<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1995
-------------------------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
For the transition period from to
-------------- --------------
Commission File No. 0-7870
------
EVRO CORPORATION
- --------------------------------------------------------------------------------
(Name of Small Business Issuer in Its Charter)
Florida 59-3229961
- --------------------------------------- -------------------------------------
(State of Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
523 Douglas Avenue, Altamonte Springs, Florida 32714
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(407) 786-4460
- --------------------------------------------------------------------------------
(Issuer's Telephone Number, Including Area Code)
7501 W. Irlo Bronson Memorial Hwy., Suite 105, Kissimmee, Florida 34747
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if
changed since last year.)
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No
--- ---
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: As of May 12, 1995, the
Company had 2,333,957 shares of Common Stock outstanding, no par value.
1
<PAGE> 2
EVRO CORPORATION
CONSOLIDATED BALANCE SHEET
MARCH 31, 1995
(Unaudited)
<TABLE>
<S> <C>
ASSETS
------
CURRENT ASSETS:
Cash $ 2,918
Notes receivable (current portion) 115,000
Other receivables 14,146
Inventories - net 241,760
Prepaid expenses 51,550
Net current assets of discontinued operations 1,558
-----------
Total current assets 426,932
-----------
PROPERTY AND EQUIPMENT
(less accumulated depreciation of $425,456) 3,508,496
INVESTMENTS AND OTHER ASSETS:
Notes receivable (less current portion) 30,000
Investments in partnerships 30,405
Proprietary technology 126,578
Goodwill (less accumulated amortization of $47,663) 3,419,204
Other - net 4,180
Net other assets of discontinued operations 29,400
-----------
Total other assets 3,639,767
-----------
TOTAL ASSETS $ 7,575,195
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Notes payable and current portion of long-term debt $ 392,791
Accounts payable 484,720
Amounts due to affiliates 456,876
Other current liabilities 584,101
Net current liabilties of discontinued operations 253,619
-----------
Total current liabilities 2,172,107
LONG-TERM DEBT:
Long-term debt 1,710,853
Refundable memberships 40,000
Net long-term debt of discontinued operations 9,586
-----------
TOTAL LIABILITIES 3,932,546
-----------
STOCKHOLDERS' EQUITY:
Preferred stock, no par value
Series D convertible preferred stock 4,084,153
Series E convertible preferred stock 30,000
Common stock, no par value 2,142,757
Accumulated deficit (2,610,461)
-----------
3,646,449
Less: Common stock held by Technology Holdings, Inc., 42 shares at cost (3,800)
-----------
TOTAL STOCKHOLDERS' EQUITY 3,642,649
-----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 7,575,195
===========
</TABLE>
See notes to consolidated financial statements
2
<PAGE> 3
EVRO CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1994
(Unaudited)
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
SALES AND REVENUES
Memberships and other revenues $ 120,631 $
Product sales 132,209 1,082
---------- ----------
252,840 1,082
COST OF SALES AND REVENUES 262,585 (209)
---------- ----------
GROSS MARGIN (9,745) 1,291
---------- ----------
OPERATING EXPENSES:
Selling, general and administrative 214,316 92,424
Management and accounting services
provided by The Stellar Companies, Inc. 190,000 287,500
Research and development
Depreciation and amortization 25,205
---------- ----------
429,521 379,924
---------- ----------
OPERATING LOSS OF CONTINUING OPERATIONS (439,266) (378,633)
OTHER INCOME (EXPENSES)
Interest expense (42,864) (21,715)
Other-net 4,317
---------- ----------
NET LOSS OF CONTINUING OPERATIONS (477,813) (400,348)
LOSS OF DISCONTINUED OPERATIONS (48,157)
---------- ----------
NET LOSS $ (525,970) $ (400,348)
========== ==========
LOSS PER SHARE DATA:
NET LOSS OF CONTINUING OPERATIONS (0.58) (0.86)
LOSS OF DISCONTINUED OPERATIONS (0.06) -
---------- ----------
NET LOSS $ (0.64) $ (0.86)
========== ==========
AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 820,662 468,100
========== ==========
</TABLE>
See notes to consolidated financial statements
3
<PAGE> 4
EVRO CORPORATION
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
Common Stock Held by
Common Stock Technology Holdings, In Preferred Stock Additional
------------ ------------------------- --------------- Paid in Accumulated
Shares $ Shares $ Series D Series E Capital Deficit
------ ----- ------ --- -------- -------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE, JANUARY 1, 1995 59,734,634 $ 4,953 $ $ $ $ 2,167,804 $(2,084,491)
Adjustment to reflect reverse
purchase acquisition of EVRO
Corporation (57,536,676) 6,251,957 (2,167,804)
Issuance of Preferred Series D
Convertible Preferred Stock,
no par value (16,985 shares) (4,084,153) 4,084,153
Issuance of Preferred Series E
Convertible Preferred Stock,
no par value (30,000 shares) (30,000) 30,000
Purchase of treasury shares 42 (3,800)
Loss for the three months
ended March 31, 1995 (525,970)
----------- ----------- ---- -------- ----------- -------- ----------- ------------
BALANCE - MARCH 31, 1995 2,197,958 $ 2,142,757 42 $ (3,800) $ 4,084,153 $ 30,000 $ 0 $ (2,610,461)
=========== =========== ==== ======== =========== ======== =========== ============
</TABLE>
See notes to consolidated financial statements.
4
<PAGE> 5
EVRO CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1994
(Unaudited)
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (525,970) $ (400,348)
Adjustments to reconcile net loss to net cash utilized by
operating activities:
Depreciation and amortization 25,205 8,280
Increase in inventories (68,841) (2,196)
Decrease in other current assets 47,014 2,619
Increase in accounts payable 268,346 40,501
Decrease in other liabilities (79,750)
---------- ----------
Net cash used in continuing operations (333,996) (351,144)
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of EVRO Corporation 9,102
Note receivable 26,451
Other non-current assets 10,344
---------- ----------
Net cash provided by (used in) investing activities 45,897 0
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of borrowings (21,077)
Proceeds from sale of common stock 178,250
Proceeds from advances from affiliates:
The Stellar Companies Inc. 326,614 173,127
American Clinical Labs, Inc. (19,559)
Purchase of EVRO common stock (3,800)
Repayment of refundable memberships 9,080
---------- ----------
Net cash used in financing activities 291,258 351,377
---------- ----------
NET INCREASE (DECREASE) IN CASH 3,159 233
CASH, BEGINNING OF PERIOD 67 949
---------- ----------
3,226 1,182
Cash of discontinued operations (308) 0
---------- ----------
CASH, END OF PERIOD $ 2,918 $ 1,182
========== ==========
SUPPLEMENTAL DISCLOSURES:
Interest paid $ 11,507 $ 0
========== ==========
</TABLE>
See notes to consolidated financial statements
5
<PAGE> 6
EVRO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. GENERAL
The financial statements of EVRO Corporation ("EVRO" and the
"Company") and its subsidiaries as of March 31, 1995, and for the three months
ended March 31, 1995 and 1994, are unaudited and, in the opinion of management
reflect all adjustments necessary for a fair presentation of such data. All
such adjustments made were of a normal recurring nature, except as more fully
described in Notes 3 and 4 to the Consolidated Financial Statements. On March
14, 1995, the Company acquired 98.35% of the issued and outstanding common
shares of The Sports & Shopping Network, Inc., ("TSSN") a Florida corporation.
For financial reporting purposes, this transaction was accounted for as a
reverse purchase acquisition under which the companies were recapitalized to
include the historical financial information of TSSN and the assets and
liabilities of the Company revalued to reflect the market value of the
Company's outstanding shares. As closing occurred on March 14, 1995, the
middle of a month, the accounts of TSSN have been consolidated with the Company
as of February 28, 1995, a date that lies within the date on which the
transaction was initiated and the date of closing. The historical financial
statements prior to February 28, 1995, included herein, are those of TSSN. The
Company's significant accounting policies are described in the notes to the
December 31, 1994 financial statements and there have been no material changes
in significant accounting policies from those described therein. Certain
amounts for the prior year have been reclassified to conform to the 1995
presentation.
The consolidated financial statements include the accounts of EVRO and
its subsidiaries, Technology Holdings, Inc. ("THI") and The Sports & Shopping
Network, Inc. THI is a holding company with two principal operating
subsidiaries, Treasure Rockhound Ranches, Inc. ("Treasure Rockhound") and Tres
Rivers, Inc. ("Tres Rivers"). In addition, THI has four other subsidiaries,
Lintronics Technologies, Inc. ("Lintronics"), Imaging Technologies, Inc.
("Imaging"), EVRO Trading Corporation ("EVRO Trading"), and The Good Health
Channel, Inc. ("Good Health") for which the operations of each subsidiary were
terminated in 1994. TSSN has two wholly owned subsidiaries, International
Sports Collectibles, Inc. and Microsonics, International, Inc. and an 80% owned
subsidiary, Centennial Sports Promotions, Inc. All significant intercompany
transactions and accounts have been eliminated in consolidation.
2. BASIS OF ACCOUNTING
The consolidated financial statements of EVRO Corporation and its
subsidiaries have been presented on the basis that they are a going concern,
which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. The Company has incurred
operating losses during 1993, 1994 and the three months ended March 31, 1995,
of $1,703,000, $1,701,000, and $526,000, respectively, which have adversely
reduced the
6
<PAGE> 7
Company's liquidity and capital resources. At March 31, 1995, the Company had
current assets of $427,000 and current liabilities of $2,172,000 or a working
capital deficit of $1,745,000. In addition, TSSN and its subsidiaries are
considered to be development stage companies as defined in Financial Accounting
Standard No. 7 which will require substantial capital infusion to fully
establish their operations. As more fully discussed below, management of the
Company believes that it has put into place a business plan that will provide
for positive operating results and allow for the settlement of its liabilities
in a timely manner, however, should existing creditors demand immediate
payment, at the present time the Company does not have a readily available
source of additional capital nor a source of long term financing to allow for
the repayment of those creditors. Although the Company has plans in process
which it believes will allow it to obtain additional capital and other
financing, there can be no assurance that such plans will be implemented
successfully.
TSSN is engaged in the development of a television shopping network
specializing in the marketing of sports memorabilia, apparel and related sports
products through satellite, television broadcast stations and cable networks.
The Company plans to attain future profitable operations by developing (1)
sources of supply of products that it will sell at retail, (2) the ability to
produce and broadcast related television programming and (3) a distribution
network for such programming, either internally or by the acquisition of one or
more businesses.
3. SIGNIFICANT TRANSACTIONS
FORMATION OF TECHNOLOGY HOLDINGS, INC. - On January 20, 1995, the Company
organized THI as a Florida corporation, and contributed its assets and
liabilities together with 100% of the issued and outstanding common stock of
Treasure Rockhound, Tres Rivers, Lintronics, Imaging, and EVRO Trading, and 60%
of the issued and outstanding common stock of Good Health into THI in exchange
for all of the issued and outstanding stock of THI.
ACQUISITION OF THE SPORTS & SHOPPING NETWORK, INC. - On March 14, 1995, the
Company acquired 98.35% of the issued and outstanding common shares of The
Sports & Shopping Network, Inc., a Florida corporation, from The Stellar
Companies, Inc., a Florida corporation ("Stellar"). In connection with the
acquisition of the controlling interest in TSSN, the Company agreed to issue
16,759,038 shares of its common stock to Stellar ("the "TSSN Acquisition").
