SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
-----------------------------
FORM 10-QSB/A
-----------------------------
/X/ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For Quarter ended December 31, 1999
/ / Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (No fee required)
Commission File Number: 0-27059
----------------------------
FLEXEMESSAGING.COM, INC.
-----------------------------
(Name of Small Business Issuer in its charter)
Idaho 82-0485978
----- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Level 27 Grosvenor Place
225 George Street
Sydney, Australia NSW 2000
---------------------------- --------
(Address of principal executive offices) (Zip code)
Issuer's telephone number: (011) 61 2 9250-8888
---------------
Securities to be registered pursuant to Section 12(b) of the Act: none
Securities to be registered pursuant to Section 12(g) of the Act: Common Stock
Check whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 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
As of February 11, 2000 there were 10,400,000 shares of Common Stock, par value
$.001 per share, of the registrant outstanding.
<PAGE>
TABLE OF CONTENTS
Page
----
PART I FINANCIAL INFORMATION 3
Item 1. Financial Statements
Unaudited Consolidated Balance Sheet as of December 31, 1999 4
Unaudited Consolidated Statements of Operations for the three 5
and six months ended December 31, 1999 and 1998
Unaudited Consolidated Statements of Cash Flows for the six 6
Months ended December 31, 1999 and 1998
Notes to the Unaudited Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial Condition 13
And Results of Operations
Part II-Other Information:
Item 6. Exhibits 20
Ex. 10 Transfer agreement between Trade Centre Systems Pte Ltd
and Jebsen and Jessen Communications Pte Ltd
Ex. 27 Financial Data Schedule
Signatures 21
-2-
<PAGE>
PART I FINANCIAL INFORMATION
ITEM 1. Financial Statements
- ------ --------------------
For financial accounting purposes, as a result of the reverse acquisition by
Flexemessaging.com, Inc. (the "Company") of the business assets of Trade Wind
Communications Limited ("TWC"), consisting of the stock of Trade Wind Group Pty
Ltd., the financial statements presented herein are the consolidated financial
statements of the Company for the six months ended December 31, 1999 and 1998,
and the consolidated statements of loss and comprehensive loss for the three
months ended December 31, 1999
The Company has two divisions: Voice and Data Division and FlexiFax Division
operating under the trade name of FlexiFax Global Services. Voice and Data
Division is a specialist supplier and integrator of voice communication systems
and decision support applications for dealing rooms, emergency services and
other organizations with mission-critical needs. FlexiFax Division operates an
enhanced fax broadcast service over a global network. FlexiFax specializes in
quality fax broadcasts generated from customers' desktops for delivery to any
destination in the world.
-3-
<PAGE>
Flexemessaging.com, Inc
Consolidated Balance Sheets
Note Unaudited
31 December
1999
- --------------------------------------------------------------------------------
Assets $
Current
Cash 217,525
Receivables 2,767,835
Inventory - Raw materials 142,369
Inventory - Finished goods 163,251
---------
Costs on projects not yet billed 278,445
---------
3,749,425
---------
Capital assets 438,225
Goodwill 3,805
Other 25,745
---------
467,775
---------
4,037,200
- --------------------------------------------------------------------------------
Liabilities and Shareholders' Equity
Current
Trade Creditors 2,171,288
Sundry creditors and accruals 1,007,855
Customer deposits 272,188
Unearned maintenance revenue 213,407
Current portion of lease obligations 31,071
Loan payable on securitization of debt 106,089
---------
3,801,898
---------
Non Current
Non current portion of lease obligations 21,561
Loans payable 2 757,695
Employee entitlements payable 138,098
---------
917,354
---------
Total Liabilities 4,719,252
---------
Shareholders' Equity
Common Stock, $0.001 par value; 20,000,000 shares 10,400
Authorized; 10,400,000 shares issued
Preferred Stock, $0.001 par value; 5,000,000 shares
Authorized; no shares issued
Additional paid-in capital 4,825,393
Comprehensive income-foreign currency translation 3 181,532
Accumulated deficit (5,699,377)
----------
(682,052)
----------
4,037,200
- --------------------------------------------------------------------------------
The accompanying summary of significant accounting policies and notes form an
integral part of these financial statements.
-4-
<PAGE>
<TABLE>
<CAPTION>
Consolidated Statements of Loss and Comprehensive Loss
Note Unaudited Unaudited Unaudited Unaudited
Three Three Six months Six months
months months ended ended
ended ended 31 December 31 December
31 December 31 December 1999 1998
1999 1998
- ------------------------------------------------------------------------------------------------------
$ $ $ $
<S> <C> <C> <C> <C>
Revenues 3,950,865 1,815,329 6,028,155 4,296,269
Less:
Cost of Sales 2,553,135 1,021,128 3,602,655 2,359,504
----------- ----------- ----------- -----------
Gross Profit 1,397,730 794,201 2,425,500 1,936,765
Operating Expenses
Network operating costs 18,574 27,140 42,405 55,826
Selling,general and
administrative 1,424,742 1,043,562 2,778,730 2,169,056
Depreciation and amortization 134,707 120,689 244,600 227,806
Restructuring Costs 725,735 - 725,735
----------- ----------- ----------- -----------
Total operating expenses 2,303,758 1,191,391 3,791,470 2,452,688
----------- ----------- ----------- -----------
Loss from Operations (906,028) (397,190) (1,365,970) (515,923)
Other income/(expense)
Interest paid
- loans - short term (14,698) (16,903) (25,712) (25,308)
Interest received 6,882 4,747 8,194 6,882
----------- ----------- ----------- -----------
Loss for the year before income (913,844) (409,346) (1,383,488) (534,349)
tax
Income tax expense - - - -
----------- ----------- ----------- -----------
Net loss (913,844) (409,346) (1,383,488) (534,349)
Other comprehensive income, net
of tax
Foreign currency translation
adjustments 13,458 17,287 42,799 19,516
----------- ----------- ----------- -----------
Comprehensive loss (900,386) (392,059) (1,340,689) (514,833)
Net loss per share (0.09) (0.05) (0.13) (0.06)
Weighted average number of
shares 10,400,000 8,800,000 10,400,000 8,800,000
</TABLE>
The accompanying summary of significant accounting policies and notes form an
integral part of these financial statements.
