<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-----------------------
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from __________ to __________
Commission file number 0-10909
CORNICHE GROUP INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 52-2023491
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
610 SOUTH INDUSTRIAL BLVD.
SUITE 220
EULESS, TEXAS 76040
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: 817-283-4250
NOT APPLICABLE
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark 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 reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
76,030,313 shares, $.001 par value, as of July 30, 1999
(Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date)
<PAGE> 2
CORNICHE GROUP INCORPORATED
INDEX TO FORM 10-Q
------------------
<TABLE>
<CAPTION>
Page No.
--------
<S> <C> <C>
Part I - Financial Information:
Item 1. Consolidated Financial Statements (Unaudited):
Balance Sheets
At June 30, 1999 and December 31, 1998....................................... 2
Statements of Operations
For the Six and Three Months Ended
June 30, 1999 and 1998 ...................................................... 3
Statements of Cash Flows
For the Six and Three Months Ended
June 30, 1999 and 1998 ...................................................... 4
Notes to Consolidated Financial Statements .................................. 5-13
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations ............................... 14-18
Item 3. Quantitative and Qualitative Disclosures
About Market Risk - Not Applicable........................................... 18
Part II - Other Information:
Item 1. Legal Proceedings - Not Applicable........................................... 19
Item 2. Changes in Securities And Use of
Proceeds - Not Applicable.................................................... 19
Item 3. Defaults Upon Senior Securities - Not Applicable............................. 19
Item 4. Submission of Matters to a Vote of Security
Holders - Not Applicable..................................................... 19
Item 5. Other Information - Not Applicable........................................... 19
Item 6. Exhibits and Reports on Form 8-K............................................. 19-21
Signatures ............................................................................. 22
</TABLE>
1
<PAGE> 3
CORNICHE GROUP INCORPORATED
CONSOLIDATED BALANCE SHEETS
(Unaudited)
A S S E T S
<TABLE>
<CAPTION>
June 30, December 31,
1999 1998
------------- -------------
Current assets:
<S> <C> <C>
Cash and cash equivalents $ 401,848 $ 206,313
Marketable securities 82,486 628,175
Prepaid expenses 22,464 --
------------- -------------
Total current assets 506,798 834,488
Property and equipment, net 133,533 40,781
Other assets 12,525 12,525
License, net of accumulated amortization 17,387 17,997
------------- -------------
$ 670,243 $ 905,791
============= =============
LIABILITIES, STOCKHOLDERS' EQUITY AND (CAPITAL DEFICIENCY)
Current liabilities:
Dividends payable - preferred stock $ 262,086 $ 236,981
Accounts payable, accrued expenses
and other current liabilities 241,266 133,941
Current portion of capital lease obligations 21,302 4,649
------------- -------------
Total current liabilities 524,654 375,571
------------- -------------
Long-term debt
Note payable to Bank 80,683 --
Capital lease obligations 8,027 9,262
Series A Convertible Preferred Stock:
Series A $0.07 cumulative convertible preferred
stock - stated value - $1.00 per share
Issued - 1,000,000 shares
Outstanding - 816,852 shares at June 30, 1999
and 828,765 shares at December 31, 1998 816,852 828,765
------------- -------------
Convertible Redeemable Preferred Stock, Common Stock,
Other Stockholders' Equity and (Accumulated Deficit):
Preferred stock - authorized 5,000,000 shares
Series B convertible redeemable preferred
stock, $.01 par value:
Authorized, issued and outstanding at June 30,
1999 and December 31, 1998 - 825,000 shares 8,250 8,250
Common stock $.001 par value:
Authorized - 30,000,000 shares,
Issued and outstanding - 7,040,585 at June 30,
1999 and 6,369,968 at December 31, 1998 7,041 6,370
Additional paid-in capital 3,409,798 2,838,420
Accumulated deficit (4,183,969) (3,160,847)
------------ ------------
Total convertible redeemable preferred
stock, common stock, other stockholders'
equity and (accumulated deficit) (758,880) (307,807)
------------ ------------
$ 670,243 $ 905,791
============= =============
</TABLE>
See accompanying notes to financial statements.
2
<PAGE> 4
CORNICHE GROUP INCORPORATED
STATEMENTS OF OPERATIONS
(Unaudited)
CORNICHE GROUP INCORPORATED
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
For the Six Months Ended For the Three Months Ended
June 30, June 30,
------------------------------ ---------------------------
1999 1998 1999 1998
----------- ----------- ---------- -----------
(Consolidated) (Consolidated)
<S> <C> <C> <C> <C>
Net Sales $ -- $ -- $ -- $ --
Cost of sales -- -- -- --
----------- ----------- ---------- -----------
Gross profit -- -- -- --
General and administrative expenses 999,763 187,522 600,641 134,237
----------- ----------- ---------- -----------
Operating loss (999,763) (187,522) (600,641) (134,237)
Interest income - net 5,965 24,217 1,512 12,666
----------- ----------- ---------- -----------
Loss before preferred dividend (993,798) (163,305) (599,129) (121,571)
Preferred dividend 28,714 30,627 14,268 15,643
----------- ----------- ---------- -----------
Net loss $ (1,022,512) $ (193,932) $ (613,397) $ (137,214)
============ =========== ========== ===========
Net loss per share of common stock
($0.16) ($0.04) ($0.10) ($0.02)
============ =========== ========== ===========
Weighted average number of common
shares outstanding 6,377,357 5,540,709 6,380,997 5,916,146
============ =========== ========== ===========
</TABLE>
See accompanying notes to financial statements.
