<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 2000
Commission File No. 0-29963
----------------------------------------------------
FINDEX.COM, INC.
(Exact name of small business issuer in its charter)
Nevada 88-0379462
---------------------------- ---------------------------------
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
11640 Arbor Street, Suite 201, Omaha, NE 68144
----------------------------------------------
(Address of principal executive offices)
(402) 333-1900
---------------------------
(Issuer's telephone number)
Check whether the issuer (1) 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 (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 10,303,824 shares as of September 30,
2000.
Transitional Small Business Format: No
<PAGE> 2
PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
Registrant's financial statements are filed herewith following the signature
page.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF
OPERATIONS
The following discussion should be read together with the financial statements
of FindEx.com, Inc., which are included in this Form 10-QSB. The following
discussion contains certain forward-looking statements regarding FindEx's
expectations for its business and its capital resources. These expectations are
subject to various uncertainties and risks that may cause actual results to
differ significantly from these forward-looking statements.
GENERAL
FindEx.com, Inc ("the Company") was incorporated under the laws of the State of
Delaware on December 26,1995 as FinSource, Ltd. In April 1999 the company merged
with FINdex Acquisition Corporation, (FAC) a Delaware corporation in a stock for
stock transaction. Then on April 30, 1999 the Company was acquired by EJH
Entertainment, Inc.(EJH) a Nevada corporation in a stock for stock transaction
and the name of the Company was changed to FindEx.com, Inc. Both the merger with
FAC and the acquisition by EJH were treated as reorganization mergers with the
Company.
The Company is a retail, wholesale and internet supplier of software products to
business and religious organizations and individuals. In July of 1999 the
Company completed an exclusive license agreement with Mattel Corporation for the
Parsons Church Division of Mattel. In so doing, FindEx.com obtained the
exclusive right to market, sell and continue to develop several bible study
software products. The Company develops and publishes church and bible study
software products designed to simplify biblical research, and streamline church
office tasks.
Pursuant to a Share Exchange Agreement dated March 07, 2000, FindEx.com, Inc., a
Nevada corporation, acquired all of the issued and outstanding capital stock of
Reagan Holdings, Inc. ("Reagan") from the shareholders of Reagan in a pro rata
exchange for an aggregate of 150,000 shares of FindEx.com's common stock, par
value $0.001 per share (the "Share Exchange"). As a result of the Share
Exchange, 100% of the outstanding capital stock of Reagan is owned by FindEx.com
and Reagan became a wholly-owned subsidiary of FindEx.com. Upon effectiveness of
the Share Exchange, pursuant to Rule 12g-3(a) of the General Rules and
Regulations of the Securities and Exchange Commission, FindEx.com became the
successor issuer to Reagan for reporting purposes under the Securities Exchange
Act of 1934.
2
<PAGE> 3
RESULTS OF OPERATIONS
FindEx.com has material operations in only one division.
Revenues
Gross revenues were $ 1,290,884 for the three months ended September 30, 2000
and $ 4,847,322 for the nine months then ended. Since during the period of
January 1, 1999 through June 30, 1999, FindEx was still a development stage
business, revenue comparison to the prior year is not meaningful; the generation
of revenues for the quarter was from internal operations and did not include
revenue from any acquisitions.
Net Revenue for the three months ended September 30, 2000 were $ 1,217,787 which
included $ 2,097 for sales discounts and a separate reserve for potential
returns of $ 71,000. For the nine months ended September 30, 2000 the net
revenue was $ 4,616,015 which included $ 2,607 for sales discounts and a
separate reserve for potential returns of $ 228,700. The return reserve is
based upon a percentage of total retail and direct sales for the period and may
increase or decrease as actual returns are processed.
Cost of Sales
Costs of sales were $262,447 in the three months ended September 30, 2000 and
$1,189,127 for the nine months then ended. Gross profit (revenues less cost of
sales) was $ 955,340 for the three month period ending September 30, 2000 and
$3,426,888 for the nine months then ended.
The Company's Cost of Sales were comprised of manufacturing and assembly costs
of $ 152,647 and the Company also had product royalties of $ 109,800 for the
three month period ending September 30, 2000. The costs of manufacturing and
assembly for the nine months ended September 30, 2000 were $ 818,827 and the
cost of product royalties were $ 370,300 for the same period.