The common shares to be issued to Stellar, when issued, will represent 77.09%
of the outstanding shares of the Company's common stock, calculated on a fully
diluted basis. As the Company only had 2,500,000 shares of common stock
authorized at the time of closing of the TSSN Acquisition, the Company and
certain of its shareholders agreed to use their best efforts to cause the
Company's authorized common stock to be increased as soon as is practicable.
Pending such increase in the Company's authorized common stock, the Company
issued Stellar 500,000 restricted shares of its authorized but then unissued
common stock. Once the Company increases the number of its authorized common
stock, the Company shall be required to issue 16,259,038 (16,759,038 - 500,000)
shares of its common stock to Stellar, representing the balance of the
7
<PAGE> 8
Company's common stock to be issued to Stellar under the TSSN Acquisition
agreement, before consideration of the April 19, 1995 amendment discussed
below.
On April 19, 1995, Stellar agreed to return the 500,000 shares of
restricted common stock previously issued to Stellar at the closing of the
Company's purchase of TSSN. The Company asked Stellar to amend the TSSN
Acquisition agreement in order to make the 500,000 shares of common stock
available to the Company for issuance by the Company pursuant to its 1995
Employee Stock Compensation Plan. Stellar agreed to return the 500,000 shares
of common stock to the Company in exchange for the Company's agreement to
increase, by 1,000,000 shares, the number of shares of the Company's common
stock that the Company would issue to Stellar at such time as the Company
increases its authorized shares of common stock. Consequently, the number of
shares that the Company is obligated to issued to Stellar for the shares of
TSSN increase from 16,759,038 to 17,759,038.
In addition, the April 19, 1995 amendment to the TSSN Acquisition
agreement required that The Company issue to Stellar 500 shares of Series F
Convertible Preferred Stock ("Series F Preferred Stock") and, from time to
time. Each share of Series F Preferred Stock entitles the holder thereof with
the right to cast 1,000 votes on any matter requiring the approval of common
shareholders. In the event issues voting securities prior to the time that the
Company has increased the number of shares of its authorized shares of common
stock, the Company has agreed to issue additional Series F Preferred Stock to
Stellar in an amount equal in voting rights with any subsequent voting shares
of common or preferred stock issued by the Company. For example, if the Company
issued issued 300,000 shares of its common stock, the Company would be required
to issue 300 shares of Series F Preferred Stock to Stellar.
The Series F Preferred Stock is convertible, at the option of the
holder, into shares of the Company's restricted common stock following
completion of an increase in the Company's authorized shares of common stock on
a 10,000 for 1 basis. Stellar has informed the Company that it intends to
convert all Series F Preferred Stock it holds upon the Company completing the
increase in the authorized shares of common stock. Any common shares issued to
Stellar as a result of its conversion of Series F Preferred Stock into the
Company's common stock reduces the Company's obligation to issue the 17,759,038
shares of restricted common stock that the Company is obligated to issue
Stellar.
In the event of liquidation or dissolution of the Company, whether
voluntary or otherwise, after payment of the debts and liabilities of the
Company and before any distribution shall be made to the holder of any class of
common stock of the Company, Stellar shall be entitled to receive $1.00 per
share of Series F Convertible Preferred Stock in cash (an aggregate of $1,680
if all authorized shares are issued), subject to the first priority of all
holders of the Company's Series A 10% Convertible Preferred Stock, Series B 8%
Preferred Stock, Series C Convertible Preferred Stock, Series D Convertible
Preferred Stock and Series E Convertible Preferred Stock.
Pursuant to the agreement between the Company and Stellar, the Company
will offer to
8
<PAGE> 9
acquire the remaining 1.65% of TSSN's issued and outstanding shares of common
stock held by its minority shareholders in exchange for an aggregate of 281,418
shares of the Company's common stock.
The Company purchased the option to acquire TSSN from Boyar Holdings,
Inc. ("BHI") on January 12, 1995. Pursuant to the Assignment of Option
Agreement, the Company agreed to issue to BHI 30,000 shares of the Company's
Series E Convertible Preferred Stock ("Series E Preferred Stock") which shall
be convertible into 3,000,000 shares of the Company's restricted common stock
following completion of an increase in the Company's authorized shares of
common stock. In the event of liquidation or dissolution of the Company,
whether voluntary or otherwise, after payment of the debts and liabilities of
the Company and before any distribution shall be made to the holder of any
class of common stock of the Company, the holders of the Series E Preferred
Stock shall be entitled to receive $1.00 per share in cash (an aggregate of
$30,000), subject to the first priority of all holders of the Company's Series
A 10% Convertible Preferred Stock, Series B 8% Preferred Stock, Series C
Convertible Preferred Stock, and Series D Convertible Preferred Stock.
In conjunction with the TSSN acquisition, American Clinical Labs, Inc.
("ACL") the holder of 587,219 shares of the Company's common stock, provided to
Stellar an irrevocable proxy with full power of substitution, to represent ACL
or any assignee thereof at all regular and special meetings of shareholders, or
in connection with any other shareholder action of the Company, but only in
ACL's capacity as the owner of record of, and to vote the shares of the common
stock of the Company which are owned by ACL as of March 14, 1995 ("the
Shares"). This irrevocable proxy shall be effective from March 14, 1995 to the
date the Shares represent less than five percent (5%) of the Company's issued
and outstanding shares of common stock.
The Company has formed a wholly-owned subsidiary, THI, which owns all
of the assets that were owned by the Company prior to the TSSN acquisition.
Pursuant to such acquisition, the holders of record of the Company's common
stock as of March 27, 1995, will be issued a stock dividend consisting of the
Company's Series D Convertible Preferred Stock ("Series D Preferred Stock"),
which will have limited voting rights. The Company has the right, but not the
obligation, to redeem the Series D Preferred Stock in exchange for all of THI's
issued and outstanding capital stock. In the event of liquidation or
dissolution of the Company, whether voluntary or otherwise, after payment of
the debts and liabilities of the Company and before any distribution shall be
made to the holder of any class of common stock of the Company, the holders of
the Series D Preferred Stock shall be entitled to receive all of the THI Common
Stock owned by the Company, subject to the first priority of all holders of the
Company's Series A 10% Convertible Preferred Stock, Series B 8% Preferred
Stock, and Series C Convertible Preferred Stock. The net book value of THI as
of March 31, 1995 is approximately $3,988,000. The Company is prohibited
from pledging, hypothecating or otherwise encumbering its shares of THI's
capital stock.
The creation of THI and the authorization and issuance of the
Company's Series D Preferred was done for the purpose of preserving the value
of the Company's then existing assets for the
9
<PAGE> 10
holders of the Company's common stock at the time of the TSSN acquisition. Due
to the significant difference in the historical business of the Company and
that of TSSN, the Company insisted on the creation of THI as a condition of the
TSSN acquisition. The Company has agreed to contribute $455,000 to THI from
the proceeds that the Company anticipates it will receive from contemplated
private debt or equity offerings. Upon the successful completion of the
private debt or equity offerings, the Company intends to redeem the Series D
Preferred Stock in exchange for all of THI's issued and outstanding common
stock.
The TSSN Acquisition agreement also provides that THI shall be
entitled to receive, on an annual basis, that number of shares of the Company's
voting common stock (the "Special Shares") equal to 20% of the average total
assets of THI over a twelve month period (March 14 through the following March
13 each year) divided by Two Dollars ($2.00). The phase "total assets" is
defined to mean the amount set forth on the consolidated balance sheet of THI
as total assets, including, without limitation, the currents, property and
equipment (net of depreciation), investments and other assets (net of
amortization and adjustments). The phrase "average total assets" is defined to
mean the sum of the "total assets" (as defined above) of THI as set forth on
the balance sheets of THI during each of the quarters ending March 31, June 30,
September 30, and December 31 during each applicable twelve month period and
dividing the sum by four. THI's ratably earns the Special Shares over each
applicable twelve month period. THI's entitlement to the Special Shares shall
cease upon the redemption of the Series D Preferred Stock.
Stellar has the option to purchase the Special Shares from THI for an
amount equal to the greater of Two Dollars ($2.00) per share or 50% of the bid
price of the Company's common stock as of the end of the month preceding
Stellar's exercise of its option. Stellar's option to acquire the Special
Shares shall terminate June 30, 1997. Stellar has not been granted
"registration rights" with respect to the Special Shares.
The following example is provided to illustrate the application of the
contractual provisions of the TSSN Acquisition agreement related to the
obligation of the Company to issue Special Shares. The following illustration
presumes that the Company has not redeemed its Series D Preferred Stock prior
to March 13, 1996, as such event terminates the obligation of the Company to
issue Special Shares as discussed more fully above.
EXAMPLE: Assuming that the average total assets of THI for the period
from March 14, 1995 to March 13, 1996, equaled the total assets of THI
on December 31, 1994, ($5,194,873), then the number of shares of the
Company common stock; i.e., the Special Shares, that would be issued
to THI would total 519,487 shares [(20% x $5,194,873) / $2.00].
Stellar has the option to purchase the Special Shares from THI on or
before June 30, 1997 by paying THI the greater of (a) two dollars per
share; or (b) 50% of the bid price of the Company's common stock as of
the end of the month preceding Stellar's exercise of its option.
Assuming that the bid price of the Company's common stock on March 14,
1996, is
10
<PAGE> 11
equal to the bid price of the Company's common stock on March 14, 1995
[$1.31], the option price would be $2.00. If Stellar were to
exercise its option to acquire all of the Special Shares, it would be
required to pay THI $1,038,974.
To the extent that the Company redeems the Series D Preferred Stock by
issuing shares of THI to the holders thereof, the common shareholders of the
Company who do not also own shares of the Series D Preferred will be diluted,
as the Company will receive no consideration for the issuance of the Special
Shares. To the extent that Special Shares are issued to THI and Stellar
exercises its option to acquire the Special Shares from THI, Stellar will
benefit from such transaction to the extent that the market price of the shares
of the Company's common stock is greater than the option price that Stellar
must pay THI for thee Special Shares.
EXAMPLE: Assume that the "bid" price of the Company's common stock on
March 31, 1996, was $3.75 and the "ask" price $4.00. Applying the
formula set forth above, if Stellar exercises its option to acquire
the Special Shares on April 15, 1996, the option price will be $2.00
per share ( the greater of $2.00 or 50% of the bid price of the
Company's common stock). Stellar would receive unavailable to other
shareholders of the Company as it would be able to acquire shares of
the common stock of the Company at a substantial discount to the "ask"
price of the shares of the Company; however, the shares acquired by
Stellar would be restricted securities, as the term is defined in Rule
144(a)(3), promulgated by the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended, and as a result
thereof, not freely transferable by Stellar.
The Series D Preferred Stock contains a special dividend provision
that in the event such preferred stock is not redeemed by June 30, 1997, the
Company shall, as of July 1, 1997, declare a stock dividend of its voting
common stock payable to the holders of the Series D Preferred Stock equal to
the number of shares of common stock held by THI as of June 30, 1997.
Additional stock dividends shall be payable to the holders of Series D
Preferred Stock each July 1st following July 1, 1997 until the Company has
redeemed its Series D Preferred Stock. The amount of such additional stock
dividend shall equal the number of shares of the Company's common stock
transferred to THI during the immediately preceding twelve month period.