3
<PAGE> 5
CORNICHE GROUP INCORPORATED
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
For the Six
Months Ended
June 30,
----------------------------
1999 1998
----------- -----------
(Consolidated)
<S> <C> <C>
Cash flows from operating activities:
Net loss $(1,022,512) $ (193,932)
Adjustments to reconcile net loss to net ----------- -----------
cash used in operating activities:
Series A Preferred stock dividends 28,714 30,627
Depreciation 10,866 187
Increase (decrease) in cash flows as
a result of changes in assets
and liability account balances:
Other receivables -- (5,400)
Prepaid expenses (22,464) (5,735)
Accounts payable, accrued expense
and other current liabilities 107,325 78,195
----------- -----------
Total adjustments 124,441 97,874
----------- -----------
Net cash used in operating activities (898,071) (96,058)
----------- -----------
Cash flows from investing activities:
Decrease in marketable securities 545,689 --
Acquisition of property assets (103,618) --
----------- -----------
Net cash provided by investing activities 442,071 --
----------- -----------
Cash flows from financing activities:
Net proceeds from issuance of preferred stock -- 76,500
Net proceeds from issuance of capital stock 556,527 125,000
Payments of long-term debt 3,651 --
Proceeds of bank loan 98,659 --
----------- -----------
Net cash provided by financing activities 651,535 201,500
----------- -----------
Net increase in cash 195,535 105,442
Cash and cash equivalents at beginning of period 206,313 1,020,941
----------- -----------
Cash and cash equivalents at end of period $ 401,848 $ 1,126,383
=========== ===========
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period:
Income taxes $ -- $ --
=========== ===========
Interest $ 719 $ --
=========== ===========
Supplemental Schedules of Non-Cash Transactions:
Series A Preferred Stock and dividends thereon
converted to common stock and additional
paid-in capital upon conversion $ 28,714 $ 3,059
=========== ===========
</TABLE>
See accompanying notes to financial statements.
4
<PAGE> 6
CORNICHE GROUP INCORPORATED AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1999
(Unaudited)
NOTE 1 - THE COMPANY.
Corniche Group Incorporated (hereinafter referred to as the
"Company" or "CGI") as a result of a reverse acquisition with
Corniche Distribution Limited and its Subsidiaries ("Corniche"),
was engaged in the retail sale and wholesale distribution of
stationery products and related office products, including office
furniture, in the United Kingdom. The operating subsidiaries of
Corniche were Chessbourne International Limited ("Chessbourne")
and The Stationery Company Limited ("TSCL").
Corniche experienced large operating losses and net cash
outflows from operating activities in fiscal 1995 and 1996
resulting in a significant reduction in working capital during
the period. The Company was unsuccessful in its efforts to raise
interim financing to resolve its liquidity problems.
Additionally, the Company was not able to convert a significant
portion of its bank debt to equity. As a result, receivers were
appointed to Corniche's subsidiaries, Chessbourne and TSCL on
February 7, 1996 by their primary bankers and secured lender,
Bank of Scotland, and Corniche Distribution Limited was placed in
receivership on February 28, 1996. From that time until May 1998,
the Company was inactive.
On March 4, 1998, the Company entered into a Stock Purchase
Agreement ("Agreement"), approved by the Company's stockholders
on May 18, 1998, with certain individuals (the "Initial
Purchasers") whereby the Initial Purchasers acquired an aggregate
of 765,000 shares of a newly created Series B Convertible
Redeemable Preferred Stock, par value $0.01 per share. Thereafter
the Initial Purchasers have been endeavoring to establish for the
Company new business operations in the service contract business
and the insurance industry.
On September 30, 1998, the Company acquired all of the
capital stock of Stamford Insurance Company, Ltd. ("Stamford")
for $37,000 in cash in a transaction accounted for as a purchase.
Stamford was charted under the laws of, and is licensed to
conduct business as an insurance company by, the Cayman Islands.
From its inception through its acquisition by the Company,
Stamford did not generate any revenues but has incurred expenses.
5
<PAGE> 7
NOTE 1 - THE COMPANY. (Continued)
The unaudited consolidated combined results of operations,
on a pro forma basis as though Stamford had been acquired at the
beginning of each period, is as follows:
<TABLE>
<CAPTION>
For the Six Months
Ended June 30, 1998
-------------------
<S> <C>
Net sales $ --
=============
Costs and expenses $ 193,742
=============
Net loss ($ 196,848)
============
Net loss per share ($0.04)
======
</TABLE>
NOTE 2 - BASIS OF PRESENTATION.
The accompanying unaudited financial statements have been
prepared in accordance with generally accepted accounting
principles for interim financial information and with the
instructions for Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management,
the statements contain all adjustments (consisting only of normal
recurring accruals) necessary to present fairly the financial
position as of June 30, 1999 and the results of operations and
cash flows for the six months ended June 30, 1999 and 1998. The
results of operations for the six months ended June 30, 1999 and
1998 are not necessarily indicative of the results to be expected
for the full year.
The December 31, 1998 balance sheet has been derived from
the audited financial statements at that date included in the
Company's annual report on Form 10-K. These unaudited financial
statements should be read in conjunction with the financial
statements and notes thereto included in the Company's annual
report on Form 10-K.
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.
(a) Estimates:
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect certain reported
amounts and disclosures. Accordingly, actual results could differ
from those estimates.
(b) Cash Equivalents:
Short-term cash investments which have a maturity of ninety
days or less are considered cash equivalents in the statement of
cash flows.
6
<PAGE> 8
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES. (Continued)
(c) Marketable Securities:
The Company uses an investment advisory company to invest
its funds in highly liquid cash management funds. The market
value of the investment approximates cost.
(d) Property and Equipment:
Property and equipment are depreciated by the straight-line
method over the estimated useful lives of the assets, which range
principally from three to ten years. Assets held under capital
leases are amortized over the life of the lease which
approximates its useful life.
