<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
(MARK ONE)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED MARCH 31, 2000
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM ______________ TO ______________
COMMISSION FILE NUMBER 0-7722
NUMEX CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 06-1034587
(State of other jurisdiction (I.R.S. Employer Identification Number)
of incorporation or organization)
2329 SOUTH PURDUE AVENUE
LOS ANGELES, CALIFORNIA 90064
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (310) 914-3007
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: COMMON STOCK, PAR
VALUE $.10 PER SHARE
INDICATE BY CHECKMARK 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 PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORT(S)), AND (2) HAS BEEN SUBJECT TO
SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS.
Yes X No
--- ---
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. /X/
Revenues for the fiscal year ended March 31, 2000 were $6,082,320.
The aggregate market value of the common equity held by non-affiliates of
the registrant as of June 30, 2000 amounted to approximately $9,529,734.
Registrant had 16,542,636 shares of Common Stock, $.10 par value per share,
and 104,900 shares of Series B Convertible Preferred Stock, $1.00 par value per
share, outstanding as of June 30, 2000.
Documents Incorporated by Reference (to the extent indicated herein): Part
III--Portions of the Registrant's definitive Proxy Statement for the
Registrant's Annual Meeting of Stockholders which will be filed with the
Securities and Exchange Commission, are incorporated by reference to the extent
stated here.
Transitional Small Business Disclosure Format: Yes / / No /X/
<PAGE>
PART I.
BUSINESS
ITEM 1. DESCRIPTION OF BUSINESS
OVERVIEW
Pursuant to certain Agreement and Plan of Merger dated as of April 12, 1999
(the "Merger Agreement") between Numex Corporation (the "Company") and JSA
Acquisition Corporation, a wholly owned subsidiary of the Company, on the one
hand; and Jeffrey A. Stern & Associates, Inc. ("JSA") and the shareholders of
JSA (the "JSA Shareholders"), on the other hand, the Company acquired all of
the outstanding capital stock of JSA (the "Closing"), in consideration of the
issuance to the JSA shareholders of an aggregate of 3,046,875 shares of the
Company's Common Stock, of which Jeffrey A. Stern ("Stern") received
2,540,006 shares. The acquisition of JSA is referred to herein as the "JSA
Acquisition." In connection with the Closing, the Company completed a private
placement (the "Private Placement") of 132,000 shares of Series B Convertible
Preferred Stock of the Company which is convertible into an aggregate of
2,200,040 shares of the Company's Common Stock at any time. At the Closing,
the Company also issued (a) 12,000 of Series B Convertible Preferred Stock of
the Company (convertible into 200,004 shares of Common Stock) to MCG Credit
Corporation in connection with the restructuring of the existing bank debt of
JSA and (b) 156,250 shares of Common Stock as a finder's fee for the
acquisition of JSA.
Immediately prior to the JSA Acquisition, the Company was not engaged in
active business operations except for the disposal of a small amount of
inventory. JSA, which provides distributing and publishing services to
various commercial customers throughout the United States, is the remaining
operating entity after the JSA Acquisition. JSA is also engaged in
publishing, circulating and selling advertisements in its own print
publications.
Following the JSA Acquisition, the Company started the development of an
e-commerce web-site, with the intention of leveraging its existing expertise
in the Hispanic print market on to the Internet. In the process of developing
the e-commerce web-site, the Company realized that its principal strength is
as an intermediary, helping other Internet companies reach the Hispanic
market. In view of this, the Company is now attempting to provide
business-to-business solutions that provide marketers with scalable customer
acquisition solutions in the US Hispanic Market. The company acts as an
intermediary by planning and implementing integrated media campaigns and
interactive marketing solutions that target on-line and off-line Hispanic
consumers on a turnkey basis. So as to facilitate the management of and the
raising of capital for the on-line interactive marketing venture, the Company
formed InternetMercado Commerce Corporation ("IMCC") on November 3, 1999.
IMCC had, as of March 31, 2000, raised $2.5 Million in equity financing.
INDUSTRY BACKGROUND
THE INTERNET
The Internet has developed into a significant global mass medium that allows
millions of people worldwide to find information, interact with others, and
conduct business electronically. International Data Corporation, or IDC,
estimates that the number of Internet users worldwide will grow from
approximately 97 million at the end of 1998 to approximately 320 million by the
end of 2002.
Worldwide Internet Usage and E-commerce Spending
<TABLE>
<CAPTION>
1998 2002 (PROJECTED)
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<S> <C> <C>
Worldwide Internet Users 97,000,000 320,000,000
Worldwide Spanish-speaking Internet Users 15,200,000 50,100,000
Consumer E-commerce Spending $11.3 billion $93.7 billion
E-commerce/User $116 $293
Source: International Data Corp.
</TABLE>
US shoppers will likely spend over $61 billion (US$) on-line this year,
according to a report by the
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Boston Consulting Group. The data also indicate that the business-to-consumer
(B2C) e-commerce market will grow 85 percent in 2000.
On-line automotive sales skyrocketed in 1999, growing 2300 percent over 1998
sales. Other categories growing at exponential rates included health and beauty
at 780 percent and toys at 440 percent. Total B2C on-line sales grew 120 percent
last year to $33.1 billion -- or 1.4 percent of all US retail sales -- while
businesses spent an additional $13.1 billion on-line. Travel, computer hardware
and software, financial brokerage, and collectible categories remained strong
last year, claiming 70 percent of the e-commerce market. This same type of
growth is expected in the US Hispanic market in the next few years.
ADVERTISING AND DIRECT MARKETING
The Internet has also emerged as an attractive new medium for advertisers.
Forrester Research projects Internet advertising expenditures in the U.S. to
increase from $2.8 billion in 1999 to $22.2 billion in 2004. Forrester estimates
that direct marketing will account for 53% of total on-line advertising
expenditures in the U.S. in 2004, up from 15% in 1999. The growth in the use of
the Internet is also providing businesses with a platform to conduct electronic
commerce. According to IDC, consumer transactions on the Internet are expected
to increase from $20 billion in 1999 to approximately $184 billion in 2004.
Goldman Sachs reports that the "dot-coms" are spending about 16% of their
annualized revenues on advertising. This is at or near the top of all
industries. While this portion of revenues is unlikely to be sustained, the
maintenance level of advertising capital expenditures would likely be 25% below
current levels or 12% of revenues. However, with revenue growth of "only" 35%,
this level could be reached without reducing advertising expenditures. In fact,
higher dot-com revenue growth will likely lead to increase absolute ad spending.
Specifically, the Hispanic and Latin American Internet categories are likely to
experience tremendous growth, since business models are moving much faster and
it is still early in the game.
ON-LINE AND OFF-LINE DIRECT MARKETING
Businesses operating in the electronic commerce marketplace engage in various
forms of on-line and off-line direct marketing to generate sales of products or
services. Direct marketing is advertising that is intended to generate a
specific response or action from a targeted group of consumers. According to the
Direct Marketing Association, 1998 direct-marketing advertising commitments
totaled $163 billion in the United States. On-line direct marketing can take the
form of email or Web-based promotional offers. On-line direct marketing is
particularly attractive because advertisers can use tools that are not as
readily available in traditional media, such as measurement of "click-through"
rates and one-click response to email offers.
The Company proposes to bring these types of accountability tools from the Web
into the off-line world by creating integrated-marketing solutions for
companies, especially those focusing on on-line US Hispanics.
HISPANICS AND THE INTERNET
As the fastest-growing population segment in the United States, Hispanics
outrank all other segments in virtually every category of increase in
consumption and spending. Computer ownership and Internet access are no
exception. Forrester Research, a leading Internet research firm, reports that
36% of Hispanics are currently on-line, with 43% projected in the year 2000. In
addition, Forrester reports that Hispanic-Americans are 9% more likely than
Caucasians to be on-line. According to the Tomas Rivera Policy Institute, as of
mid-1999, 30% of US Hispanic households own computers, up from 13% in 1994, a
number that is growing at twice the national average.
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It is estimated that 15 million Spanish-speakers are on-line throughout the
world, including 5 million Hispanics in the US and an additional 300,000 users
in Puerto Rico. Based on numbers from both IDC and Forrester Research, it can be
extrapolated that by 2002, there will be approximately 16 million US Hispanics
on-line, spending $4.6 billion on consumer e-commerce. Cheskin also reports that
of those US Hispanics that are on-line, 43% have made a purchase.
