,617)
============== ==============
CONDENSED STATEMENT OF CASH FLOWS:
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (3,846,688) $ (3,231,617)
Adjustments to reconcile net loss
to net cash provided by operations
Undistributed loss in subsidiaries 3,613,350 2,722,063
Increase in receivables (2,230,778) (1,338,319)
Decrease in prepaid
expenses and other assets 19,320 51,543
Decrease in accruals
and accounts payable (55,035) (1,565,859)
-------------- --------------
Net cash used by operating activities (2,499,831) (3,362,189)
</TABLE>
17
<PAGE>
NOTE 12: CONDENSED FINANCIAL INFORMATION - PARENT COMPANY - CONTINUED
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
-------------- --------------
<S> <C> <C>
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 2,500,000 3,000,000
-------------- --------------
Net cash provided by financing activities 2,500,000 3,451,128
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 169 (1,061)
Cash and cash equivalents at beginning of year - 1,061
-------------- --------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 169 $ -
============== ==============
</TABLE>
NOTE 13: CONSULTING AGREEMENTS
On March 20, 1998, the Company entered into a consulting agreement with
Worldwide Corporate Finance (Worldwide). Worldwide, through its
individual affiliate, Michael Markow, provided the Company with
consulting services, including long-term business, managerial and
financial planning; investigating and analysis in corporate
reorganizations and expansion in merger and acquisition opportunities;
and the introduction of business opportunities for credit card
processing services. As compensation for services, the Company granted
to Mr. Markow options to purchase up to 700,000 shares of Common Stock,
at varying prices between $0.95 and $1.70, which are the subject of a
currently effective registration statement. The fair value of the
options granted approximated the value of the services provided by Mr.
Markow and has been recognized as a component of consulting fees in the
consolidated income statement.
In February 1999, the Company's management and Mr. Markow reached an
agreement to terminate the existing consulting agreement between the
Company and Worldwide. In settlement, the Company agreed to allow Mr.
Markow to exercise 10,000 additional options to purchase an equal
number of shares of the Company's Common Stock at $1.70 per share
resulting in a transaction valued at $17,000. Additionally the Company
agreed to pay Mr. Markow $15,000 in cash and terminate the remaining
unexercised balance of options initially granted to Mr. Markow and
Worldwide under the consulting agreement. The Company does not expect
to enter into any additional consulting agreements with Mr. Markow or
Worldwide in the future. Mr. Markow and Worldwide had exercised a total
of 275,000 options valued at $298,750 under the former consulting
agreement. As of the date of this report there are no remaining options
outstanding related to the former consulting agreement with Mr. Markow
and Worldwide.
The fair value of the options granted approximate the value of the
services provided by Mr. Markow and has been recognized as a component
of consulting fees in the income statement over the term of the
agreement.
18
<PAGE>
NOTE 13: CONSULTING AGREEMENTS - CONTINUED
On July 1, 1998, Columbia Capital Corp. entered into a consulting
agreement with Matthias and Berg, LLP ("the Firm"). The Firm, through
its partner, Jeffrey Berg, provides the Company with consulting and
litigation services, including long term business, managerial and
financial litigation support; investigating and analysis in corporate
reorganizations and legal expertise on merger and acquisition
opportunities. As compensation for services, the Company granted to the
Firm options to purchase up to 100,000 shares of Common Stock, which
are the subject of a currently effective registration statement. The
terms of the options were to purchase up to 100,000 shares of Common
Stock at an exercise price of $0.48 per share, exercisable from July 1,
1998. The fair value of consulting and litigation services provided by
the Firm is being recognized as the services are provided. As of
September 30, 2000 no options have been exercised under the agreement.
NOTE 14: 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, an Ohio corporation , 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). On June 14, 2000 CNG elected to convert a
Convertible Promissory Note. On June 30, 2000 CNG surrendered the
Convertible Promissory Note to the Company and, in exchange the Company
issued to CNG 10,000,000 shares of Common Stock based on the
outstanding principal balance of $2,000,000 converted at $0.20 per
share. CNG controls in excess of a majority of the issued and
outstanding voting securities of the Company is able to elect all of
the directors of the Company and effectively control the Company's
affairs. To date, CNG has purchased a total of 34,000,000 shares or
67.3% of the 50,511,512 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.
The Company has been advised by CNG that the source of payment for the
purchase of the 34,000,000 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 November 15, 2000. The Stock Option is
exercisable in whole, and not in part.