-5-
<PAGE>
Consolidated Statements of Changes in Cash Flows
<TABLE>
<CAPTION>
Unaudited Unaudited
Six months ended Six months ended
31 December 31 December
1999 1998
- ----------------------------------------------------------------------------------------------------------------
Cash provided/(used) by: $ $
Operating Activities
Operations
<S> <C> <C>
Net loss for the year (1,383,488) (534,349)
Items not involving cash:
Amortization 244,600 227,806
Write down of network equipment 419,418
Changes in operating assets and liabilities:
Accounts receivable (868,121) 387,727
Inventory 750 (57,232)
Costs on projects not yet billed 178,339 343,677
Accounts payable and other
accruals 893,783 (1,464,691)
Income taxes (111) 1
Employee entitlement payable 6,247 7,705
----- -----
(508,583) (1089,356)
Investing Activities
Investments in:
Capital assets - net (41,951) (119,083)
-------- ---------
(41,951) (119,083)
Financing Activities
Loans raised 757,695 -
Loan payable on securitization of debt 31,654 (1,761)
Lease payments (6,527) (7,275)
Contribution of capital - 681,635
Distributions (133,675) -
--------- -
649,147 672,599
(Decrease)/Increase in cash 98,613 (535,840)
Cash at beginning of year 118,912 589,877
Cash at end of year 217,525 54,037
Supplemental non-cash investing and financing activities
Capital lease obligations - -
Interest 25,712 25,308
</TABLE>
The accompanying summary of significant accounting policies and notes form an
integral part of these financial statements.
-6-
<PAGE>
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Interim Financial Statements
The Consolidated interim financial statements included herein are
stated in US dollars and have been prepared by the Company, without
audit, in accordance with accounting principles generally accepted
in the United States and pursuant to the rules and regulations of
the Securities and Exchange Commission. Certain information and
footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the disclosures are
adequate to make the information presented not misleading.
These statements reflect all adjustments, consisting of normal
recurring adjustments which, in the opinion of management, are
necessary for fair presentation of the information contained
therein. It is suggested that these Consolidated interim financial
statements be read in conjunction with the financial statements of
Flexemessaging.com Inc for the year ended June 30, 1999 and notes
thereto included in the Company's registration on Form 10-SB, as
amended. The Company follows the same accounting principles in
preparation of interim reports.
Results of operations for the interim periods are not indicative of
annual results.
b. Organization
Trade Wind Communications Limited, a Bermudan corporation , listed
on the Canadian Venture Exchange (VSE: TWC) ("TWC") entered into a
business combination agreement ("Merger Agreement") on February 5,
1999 with Flexemessaging.com, Inc. (previously Siler Ventures Inc. ,
"SVI") and Atlantic International Capital Holdings Ltd. ("AICH") to
complete a reverse acquisition of Flexemessaging.com, Inc and a
financing arrangement of $3,660,000 through the sale of
Flexemessaging.com, Inc. common stock pursuant to an exemption from
the registration requirements of the Securities Act of 1933, as
amended. TWC owned all of the stock in Trade Wind Group Pty Ltd
(TWG) which controlled all the business assets.
On February 5, 1999, SVI entered into an acquisition agreement with
Trade Wind Communications Limited ("TWC"), a Bermudan corporation
listed on the Canadian Venture Exchange, to purchase all of its
business assets, consisting of the stock of Trade Wind Group Pty
Limited ("TWG"), a wholly-owned subsidiary of TWC, incorporated on
September 6, 1988. SVI was a non-operating public shell with no
tangible assets and 500,000 shares of common stock outstanding. This
merger of TWG and SVI (a non-operating public shell with a tangible
asset value of nil) resulted in TWG having actual or effective
operating control of the combined Company after the transaction. As
a result, this transaction has been treated as a capital transaction
in substance, rather than a business combination and has been
accounted for as a reverse acquisition. Any references to past
accomplishments of the Company and its financial information, prior
to the acquisition, relate solely to TWG, as combined, since SVI
(now known as Flexemessaging.com, Inc.) has been inactive for
several years. SVI acquired the assets of TWG in exchange for the
issuance of 8.8 million shares of common stock. This valuation was
based on arms length negotiation driven by ultimate ownership
principles. A forward valuation (a valuation arrived at by applying
a revenue multiple to the Company's future revenue stream) based on
future revenues was determined and from this capitalization model,
the total outstanding common stock was calculated. Thereafter, the
respective equity ownership positions were negotiated.
Pursuant to the Merger Agreement, the Company entered into an
agreement with AICH, a Bermudan corporation, with the objective of
performing two tasks. First, AICH was to identify an acquisition
candidate and secondly AICH was to arrange for funding for the
Company. Pursuant to that agreement, AICH identified SVI as an
acquisition vehicle and assisted the Company in structuring and
concluding the reverse acquisition. In return, the shareholders of
SVI were allocated 500,000 of the Company's common stock after it
had been recapitalized. The fair value
-7-
<PAGE>
of the assets and liabilities assumed in the reverse acquisition
were nil. AICH has also assisted the Company in seeking financing of
$3,660,000 through the sale of the Company's common stock utilizing
private placements. AICH has made an interim placement of 300,000
shares of common stock of Flexemessaging.com, Inc. for $750,000.