Hispanic Internet Usage and E-commerce Spending
<TABLE>
<CAPTION>
1998 2002 (PROJECTED)
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<S> <C> <C>
US Hispanic Internet Users 4,800,000 16,000,000**
% of Total Internet Users 5% 5%
Projected Hispanic E-commerce Spending $556,800,000 $4.7 Billion
**Extrapolated based on growth at the same rate as the total market
</TABLE>
Source: International Data Corp.
THE CURRENT BUSINESS
The Company provides directing marketing services targeting the US Hispanic
community. The Company's clients include national and regional advertisers who
are focused on the Hispanic market. The Company's programs are built around its
proprietary door-to-door distribution program, La Bolsita, and its publications
Mundo Deportivo and InternetMercado Magazine. La Bolsita (translation: the
little bag) reaches close to three million Hispanic households across the US, as
determined by a sophisticated analysis of census tract data. This distribution
program provides opportunities for marketers to distribute coupons, retail
inserts and product samples on a door-to-door basis. Mundo Deportivo is a
monthly sports magazine targeting Hispanic men. InternetMercado Magazine is a
bilingual magazine focusing on computers and the Internet. Although this
business has grown over the years, it has been operating at a loss because of
the high startup and promotional cost involved in developing each of these
programs.
The Company also creates and publishes value-added custom publishing programs
for major marketers. Each program focuses on retention marketing and is designed
to help build customer loyalty. Since 1990, the Company has successfully focused
on the areas of technology, entertainment, healthcare and retail. It has
demonstrated an ability to grow with its clients as well as develop new products
and clients.
INTERNETMERCADO COMMERCE CORPORATION ("IMCC"):
The business objective of IMCC is to sell business-to-business solutions that
provide marketers with scalable customer acquisition solutions in the US
Hispanic Market. IMCC will serve as US Hispanic Market intermediary by planning
and implementing integrated media campaigns and interactive marketing solutions
that target on-line and off-line Hispanic consumers on a turnkey basis.
Its target customers are fast-moving Internet companies/marketers who want to
scale quickly and use their resources efficiently by building their brands,
mining their databases and maximizing their US Hispanic marketing effectiveness.
Management believes that IMCC has an opportunity to capitalize on the Company's
media presence in the Hispanic market to leverage its marketing solutions for
its Internet based clients.
The business model of IMCC is relatively unproven. Successful implementation of
the business plan for IMCC will depend on a number of factors, including the
Company's ability to obtain financing in the form of debt, equity or a
combination thereof. To the extent that the Company is unable to obtain
sufficient funds, all or part of the Company's strategy in building the new
business will be curtailed or modified. The Company is actively seeking such
financing. To date, however, the Company has not received any binding
commitments for financing, and no assurance can be given that such financing
will be obtained on reasonable terms, or at all. Additionally, as with most
start-up operations, successful implementation will depend on client acceptance
of the IMCC business model and execution of the
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business plan. The Company's management will monitor on a continuing basis the
IMCC business to determine its viability in view of the resources available and
market acceptance of its services.
COMPETITION
The Company's competitors include Radio and TV stations, direct marketers,
magazine publishers, internet companies and advertising agencies.
The Company's ability to compete depends upon many factors, including: timing
and market acceptance of new products and services developed either by the
Company or its competitors; the Company's ability to demonstrate the
effectiveness of its service to advertisers; the Company's ability to increase
the number of members who participate in its on-line and off-line programs; the
Company's ability to increase the depth of information in its database regarding
its members by capturing demographic, behavioral and transactional data; the
Company's ability to increase awareness of its brand; the capacity of the
Company's technology and human infrastructure to meet the needs of its members,
advertisers and partners; and the Company's ability to raise additional funding
to fund the implementation of its business plan.
Furthermore, the existing competitors may have significantly greater financial,
technical and marketing resources than the Company. There can be no assurance
that the competitors will not offer Internet products and services that are
superior to the Company's or that achieve greater market acceptance. There can
be no assurance that the Company will be able to compete successfully against
current or future competitors or that competition will not have a material
adverse effect on the Company's business.
EMPLOYEES
At June 30, 2000, the Company had 28 employees.
ITEM 2. DESCRIPTION OF PROPERTY
The Company leases approximately 10,000 square feet of space in Los Angeles,
California pursuant to a lease which expires January 31, 2007. The Company also
maintains offices in San Francisco and New York. The leases expire May 31, 2003
and June 30, 2000, respectively.
ITEM 3. LEGAL PROCEEDINGS
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the Company's Security holders during the
fourth quarter of the fiscal year ended March 31, 2000.
<PAGE>
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's stock is traded in the over the counter market. The closing bid
price on June 30, 2000 was $0.719. The following table sets forth the closing
high ask and low bid quotations for each of the fiscal quarters for the years
ending March 31, 1999 and March 31, 2000.
<TABLE>
<CAPTION>
FISCAL YEAR ENDED HIGH LOW
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<S> <C> <C>
MARCH 31, 1999
First Quarter .......................... 1.375 1.125
Second Quarter .......................... 1.000 .625
Third Quarter .......................... .625 .375
Fourth Quarter .......................... 2.813 .400
MARCH 31, 2000
First Quarter .......................... 1.750 1.375
Second Quarter .......................... 1.313 1.125
Third Quarter .......................... 1.438 1.094
Fourth Quarter .......................... 3.010 1.000
</TABLE>
The above quotations represent prices between dealers and do not include retail
markup, markdown or commission, and do not represent actual transactions.
As of June 30, 2000 there were 16,336,800 shares of the Company's Common Stock
outstanding and approximately 235 shareholders of record of Company's Common
Stock. This number does not reflect individual participants in security position
listings held in "street name" accounts which is approximately 1,000
shareholders.
The Company has not paid any cash or stock dividends on its common stock since
its incorporation and anticipates that, for the foreseeable future, any earnings
will be retained for use in the Company's business.
RECENT SALES OF UNREGISTERED SECURITIES
The following is information for all securities that the Company has sold during
fiscal year 2000 without registering the securities under the Securities Act:
On April 12, 1999, the Company issued an aggregate of 3,046,875 shares of common
stock to the JSA Shareholders in connection with the JSA Acquisition.
On April 12, 1999, the Company issued an aggregate of 144,000 shares of Series B
Convertible Preferred Stock to 35 investors for an aggregate purchase price of
$3,600,000. These Preferred Stock are convertible into 2,400,040 shares of
Common Stock. On November 8, 1999 the Securities Exchange Commission declared
effective the Company's Registration Statement on Form SB-2 covering the shares
of common stock issuable upon conversion of the Series B convertible preferred
stock.
On April 12, 1999, the Company issued an aggregate of 156,250 shares of common
stock to the placement agent of the Private Placement and its employee in
connection with the Private Placement. On November 8, 1999 the Securities
Exchange Commission declared effective the Company's Registration Statement on
Form SB-2 covering these shares of common stock.
<PAGE>
On October 6, 1999, the Company sold 250,000 shares to Glenn Golenberg, a
director of the Company for an aggregate purchase price of $187,500. Mr.
Golenberg had paid $100,000 for the shares. The balance of $87,500 is due on
October 6, 2001 and accrues interest of 6% per annum.
Each of the foregoing transactions were exempt from the registration provisions
of the Securities Act of 1993, as amended, pursuant to section 4(2) thereof for
issuance of securities not involving any public offering.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following discussion should be read in conjunction with the Company's
consolidated financial statements and the notes thereto appearing elsewhere in
this Form 10-KSB. Certain statements contained herein that are not related to
historical results, including, without limitation, statements regarding the
Company's business strategy and objectives, future financial position,
expectations about pending litigation and estimated cost savings, are
forward-looking statements within the meaning of Section 27A of the Securities
Act and Section 21E of the Securities Exchange Act of 1934, as amended (the
"Securities Exchange Act") and involve risks and uncertainties. Although the
Company believes that the assumptions on which these forward-looking statements
are based are reasonable, there can be no assurance that such assumptions will
prove to be accurate and actual results could differ materially from those
discussed in the forward looking statements. Factors that could cause or
contribute to such differences include, but are not limited to, regulatory
policies, competition from other similar businesses, the company's ability to
raise financing to fund its businesses, and market and general economic factors.