4. ACCOUNTING FOR ACQUISITION OF THE SPORTS & SHOPPING NETWORK, INC.
For financial reporting purposes, this transaction was accounted for
as a reverse purchase acquisition under which the companies were recapitalized
to include the historical financial information of TSSN and the assets and
liabilities of the Company were revalued to reflect the market value of the
Company's outstanding shares. The market value of the Company's outstanding
shares ($4,084,000) was based on the month end trading range of the Company's
common stock for the three months, December, 1994 and January and February,
1995. The carrying value of the Company's assets immediately prior to the
acquisition of TSSN reflect their approximate fair market value. The
transaction costs relating to the acquisition aggregated
11
<PAGE> 12
$305,000, including a finders fee of $150,000 and legal costs of $155,000. The
excess purchase price ($3,309,000), inclusive of the transaction costs of
acquisition, over and above the net assets of the Company immediately prior to
the acquisition of TSSN was allocated to goodwill. The goodwill is being
amortized on a straight line basis over 15 years, the estimated life of the
membership list of the Company's recreational vehicle ranches. No value has
been assigned to the minority shareholders of TSSN as the book value of the net
assets of TSSN was negative as of March 31, 1995.
As closing occurred in the middle of a month on March 14, 1995, the
transaction has been recorded as of February 28, 1995, a date that lies within
the date on which the transaction was initiated and the date of closing.
Accordingly, the financial statements for the quarter ended March 31, 1995
reflect the operations of TSSN for the quarter ended March 31, 1995 and the
operations of EVRO Corporation for the month ended March 31, 1995. The cost of
acquisition and net income for the period from February 28, 1995 to March 14,
1995 have been reduced by imputed interest of $17,903 using a 10% annual rate
of interest. The historical financial statements for 1994 are those of TSSN.
The calculations of loss per share for the three months ended March
31, 1995 were based on the weighted average number of shares as follows: (a)
for the period January 1, 1995 through March 14, 1995, the number of common
shares to be issued to Stellar (500,000 shares) and (b) for the period from
March 14, 1995 through March 31, 1995, the actual number of the Company's
shares outstanding. For the three months ended March 31, 1994, the weighted
average number of shares for each period was based on the number of the
Company's common shares to be issued to Stellar (500,000 shares) adjusted for
the effect of a November 30, 1994 change in the number of issued shares of TSSN
held by Stellar.
12
<PAGE> 13
The Condensed Proforma Combined Statements of Operations shown below
for the three month periods ended March 31, 1995 and 1994 have been prepared as
if the Company had been acquired as of the beginning of each of the respective
periods, adjusted to reflect an increase in amortization resulting from
goodwill recorded in the merger. The proforma weighted average number of
shares used to compute the proforma loss per share was based on the actual
number of the Company's shares outstanding, adjusted for the number of common
shares issued to Stellar (500,000 shares). For the three months ended March
31, 1994, the number of the Company's common shares issued to Stellar (500,000
shares) were adjusted for the effect of a November 30, 1994 change in the
number of issued shares of TSSN held by Stellar.
Condensed Proforma Combined Statement of Operations
<TABLE>
<CAPTION>
For the three months ended
March 31,
---------
1995 1994
---- ----
<S> <C> <C>
Sales and revenues $ 427,064 $ 278,191
Cost of sales and revenues 276,250 174,897
---------- ----------
Gross margin 150,814 103,294
Operating expenses 655,638 1,000,733
---------- ----------
Operating loss of continuing operations (504,824) (897,439)
Other income (expense) (40,825) (39,489)
---------- ----------
Loss from continuing operations $(545,649) $(936,928)
========= =========
Loss per share from continuing operations
$ (0.25) $ (0.64)
========= =========
Average number of common shares outstanding
2,178,726 1,459,703
========== =========
</TABLE>
5. INVENTORIES
As of March 31, 1995, inventories were comprised of sports memorabilia
($227,182) and Cager Classic apparel ($14,578). Inventories are carried at the
lower of cost (determined on a first-in, first-out basis) or market. The
inventory of sports memorabilia has been pledged as security to promissory
notes aggregating $1,975,000 issued by Stellar pursuant to a private placement
offering dated March 21, 1993.
13
<PAGE> 14
6. NOTES PAYABLE AND LONG TERM DEBT
Short term notes payable consist of the following:
<TABLE>
<S> <C>
Note payable to an individual at 15% per annum interest, due in June 1995. $ 200,000
Note payable to a related party at 7% per annum interest, due June 1995, as extended. 30,000
Note payable to a bank at 11.5% per annum interest, payable in
monthly installments of $2,200 including interest, due in August 1995. 10,272
Note payable to an individual due in May 1995. 16,667
Various notes payable 5,829
-----------
$ 262,768
===========
Long term debt consists of the following:
Note payable to an individual at 10% per annum interest, payable in monthly
installments of $9,900 including interest, with a balloon payment due in
February 1998, having land, 27,500 shares of EVRO's common stock and all
shares of Treasure Rockhound as collateral. $ 466,382
Note payable to individuals at 8% per annum interest, payable in monthly
installments of $3,375 including interest, due in 2001, having land,
buildings and equipment as collateral. 454,350
Note payable to a partnership at 8% per annum interest, payable in monthly
installment of $4,610 including interest, with a balloon payment due in
July 1996, having land, buildings and equipment as collateral. 362,990
Contract payable on purchase of mobile home park at 10.4% per annum interest,
payable in monthly installments of $3,500 including interest, having the
mobile home park as collateral. 249,839
Note payable to individuals at 10% per annum interest, payable in monthly
installments of $2,901 including interest, due in 2001, having land,
buildings and equipment as collateral. 257,112
Note payable to a bank at 10.45% per annum interest, payable in monthly
installments of $1,504 including interest, due in 1998, having land as collateral. 50,203
-----------
1,840,876
Less current portion (130,023)
-----------
$ 1,710,853
===========
</TABLE>
14
<PAGE> 15
Maturities of the long term debt over the next five years are as follows:
<TABLE>
<CAPTION>
Year ended March 31,
--------------------
<S> <C>
1996 $ 130,023
1997 466,797
1998 359,354
1999 53,793
2000 and thereafter 830,909
-----------
$ 1,840,876
===========
</TABLE>
7. LITIGATION
International Sports Collectibles, Inc., a wholly owned subsidiary of
the TSSN, is subject to a judgement of the Supreme Court of the State of
California in the amount of $117,492. This liability has been recorded and is
included in accounts payable as of March 31, 1995.
8. COMMON AND PREFERRED STOCK
On January 26, 1995, the Board of Directors of the Company authorized
a 20:1 reverse stock split of its common and preferred stock. All common
shares mentioned herein have been stated after giving effect to the reverse
stock split.
COMMON STOCK - The Company has authorized common stock of 2,500,000
shares without par value, of which 2,197,958 shares were issued at March 31,
1995, of which 42 shares were held by Technology Holdings, Inc.
Restricted common shares issued were valued by management for
financial statement reporting purposes at the approximate market price per
share less an appropriate discount to account for the inherent lack of
marketability.
In December 1994, the Company adopted a non-qualified 1,000,000 share
stock option plan for directors and employees. The stock option plan provides
for the granting of shares at market value and payment to be in cash or note
payable in two years with interest to accrue at an annual rate equal to that
rate of interest from time to time announced by the Internal Revenue Service as
its minimum stated interest rate (determined as of the date of the note and
thereafter annually on the first business day of each succeeding year). The
note is collateralized by the stock exercised under the option. On January 4,
1995, the Company granted options to purchase 1,000,000 shares of common stock
(50,000 shares after consideration of 20:1 reverse stock split) to its
directors and employees at $.125 per share pursuant to the non-qualified stock
option plan. During January, 1995, all options were exercised for $10,000 in
cash and $115,000 in notes receivable.
15
<PAGE> 16
PREFERRED STOCK - The Company has authorized preferred stock of
1,250,000 shares without par value.
Series C Convertible Preferred Stock - The Board of Directors has established
this series with 500,000 shares authorized, with a stated value of $10.00 per
share. This series is to be sold to accredited investors through private
placements. As of March 31, 1995, no shares have been sold and/or issued.
The Series C Preferred Stock has no voting rights except as provided
by operation of law and shall not bear dividends. As long as the Series C
Preferred Stock is outstanding, the Company cannot without the affirmative vote
or the written consent as provided by law of 80% of the holders of the
outstanding shares, voting as a class, change the preferences, rights or
limitations with respect to the Series C Preferred Stock in any material
respect prejudicial to the holders thereof, or increase the authorized number
of shares of such Series.
Shares of Series C Preferred Stock may be redeemed in whole or in
part, at the option of the Company, at any time on or after April 15, 1996 at a
price equal to the sum of $10.00 per share. Each holder of Series C Preferred
Stock shall have the right on or before April 15, 1997, to convert each share
into fully paid and nonassessable shares of the Company's Common Stock at a
conversion price equal to 50% of the Common Stock's market value. The market
value shall be determined as follows: (a) if at the time of valuation the
Company's Common Stock is listed on any national securities exchange, the
average closing price on such exchange for the ten day period prior to
conversion, or, if listed on more than one exchange, on the exchange on which
the Company's Common Stock shall have the largest total trading volume ; (b) if
at the time of valuation, the Company's Common Stock is publicly traded but not
listed on any national securities exchange, the average of the average closing
bid and asked prices appearing on the National Association of Securities
Dealers, Inc. Automated Quotation System (Nasdaq) for the ten day period
preceding the conversion date or, if not listed on Nasdaq, the average closing
bid and asked prices as reported by the National Quotation Bureau, Inc. or a
comparable general quotation service; or (c) if at the time of valuation the
Company's Common Stock is not publicly traded, the net book value per share as
reflected on the Company's audited balance sheet for its latest fiscal year
ending prior to the valuation date. In the event the Series C Preferred Stock
is called for redemption, the right of conversion shall cease and terminate at
the close of business the day preceding the date fixed for the redemption of
such shares.
In the event of liquidation, dissolution or winding up of the affairs
of the Company, whether voluntary or otherwise, after payment of the debts and
other liabilities of the Company and before any distribution shall be made to
the holder of any class of the Company's Common Stock, each holder of Series C
Preferred Stock shall be entitled to receive the sum of $10.00 in cash for each
share of Series C Preferred Stock held subject to the first priority of all
holders of Series A 10% Convertible Preferred Stock and Series B 8% Preferred
Stock.
Series D Convertible Preferred Stock - The Board of Directors has established
this series with 16,800 shares authorized, no par value.
Pursuant to the acquisition of TSSN, The Company will issue one share
of Series D Preferred Stock for each 100 shares of issued and outstanding
Common Stock (See Note 3; Significant Transactions; Acquisition of The Sports &
Shopping Network, Inc.). The Series D Preferred
16
<PAGE> 17
Stock will be issued to all holders of Common Stock of record as of March 27,
1995, except for Stellar. The Company intends to issue the stock certificates
in June 1995.