Per the Merger Agreement, AICH is expected to place the balance of
the $3,660,000 financing through the sale of Flexemessaging.com,
Inc.'s common stock pursuant to future private placements. As a
condition of the Merger Agreement with AICH, 600,000 shares of the
Company's common stock were issued to AICH as performance shares for
arranging future financing. These performance shares are subject to
a lockup agreement signed by AICH whereby shares will be released
from the lockup agreement in proportion to the funds raised by AICH,
subject to a minimum of $1 million. The funding minimum was not
raised within the required 70 days as a result of various delays
concerning the Merger Agreement with the US shell company, SVI. The
treatment of these performance shares is under review by the board
pending the result of the latest capital raising activity by AICH
and remain subject to possible cancellation if the terms and
conditions of the agreement are not met.
Flexemessaging.com, Inc. is incorporated under the laws of Idaho.
Its stock is traded on the Over the Counter Bulletin Board market,
but is not registered with the US Securities and Exchange Commission
or the securities commission of any state. Included in the issued
stock are 600,000 shares of common stock beneficially owned by AICH.
These shares are held in escrow and will be subject to performance
by AICH under the terms of the Merger Agreement. The performance
terms have not been met and the contract is currently under review
by management.
TWC is a holding company that did not carry on any operations. Its
only expenditures were in relation to investor relations and stock
exchange compliance relating to its capital stock as listed on the
Canadian Venture Exchange. As a result, all costs of doing business
(i.e. officer and employee salaries, rent, depreciation,
advertising, accounting, legal, interest expense) have been
reflected in the financial statements of TWG.
TWG's principal activity comprises the manufacture and sale of
telecommunication equipment and the provision of communication
services. The majority of sales to date have been concentrated in
Australia , however with the expansion of its communication services
to Europe and North America, the Company is developing a global
profile.
These financial statements are stated in US dollars and have been
prepared in accordance with generally accepted accounting principles
in United States.
These unaudited financial statements present figures for the Company
for the three and six months ended December 31, 1999, and 1998.
-8-
<PAGE>
c. Going Concern
The accompanying financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the
satisfaction of liabilities and commitments in the normal course of
business.
The Company has incurred cumulative losses to date of $5,699,377
which includes a net loss (after extraordinary items) for the
current period of $1,383,488. The Company anticipates raising
additional capital to meet its planned operational and expansion
requirements over the remaining part of the fiscal year ending June
30, 2000. Should the appropriate level of funding not become
available, then the Company will have to reduce its costs employed
in various areas including its global expansion activities, network
expansion, new channel marketing initiatives, R&D, sales and general
marketing activities to a cost level which will meet the anticipated
cash needs for working capital and capital expenditure requirements.
Thereafter if the Company's operation does not begin to deliver
positive cashflows in amounts enough to satisfy the Company's
requirements then it will be necessary for the Company to raise
additional funds through bank debt, equity funding, partnering with
others to share overheads, or undertake appropriate divestment
strategies of certain technologies for equity or cash, or through
other sources of capital. Additional funding may not be available,
or may not be available on terms and timing acceptable to the
Company, which could have a material adverse effect on the Company's
financial position, its overall business and the result of the
Company's operations.
The market for fax and messaging is very competitive and the Voice
and Data business, with its large contracts is very influenced by
the economic conditions pertaining in Australia at the time. The
Company does not expect this to change and in fact expects it to
require even greater effort to overcome in the future. The Company
will therefore continue to have the need for additional funding
until it reaches significant levels of revenue and margin to become
cashflow positive.
d. Loss per share
Basic earnings per share is computed by dividing the net loss by the
weighted average number of stock of common stock outstanding each
year. For the six months ended December 31, 1999 and 1998 there were
no common stock equivalents. Net loss per share is calculated
assuming recapitalization occurred at the beginning of the earliest
period shown. As the 600,000 shares directly or indirectly
beneficially owned by AICH are performance based, they have been
excluded from the weighted average number of shares.
NOTE 2: LOANS PAYABLE
AICH as Agent, has advanced bridge financing in the sum of $499,500,
in return for an unsecured promissory note of Flexemessaging.com
Inc. The loan bears interest at the rate announced, from time to
time, by Nationsbank N.A. as its prime rate, plus 200 basis points,
per annum. Interest is calculated on the basis of a 360-day year,
but only to the extent that the unpaid principal remains
outstanding. Interest accrues and is payable from the day that the
Company receives net proceeds of not less than $1,500,000 from the
offering described in Note 5. The promissory note is to be repaid on
the later of commencement of trading of securities of the Company on
the American Stock Exchange, NASDAQ or another national exchange
acceptable to the Company, or December 21, 1999. The note may be
prepaid at any time without penalty or premium.
The balance of the loan funds are unsecured with no fixed terms of
repayment and do not attract interest.