All forward-looking statements contained in this Form 10-KSB are qualified in
their entirety by this statement.
OVERVIEW:
On April 12, 1999, Numex Corporation (the "Company") acquired all of the
outstanding stock of Jeffrey A. Stern & Associates, Inc. ("JSA"), in exchange
for 3,046,875 shares of common stock in the Company (the "JSA Acquisition"). For
accounting purposes, the JSA Acquisition is treated as a re-capitalization of
JSA with JSA as the acquirer (reverse acquisition). Accordingly, the discussion
below provides information solely with respect to the results of operations of
JSA. In connection with the JSA Acquisition, JSA acquired the minority interest
in JSA Communications, LLC in exchange for 106.09 shares in JSA. JSA
Communications LLC was subsequently merged with JSA. This transaction resulted
in goodwill of $437,893 being recorded on JSA's books.
JSA, which provides distributing and publishing services to various commercial
customers throughout the United States, is the remaining operating entity after
the merger. JSA is also engaged in publishing, circulating and selling
advertisements in its own print publications. Following the JSA Acquisition, the
company also started the development of an e-commerce web-site, with the
intention of leveraging its existing expertise in the Hispanic print market on
to the Internet. In the process of developing the e-commerce web-site, the
Company realized that its principal strength is as an intermediary, helping
other Internet companies reach the Hispanic market. In view of this, the Company
is now attempting to provide business to business solutions that provide
marketers with scalable customer acquisition solutions in the US Hispanic
Market. The Company acts as an intermediary by planning and implementing
integrated media campaigns and interactive marketing solutions that target
on-line and off-line Hispanic consumers on a turnkey basis. So as to facilitate
the management of and the raising of capital for the interactive marketing
venture using the new media, a new subsidiary, InternetMercado Commerce
Corporation ("IMCC") was formed on November 3, 1999.
The Hispanic market is one of the fastest-growing internet and e-commerce
segments. Forrester Research estimates that by the end of 2000, approximately
43% of U.S. Hispanic households will own computers. The Selig Center for
Economic Growth estimates US Hispanic spending was $383 billion in 1999, with
growth at an annual rate of 7.5%, compared to 4.9% for the rest of the U.S.
Population. The Nazca
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Saatchi and Saatchi Latin American Internet Use Study reported that Hispanic
cybershoppers now spend an average of $547 online per year and purchase at least
six times on the internet.
RESULTS OF OPERATIONS FOR THE FISCAL YEARS ENDED MARCH 31, 2000 AND 1999:
Net Sales were $6,082,000 for the 2000 fiscal year compared to $5,587,000 the
previous year. The increase of $495,000 was attributed mainly to higher sales
from its publishing business.
Cost of sales were $4,750,000 for the 2000 fiscal year compared to $3,323,000
the previous year. As a percentage of net sales, cost of sales for the 2000
and 1999 fiscal years accounted for 78.1% and 59.5% of net sales,
respectively. The gross profit of $1,332,000 for the 2000 fiscal year was
$933,000 lower than the gross profit of $2,265,000 for the 1999 fiscal year.
As a percentage of net sales, the gross profit for the 2000 fiscal year was
21.9% compared to 40.5% the previous year. The main reason that caused the high
cost of sales which resulted in lower gross profit percentage for the 2000
fiscal year was the low margins from proprietary advertising and media programs
introduced last year, which were in their promotional and development stages.
During fiscal year 2000, the Company incurred $1,081,000 for the development
of the internetmercado.com web-site software.
Selling, general and administrative expenses increased 163.3% or $3,730,000
to $6,014,000 from $2,284,000 between the 2000 and 1999 fiscal years. This
increase was primarily due to promotion expenses incurred for the Company's
internet venture, employee compensation in the form of shares of common stock
of JSA issued to certain employees of JSA prior to the JSA Acquisition,
increase in salary expenses, and finder's, legal and audit fees incurred in
respect of the JSA Acquisition. The Company recorded $586,000 in expenses for
the JSA common stock issued to JSA employees. The JSA shares were
subsequently exchanged for Numex shares of common stock. Salary expenses
increased approximately $1,000,000 between the two fiscal years. The increase
was attributed mainly to employment agreements entered with Mr. Jack Salzberg
as Non-executive Chairman of the Company and Mr. Jeffrey Stern as President
and CEO of the Company, employment of personnel for the Company's internet
business and also an increase in the number of sales personnel for the
Company's distribution and publications business. In August of 1999, pursuant
to a settlement agreement, Mr. Salzberg resigned as Non-executive Chairman of
the Board and a settlement amount of $114,400 was paid to Mr. Salzberg.
Net interest expense for the 2000 fiscal year was $173,000 compared to
$337,000 for 1999 fiscal year. The lower interest in 2000 compared to 1999 was
principally a result of the repayment of $1.8 million in bank borrowing in April
1999 and the repayments on the note held by one of the Company's vendors, which
had an outstanding balance of $97,000 on March 31, 2000, down from $273,000 on
March 31, 1999.
The Company recorded a deemed dividend on its preferred stock of $1,728,107 for
the fiscal year 2000 for the 144,000 shares of Series B Preferred Stock issued
in private placement completed on April 12, 1999. This amount represents the
difference between the issue price of the shares of preferred stock and the
market value of the shares of common stock issuable upon conversion of the
shares of preferred stock, assuming that the shares of preferred stock were
converted into shares of common stock on the date of the private placement. The
Company accrued cumulative preferred stock dividend of $193,373 for the fiscal
year 2000.
LIQUIDITY AND CAPITAL RESOURCES:
In connection with the JSA Acquisition, the Company completed a private
placement (the "Private Placement") of 144,000 shares of Series B 5% Convertible
Preferred Stock, priced at $25.00 per share totaling $3,600,000. These shares
are convertible into 2,400,040 shares of common stock of the Company. On
November 8, 1999 the Securities Exchange Commission declared effective the
Company's Registration Statement on Form SB-2 covering the shares of common
stock issuable upon conversion of
<PAGE>
the Series B convertible preferred stock. $1,800,000 of the proceeds was used to
repay a portion of JSA's outstanding bank line-of-credit of $2,739,594. The
remaining balance of the bank line-of-credit of approximately $939,000 was
refinanced with a 6-year term loan with interest payments only until June 2002.
The term of this loan was revised to three years in November 1999 so as to be of
the same term as the new $1.5 million term loan discussed below.
On November 3, 1999, pursuant to a secured three-year loan agreement, the
Company borrowed $1,500,000 from Bastion Capital Fund LP ("Bastion"). In
consideration for the loan, Bastion received shares of common stock for 5%
ownership, on a fully diluted basis (i.e. after the exercise of warrants granted
in connection with the loan), of IMCC, which was formed primarily for the
Company's internet venture. Bastion also received warrants for 1.0 million
shares of common stock in the Company at an exercise price of $1.00 per share
and 2 tranches of five-year warrants exercisable into 12.5% and 2.5% ownership,
fully diluted, of IMCC at aggregate exercise prices of $2.38 million. The broker
for the loan received a cash fee of $120,000, shares of common stock for 0.5%
ownership, fully diluted, of IMCC and warrants for 100,000 shares of common
stock in the Company and warrants for shares of common stock exercisable into a
1.5% ownership, fully diluted, in IMCC, exercisable similar in form and terms to
the warrants issued to Bastion.
In February and March, 2000 IMCC received $1,500,000 and $1,000,000,
respectively, in equity financing for approximately 16% (fully diluted)
ownership of IMCC. The investors, Trust Company of the West and certain private
individuals also received warrants for 1,666,665 shares of common stock in
Numex.
The Company's total cash and cash equivalents at March 31, 2000 were $1,252,000
compared to $85,000 at March 31, 1999.