Following the issuance of the 34,000,000 shares to CNG and being
entitled to exercise the Stock Option with respect to the additional
10,000,000 shares, CNG will beneficially own 44,000,000 shares of
common stock, or 72.7% of the assumed issued and outstanding common
stock (60,511,512 shares issued and outstanding for purposes of
calculating the percentage of beneficial ownership).
19
<PAGE>
NOTE 14: STOCK PURCHASE AGREEMENT - CONTINUED
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.
NOTE 15: BAYTREE SETTLEMENT
On June 30, 1998, the Company, Finity, 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, Finity, 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, Finity, 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 16: 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 Finity 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.
20
<PAGE>
NOTE 17: AMENDMENT OF CERTIFICATE OF INCORPORATION
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. Effective August 9,
2000, Columbia Capital Corp. amended its certificate of incorporation
effectively changing its name to Finity Holdings, Inc. This amendment
will not affect current operations of the Company.
NOTE 18: 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 five (5%) of eligible
compensation. The Company contributed $0 and $74,739 to the plan as of
June 30, 2000 and December 31, 1999, respectively.
21
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
This report, including the disclosures below, contains certain forward-looking
statements that involve substantial risks and uncertainties. Unless the context
otherwise requires, the term "Company" refers to Finity Holdings, Inc. and its
wholly-owned subsidiaries, Finity Corporation, a Texas corporation ("Finity")
and Fi-Scrip, Incorporated, a Nevada corporation ("Fi-Scrip"), through which the
Company principally conducts its business operations. When used herein, the
terms "anticipates," "expects," "estimates," "believes" and similar expressions,
as they relate to the Company or its management, are intended to identify such
forward-looking statements. The Company's actual results, performance or
achievements may differ materially from those expressed or implied by such
forward-looking statements. Factors that could cause or contribute to such
material differences include inability to replace lost business, inability to
generate sufficient additional capital, consolidation of banks and other
financial institutions, government regulation, competition and various other
factors discussed in this report and in the Company's Annual Report on Form
10-KSB for the year ended December 31, 1999.
OVERVIEW OF PRESENTATION
The following should be read in conjunction with the Consolidated Financial
Statements of Finity Holdings, Inc., a Delaware corporation (the "Company"), and
the related notes thereto, contained elsewhere in this report.
The Company has included in this Report the unaudited consolidated financial
statements of the Company for the nine (9) months ended September 30, 2000 and
1999, which include the consolidated balance sheets of the Company as of
September 30, 2000 (unaudited) and December 31, 1999 (audited), and the related
consolidated income statements and statements of changes in shareholders' equity
and cash flows for the nine (9) month periods ended September 30, 2000 and 1999.
RESULTS OF OPERATIONS FOR THE NINE (9) MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
Total operating revenues for the nine months ended September 30, 2000 decreased
approximately 64% to $1,728,396 from $4,738,557 for the nine months ended
September 30, 1999. Total operating revenues principally include (i) credit card
processing revenues, (ii) mail operations and (iii) merchant processing
revenues.
Credit card processing revenues during the nine months ended September 30, 2000
decreased 75% to $967,497 from $3,797,474 during the nine months ended September
30, 1999. This decrease primarily relates to the loss of the revenues associated
with the processing contract (the "Master Agreement") with BestBank of Boulder,
Colorado ("BestBank") which was terminated by the Federal Deposit Insurance
Corporation ("FDIC") on March 4, 1999.
Mail operations revenues during the nine months ended September 30, 2000
decreased to $34,719 from $192,279. This decrease related to the expiration of
the Company's processing arrangements with American State Bank during 1999 and
the loss of the revenues associated with the processing contract (the "Master
Agreement") with BestBank of Boulder, Colorado ("BestBank") which was terminated
by the Federal Deposit Insurance Corporation ("FDIC") on March 4, 1999.
22
<PAGE>
Merchant processing revenue was $725,594 and $510,979 for the nine months ended
September 30, 2000 and 1999, respectively. Merchant processing revenue is from
the Company's subsidiary Fi-Scrip, which was consolidated into the Company as of
January 1, 1999 and has experienced significant growth in Electronic Benefits
Transfer transactions throughout 1999 and the first half of 2000.