-9-
<PAGE>
NOTE 3: COMPREHENSIVE INCOME - FOREIGN CURRENCY TRANSLATION
In accordance with SFAS 130, the accumulated comprehensive income comprises the
following:
Accumulated comprehensive income
Balance at beginning of period 138,733
Foreign currency translation adjustments 42,799
-------
Balance at end of period 181,532
NOTE 4: SEGMENTED FINANCIAL INFORMATION
The Company operates two business divisions, Voice and Data and FlexiFax . The
Voice and Data Divisionis a specialist supplier and integrator of voice
communications systems and decision support applications for dealing rooms,
emergency services dispatch and similar operations. FlexiFax operates an
enhanced fax broadcast system. It is not considered necessary to show geographic
segmented financial information as revenues generated from countries other than
Australia are not considered significant and represent less than 10% of total
revenue. The accounting principles used to report the segment amounts is the
same as that used to report the financial statements. Segmented financial
information for these two divisions follows:
For the three months ended December 31, 1999
<TABLE>
<CAPTION>
Voice and
Data FlexiFax Head Office Consolidated
<S> <C> <C> <C> <C>
Revenue 3,103,854 847,011 -- 3,950,865
---------- ---------- ---------- ----------
Amortization 31,331 96,636 6,740 134,707
---------- ---------- ---------- ----------
Segment operating profit/(loss) 225,268 (1,020,145) (111,151) (906,028)
---------- ---------- ---------- ----------
Identifiable assets 3,151,820 651,169 234,211 4,037,200
---------- ---------- ---------- ----------
</TABLE>
For the three months ended
December 31, 1998
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Revenue 1,071,167 744,162 - 1,815,329
-----------------------------------------------------
Amortization 26,287 91,853 2,549 120,689
-----------------------------------------------------
Segment operating profit/(loss) (128,233) (249,013) (19,944) (397,190)
-----------------------------------------------------
Identifiable assets 1,839,389 1,205,656 259,360 3,304,405
-----------------------------------------------------
</TABLE>
-10-
<PAGE>
For the six months ended December 31, 1999
<TABLE>
<CAPTION>
Voice and
Data FlexiFax Head Office Consolidated
<S> <C> <C> <C> <C>
Revenue 4,229,231 1,798,924 -- 6,028,155
---------- ---------- ---------- ----------
Amortization 62,720 168,380 13,500 244,600
---------- ---------- ---------- ----------
Segment operating profit/(loss) 100,841 (1,303,102) (163,709) (1,365,970)
---------- ---------- ---------- ----------
Identifiable assets 3,151,820 651,169 234,211 4,037,200
---------- ---------- ---------- ----------
</TABLE>
For the six months ended December 31, 1998
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Revenue 2,705,828 1,590,441 -- 4,296,269
---------- ---------- ---------- ----------
Amortization 57,806 164,765 5,235 227,806
---------- ---------- ---------- ----------
Segment operating profit/(loss) (72,175) (403,443) (40,305) (515,923)
---------- ---------- ---------- ----------
Identifiable assets 1,839,389 1,205,656 259,360 3,304,405
---------- ---------- ---------- ----------
</TABLE>
NOTE 5: EVENTS SUBSEQUENT TO BALANCE SHEET DATE
On August 30, 1999, the Company through AICH, has made an offering of 500,000
shares of the Company's common stock at $3.75 per share for the raising of net
proceeds of $1,725,000 by way of private placement. This offering is being made
pursuant to the limited and private offering exemption set forth in Rule 506 of
Regulation D under the US Securities Act of 1933, as amended ("the Act"), and
comparable exemptions from registration under applicable state securities laws.
Accordingly, the securities to be offered will not be and have not been
registered under the Act and may not be offered or sold in the U.S. absent
registration or an applicable exemption from registration. The securities will
be offered only to investors who are accredited investors (as that term is
defined in Regulation D of the Securities Act). The Offering has no aggregate
minimum purchase requirement. This offering is to close 180 days from the
offering date or until all shares are sold whichever is the earlier. No shares
were subscribed for under this offering.
NOTE 6: RESTRUCTURING COSTS
One of the core management objectives has been to re-position the Company more
towards a broad based messaging service and away from the heavy reliance on fax
running on a proprietary fax network. This plan would involve the closure of the
existing proprietary fax network and the cessation of use of the related network
equipment and resources. This is considered to be a closure of the existing
proprietary fax delivery network and the cessation of use of the related network
equipment and resources. This is considered to be a closure of part of a line of
business. Currently only customer bases in the UK, Canada, USA, Switzerland and
Singapore are affected by this closure. Revenues from this service comprise less
than 9% of FlexiFax's total revenues.
-11-
<PAGE>
In connection with this plan the Company signed an exclusive agreement on
December 2, 1999, with Premiere Information Systems Pty Ltd ("Premiere"), a
subsidiary of Premiere Technologies Inc., a communications company based in
Atlanta, Georgia whereby the Company would outsource the delivery of its fax
traffic to the Premiere network. This agreement provides for Premiere to
transmit all fax broadcast traffic for the Company for a period of 12 to 24
months subject to certain service and pricing criteria. The customer bases in
the UK, Canada, the USA, Switzerland and Singapore (representing the
discontinued and/or outsourced service) will now be serviced by Premiere with
the Company receiving a commission on revenues generated for the next 24 months.
FlexiFax will still provide enhanced fax and email broadcast services to their
existing customers, namely Australia and New Zealand, which comprise 92% of the
segment's revenue. The Company is still billing the remaining customers that
have not been affected and the manner in which they transact with the Company is
unaltered.
As a result, with effect from December 1, 1999 all expenses in respect of
network operations (leased network backbone circuit expenses, facilities
management, software and hardware expenses and maintenance, network staff
resources) will not be continued.
The costs and liabilities of this plan includes:
<TABLE>
<CAPTION>
Expensed Applied against Payments Balance
related asset Dec 31, 1999
<S> <C> <C> <C> <C>
Assumed obligations on closed 188,723 (50,116) 138,607
network operations
Severance and other employee 117,594 (19,500) 98,094
costs (3 employees)
Impairment loss on network 419,418 (419,418) -- --
equipment
725,735 (419,418) (69,616) (236,701)
</TABLE>
Accrued liabilities for network operations in the amount of $138,607 as of
December 31, 1999 relate to termination costs of contracts and other contractual
agreements with third parties.
Estimated severance and other employee costs in the amount of $98,094 as of
December 31, 1999 relate to estimated severance for terminated employees.
Employee groups affected include management and network support personnel. As of
December 31, 1999 the accrual related to one senior employee.
The impairment loss on network equipment relates to network equipment that is to
be abandoned or otherwise disposed of. These assets are no longer being used in
the continued operations of the Company.
On December 16, 1999 Trade Centre Systems Holdings Pte Ltd ("TCSH"), an
indirectly wholly owned subsidiary of the Company, operating in Singapore
entered into an agreement with Jebsen and Jessen Communications Pte Ltd ("J&J").
Under the agreement TCSH has transferred its Voice & Data business to J&J in
return for revenue based commissions on sales and maintenance through to October
31, 2000. J&J have agreed to offer employment to certain of the employees of
TCSH. TCSH has agreed to provide J&J with certain stock and spare parts in order
to perform the maintenance function as well providing client site configuration
details. This agreement relates to the transfer/disposal of a geographical
portion of a segment and does not constitute a discontinued operation. This
transfer will not have a material impact on the performance of the Company as
the anticipated commission revenue stream represents less than 5% of the
Company's total revenues.