Net cash used in operating activities during the 2000 fiscal year was
$3,289,000, compared to net cash provided by operating activities of $131,000
for the 1999 fiscal year. The lower net cash used in operating activities during
the 2000 fiscal year when compared to the net loss of $5,579,429 for the year
was primarily because $1,494,000 of the Company's expenses were paid for in
shares and warrants. Other operating activities outflows included the increase
in capitalized production cost by $147,000, the deferred loan cost of $105,000,
the decrease in accounts payable by $214,000, and the decrease in accrued
expenses by $87,000. Other operating activities inflows during the year included
the decrease in accounts receivable by $217,000 and an increase in accrued
expenses by $229,000.
Net cash used by investing activities in the 2000 fiscal year was $124,000 as
compared to $7,000 for the 1999 fiscal year. The investment expenditures were
primarily in respect of computer equipment acquired for IMCC. For accounting
purposes, the JSA Acquisition discussed above was treated as a
re-capitalization of Namex with JSA as the acquirer (reverse acquisition). As
a result the company recognized $124,000 of assets, net of cash, acquired.
Financing activities provided approximately $4,581,000 during the 2000 fiscal
year compared to cash used of $39,000 for the 1999 fiscal year. The inflows
were primarily the $1.5 million loan raised in November 1999 from Bastion
Capital Fund, the net proceeds of $3,175,500 from the Private Placement in
April 1999, and the Company's share of $1,531,000 of the net proceeds from
the sale of IMCC's common stock totaling $2.5 million. The $1,531,000 was the
Company's share of the net proceeds after deducting for IMCC's minority
interest's share of the net proceeds. During the year the Company also
received $269,000 and $100,000, respectively, from the exercise of warrants
and options, and from the issuance of the Company's common stock. During the
year the Company repaid $1,800,000 of its $2,739,594 bank line of credit. The
Company also paid approximately $176,000 towards a note held by one of its
vendors, reducing the outstanding balance on that note to approximately
$97,000.
The present operations and new capital of the Company and its subsidiaries are
not expected to generate sufficient cash inflow for its new interactive
marketing, business to business venture and it will have to rely upon additional
external financing sources to meet its cash requirements. Management will
continue
<PAGE>
to seek additional funding in the form of equity or debt, or a combination
thereof to meet its cash requirements. However, there is no guarantee that it
will raise sufficient capital to execute its business plan. To the event that
the Company is unable to raise sufficient capital, its business plan will have
to be substantially modified and its operation curtailed. In view of the
limited capital resources available, management is assessing on a continuing
basis its business plan and is actively pursuing strategic alliances and/or a
sale of parts of the Company's business.
RECENT ACCOUNTING PRONOUCEMENTS
Statement of Financial Accounting Standards No. 133, "Accounting for Certain
Derivative Instruments and Certain Hedging Activities" (SFAS 133), establishes
accounting and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts, (collectively referred to as
derivatives) and for hedging activities. Statement of Financial Accounting
Standards No. 137, Accounting for Derivative Instruments and Hedging Activities
- Deferral of the effective date of FASB Statement No. 133 - an amendment of
FASB Statement No. 133 ("SFAS 133"), defers the effective date of SFAS 133 to be
effective for financial statements ending after June 15, 2000. The Company does
not expect adoption of SFAS No. 133 to have a material effect, if any, on its
financial position or results of operations.
In December 1999, the SEC staff released Staff Accounting Bulletin No. 101,
"Revenue Recognition in Financial Statements" ("SAB 101"). SAB 101 provides
interpretive guidance on the recognition, presentation and disclosure of revenue
in the financial statements. SAB 101 must be applied to the financial statements
no later than the quarter ending September 30, 2000. The Company does not
believe that the adoption of SAB 101 will have a material affect on the
Company's financial results.
In March 2000, the Financial Accounting Standards Board issued Interpretation
No. 44 ("FIN 44") Accounting for Certain Transactions Involving Stock
Compensation, an Interpretation of APB Opinion No. 25. FIN 44 clarifies the
application of Opinion No. 25 for (a) the definition of employee for purposes of
applying Opinon No. 25, (b) the criteria for determining whether a plan
qualifies as a non-compensatory plan, (c) the accounting consequences of various
modifications to the terms of a previously fixed stock option or award, and (d)
the accounting for an exchange of stock compensation awards in a business
combination. FIN 44 is effective July 2, 2000, but certain conclusions cover
specific events that occur after either December 15, 1998, or January 12, 2000.
The Company believes that the impact of FIN 44 will not have a material effect
on the Company's financial position.
ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following financial statements are filed herewith:
(a) Audited Consolidated Financial Statements of Numex Corporation and
subsidiaries.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Effective April 15, 1999, the Company dismissed Stonefield Josephson, Inc.
("Stonefield"), Santa Monica, California, as the Company's independent
accountants, and engaged BDO Seidman LLP ("Seidman") as the Company's new
independent accountants. The dismissal of Stonefield and the retention of
Seidman were approved by the Company's Board of Directors.
Prior to the engagement of Seidman, neither the Company nor anyone on its behalf
consulted with such firm regarding the application of accounting principles to a
specified transaction, either completed or uncompleted, or type or audit opinion
that might be rendered on the Company's financial statements.
Stonefield audited the Company's financial statements for the year ended March
31, 1998. Stonefield's report for such period did not contain an adverse opinion
or a disclaimer of opinion, nor was the report
<PAGE>
qualified or modified as to uncertainty, audit scope or accounting principles
except as to the Company's ability to continue as a going concern.
During the period from April 1, 1998 to April 15, 1999 and the year ended March
31, 1998, there were no disagreements with Stonefield on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction of
Stonefield, would have caused such firm to make reference to the subject matter
of the disagreements in connection with its reports on the Company's financial
statements. In addition, there were no such events as described under Item
304(a)(1)(IV)(B) of Regulation S-B during the fiscal year ended March 31, 1998
and the subsequent interim periods through April 15, 1999.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS: COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT
The information required by this item will be contained in the Company's
definitive Proxy Statement with respect to the Company's Annual Meeting of
Stockholders, under the caption "Election of Directors," and "Security Ownership
of Certain Beneficial Owners and Management," and is hereby incorporated by
reference herein.
ITEM 10. EXECUTIVE COMPENSATION
The information required by this item will be contained in the Company's
definitive Proxy Statement with respect to the Company's Annual Meeting of
Stockholders, under the caption "Executive Compensation," and is hereby
incorporated by reference herein.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item will be contained in the Company's
definitive Proxy Statement with respect to the Company's Annual Meeting of
Stockholders, under the caption "Security Ownership of Certain Beneficial Owners
and Management," and is hereby incorporated by reference herein.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item will be contained in the Company's
definitive Proxy Statement with respect to the Company's Annual Meeting of
Stockholders, under the caption "Certain Transactions," and is hereby
incorporated by reference herein.
PART IV
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
NUMBER TITLE
----------- ------------------------------------------------------------
3.1 Certificate of Incorporation as filed with the Delaware
Secretary of State with amendment. Incorporated by reference
to exhibit 2.1 to Company's Registration Statement on
Form S-18, filed on August 14, 1980.
3.2 Bylaws. Incorporated by reference to exhibit 2.2 to
Company's Registration Statement on Form S-18, filed on
<PAGE>
August 14, 1980.
10.1 Employment Agreement by and between the Company and Jeffrey
A. Stern. Incorporated by reference to Form 10KSB for the
fiscal year ended March 31, 1999, filed on July 13, 1999.
21.1 Subsidiaries of the Registrant. Incorporated by reference to
Form 10KSB for the fiscal year ended March 31, 1999, filed on
July 13, 1999.
27.1 Financial Data Schedule for the year ended March 31, 2000.
(b) Reports on Form 8-K.
There were no Form 8-K filed during the quarter ended March 31, 2000
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereonto duly authorized.
NUMEX CORPORATION
BY: /S/ JEFFREY A. STERN
-----------------------------------------
Jeffrey A. Stern
PRESIDENT, CHIEF EXECUTIVE OFFICER AND
DIRECTOR
/s/ FELIX A. TELADO
-----------------------------------------
Felix A. Telado
CHIEF FINANCIAL OFFICER AND SECRETARY
Dated July 14, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this report has been signed by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated.