Total operating expenses during the nine months ended September 30, 2000
decreased 19% to $5,539,733 from $6,865,888 during the nine months ended
September 30, 1999. 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 nine months ended September
30, 2000 decreased 9% to $2,258,532 from $2,482,695 during the nine months ended
September 30, 1999. This decrease primarily resulted from a decrease of
approximately 16 full time employees through attrition, offset by an increase in
the Company sales and marketing staff. The Company generally did not replace
those employees that left and worked to consolidate job responsibilities among
fewer employees.
Equipment and software expenses during the nine months ended September 30, 2000
decreased 36% to $1,299,646 from $2,016,083 during the nine months ended
September 30, 1999. This decrease primarily related to the Company renegotiating
terms of its software lease with PaySys.
Cost of professional and outside services during the nine months ended September
30, 2000 decreased 37% to $362,352 from $575,871 during the nine months ended
September 30, 1999. The decline in professional and outside services expense
from 1999 resulted from a decline in the Company's legal and accounting fees.
Further, certain miscellaneous operating expenses, including insurance, postage
and delivery fees, bad debt and franchise use and sales taxes, during the nine
months ended September 30, 2000, increased 15% to $432,423 from $374,623 during
the nine months ended September 30, 1999. This increase is primarily related to
increased insurance costs and bad debt recovered during the third quarter of
1999 reducing expenses previously recorded for bad debt in this account.
Other income and expenses resulted in net expenses of $35,352 and net income of
$215,446 for the nine months ended September 30, 2000 and 1999, respectively.
Other income and expenses consist of interest income of $30,377 offset by
interest expenses of $65,729 for the nine months ended September 30, 2000. Other
income and expenses consist of income from the recovery of $224,925 in bad debt,
interest income of $63,347 offset by interest expenses of $72,826 for the nine
months ended September 30, 1999.
As a result of the foregoing, the Company generated net loss of $3,846,689
during the nine months ended September 30, 2000, as compared to a net loss of
$1,263,953 during the nine months ended September 30, 1999. The losses primarily
resulted from a decline in revenue from credit card processing related to the
termination of the Master Agreement.
23
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 2000, the ratio of current assets to current liabilities was
.99 to 1 as compared to 1.45 to 1 at December 31, 1999.
The Company's cash flow needs for the nine months ended September 30, 2000 were
primarily provided from capital injections and borrowings related to the
agreements between the Company and its principal shareholder, CNG Financial
Corporation ("CNG"). The Company's cash flow needs for the nine months ended
September 30, 1999 were primarily provided from capital injections related to
the agreements between the Company and its principal shareholder, CNG. At
September 30, 2000 and December 31, 1999, $20,000 of unallocated reserve for bad
debt was carried by the Company. At September 30, 2000, prepaid expenses were
$841,985 and are anticipated to be expensed as used in the future. Net property
and equipment was $966,692 at September 30, 2000. There were no major capital
additions during the nine months ended September 30, 2000.
The termination of the Master Agreement, which eliminated approximately 84% of
the Company's monthly revenues from processing, as measured during 1998, has had
a material adverse affect on the Company's results of operations during the nine
months ended September 30, 2000 and the year ended December 31, 1999, and is
anticipated to have a material adverse effect on the Company's results of
operations 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 work 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 Financial
Group, Inc. ("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.
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.
In September and November, 1999, pursuant to the terms of a stock purchase
agreement between CNG and the Company (the "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
an option (the "CNG Stock Option") to purchase an additional 10,000,000 shares
of Common Stock for the purchase price of $2,000,000. Although the option was
scheduled to expire in accordance with its terms in September 2000, the Company
and CNG have agreed to extend the expiration date of the option until November
15, 2000.
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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.
On February 16, 2000, the Company entered into a promissory note (the "Demand
Promissory Note") payable to CNG in consideration of $500,000. The Note was due
and payable on demand with accrued interest due and payable monthly at a rate of
11.75%. On April 21, 2000 the Company and CNG executed a revolving line of
credit up to a maximum principal amount of $2,000,000 evidenced by a convertible
promissory note (the "Convertible Promissory Note"). The Convertible Promissory
Note had a scheduled maturity date of three years from its date of issuance and
an interest rate of 11.5% per annum payable quarterly. The initial draw under
the revolving line of credit was used to retire the Demand Promissory Note. The
Convertible Promissory Note was convertible into 10,000,000 shares of Common
Stock based upon the conversion rate of principal amount of the Convertible
Promissory Note/$0.20 per share. On June 14, 2000 CNG elected to convert the
Convertible Promissory Note. On September 30, 2000 CNG surrendered the
Convertible Promissory Note to the Company in exchange for 10,000,000 shares of
Common Stock based on the outstanding principal balance of $2,000,000 converted
at $0.20 per share. The outstanding balance and accrued interest payable at
September 30, 2000 were $0 and $29,275, respectively. The proceeds of the note
were used for operations of the Company.