-12-
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The Company cautions readers regarding certain forward looking statements in the
following discussion and elsewhere in this document or any other statement made
by, or on the behalf of the Company, whether or not in future filings with the
Securities and Exchange Commission. Forward-looking statements are not based on
historical information but relate to future operations, strategies, financial
results or other developments. Forward looking statements are necessarily based
upon estimates and assumptions that are inherently subject to significant
business, economic and competitive uncertainties and contingencies, many of
which are beyond the Company's control and many of which, with respect to future
business decisions, are subject to change. These uncertainties and contingencies
can affect actual results and could cause actual results to differ materially
from those expressed in any forward looking statements made by, or on behalf of,
the Company. The Company disclaims any obligation to update forward-looking
statements.
The core elements of the Company's business are messaging and communications,
represented by the Company's two operating divisions, FlexiFax and Voice & Data.
The Company offers a range of quality products and solutions in both of these
markets. The expansion of digital messaging is particularly strong and the
FlexiFax Division is rapidly broadening its offerings to meet customer demand.
Similarly, in the systems market, the convergence of computer technology with
telecommunications infrastructures has created a demand for ever-increasing
functionality. The Voice & Data Division markets a range of products designed to
take advantage of some of these opportunities within its targeted niches of
financial trading, command/control centers and call centers.
As a result of the reverse acquisition of TWG by the Company in February 1999,
the financial information and financial statements presented herein are those of
TWG, the accounting acquirer. Thus, the financial position and results of
operation of the Company were recorded in Australian dollars, the functional
currency, and have been converted to US dollars.
One of the core management objectives has been to re-position the Company more
towards a broad based messaging service and away from the heavy reliance on fax
running on a proprietary fax network. This plan would involve the closure of the
existing proprietary fax network and the cessation of use of the related network
equipment and resources. This is considered to be a closure of the existing
proprietary fax delivery network and the cessation of use of the related network
equipment and resources. This is considered to be a closure of part of a line of
business. Currently only customer bases in the UK, Canada, USA, Switzerland and
Singapore are affected by this closure. Revenues from this service comprise less
than 9% of FlexiFax's total revenues.
In connection with this plan the Company signed an agreement on December 2,
1999, with Premiere Information Systems Pty Ltd ("Premiere"), a subsidiary of
Premiere Technologies Inc., a communications company based in Atlanta, Georgia
whereby the Company would outsource the delivery of its fax traffic to the
Premiere network.This agreement provides for Premiere to transmit all fax
broadcast traffic for the Company for a period of 12 to 24 months subject to
certain service and pricing criteria. The customer bases in the UK, Canada, the
USA, Switzerland and Singapore (representing the discontinued and/or outsourced
service) will now be serviced by Premiere with the Company receiving a
commission on revenues generated for the next 24 months.
FlexiFax will still provide enhanced fax and email broadcast services to their
existing customers, namely Australia and New Zealand, which comprise 92% of the
segment's revenue. The Company is still billing the remaining customers that
have not been affected and the manner in which they transact with the Company is
unaltered.
As a result, with effect from December 1, 1999 all expenses in respect of
network operations (leased network backbone circuit expenses, facilities
management, software and hardware expenses and maintenance, network staff
resources) will not be continued.
-13-
<PAGE>
On December 16, 1999 Trade Centre Systems Holdings Pte Ltd ("TCSH"), an
indirectly wholly owned subsidiary of the Company, operating in Singapore
entered into an agreement with Jebsen and Jessen Communications Pte Ltd ("J&J").
Under the agreement TCSH has transferred its Voice & Data business to J&J in
return for revenue based commissions on sales and maintenance through October
31, 2000. J&J have agreed to offer employment to certain of the employees of
TCSH. TCSH has agreed to provide J&J with certain stock and spare parts in order
to perform the maintenance function as well providing client site configuration
details. This agreement relates to the transfer/disposal of a geographical
portion of a segment and does not constitute a discontinued operation. This
transfer will not have a material impact on the performance of the Company as
the anticipated commission revenue stream represents less than 5% of the
Company's total revenues.
Results of operations and financial position for the three months ended December
31, 1999 and 1998
Management's discussion and analysis of operations for the period ended December
31, 1999 and 1998 are on the converted US dollar figures. References have been
made to certain figures before taking into account the effect of the foreign
currency translation adjustment where necessary.
Consolidated Results of Operations
Consolidated revenues increased by 118% to $3,950,865 for the three months ended
December 31, 1999, as compared to $1,815,329 for the three months ended December
31, 1998. As a result of increased sales volumes, cost of sales increased to
$2,553,135 from $1,021,128 in the prior period. Cost of sales as a percentage of
revenue increased to 65%, up from 56% in the corresponding period. Total
operating expenses before restructuring costs increased 32% to $1,578,023 from
$1,191,391 in the prior period. Total operating expenses after restructuring
costs increased 93% to $2,303,758 from $1,191,391 in the prior period. The net
loss before restructuring costs for the three months ended December 31, 1999 was
$188,109, which was down from the net loss reported for the three months ended
December 31, 1998 of
$409,346. As a result of the restructuring costs, the net loss for the three
months ended December 31, 1999 was $913,844, which was up from the net loss
reported for the three months ended December 31, 1998 of $409,346.
A detailed explanation of the results by operating division follows.
FlexiFax Division
Revenues. Revenue increased 14% to $847,011 for the three months ended December
31, 1999 from $744,162 for the three months ended December 31, 1998. Revenues
generated in countries outside of the US increased by 14%, which is lower than
the previous quarter increase as a result of the transaction with Premiere. As a
result of the outsourcing of our network, the Company will only report a
percentage of the revenue generated by the customer base, now serviced by
Premiere. It is uncertain what future level of revenue is to be received from
Premiere as it is based on future levels of transaction activity generated from
the former customer base that has now been migrated to Premiere. In other words,
revenue will only be earned by the Company, if Premiere has generated revenue
from the said customer base, which is dependent on those customers using the
service.