By: /s/ FELIX A. TELADO July 14, 2000
---------------------------------------
Felix A. Telado
CHIEF FINANCIAL OFFICER & SECRETARY
By: /s/ JEFFREY A. STERN July 14, 2000
---------------------------------------
Jeffrey A. Stern
PRESIDENT, CHIEF EXECUTIVE OFFICER AND
DIRECTOR
By: /s/ GLEN GOLENBERG July 14, 2000
---------------------------------------
Glen Golenberg
DIRECTOR
By: /s/ MARC STRAUSBERG July 14, 2000
---------------------------------------
Marc Strausberg
DIRECTOR
<PAGE>
NUMEX CORPORATION AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED MARCH 31, 2000 AND 1999
<PAGE>
NUMEX CORPORATION AND SUBSIDIARIES
CONTENTS
Report of Independent Certified Public Accountants F-3
Consolidated Financial Statements
Consolidated Balance Sheets F-4
Consolidated Statements of Operations F-5
Consolidated Statements of Stockholders' Deficit F-6
Consolidated Statements of Cash Flows F-7
Notes to Consolidated Financial Statements F-8
F-2
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors
Numex Corporation and Subsidiaries
Santa Monica, California
We have audited the accompanying consolidated balance sheets of Numex
Corporation and Subsidiaries as of March 31, 2000 and 1999 and the related
consolidated statements of operations, stockholders' deficit and cash flows for
the years then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in these financial statements. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Numex Corporation
and Subsidiaries as of March 31, 2000 and 1999 and the results of their
operations and cash flows for the years then ended, in conformity with generally
accepted accounting principles.
The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in Note 1 to the
consolidated financial statements, the Company has suffered recurring operating
losses that raise substantial doubt about its ability to continue as a going
concern. Management's plans in regard to these matters are also described in
Note 1. The consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
BDO Seidman, LLP
Los Angeles, California
June 2, 2000
F-3
<PAGE>
NUMEX CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31,
--------------------------------
2000 1999
-------------- --------------
<S> <C> <C>
ASSETS (Note 5)
Current assets:
Cash $ 1,252,317 $ 85,086
Accounts receivable, net of allowance for doubtful accounts of $20,242 and
$120,480, respectively 417,071 422,980
Capitalized production costs 262,148 114,828
-------------- --------------
Total current assets 1,931,536 622,894
Property and equipment, net of accumulated depreciation (Note 4) 420,407 90,962
Goodwill, net of accumulated amortization of $87,578 350,315 --
Deferred loan cost, net 105,000 --
Deposits 41,441 8,683
Other assets 32,545 21,719
-------------- --------------
$ 2,881,244 $ 744,258
============== ==============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable $ 982,386 $ 687,285
Accrued expenses 23,652 111,384
Advances on bank line of credit (Note 5) -- 1,800,000
Deferred revenues 541,888 755,897
Current portion of long-term debt (Note 5) 96,869 236,250
Current portion of capital lease obligations (Note 11) 28,199 11,031
-------------- --------------
Total current liabilities 1,672,994 3,601,847
Long-term debt, net of current portion (Note 5) 2,439,594 976,497
Other liabilities (Note 10) 146,400 --
Capital lease obligations, net of current portion (Note 11) 108,582 10,839
-------------- --------------
Total liabilities 4,367,570 4,589,183
-------------- --------------
Commitments and contingencies (Note 11)
Minority interest (Note 10) 743,894 201,589
Stockholders' deficit (Notes 6, 9 and 10):
Common stock; $0.10 par value, 30,000,000 shares authorized; 16,414,309 shares
issued and 16,336,800 outstanding March 31, 2000; 2,540,407 shares issued
and outstanding at March 31, 1999; 1,633,680 254,041
Cumulative, Convertible, Series B Preferred stock; $1.00 par value, 5,000,000
shares authorized, 115,600 shares issued and outstanding at March 31, 2000;
no shares issued and outstanding March 31, 1999; 115,600 --
Additional paid-in-capital 8,724,684 --
Accumulated deficit (12,608,934) (4,300,555)
Treasury stock, at cost; 77,509 shares at March 31, 2000; no shares at
March 31, 1999 (7,750) --
Note receivable (87,500) --
-------------- --------------
Total stockholders' deficit (2,230,220) (4,046,514)
-------------- --------------
$ 2,881,244 $ 744,258
============== ==============
</TABLE>
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
F-4
<PAGE>
NUMEX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Years ended March 31,
------------------------------
2000 1999
------------- ------------
<S> <C> <C>
Net sales (Note 3) $ 6,082,320 $ 5,587,291
Cost of sales (4,750,304) (3,322,767)
------------- ------------
Gross profit 1,332,016 2,264,524
Technology and web-site develpment 1,080,880 -
Selling, general and administrative expenses 6,013,915 2,283,881
------------- ------------
Loss from operations (5,762,779) (19,357)
------------- ------------
Other income (expense):
Interest expense, net (173,344) (336,623)
Other income 67,289 -
------------- ------------
Total other expenses (106,055) (336,623)
------------- ------------
Loss before minority interest (5,868,834) (355,980)
Minority interest in loss of (income) consolidated subsidiary 289,405 (83,810)
------------- ------------
Net loss (5,579,429) (439,790)
Cumulative preferred stock dividend (193,373) -
Deemed dividend on cumulative preferred stock (1,728,107) -
------------- ------------
Net loss available to common stockholders $ (7,500,909) $ (439,790)
------------- ------------
Basic and diluted loss per common share $ (0.50) $ (0.14)
------------- ------------
Weighted average common shares outstanding (basic and diluted) 14,921,778 3,046,875
------------- ------------
</TABLE>
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
F-5
<PAGE>
NUMEX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
YEARS ENDED MARCH 31, 2000 AND 1999
<TABLE>
<CAPTION>
Common Stock Preferred Stock Treasury Stock at Cost
---------------------- ------------------------- -----------------------
Shares Amount Shares Amount Shares Amount
--------- --------- ----------- ----------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, April 1, 1998 2,540,407 $ 254,041 -- $ -- -- $ --
Net loss -- -- -- -- -- --
--------- --------- ----------- ----------- --------- ---------
BALANCE, March 31, 1999 2,540,407 254,041 -- -- -- --
Common stock issued to employees 237,212 23,721 -- -- -- --
Common stock issued to acquire
minority interest 269,256 26,926 -- -- -- --
Issuance of common stock in
recapitalization transaction 11,940,340 1,194,034 -- -- 77,509 (7,750)
Issuance of common stock for
services 156,250 15,625 -- -- -- --
Proceeds from issuance of preferred
stock -- -- 144,000 144,000 -- --
Deemed dividend on Series B
Preferred stock -- -- -- -- -- --
Non-employee compensation expense
for warrants issued -- -- -- -- -- --
Proceeds from warrants exercised 55,000 5,500 -- -- -- --
Proceeds from options exercised 415,000 41,500 -- -- -- --
Proceeds from issuance of common
stock 250,000 25,000 -- -- -- --
Conversion of preferred shares to
common stock 473,335 47,333 (28,400) (28,400) --
Sale of common stock of subsidiary -- -- -- -- -- --
Net loss -- -- -- -- -- --
---------- ----------- ----------- ----------- --------- ---------
BALANCE, March 31, 2000 16,336,800 $16,633,680 $ 115,600 $ 115,600 77,509 $ (7,750)
========== =========== =========== =========== ========= =========
<CAPTION>
Additional
Note Paid-In Accumulated
Receivable Capital Deficit Total
------------ ----------- ------------ -----------
<S> <C> <C> <C> <C>
BALANCE, April 1, 1998 $ -- $ -- $(3,860,765) $(3,606,724)
Net loss -- -- (439,790) (439,790)
------------ ----------- ------------ -----------
BALANCE, March 31, 1999 -- -- (4,300,555) (4,046,514)
Common stock issued to employees -- 562,657 -- 586,378
Common stock issued to acquire
minority interest -- 612,557 -- 639,483
Issuance of common stock in
recapitalization transaction -- -- (1,000,843) 185,441
Issuance of common stock for
services -- 370,312 -- 385,937
Proceeds from issuance of preferred
stock -- 3,031,500 -- 3,175,500
Deemed dividend on Series B
Preferred stock -- 1,728,107 (1,728,107) --
Non-employee compensation expense
for warrants issued -- 522,080 -- 522,080
Proceeds from warrants exercised -- 48,875 -- 54,375
Proceeds from options exercised -- 173,500 -- 215,000
Proceeds from issuance of common
stock (87,500) 162,500 -- 100,000
Conversion of preferred shares to
common stock -- (18,933) -- --
Sale of common stock of subsidiary -- 1,531,529 -- 1,531,529
Net loss -- -- (5,579,429) (5,579,429)
------------ ----------- ------------ -----------
BALANCE, March 31, 2000 $ (87,500) $ 8,724,684 $(12,608,934) $(2,230,220)
============ =========== ============ ===========
</TABLE>
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