(e) Income Taxes:
Effective October 1993, the Company adopted SFAS 109,
"Accounting for Income Taxes", which recognizes (a) the amount of
taxes payable or refundable for the current year and (b) deferred
tax liabilities and assets for the future tax consequences of
events that have been recognized in an enterprise's financial
statement or tax returns. There are no significant differences
between the financial statement and tax basis of assets and
liabilities and, accordingly, no deferred tax provision/benefit
is required. At December 31, 1998, the Company's tax year-end,
the Company had a federal net operating loss carryforward of
approximately $1,038,000, which can be applied against future
income. The future tax benefit of the operating loss carryforward
of $353,000 has been fully reserved as it is not more likely than
not that the Company will be able to use the operating loss in
the future.
The Tax Reform Act of 1986 enacted a complex set of rules
limiting the utilization of net operating loss carryforwards to
offset future taxable income following a corporate ownership
change. The Company's ability to utilize its net operating loss
carryforwards is limited following a change in ownership in
excess of fifty percentage points.
The 825,000 shares of Series B Convertible Redeemable
Preferred Stock, subject to certain conditions, can be converted
into 8,250,000 common shares. Such conversion would trigger a 50%
change in ownership of the Company. The effect would be to limit
the amount of operating loss to be utilized in any tax year.
Additionally, the Company has plans to sell up to 3,500,000
shares of its common stock in a private placement (see Note 7),
which could effect the utilization of the net operating loss.
7
<PAGE> 9
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES. (Continued)
(f) Fair Value of Financial Instruments:
The Company adopted Statement of Financial Accounting
Standards No. 121 ("SFAS No. 121"), "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed of". The statement requires that the Company recognize
and measure impairment losses of long-lived assets, certain
identifiable intangibles, value long-lived assets to be disposed
of and long-term liabilities. At June 30, 1999, the carrying
values of the Company's other assets and liabilities approximate
their estimated fair values.
(g) Earnings Per Share:
The Company adopted Statement of Financial Accounting
Standards No. 128, "Earnings Per Share," in the year ended March
31, 1998. Basic earnings per share is based on the weighted
effect of all common shares issued and outstanding, and is
calculated by dividing net income available to common
stockholders by the weighted average shares outstanding during
the period. Diluted earnings per share, which is calculated by
dividing net income available to common stockholders by the
weighted average number of common shares used in the basic
earnings per share calculation plus the number of common shares
that would be issued assuming conversion of all potentially
dilutive securities outstanding, is not presented as it is
anti-dilutive in all periods.
(h) Recently Issued Accounting Pronouncements:
The Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130 - "Reporting Comprehensive
Income", No. 131 - "Disclosures about Segments of an Enterprise
and Related Information", No. 132 - "Employer's Disclosures about
Pension and Other Postretirement Benefits" and No. 133 -
"Accounting for Derivative Instruments and Hedging Activities".
Management does not believe that the effect of implementing these
new standards will be material to the Company's financial
position, results of operations and cash flows.
NOTE 4 - SERIES A $0.07 CONVERTIBLE PREFERRED STOCK.
In connection with the settlement of the securities class
action litigation in 1994, the Company issued 1,000,000 shares of
Series A $0.07 Convertible Preferred Stock (the "Series A
Preferred Stock") with an aggregate value of $1,000,000. The
following summarizes the terms of Series A Preferred Stock as
more fully set forth in the Certificate of Designation relating
to the Series A Preferred Stock. The Series A Preferred Stock has
a liquidation value of $1 per share, is non-voting and
convertible into common stock of the Company at a price of $5.20
per share. Holders of Series A Preferred Stock are entitled to
receive cumulative cash dividends of $0.07 per year,
8
<PAGE> 10
NOTE 4 - SERIES A $0.07 CONVERTIBLE PREFERRED STOCK. (Continued)
payable semi-annually. Until November 30, 1999, the Series A
Preferred Stock is callable by the Company at a price of $1.04
per share, plus accrued and unpaid dividends, and thereafter at a
price of $1.05 per share, plus accrued and unpaid dividends. In
addition, if the closing price of the Company's common stock
exceeds $13.80 per share for a period of 20 consecutive trading
days, the Series A Preferred Stock is callable by the Company at
a price equal to $0.01 per share, plus accrued and unpaid
dividends. The Certificate of Designation for the Series A
Preferred Stock also states that, at any time after December 31,
1999, any holder of the Series A Preferred Stocks may require the
Company to redeem his shares of Series A Preferred Stock (if
there are funds with which the Company may do so) at a price of
$1.00 per share. Notwithstanding any of the foregoing redemption
provisions, if any dividends on the Series A Preferred Stock are
past due, no shares of Series A Preferred Stock may be redeemed
by the Company, unless all outstanding shares of Series A
Preferred Stock are simultaneously redeemed. During the six
months ended June 30, 1999, 11,913 shares of the Series A
Preferred Stock were converted into 2,287 shares of common stock.
At June 30, 1999, 816,852 shares of Series A Preferred Stock were
outstanding.
NOTE 5 - STOCKHOLDER'S EQUITY.
(a) Series B Convertible Redeemable Preferred Stock:
On March 4, 1998, the Company entered into a Stock
Purchase Agreement ("Agreement"), approved by the Company's
stockholders on May 18, 1998, with certain individuals (the
"Initial Purchasers") whereby the Initial Purchasers and two
other persons acquired an aggregate of 825,000 shares of a newly
created Series B Convertible Redeemable Preferred Stock ("Series
B Stock"), par value $0.01 per share.