Cost of sales. Cost of sales comprises local access charges, leased network
backbone circuit expenses, line rental, distributors' commission, software
maintenance and support, and domestic, long distance and international
termination charges. These are variable costs based on actual volumes. Cost of
sales amounted to $462,797 for the three months ended December 31, 1999 compared
to $505,482 for the prior period. Cost of sales as a percentage of revenue
decreased to 55% for the three months ended December 31, 1999, compared to 68%
for the corresponding period, mainly as a result of lower termination pricing
being negotiated with carriers. Note that from December 1999, cost of sales will
only include distributors' commission, software maintenance and support, and
domestic, long distance and international termination charges.
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Total operating expenses. Total operating expenses consist of expenses
associated with staff, premises, communications, travel, group management fees,
depreciation, restructuring costs and other expenses incurred in running the
operation. Total operating expenses before restructuring costs for the three
months ended December 31, 1999 amounted to $705,911 compared to $589,264 in the
corresponding period. Significant expenses were incurred in connection with the
establishment of a direct office in London in the amount of $94,050 for the
three months ended December 31, 1999. The balance of the increase in expenditure
resulted mainly from increased staff costs, largely as a result of the
establishment of the Flexemedia Division which disseminates news releases.
Depreciation decreased to $96,636 for the three months ended December 31, 1999,
compared to $91,853 in the prior period. Restructuring costs have been incurred
as a result of closing down the Company's network and releasing some employees
in connection with the agreement with Premiere, whereby the end delivery of
transmissions will be performed by Premiere. Restructuring costs amounted to
$725,735 in the three months ended December 31, 1999. Total operating expenses
after restructuring costs for the three months ended December 31, 1999 amounted
to $1,431,646 compared to $589,264 in the corresponding period.
Voice and Data Division
Revenues. Revenues consist of sales from systems integration solutions for
voice, call centre, electronic display, paging, call recording and data
applications. Revenues increased 190% to $3,103,854 for the three months ended
December 31, 1999, from $1,071,167 for the three months ended December 31, 1998.
The increase is mainly attributable to turret system sales of $2,161,380
resulting from the Division entering into an agreement with IPC as its
Australian distributor for its products as compared to $261,460 generated in the
comparative period. The agreement with IPC is expected to generate further
positive results in this fiscal year, with turret systems sales forecasted to be
significantly higher than for the fiscal 2000 year.
Cost of sales. Cost of sales consists of the purchase of third party product,
necessary to complete the systems integration solution. Cost of sales for the
three months ended December 31, 1999 amounted to $2,090,338 compared to $515,646
for the comparative quarter as a result of increased sales volumes. Cost of
sales as a percentage of revenue increased to 67% for the current fiscal period
down from 48% for the three months ended December 31, 1998. The increased
percentage is a result of supplying larger project system sales as opposed to
providing a larger proportion of relocation and ancillary support and
maintenance services to the V Band voice customer base, as well as a change in
the overall revenue mix, where different product groups attract different gross
margins. It is envisaged that the margins will be maintained around these
levels. The decrease in the margin is as a result of more turret system sales
being concluded in this period as compared to the prior period where mainly
moves, adds and changes were performed with very little turret system sales
being concluded. The turret system sales generate higher revenue but lower
margins as compared to moves, adds and changes. Increased turret system sales
was the desired effect in signing the IPC distribution agreement. The Company is
subject to a performance criterion of $2 million sales per year under this IPC
distribution agreement.
Total operating expenses. Total operating expenses consist of expenses
associated with staff, premises, communications, travel, group management fees,
depreciation and other expenses incurred in running the operation. Total
operating expenses for the three months ended December 31, 1999 amounted to
$760,961 compared to $582,183 in the corresponding period. Depreciation was
$31,331 for the three months ended December 31, 1999, compared to $26,287 in the
prior period.
Results of operations and financial position for the six months ended December
31, 1999 and 1998
Management's discussion and analysis of operations for the period ended December
31, 1999 and 1998 are on the converted US dollar figures. References have been
made to certain figures before taking into account the effect of the foreign
currency translation adjustment where necessary.
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<PAGE>
Consolidated Results of Operations
Consolidated revenues increased by 40% to $6,028,155 for the six months ended
December 31, 1999, compared to $4,296,269 for the six months ended December 31,
1998. As a result of increased sales volumes Cost of sales increased to
$3,602,655, from $2,359,504 in the prior period. Cost of sales as a percentage
of revenue increased to 60%, up from 55% in the corresponding period. Total
operating expenses before restructuring costs increased 25% to $3,065,735 from
$2,452,688 in the prior period. Total operating expenses after restructuring
costs increased 55% to $3,791,470 from $2,452,688 in the prior period.The net
loss before restructuring costs for the six months ended December 31, 1999 was
$657,753, which was up from the amount reported for the six months ended
December 31, 1998 of $534,349. Anet loss after restructuring costs for the six
months ended December 31, 1999 of $1,383,488 was reported, which was up from the
net loss reported for the six months ended December 31, 1998 of $534,349.
A detailed explanation of the results by operating division follows.
FlexiFax Division
Revenues. FlexiFax revenues increased 13% to $1,798,924 for the six months ended
December 31, 1999 from $1,590,441 for the six months ended December 31, 1998.
Revenues generated in countries outside of the US increased by 13%. As a result
of the outsourcing of our network, the Company will only report a percentage of
the revenue generated by the customer base, now serviced by Premiere. It is
uncertain what future level of revenue is to be received from Premiere as it is
based on future levels of transaction activity generated from the former
customer base that has now been migrated to Premiere. In other words, revenue
will only be earned by the Company, if Premiere has generated revenue from the
said customer base, which is dependent on those customers using the service.