The Series D Preferred Stock has no voting rights except as provided
by operation of law and as long as any Series D Preferred Stock remains
outstanding, the Company shall not, without the affirmative vote or written
consent of the holders of a majority of the Series D Preferred Stock:
(a) change the preferences, rights or limitations with respect
to the Series D Preferred Stock, or increase the authorized number of
shares of such Series, but nothing herein contained shall require such
a vote or consent (i) in connection with any increase in the total
number of authorized shares of the Corporation's common stock; or (ii)
in connection with the authorization, designation, increase or
issuance of any class or series of stock holding a ranking subordinate
to the Series D preferred stock;
(b) cause THI to issue additional capital stock;
(c) pledge, hypothecate or otherwise encumber the THI common
stock held by the Company; or
(d) take any other action which will restrict the Company's
ability to conduct the conversion of the Series D Preferred Stock.
In the event of liquidation or dissolution of the Company, whether
voluntary or otherwise, after payment of the debts and liabilities of the
Company and before any distribution shall be made to the holder of any class of
common stock of the Company, the holders of the Series D Preferred Stock shall
be entitled to receive all of the THI Common Stock owned by the Company,
subject to the first priority of all holders of the Company's Series A 10%
Convertible Preferred Stock, Series B 8% Preferred Stock, and Series C
Convertible Preferred Stock. The net book value of THI as of March 31, 1995 is
approximately $3,988,000.
Series E Convertible Preferred Stock - The Board of Directors has established
this series with 30,000 shares authorized, no par value.
The holder of each share of Series E Preferred Stock is entitled to
one vote on each matter with respect to which a vote is required of the
shareholders of the Company's Common Stock. As long as the Series E Preferred
Stock is outstanding, the Company cannot without the affirmative vote or the
written consent as provided by law of 80% of the holders of the outstanding
shares, voting as a class, change the preferences, rights or limitations with
respect to the Series E Preferred Stock in any material respect prejudicial to
the holders thereof, or increase the authorized number of shares of such
Series. Series E Preferred Stock shall not bear dividends.
Each holder of Series E Preferred Stock shall have the right, at his
option, at any time after the Company increases its authorized common shares,
to convert each share into fully paid and nonassessable shares of the Company's
Common Stock at a conversion ratio of 100 shares of Common Stock for each share
of Series E Preferred Stock.
In the event of liquidation, dissolution or winding up of the affairs
of the Company, whether voluntary or otherwise, after payment of the debts and
other liabilities of the Company and before
17
<PAGE> 18
any distribution shall be made to the holder of any class of the Company's
Common Stock, each holder of Series E Preferred Stock shall be entitled to
receive the sum of $1.00 in cash for each share of Series E Preferred Stock
held (an aggregate of $30,000), subject to the first priority of all holders of
Series A 10% Convertible Preferred Stock, Series B 8% Preferred Stock, Series
C Convertible Preferred Stock, and Series D Convertible Preferred Stock.
Series F Convertible Preferred Stock - The Board of Directors has established
this series with 1,680 shares authorized, no par value. No shares of Series F
Preferred Stock were issued or outstanding as of March 31, 1995.
The holder of each of Series F Preferred Stock is entitled to 1,000
votes on each matter with respect to which a vote is required of the
shareholders of the Company's Common Stock. As long as the Series F Preferred
Stock is outstanding, the Company cannot without the affirmative vote or the
written consent as provided by law of 80% of the holders of the outstanding
shares, voting as a class, change the preferences, rights or limitations with
respect to the Series F Preferred Stock in any material respect prejudicial to
the holders thereof, or increase the authorized number of shares of such
Series. Series F Preferred Stock shall not bear dividends.
Each holder of Series F Preferred Stock shall have the right, at his
option, at any time after the Company increases its authorized common shares,
to convert each share into fully paid and nonassessable shares of the Company's
Common Stock at a conversion ratio of 10,000 shares of Common Stock for each
share of Series F Preferred Stock.
In the event of liquidation, dissolution or winding up of the affairs
of the Company, whether voluntary or otherwise, after payment of the debts and
other liabilities of the Company and before any distribution shall be made to
the holder of any class of the Company's Common Stock, each holder of Series F
Preferred Stock shall be entitled to receive the sum of $1.00 in cash for each
share of Series F Preferred Stock held (an aggregate of $1,680 if all
authorized shares are issued), subject to the first priority of Series A 10%
Convertible Preferred Stock, Series B 8% Preferred Stock, Series C, D and E
Convertible Preferred Stock.
9. MATERIAL TRANSACTIONS WITH RELATED PARTIES
During the three months ended March 31, 1995 and 1994, Stellar billed
TSSN $190,000 and $287,500, respectively, for management and accounting
services performed on the Company's behalf, which were charged to the
intercompany advance account. Stellar charged TSSN based upon estimated time
and charges incurred by Stellar on the Company's behalf. Management asserts
that the fees charged to the Company approximate the costs that would have been
incurred by TSSN if it had operated on a stand alone basis. For the three
months ended March 31, 1994, TSSN accrued interest at 7% per annum ($21,715) on
to a note payable to Stellar dated December 31, 1993 in the principal amount of
$1,258,116. During the three months ended March 31, 1995 Stellar made net
cash advances to TSSN of $136,614 and during the three months ended March 31,
1994, TSSN made net cash payments to Stellar of $114,000. As of March 31,
1995, Amounts due to Stellar aggregated $574,385.
During March 1995, American Clinical Labs, Inc., the Company's
majority shareholder prior to the TSSN acquisition, advanced the Company
$82,610 for working capital.
18
<PAGE> 19
Dale A. Fullerton, a former Chairman of the Board, President and
former largest shareholder of the Company, has the right, but is not required,
pursuant to a settlement agreement, to sell each month approximately 42 shares
of the Company's common stock to the Company at an purchase price of $3,800
through June 2004. During March 1995, THI paid Mr. Fullerton $3,800 for the
purchase 42 shares of common stock.
10. DISCONTINUED OPERATIONS
Prior to the acquisition of TSSN, the Company reported two business
segments, one of which pertained to the health related industry. Effective as
of December 31, 1994, the management of the Company decided to terminate and
abandon all operations of the health related business segment, which included
the subsidiary companies of Lintronics, Imaging, EVRO Trading and Good Health.
At March 31, 1995, assets and liabilities of the discontinued
operation total $31,000 and $263,000, respectively.
11. BUSINESS SEGMENTS
With the acquisition of TSSN, the Company is engaged in two major
lines of business, television shopping network and recreation vehicle ("RV")
campgrounds. The Company was also engaged in the medical device industry for
which it discontinued the related operations in 1994. A summary of the results
of operations by major line of business for the three months ended March 31,
1995 follows. The results of RV campgrounds has been included for the month of
March 31, 1995.
<TABLE>
<CAPTION>
Television
Shopping RV
Network Campgrounds
------- -----------
<S> <C> <C>
Sales and revenues $ 132,209 $ 120,631
Cost of sales and revenues 120,018 142,567
---------- ---------
Gross Margin 12,191 (21,936)
Operating expenses 410,459 19,062
---------- ---------
Loss from operations (398,268) (40,998)
Other items 38,547
---------- ---------
Net loss $ (398,268) $ (79,545)
========== =========
</TABLE>
19
<PAGE> 20
12. ADDITIONAL CASH FLOW STATEMENT INFORMATION
The noncash effect of the acquisition of TSSN, as accounted for as a
reverse purchase acquisition, is summarized below. As more fully described in
Note 4, Accounting for Acquisition of The Sports & Shopping Network, Inc., the
noncash effect represents the assets and liabilities of the Company revalued to
reflect the market value of the Company's outstanding shares.
<TABLE>
<S> <C>
INCREASE IN ASSETS:
Notes receivable (current portion) $ 30,795
Other receivables 44,690
Prepaid expenses and deposits 18,238
Net current assets of discontinued operations 12,959
------------
Increase in current assets 106,682
Property and equipment 3,456,725
Notes receivable (less current portion) 135,000
Investment in partnership 30,405
Unamortized goodwill 3,308,839
Net other assets of discontinued operations 34,378
------------
Total increase in assets 7,072,029
------------
INCREASE IN LIABILITIES:
Notes payable and current portion of long-term debt 404,619
Accounts payable 186,314
Amounts due to affiliates 24,550
Other current liabilities 353,421
Net current liabilities of discontinued operations 259,125
------------
Increase in current liabilities 1,228,029
Long-term debt 1,721,016
Refundable memberships 30,920
Net long-term debt of discontinued operations 10,260
------------
Total increase in liabilities 2,990,225
------------
</TABLE>
20
<PAGE> 21
<TABLE>
<S> <C>
CHANGE IN STOCKHOLDERS' EQUITY:
Issuance of Series D Convertible Preferred Stock (16,985 shares) 4,084,153
Issuance of Series E Convertible Preferred Stock (30,000 shares) 30,000
Common stock 2,137,804
Additional paid in capital (2,167,804)
------------
Total increase in stockholders' equity 4,084,153
------------
Total increase in liabilities and stockholders' equity 7,074,378
------------
CASH ACQUIRED $ 2,349
============
</TABLE>
13. SUBSEQUENT EVENT - SALE OF EVRO TRADING CORPORATION
In March, 1995, in connection with the winding up of the health
related business segment, a dispute arose between THI, the Company and the
President of EVRO Trading in which certain claims were asserted by each of THI,
the Company and the President of EVRO Trading. As a part of the settlement
agreement entered into on March 24, 1995 with the President of EVRO Trading,
THI transferred ownership of 55% of the common stock of EVRO Trading to him in
exchange for an arrangement whereby the Company would maintain a 45% interest
in the common stock of EVRO Trading, with no obligation for additional funding.
Both parties also signed mutual general releases and noncompete agreements in
connection with the settlement. On March 24, 1995, THI also executed a 10 day
secured promissory note ("Note") for $30,776.99 in favor of the President of
EVRO Trading which represents amounts due the President of EVRO Trading and a
consultant for back salary, fees and expenses. The Note was secured by the
remaining 45% of the common stock of EVRO Trading ("Security"). On April 3,
1995, THI defaulted on the Note and surrendered the Security to the President
of EVRO Trading.
14. SUBSEQUENT EVENT - ACQUISITION OF AMERICA'S COLLECTIBLES NETWORK, INC.
On April 26, 1995, the Company entered into a binding Letter of
Intent (which was modified on May 5, 1995) to acquire America's Collectibles
Network, Inc. ("ACN") and to merge ACN into TSSN, in exchange for the requisite
number of the Company's preferred stock which shares shall be convertible into
1,850,000 shares of the Company's restricted common stock immediately after the
Company increases its authorized common shares. If the merger has not taken
place on or before May 31, 1995, then ACN or the Company shall have the right
to terminate the Letter of Intent. If neither Party has exercised its right
to terminate by June 2, 1995, then the Letter of Intent is automatically
extended to June 30, 1995. The Letter of intent is void after June 30, 1995.
The Company expects to account for this transaction as a purchase.
In addition, the Company has also agreed to provide or cause to be
provided approximately $550,000 of working capital to ACN, $50,000 of which is
to be advanced within fifteen (15) business days of the date of the
Modification of the Binding Letter of Intent. Funding of the
21
<PAGE> 22
remaining working capital commitment is to be provided over the 90 day period
immediately following the completion of the merger. In consideration for
agreeing to the provisions in the Modification of the Binding Letter of Intent,
the Company paid ACN a $50,000 non-refundable deposit.
ACN currently broadcasts its programming 24 hours per day on satellite
which is available in approximately 4,500,000 households. ACN has specialized
in selling high-end and custom made jewelry and gemstones as well as unique
collectibles and limited sports related merchandise.