Pursuant to the Agreement and subsequent transactions, the
Initial Purchasers acquired 765,000 shares of Series B Stock for
$76,500 in cash. The Company has paid certain legal expenses of
the Initial Purchasers equaling approximately $50,000 in
connection with the Transaction. In addition, the Company issued
50,000 shares of Series B Stock to Alan Zuckerman as compensation
valued at $5,000 for his assistance to the Company in the
identification and review of business opportunities and this
transaction and for his assistance in bringing the transaction to
fruition. Additionally, the Company issued 10,000 shares of
Series B Stock to James Fyfe as compensation valued at $1,000 for
his work in bringing this transaction to fruition. These
issuances diluted the voting rights of existing stockholders by
approximately 57%. The total number of authorized shares of
Series B Preferred Stock is 825,000.
The following summarizes the terms of the Series B Stock
whose terms are more fully set forth in the Certificate of
Designation relating to the Series B Stock. The Series B Stock
carries a zero coupon and each share of the Series B Stock is
convertible into ten shares of the Company's Common Stock. The
holder of a share of the Series B Stock is entitled to ten times
any dividends paid on the Common Stock and such stock has ten
votes per
9
<PAGE> 11
NOTE 5 - STOCKHOLDER'S EQUITY. (Continued)
(a) Series B Convertible Redeemable Preferred
Stock: (Continued)
share and votes as one class with the Common Stock.
Accordingly, the Initial Purchasers have sufficient voting power
to elect all of the Board of Directors. However, the Initial
Purchasers are required to vote in favor of Mr. Fyfe or his
designee as a director of the Corporation through June 30, 2000.
The holder of any share of Series B Stock has the right, at
such holder's option (but not if such share is called for
redemption), exercisable on or after September 30, 2000, to
convert such share into ten (10) fully paid and non-assessable
shares of Common Stock (the "Conversion Rate"). The Conversion
Rate is subject to adjustment as stipulated in the Agreement.
Upon liquidation, the Series B Stock would be junior to the
Corporation's Series A Preferred Stock and would share ratably
with the Common Stock with respect to liquidating distributions.
Pursuant to the terms of the Agreement and the Certificate
of Designation relating to the Series B Stock, from March 31,
2000 to June 30, 2000, the Company has the right to repurchase or
redeem such shares of Series B Stock from the holders for total
consideration of $0.10 per share ($82,500 in the aggregate)
unless, during the period from the date of the closing of the
transaction through March 31, 2000,
(i) the Company's shares of common stock maintain a
minimum closing bid price of not less than $2 per
share on a public market during a period of any 10
consecutive trading days, and either
(ii) the Company raises a minimum of $2,500,000 of new
equity capital through a placement of Common Stock,
or
(iii) the Company has net revenues of at least $1,000,000
in any fiscal quarter through the fiscal quarter
ending March 31, 2000 (collectively, the "Trigger
Conditions").
Mr. Fyfe or the director designated by Mr. Fyfe will have
the ability to determine if the Company will elect to exercise
this redemption right on behalf of the Company.
(b) Common Stock:
On May 15, 1997, the Company commenced a private securities
offering pursuant to Rule 506 of Regulation D of the Securities
Act of 1933, as amended. The offering consisted of up to 400
units, each unit consisting of 10,000 shares of common stock
being offered at a price of $5,000 per unit. The Company used a
placement agent for such offering who received a sales commission
equal to 10% of the offering price of each unit sold. In
connection with the offering, 369 units were sold for gross
receipts of $1,845,000 from which the agent was paid a commission
$184,500 for net proceeds of $1,660,500 to the Company. The
proceeds of such offering were intended to be utilized to enable
the Company to attempt to effect the acquisition of an
10
<PAGE> 12
NOTE 5 - STOCKHOLDER'S EQUITY. (Continued)
(b) Common Stock: (Continued)
operating business entity, for working capital and to pay off the
promissory notes and to redeem the common stock purchase warrants
issued in the Company's private securities offering which was
completed on April 30, 1997.
In March 1998, the Company sold 250,000 shares of common
stock at $.50 per share realizing proceeds of $125,000.
At the Company's annual meeting of stockholders held on May
18, 1998, the stockholders approved the reduction of the par
value of the common stock from $0.10 per share to $0.001 per
share. The par value was reduced to $0.001 per share to conform
with the new Series B Stock, as each share of the Series B Stock
is convertible into ten (10) shares of common stock.
(c) Warrants:
The Company has issued common stock purchase warrants from
time to time to investors in private placements, certain vendors,
underwriters and directors and officers of the Company.
A total of 101,308 shares of common stock are reserved for
issuance upon exercise of warrants as of June 30, 1999.
(d) 1998 Employee Incentive Stock Option Plan:
Under the Company's 1998 Employee Incentive Stock Option
Plan (the "1998 Plan"), the maximum aggregate number of shares
which may be issued under options is 300,000 shares of Common
Stock. The aggregate fair market value (determined at the time
the option is granted) of the shares for which incentive stock
options are exercisable for the first time under the terms of the
1998 Plan by any eligible employee during any calendar year
cannot exceed $100,000. The option exercise price of each option
is 100% of the fair market value of the underlying stock on the
date the option is granted, except that no option will be granted
to any employee who, at the time the option is granted, owns
stock possessing more than 10% of the total combined voting power
of all classes of stock of the Company or any subsidiary unless
(a) at the time the options granted, the option exercise price is
at least 110% of the fair market value of the shares of Common
Stock subject to the option and (b) the option by its terms is
not exercisable after the expiration of five years from the date
such option is granted.
The Plan will be administered by a committee of
disinterested directors of the Board of Directors of the Company
("Option Committee"). On February 15, 1999, the Company's Chief
Operating Officer was granted an option under the 1998 Plan to
acquire 75,000 shares of Common Stock at an exercise price of
$1.097 per share.