Cost of sales. Cost of sales comprises local access charges, leased network
backbone circuit expenses, line rental, distributors' commission, software
maintenance and support, and domestic, long distance and international
termination charges. These are variable costs based on actual volumes. Cost of
sales amounted to $1,009,448 for the six months ended December 31, 1999 compared
to $1,034,597 for the prior period. Cost of sales as a percentage of revenue
decreased to 56% for the six months ended December 31, 1999, compared to 65% for
the corresponding period, mainly as a result of lower termination pricing being
negotiated with carriers. From December 1999, cost of sales will only include
distributors' commission, software maintenance and support, and domestic, long
distance and international termination charges.
Total operating expenses. Total operating expenses consist of expenses
associated with staff, premises, communications, travel, group management fees,
depreciation, restructuring costs and other expenses incurred in running the
operations. Total operating expenses before restructuring costs for the six
months ended December 31, 1999 amounted to $1,366,843 as compared to $959,288 in
the corresponding period. Significant expenses were incurred in connection with
the establishment of an office in London amounting to $178,743 for the six
months ended December 31, 1999. The balance of the increase in expenditure
resulted mainly from increased staff costs, largely as a result of the
establishment of the Flexemedia division, which disseminates news releases.
Depreciation decreased to $148,380 for the six months ended December 31, 1999,
compared to $164,765 in the prior period. Total operating expenses after
restructuring costs for the six months ended December 31, 1999 amounted to
$2,092,578 as compared to $959,288 in the corresponding period.
Voice and Data Division
Revenues. Revenues consist of sales from systems integration solutions for
voice, call centre, electronic display, paging, call recording and data
applications. Revenues increased 56% to $4,229,231 for the six months ended
December 31, 1999, from $2,705,828 for the six months ended December 31, 1998.
The increase is mainly attributable to turret system sales of $2,264,338
resulting from the Division entering into an agreement with IPC as its
Australian distributor for its products as compared to $1,408,994 being
generated in the comparative period. The agreement with IPC is expected to
generate further positive results in this fiscal year, with significantly higher
turret systems sales forecasted.
16
<PAGE>
Cost of sales. Cost of sales consists of the purchase of third party product,
necessary to complete the systems integration solution. Cost of sales for the
six months ended December 31, 1999 amounted to $2,593,207 as compared to
$1,324,907 for the comparative quarter as a result of increased sales volumes.
Cost of sales as a percentage of revenue increased to 62% for the current fiscal
period down from 49% for the six months ended December 31, 1998. The increased
percentage is a result of supplying larger project system sales as opposed to
providing a larger proportion of relocation and ancillary support and
maintenance services to the V Band voice customer base, as well as a change in
the overall revenue mix, where different product groups attract different gross
margins. It is envisaged that the margins will be maintained around these
levels. The decrease in the margin is as a result of more turret system sales
being concluded in this period as compared to the prior period where mainly
moves, adds and changes were performed with very little turret system sales
being concluded. The turret system sales generate higher revenue but lower
margins as compared to moves, adds and changes. Increased turret system sales
was the desired effect in signing the IPC distribution agreement. The Company is
subject to a performance criterion of $2 million sales per year under this IPC
distribution agreement.
Total operating expenses. Total operating expenses consist of expenses
associated with staff, premises, communications, travel, group management fees,
depreciation and other expenses incurred in running the operations. Total
operating expenses for the six months ended December 31, 1999 amounted to
$1,535,183 as compared to $1,453,095 in the corresponding period. Depreciation
was $62,720 for the six months ended December 31, 1999, as compared to $57,806
in the prior period.
Liquidity and Capital Resources
The Company's consolidated financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the settlement
of liabilities in the normal course of business. In connection with their report
on our consolidated financial statements for the years ended June 30, 1999 and
1998, BDO Nelson Parkhill, our independent auditors, expressed substantial doubt
about our ability to continue as a going concern because of recurring net losses
and negative cash flows from operations.
Our current cash requirements to satisfy the management objectives outlined
above as well as to provide working capital and sustain our operations for the
next fiscal year are estimated to be $1,100,000. We expect that these
requirements will be provided from the following sources :
o Sales of the accounts receivable of the FlexiFax Division under a working
capital based factoring facility established with Scottish Pacific
Business Finance Pty Ltd (see below for details)
o Cash profits generated from the Voice & Data Division
The Company anticipates raising additional capital of $ 3.66 million with the
assistance of AICH by means of private placement.
If the private placement is not completed, the Company will:
o Restructure certain business activities in order to reduce the negative
cash flows and to transform loss making operations into profitable ones.
This would be achieved by cost reduction and identifying areas that could
provide efficiency with an outsourced solution.
Thereafter, if the Company's operations do not begin to deliver positive
cashflows in amounts enough to satisfy the Company's requirements, then it will
be necessary for the Company to source alternative funds through bank debt,
equity funding, partnering with others or undertake appropriate divestment
strategies of certain technologies for equity or cash. Additional funding may
not be available, or may not be available on terms and timing acceptable to the
Company, which could have a material adverse effect on the Company's financial
position, its overall business and the result of the Company's operations.
The market for fax and messaging is very competitive and the Voice and Data
Division, is heavily influenced by the economic conditions existing in Australia
at the time. The Company does not expect this to change and in fact expects that
even greater effort will be needed in the future. The Company's need
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<PAGE>
for additional funding will continue until it reaches significant levels of
revenue and margin to become cashflow positive.
The Company has financed its cash requirements for operations and investments in
capital assets mainly through private sales of equity securities and loan
finance.
AICH were engaged by the Company to raise up to $3.66 million through private
placements. In July 1999, AICH has provided a bridge loan for US$500,000 secured
by a promissory note, accruing interest only after AICH had raised minimum net
capital of $1.5 million for the Company. The promissory note will be repaid out
of proceeds of the intended private placement capital raising of $3.66 million,
once the Company is listed on a national exchange such as American Stock
Exchange, NASDAQ or other national exchange. AICH was expected to arrange for
the share placement with one or more brokers, fund managers or other accredited
parties. The Company is not party to any plan to place shares with one or
another particular person or group.