The Company has also issued two warrants (Warrant A and Warrant B) to CNG, which
will be exercisable if certain revenue targets are met. Warrant A expires April
30, 2001 and may become exercisable to purchase a maximum of 2,000,000 shares of
Common Stock at $.01 per share if the total revenues of Finity are $620,000 or
more for any month prior to the expiration date of Warrant A. Warrant B expires
April 30, 2002 and may become exercisable to purchase a maximum of 5,000,000
shares of Common Stock at $.01 per share if the total revenues of Finity are
$1,120,000 or more for any month prior to the expiration date of Warrant B.
On September 1, 2000 the Company entered into a promissory note payable to CNG
in consideration of $250,000. The Note is due and payable on demand with accrued
interest due and payable monthly at a rate of 11.5%.
Cash and cash equivalents were $2,425,313 as of September 30, 2000, as compared
to $2,133,740 at December 31, 1999. This increase is primarily attributable to
an increase in the merchant settlement account balance of Fi-Scrip.
As of September 30, 2000 and December 31, 1999, the Company's long-term
borrowings were $0 and $124,847, respectively. Long-term borrowings consisted of
the note payable to American State Bank, less the current portion of the note
payable.
As of September 30, 2000, the Company had short-term borrowings in the aggregate
amount of $381,480, as compared to $12,441 at December 31, 1999.
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.
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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) operating activities was $(3,846,689) and $(1,263,953) for
the nine months ended September 30, 2000 and 1999, respectively. Net cash used
by operations during the nine months ended September 30, 2000 primarily
consisted of net losses from operations offset by increases in accruals and
accounts payable. Net cash provided by operations during the nine months ended
September 30, 1999 primarily consisted of net loss from operations, offset by
increases in accruals and accounts payable and deferred income taxes, decreases
in accounts receivable, deposits and prepaid expenses and depreciation and
amortization.
Net cash used in investing activities was $7,524 and $109,503 for the nine
months ended September 30, 2000 and 1999, respectively. In the nine months ended
September 30, 2000, the Company utilized $7,524 to purchase certain fixed
assets. In the nine months ended September 30, 1999, the Company utilized
$109,503 to purchase certain fixed assets.
Net cash provided by financing activities was $2,494,192 and $652,097 for the
nine months ended September 30, 2000 and 1999, respectively. In the nine months
ended September 30, 2000, the Company received proceeds of $2,500,000 from the
issuance of common stock less payments made on the note payable to American
State Bank. For the nine months ended September 30, 1999, the Company made
payments of $712,790 on the Line of Credit offset by $951,128 in proceeds from
the issuance of 5,746,512 shares of Common Stock primarily related to the
CNG/CLCK Stock Purchase Agreement and the cancellation of the two (2) lines of
credit with Century and benefited from $413,216 in cash and cash equivalents
related to the acquisition of Fi-Scrip.
PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
(c) On July 27, 2000 the Company issued to its principal software provider,
PaySys International ("PaySys"), two million (2,000,000) shares of the Company's
Common Stock in exchange for certain concessions made in the software license
agreement between the Company and PaySys, subsequent lowering the Company's
operating expenses associated with the use of the VisionPLUS(R) software
provided by PaySys. The Company booked $500,000 in prepaid software lease
expense based on fair market value of the Company Common Stock of $0.25 per
share as it traded on the open market on or about the date of issuance. The
issuance of the Common Stock was exempt under Sections 3(a)(9) and 4(2) of the
Securities Act of 1933 since the Common Stock was exchanged exclusively with
PaySys, the software provider, and no commission or other remuneration was paid
or given directly or indirectly for soliciting such exchange.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
--------
27. Financial Data Schedule
Reports on Form 8-K
-------------------
None
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SIGNATURES
In accordance with the requirements of the Securities and Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
FINITY HOLDINGS, INC.
Dated: November 14, 2000 By: /S/ Kenneth A. Klotz
------------------------
Kenneth A. Klotz
President
Dated: November 14, 2000 By: /S/ Charles La Montagne
-----------------------
Charles La Montagne
Chief Financial Officer
27