15. SUBSEQUENT EVENT - SALE OF ASSETS OF THE GOOD HEALTH CHANNEL, INC.
On April 28, 1995, Good Health and THI entered into an Asset Purchase
Agreement (the "Agreement") to sell substantially all of the assets of Good
Health and certain noncompete covenants of Good Health, THI and D. Jerry
Diamond (a director and former Chairman of the Board, President and Chief
Executive Officer of EVRO) to Better Health Network, Inc., a Florida
corporation for consideration of $25,000 cash and a contingent promissory note
of up to $1,575,000. The promissory note does not accrue interest and is
payable from gross revenues of the buyer in monthly installments equal to 3% of
gross revenues of the preceding calendar month, determined based upon the cash
method of accounting, reduced for sales tax, if any, and adjusted for customer
refunds and credits, until THI has received $100,000 and thereafter equal to 2%
of the gross revenues until THI has received the remaining balance under the
note. No gain or loss will result from this transaction as the carrying value
of the assets approximately equal the cash consideration of $25,000. Any
payments received pursuant to the promissory note will be recognized as income
upon receipt.
Liabilities of $281,000 were retained by Good Health which were
comprised of $154,000 of trade payables, $92,000 of accrued salaries, payroll
taxes and consulting fees and an equipment lease obligation aggregating
$35,000.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
GENERAL OVERVIEW
TSSN ACQUISITION
On March 14, 1995, the Company acquired 98.35% of the issued and
outstanding common shares of The Sports & Shopping Network, Inc., a Florida
corporation ("TSSN") from The Stellar Companies, Inc., also a Florida
corporation ("Stellar"). In connection with the acquisition of the controlling
interest in TSSN, the Company agreed to issue 16,759,038 shares of its common
stock to Stellar, which, when issued, will represent 77.09% of the outstanding
shares of the Company's common stock, calculated on a fully diluted basis. For
financial reporting purposes, the Company's acquisition of TSSN is accounted
for as a "reverse purchase acquisition". Under "reverse purchase accounting"
rules, the financial statements of the Company after the acquisition of TSSN
are presented as if TSSN acquired the assets of the Company. The
22
<PAGE> 23
financial statements of the Company are restated with the historical financial
information of TSSN and the assets and liabilities of the Company prior to the
TSSN acquisition are, after the TSSN acquisition, revalued and deemed to have a
value equal to the market value of the Company's outstanding shares at the time
of the TSSN acquisition. The market value of the Company's outstanding shares
on the date of the TSSN acquisition, $4,084,153, was determined by averaging
the month end trading range of the Company's common stock for the three months,
December 1994, January 1995 and February, 1995. The transactional costs
associated with the TSSN acquisition aggregated $305,000, including a finders
fee of $150,000 and legal costs of $155,000. The carrying value of the
tangible assets owned by the Company prior to the TSSN acquisition reflect
their approximate fair market value. The difference ($3,309,000) between the
market value of the Company's outstanding shares on the date the Company
acquired TSSN ($4,084,000) and the fair market value of the net tangible assets
of the Company prior to the TSSN acquisition was allocated to goodwill, which
is being amortized on a straight line basis over 15 years, the estimated life
of the membership list of the Company's recreational vehicle ranches. No value
has been assigned to the 1.35% interest held by the minority shareholders of
TSSN, as the book value of the net assets of TSSN was negative as of March 31,
1995.
As the TSSN acquisition occurred in the middle of the month, March 14,
1995, the accounts of TSSN have been consolidated with the accounts of the
Company as of February 28, 1995, a date that lies within the date on which the
transaction was initiated and the date of closing. The purchase price of the
TSSN acquisition and the net income for the period from February 28, 1995 to
March 14, 1995 were reduced by imputed interest of $17,903 using a 10% annual
rate of interest. The historical financial statements prior to February 28,
1995 included herein, are those of TSSN.
The calculations of loss per share for the three months and nine
months ended September 30, 1995 were based on the weighted average number of
shares as follows: (a) for the period January 1, 1995 through March 14, 1995,
the number of the Company's common shares to be issued to Stellar (500,000
shares); and (b) for the period from March 14, 1995 through March 31, 1995, the
actual number of the Company's shares outstanding. For the three months ended
March 31, 1994, the weighted average number of shares for each period was based
on the number of the Company's common shares to be issued to Stellar (500,000
shares) adjusted for the effect of a November 30, 1994 change in the number of
issued shares of TSSN held by Stellar.
OVERVIEW OF THE COMPANY PRIOR TO THE TSSN ACQUISITION.
In anticipation of the closing of the TSSN acquisition, the Company
formed a wholly-owned subsidiary, Technologies Holding, Inc. ("THI"), and the
Company contributed to THI all of the assets that were owned by the Company
prior to the TSSN acquisition. Pursuant to the agreement between the Company
and Stellar setting forth the terms of the TSSN acquisition (the "TSSN
Acquisition Agreement"), the holders of record of the Company's common stock as
of March 27, 1995, will be issued a stock dividend consisting of the Company's
Series D Convertible Preferred Stock ("Series D Preferred Stock"), which will
have limited voting rights. The Company has the right, but not the obligation,
to redeem the Series D Preferred Stock in exchange for all of THI's issued and
outstanding capital stock.
The Company previously had two business segments, a health related
business segment and a recreational business segment. The Company operated the
health related business segment
23
<PAGE> 24
through the following, direct or indirect, subsidiary corporations:
Lintronics, Good Health, Imaging Technologies, Inc. ("Imaging"), a corporation
organized under the laws of the British Virgin Islands and a wholly owned
subsidiary of Lintronics, and EVRO Trading. During the last quarter of the
Company's 1994 fiscal year, the Company discontinued the business operations of
its health related business segment (other than winding-up activities),
effective as of December 31, 1994.
The Company's recreational business segment is comprised of the
ownership and operation of RV Campground facilities and the Company conducts
such operations out of the indirect subsidiaries, Treasure Rockhound Ranches,
Inc. ("Treasure Rockhound") and Tres Rivers, Inc. ("Tres Rivers"). Treasure
Rockhound operates seven recreational ranches in four southwestern states. Its
private membership organization, Camper Ranch Club of America ("Camper Ranch
Club"), is now in its 22nd year of offering its approximately 5,300 dues-paying
members, primarily recreational vehicle ("RV") travelers, daily or long term
leases on improved campsites at its various ranch locations. In July 1994, the
Company acquired a 46-acre recreational vehicle campground, Tres Rivers. Tres
Rivers RV facilities can accommodate approximately 500 RVs. Tres Rivers also
offers tent camping, cabin rentals and meeting and entertainment facilities.
PLAN OF OPERATION
TSSN and its subsidiaries are all considered to be in the development
stage as defined in Financial Accounting Standard No. 7. TSSN is engaged in
the development of a television shopping network specializing in the marketing
of sports memorabilia, apparel and related merchandise through satellite,
television broadcast stations and cable networks. The Company plans to attain
future profitable operations by developing (1) sources of supply of products
that it will sell at retail, (2) the ability to produce and broadcast related
television programming and (3) a distribution network for such programming,
either internally or by the acquisition of one or more businesses.
In November 1994, TSSN initiated the sale of sports memorabilia on a
limited basis (6 to 21 hours per week) through a contractual arrangement with
ViaTV Network located in Knoxville, Tennessee. Initially the broadcast was
limited to satellite only homes; however, beginning in January 1995, TSSN sales
programming was broadcast over the Nostalgia Network for 6 hours per week.
While these sales activities confirmed, in management's opinion, the viability
of TSSN's programming, the operations were discontinued in late February 1995
until TSSN could independently obtain broadcasting capability and distribution
at more favorable economic costs.
CASH REQUIREMENTS. TSSN estimates that it will require approximately
$3,500,000 to continue the execution of the business plan during 1995,
$1,500,000 of which will be needed to fund TSSN's development stage expenses
and the balance, $2,000,000, for the acquisition of one or more existing
business. In addition to TSSN's cash needs, the Company anticipates that it
will be required to provide THI approximately $931,000, to be used to make
principal and interest payments ($547,000) to satisfy contractual obligations
under its lease and other contractual commitments ($114,000) and to provide
working capital to fund anticipated cash flow deficit from THI's operations
($270,000). The Company plans to obtain funds to satisfy its cash requirements
from the issuance of its capital stock or from issuance of its debt securities,
however, the Company currently has no commitments to receive either debt or
equity financing
24
<PAGE> 25
and no assurance can be given that the Company will be successful in obtaining
additional equity or debt funding.
EXPECTED PURCHASE AMERICA'S COLLECTIBLES NETWORK, INC. In furtherance
of TSSN's plans to acquire the ability to transmit its programming, the
Company, on April 26, 1995, entered into an agreement to acquire America's
Collectibles Network, Inc. ("ACN") and to merge ACN into TSSN in exchange for
the requisite number of the Company's preferred stock which shares shall be
convertible into 1,850,000 shares of the Company's restricted common stock
immediately after the Company increases its authorized common shares. In
addition, the Company has also agreed to provide or cause to be provided
approximately $550,000 of working capital to ACN, $50,000 of which is to be
advanced on or before May 20. 1995. Funding of the remaining working capital
commitment is to be provided over the 90 day period immediately following the
completion of the merger. The Company paid ACN a $50,000 non-refundable
deposit pursuant to the agreement.
ACN currently broadcasts its programming 24 hours per day on satellite
which is available in approximately 4,500,000 households. ACN has specialized
in selling high-end and custom made jewelry and gemstones as well as unique
collectibles and limited sports related merchandise. TSSN expects to initially
provide approximately 8 hours of programming per day for the marketing of
sports memorabilia, apparel and related merchandise on ACN.
TSSN currently has no employees. TSSN's officers are employees of and
are compensated by Stellar. Stellar provides management services pursuant to a
Management Services Agreement wherein Stellar is obligated to provide to TSSN
personnel, supplies, equipment, administrative and accounting services,
management expertise, and other resources. During the three months ended March
31, 1995 and 1994, Stellar billed TSSN $190,000 and $287,500, respectively, for
such management and accounting services performed on the Company's behalf,
which were charged to the intercompany advance account. Stellar charged TSSN
based upon estimated time and charges incurred by Stellar on the Company's
behalf. Management asserts that the fees charged to the Company approximate
the costs that would have been incurred by TSSN if it had operated on a stand
alone basis. As TSSN initiates its business plan, management expects to hire 2
to 6 employees.
RESULTS OF OPERATIONS
The Company's net loss increased from $400,000 during the three months
ended March 31, 1994 to $526,000 for the same period in 1995. Such changes
are primarily attributed to (a) the loss from the operations of THI and its
subsidiaries for the month of March 1995 ($96,000), and (b) the loss on the
sale of sports memorabilia in January and February 1995 ($131,000), which were
partially offset by a reduction in fees for management and accounting services
provided by Stellar ($98,000).
Revenues from memberships and other reflect the operations of historic
the Company and its subsidiaries for the month of March 1995. Revenues from
product sales ($132,000) for the three months ended March 31, 1995 reflect the
sale of sports memorabilia through a contractual arrangement with ViaTV Network
located in Knoxville, Tennessee during January and February. The cost of sales
of sports memorabilia was $120,000. The cost of sales was approximately 30-35%
higher than would normally be expected due to product selection and high
product costs
25
<PAGE> 26
directly attributable to the initial low sales volume levels. Broadcasting and
distribution costs (included in selling, general and administrative costs) were
$147,000. Broadcasting and distribution costs were expensed as incurred with
no allocation to sales backlog.