Selling, General and Administrative Expenses
The selling, general and administrative expenses for FindEx were $ 1,133,403 for
the three months ended September 30, 2000 and $ 3,480,239 for the nine months
then ended. These costs are primarily personnel, advertising and professional
service related expenses. The Company as a result posted Net Ordinary Income
(EBITDA) of $(178,063) for the three month period ending September 30, 2000 and
$ (53,351) for the nine months then ended.
LIQUIDITY AND CAPITAL RESOURCES
As of the period ending September 30, 2000, FindEx had $ 7,366,099 in total
assets, $ 4,327,180 in total liabilities and retained earnings of $ (290,254).
The Company had a net profit(loss) of $(299,473) for the three months ended
September 30, 2000 and $(481,112) for the nine months then ended.
3
<PAGE> 4
On April 20, 2000, the Company entered into a Corporate Development Consulting
Agreement with Ardt Investment Management, Inc. ("AIM") to provide support for
the Company's further development and growth. The Agreement provides for a
retainer fee of 50,000 shares of Common Stock and a monthly payment of $2,000
for a period of twelve months commencing one month from the date of execution of
the agreement.
On April 27, 2000, FindEx signed a Term Sheet with AIM Securities, Inc. to seek
Bridge Financing in the amount of $1M - $5,000,000 through the issuance of
Convertible Debentures with interest accruing on the unpaid principal at a rate
of up to 12%.
During the second fiscal quarter the Company received $325,000 from a stock
subscription agreement dated April 28, 2000. This agreement is for 162,500
restricted shares of FindEx.com, Inc Common Stock at a price of $2.00 per share.
These shares do carry piggyback registration rights.
During the month of August 2000, the Company received $400,000 from a stock
subscription agreement dated April 28, 2000. This agreement is for 200,000
restricted shares of FindEx.com, Inc Common Stock at a price of $2.00 per share.
These shares do carry piggyback registration rights.
FindEx has not entered into any arrangements with any financial institutions or
third parties to provide additional financing. If FindEx is unable to obtain
additional financing or raise adequate working capital in the amounts desired
and on acceptable terms, FindEx may be required to reduce the scope of its
presently anticipated activities.
Management believes that the net proceeds of future anticipated securities
offerings and the on-going results of revenues, which are projected to be
realized from operations, should be sufficient to fund ongoing operations and
its business plan. However, there is no assurance that anticipated offerings
will be undertaken, and if undertaken, in fact, will be successful or the
proceeds derived from such offerings will, in fact, be sufficient to fund
operations and meet the needs of the Company's business plans.
FORWARDING-LOOKING STATEMENTS
This quarterly report on Form 10-QSB includes "forward-looking statements"
within the meaning of SECTION 27A of the Securities Act of 1933 and SECTION 21E
of the Securities Exchange Act of 1934. These forward-looking statements may
relate to such matters as anticipated financial performance, future revenues or
earnings, business prospects, projected ventures, new products and services,
anticipated market performance and similar matters. The Private Securities
Litigation Reform Act of 1995 provides a safe harbor for forward-looking
statements. To comply with the terms of the safe harbor, we caution readers that
a variety of factors could cause our actual results to differ materially from
the anticipated results or other expressed in our forward-looking statements.
These risks and uncertainties, many of which are beyond our control, include (i)
the sufficiency of our existing capital resources and our ability to raise
4
<PAGE> 5
additional capital to fund cash requirements for future operations, (ii)
uncertainties involved in the rate of growth and acceptance of the Internet,
(iii) adoption by the Christian community of electronic technology for gathering
information, facilitating e-commerce transactions, and providing new products,
websites, and services, (iv) volatility of the stock market, particularly within
the technology sector, and the ability to use our capital stock as a currency
for acquisitions, and (v) general economic conditions. Although we believe that
the expectations reflected in these forward-looking statements are reasonable,
we cannot give any assurance that such expectations reflected in these
forward-looking statements will prove to have been correct.
We cannot guarantee any future results, levels of activity, performance or
achievements. Except as required by law, we undertake no obligation to update
any of the forward-looking statements in this Form 10-QSB after the date of this
quarterly report.
PART II - OTHER INFORMATION
Item 5. OTHER INFORMATION
On April 20, 2000, the Company entered into a Corporate Development Consulting
Agreement with Ardt Investment Management, Inc. ("AIM") to provide support for
the Company's further development and growth. The Agreement provides for a
retainer fee of 50,000 shares of Common Stock and a monthly payment of $2,000
for a period of twelve months commencing one month from the date of execution of
the agreement.