F-6
<PAGE>
NUMEX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH
<TABLE>
<CAPTION>
Years ended March 31,
-----------------------
2000 1999
---------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (5,579,429) $ (439,790)
Adjustments to reconcile net loss to net cash provided by
(used in) Operating activities:
Depreciation and amortization 148,682 49,788
Minority interest in subsidiary 743,894 83,810
Issuance of common stock for services 972,315 --
Issuance of warrants for services 522,080 --
Allowance for uncollectible accounts (100,238) 66,841
Write off of prepaid selling commissions -- 94,932
Changes in operating assets and liabilities:
Accounts receivable 217,853 72,084
Capitalized production costs (147,319) 106,817
Deferred loan cost (105,000) --
Deferred revenues (32,758) (81,014)
Accounts payable (214,010) 135,444
Accrued expenses 228,956 70,883
Deposits (87,732) --
Other 143,565 (28,719)
---------- ----------
Net cash provided by (used in) operating activities (3,289,141) 131,076
---------- ----------
Cash flows from investing activities:
Payments to acquire property and equipment (382,351) (6,729)
Recapitalization, net of cash acquired 123,692 --
Borrowings on capital leases 134,391 --
---------- ----------
Net cash provided by (used in) investing activities (124,268) (6,729)
---------- ----------
Cash flows from financing activities:
Payment on bank line of credit (1,800,000) --
Payments on note payable (176,284) (32,500)
Payments on capital leases (19,480) (17,051)
Proceeds from issuance of preferred stock 3,175,500 --
Proceeds from term loan 1,500,000 --
Proceeds from options and warrants exercised 269,375 --
Proceeds from issuance of common stock 100,000 --
Decrease in bank overdraft -- (54,463)
Distribution to minority shareholder -- (15,250)
Debt received from officers -- 80,003
Sale of subsidiary common stock 1,531,529 --
---------- ----------
Net cash provided by (used in) financing activities 4,580,640 (39,261)
---------- ----------
Net increase in cash 1,167,231 85,086
Cash and cash equivalents, beginning of year 85,086 --
---------- ----------
Cash and cash equivalents, end of year $ 1,252,317 $ 85,086
========== ==========
</TABLE>
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
F-7
<PAGE>
NUMEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1--ORGANIZATION
Numex Corporation (the "Company") was incorporated in the state of Delaware in
August 1980. During fiscal 1999, the Company discontinued selling its only
product and ceased operations, thereby becoming a public shell company. On April
12, 1999, the Company acquired all the outstanding capital stock of Jeffrey A.
Stern & Associates, Inc. ("JSA"), with the issuance of 3,046,875 shares of the
Company's common stock. The issuance of the Company's common stock to the
shareholders of JSA made the Company become an active operating entity.
Generally accepted accounting principles requires that the company whose
stockholders retain the majority interest in a combined business be treated as
the acquirer for accounting purpose. Therefore, this transaction has been
accounted for as a "reverse acquisition" for financial reporting purposes. The
relevant acquisition process utilizes the capital structure of the Company and
the assets and liabilities of JSA are recorded at their historical cost. JSA is
the continuing operating entity for financial reporting purposes and the
financial statements prior to April 12, 1999 represent JSA's financial position
and results of operations. The net assets of $185,441 of the Company are
included as of April 12, 1999. Although JSA is deemed to be the acquiring
company for financial accounting and reporting purpose, the legal status of the
Company as the surviving corporation does not change. JSA is a media and
marketing services company that has focused on niche and underdeveloped markets.
Its Spanish language division, JSA en espanol, has created proprietary
integrated marketing programs to help marketers reach the rapidly growing
Hispanic market in the United States. Its custom publishing division, JSA
Communications, develops retention marketing programs for companies. During
October 1999, the Company commenced operations of InternetMercado Commerce
Corporation ("IMCC"), which provides services to assist internet companies
access the Hispanic community.
GOING CONCERN UNCERTAINTY
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern which contemplates the
realization of assets and the satisfaction of liabilities in the normal course
of business. The carrying amounts of assets and liabilities presented in the
financial statements do not purport to represent realizable or settlement
values. However, the Company has suffered recurring operating losses. These
factors raise substantial doubt about the Company's ability to continue as a
going concern.
The Company is seeking additional funding and believes that this will result in
improved operating results. There can be no assurance, however, that the
Company, with the additional financing, will result in higher cash flows
provided by operations.
In addition, the Company is continuing its efforts to secure working capital for
operations, expansion and possible acquisitions, mergers, joint ventures, and/or
other business combinations. However, there can be no assurance that the Company
will be able to secure additional capital, or that if such capital is available,
whether the terms or conditions would be acceptable to the Company. The
consolidated financial statements contain no adjustment for the outcome of this
uncertainty.
NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of Numex and its
majority-owned subsidiaries, InternetMercado Commerce Corporation and JSA
Communications, LLC. All significant intercompany accounts and transactions have
been eliminated in consolidation. The minority interest in subsidiary in the
accompanying consolidated balance sheets represents the minority shareholders'
equity in InternetMercado Commerce Corporation and JSA Communications, LLC. On
April 9, 1999, the Company acquired all the minority interest shares of common
stock of JSA Communications, LLC.
F-8
<PAGE>
NUMEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
CASH AND CASH EQUIVALENTS
For purposes of the statement of cash flows, the Company considers all
highly liquid investments with original maturities of three months or less to be
cash equivalents.
CONCENTRATION OF CREDIT RISK
The Company maintains its cash in bank deposit accounts which, at times,
may exceed federally insured limits. The Company has not experienced any such
losses in such accounts.
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost. Expenditures for maintenance and
repairs are charged to earnings as incurred, whereas, additions, renewals, and
betterments are capitalized. Depreciation is computed using the straight-line
method over the estimated useful lives of the related assets, ranging from three
to seven years.
LONG-LIVED ASSETS
Long-lived assets, such as property and equipment, are evaluated for
impairment when events or changes in circumstances indicate that the carrying
amount of the assets may not be recoverable through the estimated undiscounted
future cash flows from the use of these assets. When any such impairment exists,
the related assets will be written down to fair value.
REVENUE RECOGNITION
Revenue from publishing services is recognized when the printed publications are
shipped to the customers. Revenue from advertisements is recognized when the
publication is distributed to the general public. Revenue from consulting
services is recognized over the term the services are provided.
DEFERRED LOAN COST
Loan cost represent cost associated with loans and are amortized over the term
of the loan.
STOCK-BASED COMPENSATION
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-based
Compensation" SFAS 123, establishes a fair value method of accounting for
stock-based compensation plans and for transactions in which a company acquires
goods or services from non-employees in exchange for equity instruments. The
Company has adopted this accounting standard. SFAS 123 also gives the option to
account for stock-based employee compensation in accordance with Accounting
Principles Board Opinion No. 25 (APB 25), "Accounting for Stock issued to
Employees," or SFAS 123. The Company elected to follow APB 25 which measures
compensation cost for employee stock options as the excess, if any, of the fair
market price of the Company's stock at the measurement date over the amount an
employee must pay to acquire stock.
INCOME TAXES
The Company provides for income taxes in accordance with Statements of
Financial Accounting Standards, ("SFAS") No. 109, "Accounting for Income Taxes."
Deferred income taxes are provided on the difference in earnings determined for
tax and financial reporting purposes.