Selling, general and administrative expenses increased from $92,000
incurred during the three months ended March 31, 1994 to $214,000 for the same
period in 1995. The increase in primarily the result of the broadcasting and
distribution costs ($147,000) discussed above, partially offset by the
elimination of $29,000 in 1995 of personnel costs incurred during 1994 by
International Collectibles Inc., a subsidiary of TSSN.
During the three months ended March 31, 1995 and 1994, Stellar billed
TSSN $190,000 and $287,500, respectively, for management and accounting
services performed on the Company's behalf. Stellar charged TSSN based upon
estimated time and charges incurred by Stellar on the Company's behalf.
Management asserts that the fees charged to the Company approximate the costs
that would have been incurred by TSSN if it had operated on a stand alone
basis. For the three months ended March 31, 1994, TSSN accrued interest at 7%
per annum ($21,715) on to a note payable to Stellar dated December 31, 1993 in
the principal amount of $1,258,116.
The Company's subsidiary, Good Health, received a promissory note in
exchange for the sale of substantially all of the assets of Good Health. As
the ultimate collection of the contingent promissory note is uncertain and
largely dependent upon the success of the acquiring entity, Better Health
Network, Inc., establishing future profitable operations, the Company has
utilized the cost recovery method of accounting for this transaction. Any
payments received pursuant to the promissory note will be recognized as income
upon reciept. As of March 31, 1995 no income has been recognized by the
Company.
LIQUIDITY AND CAPITAL RESOURCES
The Company has incurred operating losses in 1993, 1994 and for the
three months ended March 31, 1995 of $1,703,000, $1,701,000, and $526,000,
respectively, which have adversely reduced the Company's liquidity and capital
resources. In addition, TSSN will require substantial capital infusion to
fully establish its operations. The Company anticipates that these losses will
continue for some time in the foreseeable future. The Company is currently
experiencing a significant deficit in working capital and TSSN (the Company's
primary operating subsidiary of the future) has operated since its inception
with a negative working capital position. As of March 31, 1995, the Company
had current assets of $427,000 and current liabilities of $2,172,000, which
raises substantial doubts as to the Company's ability to continue as a going
concern unless it is able to successfully complete a sizable private equity
offering and attain future profitable operations. The future success of the
Company will depend, among other factors, upon management's ability to attain
and maintain profitable operations, to obtain favorable financing, to retire
its current indebtedness and to raise additional capital. Currently, the
Company has no commitment to obtain capital from any source and there can be no
assurance that the Company will be successful in its efforts to raise
additional capital.
THI's two remaining operating subsidiaries, Treasure Rockhound and
Tres Rivers, principally meet their cash requirements from operations.
Improvements to the operations are paid for from cash flow from operations and
borrowing.
26
<PAGE> 27
PART II - OTHER INFORMATION
ITEM 5. OTHER INFORMATION.
On March 14, 1995, the Company filed Form 8-K reporting that EVRO Corporation
acquired 98.35% of the issued and outstanding common shares of The Sports &
Shopping Network, Inc. ("TSSN"). The following financial statements of TSSN
and pro-forma financial information are hereby included as required by Item
7(a) and (b) to Form 8-K.
<TABLE>
<CAPTION>
Page Number
-----------
<S> <C>
Financial Statements of The Sports and Shopping Network, Inc.
for the years ended December 31, 1994 and 1993 and for the period
from inception (December 16, 1992) through December 31, 1992
Independent Auditor's Report 28
Consolidated Balance Sheets 29
Consolidated Statements of Operations 30
Consolidated Statement of Stockholders' Equity 31
Consolidated Statements of Cash Flows 32
Notes to Consolidated Financial Statements 33-43
Proforma Financial Information:
Balance Sheet as of March 31, 1995 2
Proforma Statement of Operations for the year ended
December 31, 1994 44
Proforma Statement of Operations for the three months
ended March 31, 1995 and 1994 13
</TABLE>
27
<PAGE> 28
TIMOTHY M. HOHL COMPANY P.A.
CERTIFIED PUBLIC ACCOUNTANT
4104 W. LINEBAUGH AVENUE, SUITE 201 MEMBERS OF:
TAMPA, FLORIDA 33624 AMERICA INSTITUTE OF CPA'S
(813) 960-9803 FAX (813) 960-9802 FLORIDA INSTITUTE OF CPA'S
SEC PRACTICE SECTION
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
The Sports & Shopping Network, Inc.
We have audited the accompanying consolidated balance sheet of The Sports &
Shopping Network, Inc. (a development stage Company) as December 31, 1994, and
the related consolidated statements of operations, stockholders' equity, and
cash flows for the years then ended December 31, 1994, and December 31, 1993,
and for the period from inception (December 16, 1992) through December 31,
1992. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these 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 audit 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 the 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 financial statements referred to above present fairly, in
all material respects, the financial position of The Sports & Shopping Network,
Inc. as of December 31, 1994, and the results of its operations and its cash
flows for the years ended December 31, 1994, and December 31, 1993, and for the
period from inception (December 16, 1992) through December 31, 1992, in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As more fully described in Note 1,
the Company has incurred recurring operating losses and has a working capital
deficiency. These conditions raise substantial doubt about the company's
ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note 1. The financial statements do not include
any adjustments to reflect the possible future effects on the recoverability
and classification of assets or the amounts and classification of liabilities
that may result from the outcome of this uncertainty.
/s/ Timothy M. Hohl Company P.A.
May 13, 1995
28
<PAGE> 29
THE SPORTS & SHOPPING NETWORK, INC.
(A DEVELOPMENT STAGE COMPANY)
(A SUBSIDIARY OF THE STELLAR COMPANIES, INC.)
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1994
<TABLE>
<S> <C>
Assets
Current Assets:
Cash $ 67
Accounts receivable 0
Inventories 172,919
Prepaid royalty fees and deposits 50,482
----------
Total current assets 223,468
Other assets, net of accumulated
amortization of $33,186 323,465
----------
Total assets $ 546,933
==========
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable and accrued liabilities $ 333,396
Due parent company 125,271
----------
Total current liabilities 458,667
----------
Stockholders' Equity:
Common stock, par value $.000082918,
60,300,000 shares authorized
and 59,734,634 shares issued and outstanding 4,953
Additional paid in capital 2,167,804
Deficit accumulated during
the development stage (2,084,491)
----------
Total stockholders' equity 88,266
----------
Total liabilities and stockholders' equity $ 546,933
==========
</TABLE>
The accompanying notes are an integral part of the
Consolidated Financial Statements
29
<PAGE> 30
THE SPORTS & SHOPPING NETWORK, INC.
(A DEVELOPMENT STAGE COMPANY)
(A SUBSIDIARY OF THE STELLAR COMPANIES, INC.)
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993,
AND FOR THE PERIOD FROM INCEPTION
(DECEMBER 16, 1992) THROUGH DECEMBER 1992
<TABLE>
<CAPTION>
1994 1993 1992 TOTAL
---- ---- ---- -----
<S> <C> <C> <C> <C>
Sales $ 48,898 $ 91,921 $ 15,357 $ 156,176
Other Income 100,006 100,006
------------ ------------ -------- ------------
Total Revenues 48,898 191,927 15,357 256,182
------------ ------------ -------- ------------
Cost of Sales 73,325 97,657 8,307 179,289
Selling, General & Administrative 447,712 818,790 10,341 1,276,843
Management and Accounting Services
Provided by Parent 1,150,000 976,536 2,126,536
Interest Expense 81,024 81,024
------------ ------------ -------- ------------
Total Costs 1,752,061 1,892,983 18,648 3,663,692
------------ ------------ -------- ------------
Loss before benefit from income taxes (1,703,163) (1,701,056) (3,291) (3,407,510)
Income Taxes 0 0 0 0
------------ ------------ -------- ------------
Net loss $ (1,703,163) $ (1,701,056) $ (3,291) $ (3,407,510)
============ ============ ======== ============
</TABLE>
The accompanying notes are an integral part of the
Consolidated Financial Statements
30
<PAGE> 31
THE SPORTS & SHOPPING NETWORK, INC.
(A DEVELOPMENT STAGE COMPANY)
(A SUBSIDIARY OF THE STELLAR COMPANIES, INC.)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993
AND FOR THE PERIOD FROM INCEPTION
(DECEMBER 16, 1992) THROUGH DECEMBER 31, 1992
<TABLE>
<CAPTION>
DEFICIT
ACCUMULATED
ADDITIONAL DURING
COMMON STOCK PAID IN DEVEOPMENT
SHARES -$- CAPITAL STAGE TOTAL
------ --- ------- ----- -----
<S> <C> <C> <C> <C> <C>
Balance, December 16, 1992 $ 0 $ 0 $ 0 $ 0
5,000 shares issued 5,000 5,000 5,000
Net loss, December 16, 1992
through December 31,1992 (3,291) (3,291)
Contribution by STELLAR 1,229 1,229
---------- ------- ----------- ------------ -----------
Balance, December 31, 1992 5,000 5,000 0 (2,062) 2,938
Goodwill recognized 2,158 2,158
Net loss for year ended
December 31, 1993 (1,701,056) (1,701,056)
Contribution by STELLAR 1,321,790 1,321,790
---------- ------- ----------- ------------ -----------
Balance, December 31, 1993 5,000 5,000 2,158 (381,328) (374,170)
Adjustment pursuant to stock split 54,995,000 (440) 440 0
Exercise of warrants 356,500 30 178,220 178,250
Sale of common stock 630,000 52 244,948 245,000
Common stock issued in satisfaction
of note payable to STELLAR 1,729,908 144 1,338,560 1,338,704
Common stock issued in satisfaction
of advances made by STELLAR 2,018,226 167 403,478 403,645
Net loss for year ended
December 31, 1994 (1,703,163) (1,703,163)
---------- ------- ----------- ------------ -----------
Balance, December 31, 1994 59,734,634 $ 4,953 $ 2,167,804 $ (2,084,491) $ 88,266
========== ======= =========== ============ ===========
</TABLE>
The accompanying notes are an integral part of the
Consolidated Financial Statements
31
<PAGE> 32
THE SPORTS & SHOPPING NETWORK, INC.