11
<PAGE> 13
NOTE 5 - STOCKHOLDER'S EQUITY. (Continued)
(e) Independent Directors Compensation Plan:
In order to be able to attract qualified independent
directors in the future, the Corporation has adopted the
Independent Directors Compensation Plan, pursuant to which each
director who is not an officer or employee of the Company would
receive compensation of $2,500 plus 500 shares of the Company's
Common Stock each quarter. The Plan became effective as of April
30, 1998.
Independent directors also continue to be eligible to
receive stock options to purchase 1,500 shares of Common Stock at
an exercise price equal to fair market value each year under the
Director Option Plan.
NOTE 6 - OTHER EVENTS.
(a) Lease of New Office Space:
As of August 1, 1998, the Company entered into a three year
lease for business offices of 4,100 square feet in Euless, Texas
at an annual rental of $50,000.
(b) Investment Contract:
The Company entered into an investment advisory agreement
with AIG Global Investment Corporation ("AIG") under which AIG
will function as investment advisor and manager of all the
Company's investable assets. AIG provides management services to
all affiliated insurance companies of American International
Group and other third-party institutions on a world-wide basis.
(c) Year 2000:
Even though the Company at the present time does not have
any operations, it recognizes the need to ensure that its future
operations, if any, will not be adversely effected by Year 2000
software or hardware failures. The Company has commenced
communications with its suppliers, banks, investment advisors and
others with which it presently does business to coordinate Year
2000 conversion, and it intends to continue such communications
over the next several months. The results of such communications,
which to date are insignificant, have not required the Company to
incur any additional costs.
Since the Company has not been engaged in any business for
the past several years, its basic concerns regarding Year 2000
are focused on the future. The Company has received assurances
from the vendors of the hardware and software that it has
acquired to date that such hardware and software is Year 2000
compliant. The Company intends to continue to obtain such
assurances in connection with any future purchases of hardware
and software.
The Company does not know what impact, if any, Year 2000
non-compliance will have on its financial condition or its
contemplated future operations. Based upon information currently
available, the Company does not anticipate that, in the
aggregate, costs associated with Year 2000 issue will have a
material adverse financial impact. However, there can be no
assurances that, despite steps taken by the Company to insure
that it, its future customers, its suppliers and others are free
of Year 2000 issues, the Company will not encounter
non-compliance issues that could
12
<PAGE> 14
NOTE 6 - OTHER EVENTS. (Continued)
have a material adverse impact on its financial condition and/or
its future operations. If, despite the Company's efforts under
its Year 2000 planning, there are Year 2000 related failures
affecting the Company from outside sources, management at the
present time does not believe the impact will be substantial.
NOTE 7 - SUBSEQUENT EVENT.
In May 1999, the Company entered into a placement agent
agreement with a broker-dealer to sell 3,500,000 shares of its
common stock to accredited investors in a private offering that
will be exempt from the registration requirements of the
Securities Act. The gross proceeds from the sale of the
securities before offering costs (estimated to be $355,000) is
anticipated to be $3,150,000. If the offering is successful, the
Company will lose its right to repurchase the Series B Stock for
$0.10 per share, as the requisite conditions for extinguishment
of this repurchase right will have been met. As of June 30, 1999,
the Company received $556,527 from the sale of 668,335 shares of
stock, net of offering costs of $144,973.
NOTE 8 - NOTE PAYABLE TO BANK.
The note payable to a bank is payable in 59 monthly
installments of $2,043 including interest at 8.75% per annum
beginning in June 1999 and a final payment of approximately
$1,533. The note is collaterialized by the Company's computer
hardware and software.
Annual maturities are as follows:
<TABLE>
<CAPTION>
Year End
June 30
-------
<S> <C>
2000 $ 16,653
2001 18,170
2002 19,825
2003 21,631
2004 21,057
--------
$ 97,336
========
</TABLE>
13
<PAGE> 15
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in
conjunction with the financial statements and notes thereto
contained elsewhere in this Form 10-Q. Certain statements under
this caption "Management's Discussion and Analysis of Financial
Conditions and Results of Operations," constitute
"forward-looking statements" under the Private Securities
Litigation Reform Act of 1995.
PLAN OF OPERATION
Through February 28, 1996, the Company was engaged in the
retail sale and wholesale distribution of stationery products and
related office products, including office furniture, in the
United Kingdom through its two subsidiaries. As a result of large
operating losses and cash outflows in 1995 and 1996, receivers
were appointed to these subsidiaries in February 1996. From the
liquidation of the subsidiaries by the receivers through May
1998, the Company was inactive.
At the 1998 Annual Meeting of the Stockholders held in May
1998, the Company's stockholders approved the terms of a Stock
Purchase Agreement (the "Agreement") among the Company, Mr. Joel
San Antonio and certain other individuals. Pursuant to the
Agreement, Mr. San Antonio and the other individuals purchased
765,000 shares of the Company's newly created Series B Preferred
Stock for $76,500. An additional 60,000 shares of Series B
Preferred Stock were issued to two individuals for services
rendered to the Company in connection with the Agreement.
The Series B Preferred Stock has 10 votes per share and
votes as a class with the Common Stock on all matters submitted
to a vote of the Company's stockholders. Each share of Series B
Preferred Stock is convertible into 10 shares of Common Stock and
is entitled to ten times any dividends paid on the Common Stock.
The Series B Preferred Stock carries a zero coupon.
As a result of the issuance of the Series B Preferred Stock
pursuant to the Agreement, Mr. San Antonio has control of the
Company, as he holds approximately 47% of the Company's voting
power. However, Mr. San Antonio and the other individuals who
acquired Series B Preferred Stock pursuant to the Agreement are
required to vote in favor of Mr. James Fyfe or his designee as a
director of the Company through June 30, 2000.