On April 27, 2000, FindEx signed a Term Sheet with AIM Securities, Inc. to seek
Bridge Financing in the amount of $1M - $5,000,000 through the issuance of
Convertible Debentures with interest accruing on the unpaid principal at a rate
of up to 12%.
The Company received $325,000 from a stock subscription agreement dated April
28, 2000.The agreement is for 162,500 restricted shares of FindEx.com, Inc.
Common Stock at a price of $2.00 per share. These shares do carry piggyback
registration rights.
On July 14, 2000 FindEx signed a letter of intent to merge with and acquire 100%
of the outstanding capital stock of 711.NET, Inc., a North Carolina corporation.
711.NET, Inc., creates, aggregates and delivers filtered Internet content and
content management solutions for homes, businesses, and educational applications
through a national network. 711.NET, Inc, was founded in 1996 whose brands and
products include 711 Online, Rated-G Online, Via Family Online, Netcomply, ISP
Brand, The Learning Center, 711 Web Cafe and the Online Mega-Mall. The agreement
is subject to successful negotiation of a Definitive Agreement in form
acceptable to both parties
During the month of August 2000, the Company received $400,000 from a stock
subscription agreement dated April 28, 2000. This agreement is for 200,000
restricted shares of FindEx.com, Inc Common Stock at a price of $2.00 per share.
These shares do carry piggyback registration rights.
5
<PAGE> 6
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
EXHIBITS
*27.1 Financial Data Schedule
-----------
*Filed herewith
Reports on Form 8-K and Form 8-K/A filed during the nine months ended September
30, 2000:
Form 8-K dated April 18, 2000, reporting the change in independent auditors by
the Company from Grant Thorton, LLP to the new accounting firm Crouch, Bierwolf
& Chisholm.
Form 8 - K/A dated May 18, 2000, the Company files the audited financial
statements which were not filed with Form 8-K dated March 15, 2000:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FINDEX.COM, INC.
By: /s/ Joseph V. Szczepaniak
---------------------------
Joseph V. Szczepaniak
President & CEO
November 14, 2000
6
<PAGE> 7
FINDEX.COM, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
(UNAUDITED)
DECEMBER 31, SEPTEMBER 30,
1999 2000
----------- -----------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 147,272 $ 19,788
Accounts receivable, trade
(net of allowance of $11,000 and $20,000, respectively) 942,568 1,334,075
Inventories 545,348 669,590
Other current assets 13,603 809,940
----------- -----------
TOTAL CURRENT ASSETS 1,648,791 2,833,393
----------- -----------
PROPERTY AND EQUIPMENT, net 97,973 114,236
----------- -----------
OTHER ASSETS
Licenses, net 4,858,695 4,405,690
Other assets, net 9,108 12,780
----------- -----------
TOTAL OTHER ASSETS 4,867,803 4,418,470
----------- -----------
TOTAL ASSETS $ 6,614,567 $ 7,366,099
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 1,153,561 $ 1,109,784
Accrued royalties 754,825 1,012,955
Accrued income taxes 770,000 46,169
License fees payable 744,360 --
Other current liabilities 488,311 1,508,272
----------- -----------
TOTAL CURRENT LIABILITIES 3,911,057 3,677,180
----------- -----------
LONG TERM NOTE PAYABLE 200,000 650,000
----------- -----------
STOCKHOLDERS' EQUITY
Preferred stock, Series A, $.001 par value, 5,000,000 shares
authorized, 20,000 and 15,000 shares issued and outstanding, respectively 20 15
Preferred stock, Series B, $.001 par value, 5,000,000 shares
authorized, 67,500 and 40,000 shares issued and outstanding, respectively 68 40
Common stock, $.001 par value, 50,000,000 shares
authorized, 9,072,312 and 10,303,824 shares issued and outstanding, respectively 9,072 10,304
Paid-in capital 2,248,618 3,318,814
Retained earnings 245,732 (290,254)
----------- -----------
TOTAL STOCKHOLDERS' EQUITY 2,503,510 3,038,919
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 6,614,567 $ 7,366,099
=========== ===========
</TABLE>
See accompanying notes.