F-9
<PAGE>
NUMEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
EARNINGS PER SHARE
Earning (loss) per share is presented according to Statement of Financial
Accounting Standards No. 128 (SFAS No. 128), "Earnings Per Share." Basic EPS
excludes dilution and is computed by dividing income available to common
stockholders by the weighted average number of common shares outstanding for the
period. Diluted EPS reflects the potential dilution that could occur if
securities or other contracts to issue common stock were exercised or converted
into common stock or resulted from issuance of common stock that then share in
earnings. SFAS No. 128 also requires dual presentation of basic and diluted EPS
on the face of the income statement and a reconciliation of the numerator and
denominator of the basic EPS computation to the numerator and denominator of the
diluted EPS computation.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying value of financial instruments including cash, accounts receivable,
accounts payable and current portion of long term debt approximate fair value
due to their short maturities.
USE OF ESTIMATES
In preparing financial statements in conformity with generally accepted
accounting principles, management makes estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosures of contingent
assets and liabilities at the date of the financial statements, as well as the
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
<PAGE>
NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
RECLASSIFICATIONS
Certain reclassifications have been made to prior year amounts to conform to
current year consolidated financial statement presentation.
RECENT ACCOUNTING PRONOUNCEMENTS
Statement of Financial Accounting Standards No. 133, "Accounting for
Certain Derivative Instruments and Certain Hedging Activities" (SFAS 133),
establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts,
(collectively referred to as derivatives) and for hedging activities. Statement
of Financial Accounting Standards No. 137, Accounting for Derivative Instruments
and Hedging Activities - Deferral of the effective date of FASB Statement No.
133 - an amendment of FASB Statement No. 133 ("SFAS 133"), defers the effective
date of SFAS 133 to be effective for financial statements ending after June 15,
2000. The Company does not expect adoption of SFAS No. 133 to have a material
effect, if any, on its financial position or results of operations.
In December 1999, the SEC staff released Staff Accounting Bulletin No. 101,
"Revenue Recognition in Financial Statements" ("SAB 101"). SAB 101 provides
interpretive guidance on the recognition, presentation and disclosure of revenue
in the financial statements. SAB 101 must be applied to the financial statements
no later than the quarter ending September 30, 2000. The Company does not
believe that the adoption of SAB 101 will have a material affect on the
Company's financial results.
F-10
<PAGE>
NUMEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In March 2000, the Financial Accounting Standards Board issued Interpretation
No. 44 ("FIN 44") Accounting for Certain Transactions Involving Stock
Compensation, an Interpretation of APB Opinion No. 25. FIN 44 clarifies the
application of Opinion No. 25 for (a) the definition of employee for purposes of
applying Opinon No. 25, (b) the criteria for determining whether a plan
qualifies as a non-compensatory plan, (c) the accounting consequences of various
modifications to the terms of a previously fixed stock option or award, and (d)
the accounting for an exchange of stock compensation awards in a business
combination. FIN 44 is effective July 2, 2000, but certain conclusions cover
specific events that occur after either December 15, 1998, or January 12, 2000.
The Company believes that the impact of FIN 44 will not have a material effect
on the Company's financial position.
NOTE 3--MAJOR CUSTOMERS
During the year ended March 31, 2000, the Company did business with two
customers whose sales comprised approximately 34% and 31% of net sales,
respectively. During the year ended March 31, 1999, the Company had two
customers which accounted for 46% of the Company's net sales. During fiscal
2000, two customers accounted for approximately 70% and 21% of net account
receivables, respectively. During fiscal 1999, three customers accounted for
approximately 64% of net account receivables.
F-11
<PAGE>
NUMEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4--PROPERTY AND EQUIPMENT
Property and equipment consist of the following:
<TABLE>
<CAPTION>
March 31,
---------------------------
2000 1999
----------- -----------
<S> <C> <C>
Furniture and fixtures $ 46,053 $ 46,053
Equipment 315,039 187,345
Leasehold improvements 150,121 --
Capital leases 134,392 23,280
Less accumulated depreciation (225,198) (165,716)
----------- -----------
$ 420,407 $ 90,962
=========== ===========
</TABLE>
Included in accumulated amortization is $26,349 and $14,384 for capital leases
at March 31, 2000 and 1999, respectively.
<PAGE>
NOTE 5--LONG TERM DEBT
Notes payable consist of the following:
<TABLE>
<CAPTION>
March 31,
----------------------------
2000 1999
------------ -------------
<S> <C> <C>
Term loan with interest at the prime rate plus 1% (9% at March 31, 2000),
secured by a majority of the Company's assets. Monthly interest payments
are due, with any unpaid interest and principal due June 30, 2002 $ 939,594 $ --
Promissory note with interest at 12%, secured by various account receivables
and fixed assets. Monthly interest payments are due, with any unpaid
interest and principal due November 18, 2002 1,500,000 --
Unsecured promissory note with interest at 10%, with quarterly principal and
interest payments. The note is due to a vendor, which has allowed the
Company to apply the discounts earned from credit terms against the
outstanding balance, until the note is paid in full 96,869 273,153
Bank line of credit up to $2,790,000 with an annual interest of prime rate
plus 1%, paid on a monthly basis. During April 1999, the line of credit
was restructured into a term loan, with the Company using $1,800,000 from
the issuance of Preferred shares (see Note 10) to pay down the outstanding
balance -- 2,739,594
------------ -------------
2,536,463 3,012,747
Principal payments on the current portion (96,869) (2,036,250)
------------ -------------
$ 2,439,594 $ 976,497
============ =============
</TABLE>
NOTE 5--LONG TERM DEBT (CONTINUED)
Scheduled future maturities of notes payable are as follows:
F-12
<PAGE>
NUMEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
Year ending March 31, Amount
------------------------- ------------
<S> <C>
2001 $ 96,869
2002 -
2003 2,439,594
------------
Total $ 2,536,463
------------
</TABLE>
NOTE 6--RELATED PARTY NOTE RECEIVABLE
The Company received a $87,500 note receivable from a board of director in
exchange for shares of the Company's common stock. The note bears interest at an
annual rate of 6%, with principal and any unpaid interest due October 6, 2001.
NOTE 7--INCOME TAXES
As of March 31, 2000, the Company had net federal and state operating loss
carryforwards, which expire 2020 and 2005, respectively.
The primary components of temporary differences which give rise to the Company's
net deferred tax asset are as follows:
<TABLE>
<CAPTION>
March 31,
------------------------------
2000 1999
------------- ------------
<S> <C> <C>
Deferred tax asset:
Net operating losses $ 2,264,034 $ --
Valuation allowance (2,264,034) --
------------- ------------
Net deferred tax asset $ -- $ --
------------- ------------
</TABLE>
The difference between the effective tax rate and that computed under the
federal statutory rate is as follows:
<TABLE>
<CAPTION>
Years ended March 31,
------------------------------
2000 1999
------------- ------------
<S> <C> <C>
Federal statutory rate (34)% -- %
State taxes, net of federal benefit (6) --
Effective of net operating lossforward 40 --
------------- ------------
-- % -- %
------------- ------------
</TABLE>
F-13
<PAGE>
NUMEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 8--EARNINGS PER SHARE
The components of basic and diluted earning per share were as follows:
<TABLE>
<CAPTION>
Years ended March 31,
-------------------------------
2000 1999
------------- ------------
<S> <C> <C>
Numerator:
Net loss $ (5,579,429) $ (439,790)
Preferred stock dividends (193,373) -
Deemed dividend on preferred stock (1,728,107) -
------------- ------------
Loss available for common stockholders $ (7,500,909) $ (439,790)
============= ============
Denominator:
Weighted average number of common shares outstanding during the period 14,921,778 3,046,875
Assumed exercised stock options and warrants outstanding * *
Assumed conversion of Series B Preferred Stock * *
------------- ------------
Common stock and common stock equivalents used for diluted EPS 14,921,778 3,046,875
============= ============
Per share amounts:
Basic loss per share $ (0.50) $ (0.14)
============= ============
Diluted loss per share $ (0. 50) $ (0.14)
============= ============
</TABLE>
*The effect of outstanding stock options and preferred stock is not included as
the result would be anti-dilutive.