Since May 1998, the Company has been developing a
comprehensive strategic and operational business plan and
assembling a quality management team. Following the Company's
change of control, the Company's management has sought to put in
place a new strategic and operational business plan for the
Company that involves the Company's entry into the service
contract business and the insurance industry.
The Company has developed a web site on the Internet to
market service contracts on automobiles and consumer products.
The Company's web site is called WarrantySuperstore.com. Through
the WarrantySuperstore.com web site, the Company sells its
products and services directly to consumers. The Company does not
intend currently to have any other distribution channels for its
products and services other than the Internet.
The first product line offered through the
WarrantySuperstore.com web site is the Vehicle Service Contract
Program, which includes automobile service contracts for
14
<PAGE> 16
new and used vehicles. The Company intends to add new product
lines to the web site every two to three months. The Company went
online with its first product, vehicle service contracts, during
the last week of April 1999. In July, 1999, the Company added its
home warranty program. With funds from the private securities
offering described in Note 7 of the Notes to the Company's
Consolidated Financial Statement, the Company intends to
advertise its web site through print, radio and television and
links from other Internet sites.
The Company has received from Reliance National Insurance
Company a Contractual Liability Policy providing coverage for the
Company as the obligor under the aforementioned Vehicle Service
and Home Warranty Contracts.
The Company expects that it will use the
WarrantySuperstore.com site to generate advertising revenues by
selling banner page advertisements on its web site on a preferred
client list basis.
Stamford Reinsurance Activities
On September 30, 1998, the Company acquired all of the
capital stock of Stamford Insurance Company, Ltd. ("Stamford").
Stamford was chartered under the laws of the Cayman Islands in
1991. Stamford has not generated any revenues since its
inception. Stamford is licensed by the Cayman Islands to conduct
business as an insurance company.
When Stamford is sufficiently capitalized, the Company
intends to request the insurance carriers who provide contractual
liability coverage to the Company on its service contracts to
share (via reinsurance) a portion of the risk with Stamford. The
Company's ability to influence the insurance carriers to direct
reinsurance business to Stamford will depend on the Company's
negotiating strength, which, in turn, will depend on the success
of the WarrantySuperstore.com program. Stamford's ability to
reinsure the Company's Internet business will largely depend on
the primary insurance carrier's willingness to cede reinsurance
to Stamford.
The Company's long range plans for Stamford depends on
Stamford's growth and development of greater financial stability.
If Stamford's operations are successful, the Company plans to
have Stamford seek reinsurance opportunities that are not related
to the Company. Stamford may use reinsurance brokers to identify
other reinsurance opportunities.
Domestic Licensing Plans
As an offshore insurance company, Stamford is permitted to
function as a reinsurance company in the United States. As such,
it can reinsure U.S. insurance companies. The Company's long
range strategy is to identify and acquire a property and casualty
insurance carrier that holds state licenses. If the Company
acquires a domestic insurance carrier, it will use the carrier to
act as a specialty insurer in niche commercial markets that are
under served by standard insurance carriers.
RESULTS OF OPERATIONS
During the period March 1996 through March 1998, the
Company's primary activities were to engage in three private
securities offerings, and to settle and pay off certain of its
outstanding liabilities. In May 1998, the stockholders approved
the Agreement and related issuance of the Series B Preferred
Stock and change in control of the Company.
15
<PAGE> 17
SIX MONTHS ENDED JUNE 30, 1999 VS. JUNE 30, 1998
The losses before net interest income and preferred dividend
accrual during the six month periods ended June 30, 1999 and 1998
were $1,000,000 and $188,000, respectively, which is an increase
of $812,000 (431.9%). The increase arose from increases in
general and administrative costs, primarily consulting and
professional fees, web site costs and general office costs.
Net interest income decreased to $6,000 in the current
period from $24,000 in the six months ended June 30, 1998. The
decrease is the result of sales of marketable securities.
The accrual of the preferred dividend remained relatively
constant in each period.
Net loss in the six months ended June 30, 1999 increased by
$889,000 (427.3%) to $1,023,000 from $194,000 in 1998,
principally from the increased general and administrative costs.
THREE MONTHS ENDED JUNE 30, 1999 VS. JUNE 30, 1998
The losses before net interest income and preferred dividend
accrual during the three month periods ended June 30, 1999 and
1998 were $601,000 and $134,000, respectively, which is an
increase of $467,000 (348.5%). The increase arose from increases
in general and administrative costs, primarily consulting and
professional fees, web site costs and general office costs.
Net interest income decreased to $2,000 in current period
from $13,000 in the three months ended June 30, 1998. The
decrease is the result sales of its marketable securities.
The accrual of the preferred dividend remained relatively
constant in each period.
Net loss in the current quarter increased by $476,000
(347.4%) to $613,000 from $137,000 in 1998, principally from the
increased general and administrative costs.
FINANCIAL CONDITION
The Company's cash condition increased by $196,000 to
$402,000 at June 30, 1999 from $206,000 at December 31, 1998, due
to the net proceeds of the issuance of capital stock of $557,000,
decrease in marketable securities of $546,000 and the proceeds of
bank debt of $99,000, offset by the acquisition of property and
equipment of $104,000 and cash used in operations by $898,000.
LIQUIDITY AND CAPITAL RESOURCES
The Company relied solely on the proceeds from the sales of
its securities in October 1997, May 1998, May 1999 and June 1999
for the sources of its funds. The Company will need additional
capital to implement its business plan.
16
<PAGE> 18
The Company had negative working capital of $18,000 at June
30, 1999 and working capital of $459,000 at December 31, 1998.
The deterioration of working capital of approximately $477,000
primarily results from the net loss incurred during the six
months ended June 30, 1999.
INFLATION
Inflation has not had a significant effect on the Company's
operations or financial position and management believes that the
future effects of inflation on the Company's operations and
financial position will be insignificant.