(A DEVELOPMENT STAGE COMPANY)
(A SUBSIDIARY OF THE STELLAR COMPANIES, INC.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993,
AND FOR THE PERIOD FROM INCEPTION
(DECEMBER 16, 1992) THROUGH DECEMBER 31, 1992
<TABLE>
<CAPTION>
1994 1993 1992 Total
---- ---- ---- -----
<S> <C> <C> <C> <C>
Cash flows used by operating activities:
Net loss $ (1,703,163) $ (1,701,056) $ (3,291) $ (3,407,510)
Adjustments to reconcile net loss to net cash
used by operating activities:
Depreciation and amortization 33,186 32,547 1,893 67,626
(Increase) decrease in accounts receivable 5,729 (384) (5,345) 0
(Increase) decrease in inventories 81,047 (481,399) (3,900) (404,252)
(Increase) decrease in prepaid royalty fees
and deposits 4,740 (55,222) (50,482)
(Increase) in other assets (4,759) (932) (5,691)
Increase in accounts payable and
accrued liabilities 199,009 82,106 (28,880) 252,235
Decrease in unearned royalties (100,000) (100,000)
------------ ------------ -------- ------------
Total adjustments 323,711 (527,111) (37,164) (240,564)
------------ ------------ -------- ------------
Net cash used by operating activities (1,379,452) (2,228,167) (40,455) (3,648,074)
------------ ------------ -------- ------------
Cash flows used in investing activities:
Purchase of property and equipment (62,152) (62,152)
Proceeds from sale of equipment, patents and
proprietary technology 350,000 350,000
Purchase of Microsonics International, Inc. (310,694) (310,694)
Purchase of Centennial Sports Promotions, Inc. (25,870) (25,870)
Contractual obligation due Brander (20,000) (30,000) (50,000)
------------ ------------ -------- ------------
Net cash used in investing activities (62,152) (45,870) 9,306 (98,716)
------------ ------------ -------- ------------
Cash flows from financing activities:
Proceeds from issuance of common stock 423,250 5,000 428,250
Contribution by STELLAR 1,321,790 1,229 1,323,019
Working capital provided by STELLAR 1,017,472 948,127 29,989 1,995,588
------------ ------------ -------- ------------
Net cash provided by financing activities 1,440,722 2,269,917 36,218 3,746,857
------------ ------------ -------- ------------
Net increase (decrease) in cash (882) (4,120) 5,069 67
Cash at beginning of period 949 5,069 0 0
------------ ------------ -------- ------------
Cash at end of period $ 67 $ 949 $ 5,069 $ 67
============ ============ ======== ============
Interest paid $ 81,024 $ 0 $ 0 $ 0
============ ============ ======== ============
Taxes paid $ 0 $ 0 $ 0 $ 0
============ ============ ======== ============
</TABLE>
The accompanying notes are an integral part of the
Consolidated Financial Statements
32
<PAGE> 33
THE SPORTS & SHOPPING NETWORK, INC.
(A Development Stage Company)
(A Subsidiary of The STELLAR Companies, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Accounting - The consolidated financial statements of The Sports
& Shopping Network, Inc. (the "Company" and "TSSN") and its majority owned
subsidiaries, Centennial Sports Promotions, Inc. ("Centennial"), International
Sports Collectibles, Inc. ("Collectibles") and Microsonics International, Inc.
("Microsonics") have been presented on the basis that they are a going concern,
which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. The Company and its
subsidiaries, all considered to be in the development stage as defined in
Financial Accounting Standard No. 7, have incurred operating losses of
$1,701,000 and $1,703,000 during the years ended December 31, 1993 and 1994,
respectively, which have adversely reduced the Company's liquidity and working
capital. At December 31, 1994, the Company had current assets of $223,000 and
current liabilities of $459,000, or a working capital deficit of $236,000. As
more fully discussed below, management of the Company believes that it has put
into place a business plan that will provide for positive operating results and
allow for the settlement of its liabilities in a timely manner, however, should
existing creditors demand immediate payment, at the present time the Company
does not have a readily available source of additional capital nor a source of
long term financing to allow for the repayment of those creditors. Although
the Company has plans in process which it believes will allow it to obtain
additional capital and other financing, there can be no assurance that such
plans will be implemented successfully.
TSSN is engaged in the development of a television shopping network
specializing in the marketing of sports memorabilia, apparel and related sports
products through satellite, television broadcast stations and cable networks.
The Company plans to attain future profitable operations by developing (1)
sources of supply of products that it will sell at retail; (2) the ability to
produce and broadcast related television programming; and (3) a distribution
network for such programming either internally or by acquisition of one or more
businesses.
2. Background and Organization - TSSN was incorporated under the laws of the
State of Florida on December 16, 1992.
In December 1992, the Company entered an agreement which provided for the
Company to adopt a Plan of Merger with The STELLAR Companies, Inc. ("STELLAR").
The December 1992 Agreement was superseded by a Stock For Stock Agreement dated
January 21, 1993, pursuant to which, on January 25, 1993, STELLAR issued 95,000
common shares in exchange for all of the issued and outstanding shares of TSSN.
33
<PAGE> 34
THE SPORTS & SHOPPING NETWORK, INC.
(A Development Stage Company)
(A Subsidiary of The STELLAR Companies, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3. Summary of Significant Accounting Policies:
Principles of Consolidation - The consolidated financial statements include the
accounts of the Company and its majority-owned subsidiaries, Centennial,
Collectibles and Microsonics. All significant intercompany accounts and
transactions have been eliminated.
Inventories - Inventories are carried at the lower of cost (determined on a
first in, first out basis) or market.
Depreciation - Furniture, fixtures and equipment are depreciated over their
estimated useful lives of 5 to 7 years using the straight line method.
Amortization - Proprietary technology is being amortized over ten years which
is the estimated life of the related products. Goodwill is being amortized
over ten years, the estimated market life of the acquired trademarks. Other
assets are being amortized over five to twenty years. The Company has adopted
the policy to periodically review and evaluate whether there has been permanent
impairment in the value of its intangible assets, which review includes factors
such as current market conditions and trends relating to the Company and its
product lines.
Income Taxes - The provision (benefit) for income taxes is based on pretax
earnings (loss) reported in the consolidated financial statements, adjusted for
transactions that may never enter into the computation of income taxes payable.
A deferred tax liability or asset is recognized for the estimated future tax
effects attributable to temporary differences in the recognition of income and
expenses for financial statement and income tax purposes and net operating loss
carryforwards. Deferred tax assets are reduced, if necessary, by the amount of
any tax assets that are not expected to be realized. No benefit for income
taxes has been recognized for the years ended December 31, 1994 ,and 1993, as
the Company has not yet established its operations.
The Company and its subsidiaries file separate income tax returns.
4. Significant Transactions - As of December 31, 1993, STELLAR contributed the
stock of International Sports Collectibles, Inc. and Microsonics International,
Inc., wholly owned subsidiaries, and Centennial Sports Promotions, Inc., an 80%
owned subsidiary to TSSN, thereby causing the three companies to become
subsidiaries of TSSN. TSSN recorded the stock contribution of each company at
a value equal to STELLAR's basis in each subsidiary. This
34
<PAGE> 35
THE SPORTS & SHOPPING NETWORK, INC.
(A Development Stage Company)
(A Subsidiary of The STELLAR Companies, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4. Significant Transactions (cont.)
transaction has been accounted for in a manner similar to a pooling of
interests because of the common ownership of each subsidiary and for enhanced
comparability. Accordingly, the accounts of each subsidiary have been included
in the consolidated financial statements of TSSN from December 16, 1992, the
date of inception of TSSN, or from their respective dates of acquisition by
STELLAR, if later. The accumulated losses from operations of each subsidiary
for the period from their respective dates of acquisition by STELLAR to
December 31, 1993, have been reflected as a capital contribution and offset
against accumulated deficit as the losses were incurred prior to the stock
contribution of each company to TSSN by STELLAR.
Purchase of Microsonics International, Inc. ("Microsonics") - On November 19,
1992, STELLAR purchased the outstanding capital stock of Microsonics
International, Inc., a Florida corporation for cash of $115,000, related costs
of $10,694, and the assumption of certain liabilities of the seller aggregating
$185,000. Microsonics owned certain assets for the manufacture and marketing of
microphonograhic and microrecord products. The excess purchase price over and
above the net assets acquired $(235,219) was allocated to proprietary
technology, which is being amortized over ten years, the estimated life of the
related products which the Company intends to market.
Sale of Microsonics Assets - On December 18, 1992, Microsonics, pursuant to an
Asset Purchase Agreement, sold its furniture and equipment, together with
certain rights, title and interest in certain patents and processes associated
therewith for $250,000 cash and a royalty of 2% of net revenues on all sales
and licensing revenue of or from microphonograph players and microrecord
players up to a maximum of $1 million. The Company retained the proprietary
rights to the related technology to be used in the sale of "notable figure"
cards, "notable item" cards and related players. Microsonics utilized the
cost recovery method of accounting which resulted in no gain or loss being
reported from this transaction.
On April 4, 1993, Microsonics assigned all of its right, title and interest in
and to payments of royalties pursuant to the Asset Purchase Agreement to
STELLAR. STELLAR pledged its right, title and interest in and to payments of
such royalties as security to $2,000,000 of promissory notes issued pursuant to
a private placement offering dated March 31, 1993.
Purchase of Sports Memorabilia - On November 19, 1992, STELLAR entered into an
agreement, as amended, with Norman K. Brander ("Brander"), a founder, former
officer and former director of STELLAR, to acquire the issued and outstanding
capital stock in a newly formed Florida
35
<PAGE> 36
THE SPORTS & SHOPPING NETWORK, INC.
(A Development Stage Company)
(A Subsidiary of The STELLAR Companies, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4. Significant Transactions (cont.)
corporation into which Brander contributed sports memorabilia having an
estimated retail value of $500,000 in exchange for 500,000 shares of common
stock of STELLAR and cash of $100,000 of which $50,000 remains to be paid to
Mr. Brander. Stellar recorded the amount due to Mr. Brander as a dividend
payable. No value was assigned to the Sports Memorabilia as Brander had a
nominal basis in the inventory. The transaction was closed on January 11,
1993.
On June 21, 1993, STELLAR incorporated a new wholly owned subsidiary,
International Sports Collectibles, Inc. STELLAR contributed the sports
memorabilia, together with the related contractual obligation to Collectibles.
Purchase of Centennial Sports Promotions, Inc. ("CSP") - On January 1, 1993,
STELLAR entered into a Stock Purchase Agreement pursuant to which, on January
7, 1993, STELLAR purchased 80% of the issued and outstanding capital stock of
CSP for $155,000 payable as follows: $25,000 in cash and $130,000 in common
stock of STELLAR (130,000 common shares). The full purchase price of $155,000,
together with related legal and closing costs aggregating $870 were recorded as
goodwill, which is being amortized over ten years, the estimated market life of
the trademarks which were acquired in the acquistion of CSP. CSP is engaged
in the business of marketing sports apparel and related promotional items.
Transfer of inventory and liabilities to STELLAR - During 1994, Brander raised
certain claims with respect to inventory of the company held in part by
Brander. Due to the claims outstanding, the Company transferred the inventory
of sports memorabilia and lithographs of jazz greats at a cost of $231,333,
together with liabilities of $73,365 to STELLAR which was offset against
$157,968 of advances from STELLAR.
5. Inventories - As of December 31, 1994 , the components of inventory were as
follows:
<TABLE>
<S> <C>
Sports memorabilia $ 158,341
Cager Classic apparel 14,578
---------
$ 172,919
=========
</TABLE>
36
<PAGE> 37
THE SPORTS & SHOPPING NETWORK, INC.
(A Development Stage Company)
(A subsidiary of The STELLAR Companies, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5. Inventories (cont.)
The inventory of sports memorabilia has been pledged as security for
$2,000,000 of promissory notes issued by STELLAR pursuant to a private
placement offering Dated March 31, 1993.