NOTE 9--STOCK OPTIONS
INCENTIVE STOCK OPTION PLANS ("ISOP")
Under the terms of the Company's ISOP, under which options to purchase 1,000,000
shares of common stock can be issued, all key employees are eligible to receive
non-assignable and non-transferable options to purchase shares. The exercise
price of any option may not be less than the fair market value of the shares on
the date of grant. No options granted may be exercisable more than ten years
after the date of grant. The options granted generally vest evenly over a one
year period, beginning from the date of grant. During fiscal 2000, the Company
did not grant any stock options under the Company's ISOP.
NONSTATUTORY STOCK OPTIONS ("NSSO")
During fiscal 2000, the Company granted nonstatutory stock options to purchase
an aggregate of 1,350,000 shares of common stock to three non-employees for
services provided. These options are non-assignable and non-transferable, are
exercisable over a five year period from the date of grant and vested on the
date of grant.
<PAGE>
NOTE 9--STOCK OPTIONS (CONTINUED)
Option activity within each plan is as follows:
F-14
NUMEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Weighted
Incentive Non- Average
Stock Statutory Price
Option Stock Per
Plans Options Share
------------- ----------- -----------
<S> <C> <C> <C>
Balance outstanding, March 31, 1998 850,000 235,000 $ 0.58
Options exercised (400,000) (150,000) 0.63
Options granted - 100,000 1.00
------------- ----------- -----------
Balance outstanding, March 31, 1999 450,000 185,000 0.60
Options exercised (400,000) (70,000) 0.57
Options granted - 1,350,000 0.95
------------- ----------- -----------
Balance outstanding, March 31, 2000 50,000 1,465,000 $ 0.94
============= =========== ===========
</TABLE>
Information relating to stock options at March 31, 2000 summarized by exercise
price are as follows:
<TABLE>
<CAPTION>
Outstanding Exercisable
------------------------------------------ ---------------------------
Weighted Average Weighted Average
------------------------------------------ ---------------------------
Life Exercise Exercise
Exercise Price Per Share Shares (Months) Price Shares Price
------------------------------- ------------ ----------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Incentive Stock Option
Plan:
$0.50 50,000 81 $ 0.50 50,000 $ 0.50
------------ ----------- ----------- ------------ -----------
50,000 81 $ 0.50 50,000 $ 0.50
------------ ----------- ----------- ------------ -----------
Nonstatutory Stock
Options:
$0.75 - 1.00 1,435,000 47 $ 0.96 1,435,000 $ 0.96
$1.75 30,000 3 1.25 30,000 1.25
------------ ----------- ----------- ------------ -----------
1,465,000 47 $ 0.97 1,465,000 $ 0.97
------------ ----------- ----------- ------------ -----------
</TABLE>
<PAGE>
NOTE 9--STOCK OPTIONS (CONTINUED)
All stock options issued to employees have an exercise price not less than the
fair market value of the Company's common stock on the date of the grant, and in
accordance with accounting for such options utilizing the intrinsic value
method, there is no related compensation expense recorded in the Company's
consolidated financial statements. Had compensation cost for stock-based
compensation been determined based on the fair value of the grant dates
consistent with the method of SFAS 123, the Company's net loss and loss per
share for the years ended March 31, 2000 and 1999 would be the same since no
employee options were issued during the periods. As such, no pro forma
disclosure has been made for the following financial statements.
The fair value of option granted is estimated on the date of grant utilizing the
Black-Scholes option-pricing model with the following weighted average
assumptions for grants in 2000; expected life of options was
F-15
<PAGE>
NUMEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1 year, expected volatility of 27%, risk-free interest rate of 5% and a 0%
dividend yield. The weighted average fair value on the date of grants for
options granted during 2000 was $0.95 per option.
In connection with the issuance of the non-employee options, the Company
recognized $522,080 in non-employee compensation expense for services rendered.
NOTE 10--STOCKHOLDERS' EQUITY
COMMON STOCK
On April 12, 1999, the Company issued 3,046,875 shares of its common stock
to acquire all of the outstanding shares of JSA. See further discussion of the
event at Note 1. Prior to the merger JSA acquired its majority owned subsidiary
JSA Communications, LLC and recognized goodwill of $437,894, which is amortized
over a five year period. In connection with the merger the Company issued
156,250 shares of its common stock for professional services rendered. As such,
the Company recognized a professional expense of $385,937.
During September 1999, the Company entered into a purchase agreement whereby the
Company received cash proceeds of $100,000 and a note receivable of $87,500 for
250,000 shares of the Company's common stock. During fiscal 2000, the Company
entered into an agreement with a board member, pursuant to which the Company
will receive services for a period not less than six months in exchange for a
monthly fee of 15,000 shares of the Company's common stock. At March 31, 2000,
the Company has accrued $146,400 pursuant to the terms of the agreement.
During the current fiscal year, various shareholders of the Company's preferred
stock converted their preferred shares into 473,335 shares of the Company's
common stock.
ISSUANCE OF COMMON STOCK OF SUBSIDIARY
During fiscal 2000, the Company created the majority-owned subsidiary
InternetMercado Commerce Corporation ("IMCC"). In connection with the formation
of the subsidiary, IMCC issued 71 shares of common stock and warrants to
purchase 211 common stock shares, for professional services rendered. As such,
IMCC recognized $64,834 in non-employee compensation expense. The IMCC warrants
issued, which vested immediately, have an exercise price ranging from $732 to
$15,625 and expire in four years from the date of grant.
F-16
<PAGE>
NUMEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 10--STOCKHOLDERS' EQUITY (CONTINUED)
In addition, IMCC issued 387 shares of common stock, through a purchase
agreement and raised $2,500,000 in total proceeds. As such, the Company
recognized $1,531,529 as an equity transaction for their proportionate share of
IMCC additional equity. This increase in IMCC equity was not the result of any
operations and if IMCC is unable to achieve or maintain profitability, the value
of the Company's investment will likely decline.
PREFERRED STOCK
During April 2000, the Company completed a private placement of 144,000
shares of the Company's 5% Series B Cumulative Convertible Preferred Stock. The
preferred shares have a cumulative dividend of $1.25 per share on a semi-annual
basis, are convertible into 16.667 shares of the Company's common stock and have
no voting rights. The shares were issued at a discount and the Company has
recognized a deemed dividend of $1,728,107 in connection with the private
placement.
NOTE 11--COMMITMENTS AND CONTINGENCIES
The Company leases office facilities under operating leases which expire at
various dates through February 2007. In addition, the Company has capital leases
for property, plant and equipment expiring at various dates through February
2005. Assets held under capital leases, net of accumulated amortization, as of
March 31, 2000 and March 31, 1999 amounted to $108,043 and $8,896, respectively.
Certain leases have the personnel guarantee of the Company's CEO. Future minimum
lease payments under these leases, as of March 31, 2000 are as follows:
<TABLE>
<CAPTION>
Capital Operating
Year ending March 31, Leases Leases
--------------------- -------------- --------------
<S> <C> <C>
2001 $ 48,481 $ 167,628
2002 38,448 167,628
2003 38,448 167,628
2004 38,448 85,438
2005 32,040 69,000
Thereafter - 132,250
-------------- --------------
$ 195,865 $ 789,572
-------------- ==============
Less amount representing interest 59,084
--------------
Present value of minimum lease payments 136,781
Less: current portion (28,199)
--------------
Long-term portion $ 108,582
==============
</TABLE>
Rental expense for the years ended March 31, 2000 and 1999 was approximately
$131,500 and $87,174, respectively.
The Company is subject to various lawsuits and claims arising out of the normal
course of its business. In the opinion of management, the ultimate liability to
the Company as a result of any legal proceedings will not materially effect the
financial position of the Company.
F-17
<PAGE>
NOTE 12--SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Supplemental cash flow information is as follows:
NUMEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Years ended March 31,
-----------------------------
2000 1999
------------ -----------
<S> <C> <C>
Cash paid for interest $ 190,189 $ 255,393
============ ===========
</TABLE>
Non-cash investing and financing activities were as follows:
<TABLE>
<CAPTION>
Years ended March 31,
-----------------------------
2000 1999
------------ -----------
<S> <C> <C>
Deemed dividend $ 1,728,107 -
Borrowings on capital leases 134,391 -
Conversion of preferred stock into 473,335 shares of common stock 47,334 -
Acquisition of subsidiary, net of cash acquired 123,692 -
------------ -----------
</TABLE>
F-18
<PAGE>
NUMEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
F-19