In September 1997, the Company arranged an unlimited working capital-based
facility with Scottish Pacific Business Finance Limited ("Scottish Pacific"), in
respect of the Australian domiciled customers of FlexiFax Global Services. In
accordance with Scottish Pacific lending criteria, this facility has been
secured by a lien over the assets of Trade Wind Marketing Pty Ltd (a wholly
owned subsidiary of Trade Wind Group Pty Ltd) as well as guarantees by Trade
Wind Group Pty Ltd and its subsidiaries. Interest is charged at the highest of
the prevailing rates of either Westpac Banking Corporation, Australia and New
Zealand Banking Group Limited or National Australia Bank Limited plus a margin
of 2%. The prevailing interest rate at June 30, 1999 was 10.93% (1998: 11.06%).
Funds under the facility are advanced based on sales invoices with repayment of
such advanced funds being made from payments received relating to the invoices
and other working capital and external sources. The outstanding balance owing to
Scottish Pacific as at December 31, 1999 was $106,089. The original term of this
agreement was for a 12 month period with automatic renewal. This agreement may
be terminated by Scottish Pacific by giving one month's notice or by the Company
giving three month's notice. If this facility were terminated by the Company,
paying off the outstanding balance would result in the Company having direct
access to all the receipts on the outstanding invoices, for working capital
purposes.
As a result of operating losses, cash used in operating activities amounted to
$508,583 for the six months ended December 31, 1999, as compared to $1,089,356
for the six months ended December 31, 1998. Accounts receivable increased to
$2,767,835 from $1,899,714 for the six months ended December 31, 1998 mainly as
a result of increased sales volumes in the second quarter. Accounts payable and
other accruals increased by $893,783 as compared to a decrease of $1,464,691 in
the prior comparative period, mainly as a result of increased sales activity in
the second quarter as well as some of the funding received going towards
reducing the payables to an acceptable level in the prior period.
Cash used in investing activities, consisting primarily of the purchase of
capital assets, amounted to $41,951for the six months ended December 31, 1999,
and $119,083 in the corresponding period in 1998.
Cash generated from financing activities, amounted to $649,147 as compared to
$672,599 in the prior period primarily as a result of unsecured loans in the
amount of $757,695. In the prior period, TWC contributed capital in the amount
of $681,635.
Uncertainty due to the Year 2000 Issue
The Year 2000 Issue arises because many computerized systems use two digits
rather than four to identify a year. Date-sensitive systems may recognize the
year 2000 as 1900 or some other date, resulting in errors when information using
year 2000 dates is processed. In addition, similar problems may arise in some
systems which use certain dates in 1999 to represent something other than a
date. The effects of the Year 2000 Issue may be experienced before, on, or after
January 1, 2000, and, if not addressed, the impact on operations and financial
reporting may range from minor errors to significant systems failure which could
affect an entity's ability to conduct normal business operations. It is not
possible to be certain that all aspects of the Year 2000 Issue affecting the
entity, including those related to the efforts of customers, suppliers, or other
third parties, will be fully resolved.
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<PAGE>
The Company has formulated a Y2K compliance program to test and has successfully
tested the Company's products and services for compliance. All the Company's
principals who supply products have been asked for a compliance statement.
However in the telecommunications environment, individual products may be
compliant but their operation as a whole also depends on third parties over
which the Company has no control or in some cases even input.
The cost to the Company of the Y2K compliance program has not be separated but
been written off into general operating expenses and leasing costs (for
equipment upgrade). As of March 17, 2000 the Company has not experienced any
material effect or delay as a result of the Y2K issue.
Flexifax Division. As a result of the Premiere transaction (whereby Flexifax
outsources final delivery of their fax traffic to the Premiere network) the Y2K
risk lies primarily with the Premiere network readiness. Flexifax has asked (and
has received) from Premiere a Y2K compliance status and fall back plan. To date,
the Company has not experienced any difficulties with delay or material adverse
effects from the services provided by Premiere as a result of Y2K.
Voice and Data Division. Any software designed by the Company over the last year
has been Y2K compliant. The equipment distributed from the Company's principals
have also undergone test simulations for Y2K of the generic product. Similar
tests were not done at client's sites but the Company believes most clients are
conducting their own compliance programs. To date, the Company has not
experienced any difficulties with delay or material adverse effects as a result
Y2K.
The Y2K compliance position of following products (excluding any PCs owned or
supplied by the customer) sold to, or used in customer premises, by the Voice
and Data over the 12 months are as listed below:
V Band products - Not date dependent - compliant
IPC Products - Complient by purchasing upgrade.
CSK Systems - Supplier certificated
Dictaphone - Supplier certificated (with one minor exception currently being
addressed)
Multitone - Supplier certificated
Rockwell (ACD and Transcend) - Supplier certificated
Voicetek - Supplier certificated
Witness Systems - Supplier certificated
Webline - Supplier certificated
NxOrc - Supplier certificated
Company designed products:
Clarity - Compliant
ASX software interface has been tested for compliance.
Other designs and interfaces - Not date dependent.
The Flexifax billing system has been tested for compliance by simulated date
change.
Internal Company Systems
To date, none of the Company's internal systems have experienced any problems or
delays as a result of Y2K. PCs purchased over at least a year ago by the Company
have been compliant and PC's used in the Company's accounting area are Y2K
compliant.
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Part II OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
* 10 Transfer agreement between Trade Centre Systems Pte
Ltd and Jebsen and Jessen Communications Pte Ltd
* 27 Financial Data Schedule
(b) Reports on Form 8-K
None.
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* previously filed
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
FLEXEMESSAGING.COM, INC.
(Registrant)
Date: April 24, 2000
/s/ Nicholas Bird
------------------------------
Nicholas Bird, President