7
<PAGE> 8
FINDEX.COM, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------------- -------------------------------
1999 2000 1999 2000
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
REVENUES, net of reserves and allowances $ 2,717,392 $ 1,217,787 $ 2,717,392 $ 4,616,015
COST OF SALES 852,114 262,447 852,114 1,189,127
------------ ------------ ------------ ------------
GROSS PROFIT 1,865,278 955,340 1,865,278 3,426,888
OPERATING EXPENSES
Sales 342,893 220,484 342,893 556,417
General and administrative 606,972 912,919 778,192 2,923,822
------------ ------------ ------------ ------------
TOTAL OPERATING EXPENSES 949,865 1,133,403 1,121,085 3,480,239
------------ ------------ ------------ ------------
EARNINGS (LOSS) BEFORE INTEREST, TAXES,
DEPRECIATION AND AMORTIZATION 915,413 (178,063) 744,193 (53,351)
------------ ------------ ------------ ------------
OTHER INCOME (EXPENSES)
Interest income 1,833 587 1,870 3,992
Other income -- 547 -- 2,047
Depreciation and amortization (130,857) (159,744) (130,917) (475,702)
Interest expense -- (14,800) (4,000) (43,098)
------------ ------------ ------------ ------------
NET OTHER INCOME (EXPENSES) (129,024) (173,410) (133,047) (512,761)
------------ ------------ ------------ ------------
NET INCOME (LOSS) BEFORE INCOME TAXES 786,389 (351,473) 611,146 (566,112)
INCOME TAXES (255,000) 52,000 (255,000) 85,000
------------ ------------ ------------ ------------
NET INCOME (LOSS) $ 531,389 $ (299,473) $ 356,146 $ (481,112)
============ ============ ============ ============
NET EARNINGS (LOSS) PER SHARE
Basic $ 0.08 $ (0.035) $ 0.08 $ (0.056)
============ ============ ============ ============
Diluted $ 0.05 $ (0.033) $ 0.05 $ (0.053)
============ ============ ============ ============
WEIGHTED NUMBER OF SHARES OUTSTANDING
Basic 9,090,116 10,039,227 7,350,255 9,572,542
============ ============ ============ ============
Diluted 9,713,816 10,615,427 7,973,955 10,148,742
============ ============ ============ ============
</TABLE>
See accompanying notes.
8
<PAGE> 9
FINDEX.COM, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
-----------------------------
1999 2000
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 356,146 $ (481,112)
Adjustments to reconcile net income
to cash provided (used) by operating activities:
Depreciation and amortization 130,917 475,702
Collection on accounts receivable - major customer -- 1,500,000
Changes in assets and liabilities, net of effects of acquisition:
Accounts receivable (939,671) (391,507)
Inventory (137,132) (124,242)
Prepaid expenses 3,362 163,412
Accounts payable 859,182 (43,777)
Accrued royalties 445,000 258,130
Accrued income taxes 255,000 (723,831)
Deferred income taxes -- 638,831
License fees payable -- (744,360)
Other current liabilities 16,491 (26,870)
----------- -----------
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES 989,295 500,376
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment (59,271) (35,538)
Website development costs -- (6,843)
Cash from merger with Reagan Holdings, Inc. -- 701
Loans made -- (200,000)
License acquisition costs (35,074) --
Downpayment on business purchased (226,127) --
Downpayment on license agreements (1,000,000) --
----------- -----------
NET CASH USED BY INVESTING ACTIVITIES (1,320,472) (241,680)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of Preferred Stock - Series B,
net of issuance costs 1,530,000 --
Proceeds from issuance of common stock -- 663,820
Proceeds from debt financing -- 450,000
Payment on license agreements (1,000,000) (1,500,000)
----------- -----------
NET CASH PROVIDED BY INVESTING ACTIVITIES 530,000 (386,180)
----------- -----------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS 198,823 (127,484)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 212 147,272
----------- -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 199,035 $ 19,788
=========== ===========
NON-CASH INVESTING AND FINANCING ACTIVITIES
Common stock issued to acquire Reagan Holdings, Inc.,
a Delaware corporation $ -- $ 150
Common stock issued to satisfy accounts payable -- 100,000
Common stock issued for future investor relations services -- 252,000
Common stock dividend -- 54,874
Conversion of preferred stock to common stock -- 201
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for:
Interest $ -- $ 1,423
Income taxes $ -- $ --
</TABLE>
See accompanying notes.