YEAR 2000 COMPLIANCE
Even though the Company at the present time does not have
any operations, it recognizes the need to ensure that its future
operations, if any, will not be adversely effected by Year 2000
software or hardware failures. The Company has commenced
communications with its suppliers, banks, investment advisors and
others with which it does business to coordinate Year 2000
conversion and it intends to continue such communications over
the next several months. The results of such communications,
which to date are insignificant, have not required the Company to
incur any additional costs.
Since the Company has not been engaged in any business for
the past several years, its basic concerns regarding Year 2000
are focused on the future. The Company is in the process of
making the initial assessment of its computer information needs
and has just recently ordered and has partially received its
first system hardware, which is expected to be fully delivered
and installed shortly. The Company will be further assessing its
future software needs. The Company has received assurances from
the vendors of the hardware and software that it has acquired to
date that such hardware and software is Year 2000 compliant. The
Company will continue to obtain such assurances in connection
with any future purchases of hardware or software.
The Company does not know what impact, if any,
non-compliance will have on its financial condition or its
contemplated future operations. Based upon information currently
available, the Company does not anticipate that, in the
aggregate, costs associated with Year 2000 issue will have a
material adverse financial impact. However, there can be no
assurances that, despite steps taken by the Company to insure
that it, its future customers, its suppliers and others are free
of Year 2000 issues, the Company will not encounter
non-compliance issues that could have a material adverse impact
on its financial condition and/or its future operations. If,
despite the Company's efforts under its Year 2000 planning, there
are Year 2000 related failures affecting the Company from outside
sources, management at the present time does not believe the
impact will be substantial.
FORWARD-LOOKING AND CAUTIONARY STATEMENTS
Certain statements included in this report, including the
words "believes", "anticipates", "expects" and similar
expressions, are intended to identify forward-looking statements.
Such statements are subject to certain risks and uncertainties,
which could cause actual results to differ materially from those
projected. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date
hereof. The Company undertakes no obligation to republish revised
forward-looking statements to reflect events or circumstances
after the date hereof or to reflect the occurrences of
unanticipated events. Readers are also urged to carefully review
and consider the various disclosures made by the Company in this
17
<PAGE> 19
report, as well as the Company's periodic reports and other
filings with the Securities and Exchange Commission.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK.
Not applicable.
18
<PAGE> 20
CORNICHE GROUP INCORPORATED
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Not applicable.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
Not applicable.
ITEM 3. DEFAULTS UPON SECURITIES.
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
ITEM 5. OTHER INFORMATION.
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
The following exhibits are filed herewith or are incorporated by
reference from previous filings with the Securities and Exchange
Commission.
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<S> <C>
3.1 Certificate of Incorporation of the Company (1)
3.2 Amendment to Certificate of Incorporation of the Company (1)
3.3 Amendment to Certificate of Incorporation of the Company (2)
3.4 Amendment to Certificate of Incorporation of the Company (2)
3.5 Amendment to Certificate of Incorporation of the Company (3)
3.6 Amendment to Certificate of Incorporation of the Company (4)
3.7 Amendment to Certificate of Incorporation of the Company (5)
3.8 Amendment to Certificate of Incorporation of the Company (6)
3.9 Certificate of Designation for Series A Preferred Stock of the Company (7)
3.10 Amendment to Certificate of Incorporation of the Company (9)
</TABLE>
19
<PAGE> 21
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<S> <C>
3.11 Certificate of Designation for Series B Preferred Stock of the Company (10)
3.12 By-laws of the Company, as amended (6)
3.13 Amendment to Certificate of Incorporation of the Company (10)
4.1 Form of Underwriter's Warrant (6)
4.2 Form of Promissory Note - 1996 Offering (9)
4.3 Form of Promissory Note - 1997 Offering (9)
4.4 Form of Common Stock Purchase Warrant - 1996 Offering (9)
4.5 Form of Common Stock Purchase Warrant - 1997 Offering (9)
10.1 1986 Stock Option Plan, as amended (7)
10.2 1992 Stock Option Plan (8)
10.3 Stock Purchase Agreement dated as of January 30, 1997 by and among the
Company, the Bank of Scotland and 12 buyers (9)
10.4 Mutual Release dated as of January 30, 1997 by and among the Company,
James Fyfe and the Bank of Scotland (9)
10.5 Stock Purchase Agreement, dated as of March 4, 1998, between the
Company and the Initial Purchasers named therein (10)
10.6 1998 Employees Stock Option Plan (10)
27 Financial Data Schedule, filed herewith
</TABLE>
Notes:
(1) Filed with the Securities and Exchange Commission as
an exhibit, numbered as indicated above, to the
registration statement of the Company on Form S-18,
File No. 2-69627, which exhibit is incorporated
herein by reference.
(2) Filed with the Securities and Exchange Commission as
an exhibit, numbered as indicated above, to the
registration statement of the Company on Form S-2,
File No. 2-88712, which exhibit is incorporated
herein by reference.
(3) Filed with the Securities and Exchange Commission as
an exhibit, numbered as indicated above, to the
registration statement of the Company on Form S-2,
File No. 33-4458, which exhibit is incorporated
herein by reference.
(4) Filed with the Securities and Exchange Commission as
an exhibit, numbered as indicated above, to the
annual report of the Company on Form 10-K for the
year ended September 30, 1987, which exhibit is
incorporated herein by reference.
(5) Filed with the Securities and Exchange Commission as
an exhibit, numbered as indicated above, to the
registration statement of the Company on Form S-3,
File No. 33-42154, which exhibit is incorporated
herein by reference.
(6) Filed with the Securities and Exchange Commission as
an exhibit, numbered as indicated above, to the
registration statement of the Company on Form S-1,
File No. 33-42154, which exhibit is incorporated
herein by reference.
(7) Filed with the Securities and Exchange Commission as
an exhibit, numbered as indicated above, to the
annual report of the Company on Form 10-K for the
year ended September 30, 1994, which exhibit is
incorporated herein by reference.
20
<PAGE> 22
(8) Filed with the Securities and Exchange Commission as
an exhibit, as indicated above, to the proxy
statement of the Company dated March 30, 1992, which
exhibit is incorporated herein by reference.
(9) Filed with the Securities and Exchange Commission as
an exhibit, numbered as indicated above, to the
annual report of the Company on Form 10-K for the
year ended March 31, 1996, which exhibit is
incorporated herein by reference.
(10) Filed with the Securities and Exchange Commission as
an exhibit, as indicated above, to the proxy
statement of the Company dated April 23, 1998, which
exhibit is incorporated herein by reference.
(b) Reports on Form 8-K.
None.
21
<PAGE> 23
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CORNICHE GROUP INCORPORATED
(Registrant)
By: /s/ Robert Hutchins
---------------------------------------
Robert Hutchins, President and
Principal Financial Officer
Date: August 13, 1999
22
<PAGE> 24
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<S> <C>
3.1 Certificate of Incorporation of the Company (1)
3.2 Amendment to Certificate of Incorporation of the Company (1)
3.3 Amendment to Certificate of Incorporation of the Company (2)
3.4 Amendment to Certificate of Incorporation of the Company (2)
3.5 Amendment to Certificate of Incorporation of the Company (3)
3.6 Amendment to Certificate of Incorporation of the Company (4)
3.7 Amendment to Certificate of Incorporation of the Company (5)
3.8 Amendment to Certificate of Incorporation of the Company (6)
3.9 Certificate of Designation for Series A Preferred Stock of the Company (7)
3.10 Amendment to Certificate of Incorporation of the Company (9)
3.11 Certificate of Designation for Series B Preferred Stock of the Company (10)
3.12 By-laws of the Company, as amended (6)
3.13 Amendment to Certificate of Incorporation of the Company (10)
4.1 Form of Underwriter's Warrant (6)
4.2 Form of Promissory Note - 1996 Offering (9)
4.3 Form of Promissory Note - 1997 Offering (9)
4.4 Form of Common Stock Purchase Warrant - 1996 Offering (9)
4.5 Form of Common Stock Purchase Warrant - 1997 Offering (9)
10.1 1986 Stock Option Plan, as amended (7)
10.2 1992 Stock Option Plan (8)
10.3 Stock Purchase Agreement dated as of January 30, 1997 by and among the
Company, the Bank of Scotland and 12 buyers (9)
10.4 Mutual Release dated as of January 30, 1997 by and among the Company,
James Fyfe and the Bank of Scotland (9)
10.5 Stock Purchase Agreement, dated as of March 4, 1998, between the
Company and the Initial Purchasers named therein (10)
10.6 1998 Employees Stock Option Plan (10)
27 Financial Data Schedule, filed herewith
</TABLE>
Notes:
(1) Filed with the Securities and Exchange Commission as
an exhibit, numbered as indicated above, to the
registration statement of the Company on Form S-18,
File No. 2-69627, which exhibit is incorporated
herein by reference.
(2) Filed with the Securities and Exchange Commission as
an exhibit, numbered as indicated above, to the
registration statement of the Company on Form S-2,
File No. 2-88712, which exhibit is incorporated
herein by reference.
(3) Filed with the Securities and Exchange Commission as
an exhibit, numbered as indicated above, to the
registration statement of the Company on Form S-2,
File No. 33-4458, which exhibit is incorporated
herein by reference.
(4) Filed with the Securities and Exchange Commission as
an exhibit, numbered as indicated above, to the
annual report of the Company on Form 10-K for the
year ended September 30, 1987, which exhibit is
incorporated herein by reference.
(5) Filed with the Securities and Exchange Commission as
an exhibit, numbered as indicated above, to the
registration statement of the Company on Form S-3,
File No. 33-42154, which exhibit is incorporated
herein by reference.
(6) Filed with the Securities and Exchange Commission as
an exhibit, numbered as indicated above, to the
registration statement of the Company on Form S-1,
File No. 33-42154, which exhibit is incorporated
herein by reference.
(7) Filed with the Securities and Exchange Commission as
an exhibit, numbered as indicated above, to the
annual report of the Company on Form 10-K for the
year ended September 30, 1994, which exhibit is
incorporated herein by reference.
(8) Filed with the Securities and Exchange Commission as
an exhibit, as indicated above, to the proxy
statement of the Company dated March 30, 1992, which
exhibit is incorporated herein by reference.
(9) Filed with the Securities and Exchange Commission as
an exhibit, numbered as indicated above, to the
annual report of the Company on Form 10-K for the
year ended March 31, 1996, which exhibit is
incorporated herein by reference.
(10) Filed with the Securities and Exchange Commission as
an exhibit, as indicated above, to the proxy
statement of the Company dated April 23, 1998, which
exhibit is incorporated herein by reference.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 401,848
<SECURITIES> 82,486
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 506,798
<PP&E> 148,596
<DEPRECIATION> (15,063)
<TOTAL-ASSETS> 670,243
<CURRENT-LIABILITIES> 524,654
<BONDS> 0
816,852
8,250
<COMMON> 7,041
<OTHER-SE> (774,171)
<TOTAL-LIABILITY-AND-EQUITY> 670,243
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 999,763
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (993,798)
<INCOME-TAX> 0
<INCOME-CONTINUING> (993,798)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,022,512)
<EPS-BASIC> (0.16)
<EPS-DILUTED> 0
</TABLE>