9
<PAGE> 10
FINDEX.COM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
(UNAUDITED)
NOTES TO FINANCIAL STATEMENTS
FindEx.com, Inc. (the "Company") has elected to omit substantially all
footnotes to the financial statements for the three and nine months ended
September 30, 2000, since there have been no material changes (other than
indicated in other footnotes) to the information previously reported by
the Company in their Annual Report filed on Form 8-K/A for the Fiscal year
ended December 31, 1999.
UNAUDITED INFORMATION
The information furnished herein was taken from the books and records of
the Company without audit. However, such information reflects all
adjustments which are, in the opinion of management, necessary to properly
reflect the results of the period presented. The information presented is
not necessarily indicative of the results from operations expected for the
full fiscal year.
ACQUISITION OF REAGAN HOLDINGS, INC.
On March 7, 2000, the Company acquired Reagan Holdings, Inc., ("Reagan") a
Delaware corporation. The Company issued 150,000 shares of common stock
for all the outstanding stock of Reagan. The purchase was recorded at a
value of $700. Reagan had assets of $700 and no liabilities at December
31, 1999. The operating history of Reagan is included in the consolidated
numbers of the Company effective January 1, 2000. The acquisition was
recorded using the purchase method of a business combination.
LETTER OF INTENT
On July 14, 2000, the Company signed a letter of intent to merge with and
acquire 100% of the outstanding capital stock of 711.NET, Inc., a North
Carolina corporation ("711"). Consumation of the proposed merger will
result in the Company receiving all of the outstanding capital stock of
711. The shareholders of 711 will receive a set number of FindEx shares
according to a formula yet to be agreed upon.
EARNINGS PER SHARE
Basic earnings per share are computed by dividing earnings available to
common stockholders by the weighted average number of common shares
outstanding during the period. Diluted earnings per share reflect per
share amounts that would have resulted if dilutive potential common stock
had been converted to common stock. The following reconciles amounts
reported in the financial statements.
<TABLE>
<CAPTION>
INCOME SHARES PER-SHARE
(NUMERATOR) (DENOMINATOR) AMOUNT
----------- ------------- ------
<S> <C> <C> <C>
For the Three Months Ended September 30, 1999
Net income $ 531,389 9,090,116 $ 0.058
==========
Effect of dilutive securities
Options -- 356,200
Convertible Preferred Series A -- 200,000
Convertible Preferred Series B -- 67,500
---------- ---------
Income available to common stockholders -
diluted earnings per share $ 531,389 9,713,816 $ 0.055
========== ========= ==========
For the Nine Months Ended September 30, 1999
Net income $ 356,146 7,350,255 $ 0.048
==========
</TABLE>
10
<PAGE> 11
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Effect of dilutive securities
Options -- 356,200
Convertible Preferred Series A -- 200,000
Convertible Preferred Series B -- 67,500
---------- ---------
Income available to common stockholders -
diluted earnings per share $ 356,146 7,973,955 $ 0.045
========== ========= ==========
For the Three Months Ended September 30, 2000
Net loss $ (299,473)
Less preferred stock dividends (54,874)
----------
Income available to common stockholders -
basic earnings per share (354,347) 10,039,227 $ (0.035)
==========
Effect of dilutive securities
Options -- 386,200
Convertible Preferred Series A -- 150,000
Convertible Preferred Series B -- 40,000
---------- ---------
Income available to common stockholders -
diluted earnings per share $ (354,347) 10,615,427 $ (0.033)
========== ========= ==========
For the Nine Months Ended September 30, 2000
Net loss $ (481,112)
Less preferred stock dividends (54,656)
----------
Income available to common stockholders -
basic earnings per share (535,768) 9,572,542 $ (0.056)
==========
Effect of dilutive securities
Options -- 386,200
Convertible Preferred Series A -- 150,000
Convertible Preferred Series B -- 40,000
---------- ---------
Income available to common stockholders -
diluted earnings per share $ (535,768) 10,148,742 $ (0.053)
========== ========= ==========
</TABLE>
During the three months ended September 30, 2000, the Company converted
5,000 shares of Preferred Series A and 27,500 shares of Preferred Series B
into 233,333 shares of common stock. In connection therewith, the Company
issued 17,804 shares of common stock as cumulative dividends. The weighted
average number of shares and the per share amounts above have been
adjusted retroactively to reflect this stock dividend.
11