6. Other Assets - Other assets as of December 31, 1994, are comprised of the
following:
<TABLE>
<CAPTION>
1994
---------
<S> <C>
Deposit on production set $ 61,702
Proprietary technology 130,661
Goodwill 126,421
Other 4,681
---------
$ 323,465
=========
</TABLE>
7. Income Taxes - The provision (benefit) for income taxes differs from the
amount of income tax determined by applying the applicable U.S. statutory
federal income tax rate to pretax income as a result of the following
differences at December 31:
<TABLE>
<CAPTION>
1994 1993
--------- ---------
<S> <C> <C>
Income tax provision (benefit), at 34% $(579,075) $(578,359)
Increase (decrease) in rates resulting from:
Non-deductible items 1,201 3,714
State and local taxes, net (61,697) (61,749)
Valuation allowance for recognized
deferred tax assets 639,571 636,394
--------- ---------
Effective tax rates $ -0- $ -0-
========= =========
</TABLE>
37
<PAGE> 38
THE SPORTS & SHOPPING NETWORK, INC.
(A Development Stage Company)
(A Subsidiary of The STELLAR Companies, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
7. Income Taxes (cont.)
Deferred tax assets are comprised of the following at December 31:
<TABLE>
<CAPTION>
1994 1993
---------- ----------
<S> <C> <C>
Business start-up expenditures $1,272,042 $ 634,695
Depreciation and amortization 31,503 29,278
Loss carryforwards 111,887 111,887
---------- ----------
Gross deferred tax assets 1,415,432 775,860
Deferred tax assets valuation allowance (1,415,432) (775,860)
---------- ----------
Total deferred tax assets $ -0- $ -0-
========== ==========
</TABLE>
Centennial, acquired in 1993, had a net operating loss carryforward of $47,663.
A valuation allowance was established in the same amount as the deferred tax
assets acquired because the benefit is more likely than not to be lost.
Certain of the acquired net operating losses are subject to limitations
pursuant to provisions of the Internal Revenue Code relating to changes in
control. These provisions can significantly limit the amount of net operating
losses available for utilization in a particular year depending upon numerous
factors, including valuation of the acquired companies. These net operating
losses can only be utilized by the acquired companies in a particular year to
the extent of the fair market value of the acquired companies on the date of
the change of control multiplied by a statutory tax-exempt interest rate, which
is approximately 7 percent. The net operating loss carryforwards for U.S. tax
purposes expire, if not utilized against future taxable income, beginning 2006
and continue through 2009.
8. Related Party Transactions - During 1994, and 1993, STELLAR billed the
Company and its subsidiaries fees for management and accounting services
aggregating $1,150,000 in 1994 and $976,536 in 1993, which were charged to Due
Parent Company as an advance. Stellar charged the Company for common expenses
based on estimated time or charges incurred by Stellar on the Company's behalf.
Management asserts that the fees charged to the Company approximate the cost
that would have been incurred if TSSN had operated on a stand alone basis.
The Company issued a note payable to STELLAR, as of December 31, 1993 in the
amount of $1,258,116 in satisfaction of the balance of the Due Parent Company
account. The note provided for interest at 7% per annum and was payable in
cash or by the issuance of 1,729,908 (as adjusted for stock split) shares of
common stock, at the option of the Company.
38
<PAGE> 39
THE SPORTS & SHOPPING NETWORK, INC.
(A Development Stage Company)
(A Subsidiary of The STELLAR Companies, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
8. Related Party Transactions (cont.)
On November 30, 1994, the Company satisfied the note payable by issuance of
1,729,908 shares of common stock to STELLAR. In addition, the Company issued
2,018,226 shares of common stock in satisfaction of additional advances by
STELLAR aggregating $403,645.
9. Stockholders' Equity
Change in Authorized Shares and Stock Split - On January 13, 1994, the Board
of Directors amended the Company's Articles of Incorporation to increase the
Company's authorized capital stock from 5,000 shares of common stock to
60,300,000 shares of common stock. The Board of Directors also authorized a
stock split of the Company's common stock equal to 11,000 shares for 1 share,
and changed the par value from $1.00 per share to $.000082918 per share. All
presentations in these financial statements reflect the stock split.
Warrants - On January 15, 1994, the Board of Directors of STELLAR Inc. granted
warrants to the holders of certain STELLAR common stock. The warrants entitled
the holder to purchase one (1) share of common stock for every two (2) shares
of STELLAR common stock held at $.50 per share. Stellar shareholders exercised
warrants to purchase 356,000 shares of common stock with cash proceeds of
$178,250. All remaining warrants expired on February 18, 1994.
39
<PAGE> 40
THE SPORTS & SHOPPING NETWORK, INC.
(A Development Stage Company)
(A Subsidiary of The STELLAR Companies, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
10. Additional Cash Flow Statement Information -
The non-cash effect of the acquisition of Microsonics and the sale of
Microsonics assets during 1992 as follows:
<TABLE>
<CAPTION>
Acquisition Sale of Assets
----------- --------------
<S> <C> <C> <C>
(Increase) decrease in assets:
Furniture, Fixtures and Equipment (134,079) 132,186
Other assets
Proprietary technology (235,219) 71,892
Other (45,922) 45,922
--------- ---------
(415,220) (250,000)
--------- ---------
Increase in liabilities:
Accounts payable and accrued liabilities 104,526
Prepayment of royalty income 100,000
--------- ---------
Increase (decrease) in cash $(310,694) $ 350,000
========= =========
</TABLE>
The non-cash effect of the acquisition of Centennial during 1993 as follows:
<TABLE>
<S> <C>
Goodwill $ 155,870
Due to parent (common stock issued by Stellar) (130,000)
---------
Cash investment $ 25,870
=========
</TABLE>
40
<PAGE> 41
THE SPORTS & SHOPPING NETWORK, INC.
(A Development Stage Company)
(A Subsidiary of The STELLAR Companies, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
10. Additional Cash Flow Statement Information (cont.) -
The noncash effect of the acquisition of Collectibles in 1993 follows:
<TABLE>
<S> <C>
Contractual obligation due to Brander $ 100,000
Due to parent - Declaration of distribution of capital
by Stellar (100,000)
-----------
-0-
===========
</TABLE>
The noncash affect of the transfer of inventories and liabilities to Stellar in
1994 follows:
<TABLE>
<S> <C>
Inventory $ 231,333
Contractual obligation due to Brander (50,000)
Due to parent (181,333)
-----------
-0-
===========
</TABLE>
In connection with the purchase of TSSN by STELLAR, the Company recorded the
excess purchase price ($2,158) over the net assets acquired as goodwill with a
corresponding credit to additional paid- in capital.
11. Subsequent Event -
EVRO Corporation - On March 14, 1995, EVRO Corporation (EVRO) acquired 98.35%
of the issued and outstanding common stock of the Company from STELLAR in
exchange for 16,759,038 shares of EVRO's common stock or 77.1% of the EVRO
shares of common stock which will then be issued and outstanding. EVRO issued
to STELLAR 500,000 shares of restricted common stock at closing and has agreed
to issue the remaining shares following the completion of an increase in EVRO's
authorized shares of common stock. EVRO has agreed to offer to acquire the
remaining 1.65% of the Company's issued and outstanding common stock which are
held by minority shareholders in exchange for an aggregate of 281,418 shares of
EVRO's common stock.
41
<PAGE> 42
THE SPORTS & SHOPPING NETWORK, INC.
(A Development Stage Company)
(A Subsidiary of The STELLAR Companies, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
11. Subsequent Event (cont.) -
EVRO has formed a wholly owned subsidiary, Technology Holdings, Inc. ("THI"),
which owns all of the assets that were owned by EVRO prior to the TSSN
acquisition. Pursuant to such acquisition, the holders of EVRO's common stock,
other than STELLAR, will be issued a stock dividend consisting of EVRO's Series
D Preferred Stock. EVRO has the right, but not the obligation, to redeem the
Series D Preferred Stock in exchange for all of THI's issued and outstanding
capital stock.
THI is entitled to receive on an annual basis that number of shares of EVRO's
voting common stock ("Special Shares") equal to 20% of the average total assets
of THI over a twelve month period (March 14 through the following March 13 each
year) divided by Two Dollars ($2.00). THI's right to receive the Special
Shares provided is earned pro rata over the applicable twelve month period.
Such entitlement would cease upon the redemption of the Series D Preferred
Stock. STELLAR has the right to purchase from THI any Special Shares of EVRO's
common stock received until June 30, 1997, for an amount equal to the greater
of Two Dollars ($2.00) per share or 50% of the bid price of EVRO's then
publicly traded stock as of the end of the month preceding STELLAR's exercise
of its right to purchase. EVRO is prohibited from pledging, hypothecating or
otherwise encumbering its shares of THI's capital stock.
The Series D Preferred Stock contains a special dividend provision that in the
event such preferred stock is not redeemed by June 30, 1997, EVRO shall, as of
July 1, 1997, declare a stock dividend of its voting common stock payable to
the holders of the Series D Preferred Stock equal to the number of shares of
common stock held by THI as of June 30, 1997. Additional stock dividends shall
be payable to the holders of Series D Preferred Stock each July 1st following
July 1, 1997, until EVRO has redeemed its Series D Preferred Stock. The amount
of such additional stock dividend shall equal the number of shares of EVRO's
common stock transferred to THI during the immediately preceding twelve month
period.
The Company is currently seeking to raise additional capital through the sale
of the EVRO's capital stock in one or more private equity offerings to
primarily fund the TSSN operations. Upon successful completion of the private
equity offerings, the Company intends to redeem its Series D Preferred Stock in
exchange for all of THI's issued and outstanding capital stock.
42
<PAGE> 43
THE SPORTS & SHOPPING NETWORK, INC.
(A Development Stage Company)
(A Subsidiary of The STELLAR Companies, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
11. Subsequent Event (cont.) -
For financial reporting purposes this transaction will be accounted for as a
reverse merger under which the companies will be recapitalized to include the
historical financial information of the Company, and the assets and liabilities
of EVRO will be revalued to reflect the market value of EVRO's common stock.
American Collectible Network, Inc.
On April 26, 1995, EVRO Corporation ("EVRO") entered into a binding Letter of
Intent (which was modified on May 5, 1995) to acquire not less than 80% of
America's Collectibles Network, Inc. ("ACN") and to merge ACN into The Sports &
Shopping Network, Inc. ("TSSN") in exchange for the requisite number of EVRO's
preferred stock which shares shall be convertible into 1,850,000 shares of
EVRO's restricted common stock, immediately after the Company increases its
authorized shares of common stock. If the merger has not taken place on or
before May 31, 1995, then either ACN or EVRO shall have the right to terminate
the Letter of Intent. If neither Party has exercised its right to terminate by
June 2, 1995, then the Letter of Intent will automatically be extended to June
30, 1995. The Letter of Intent is void after June 30, 1995. The Company
expects to account for this transaction as a purchase.
In addition, EVRO has also agreed to provide or cause to be provided
approximately $550,000 of working capital to ACN, $50,000 of which is to be
advanced within fifteen (15) business days of the date of the Modification of
the Binding Letter of Intent. Funding of the remaining working capital
commitment is to be provided over the 90 day period immediately following the
completion of the merger. In consideration for agreeing to the provisions in
the Modification of the Binding Letter of Intent, EVRO paid ACN a $50,000
non-refundable deposit.
43
<PAGE> 44
EVRO CORPORATION
CONDENSED PROFORMA COMBINING STATEMENT OF OPERATIONS
WITH THE SPORTS & SHOPPING NETWORK, INC. ("TSSN")
FOR THE YEAR ENDED DECEMBER 31, 1994
The Condensed Proforma Combining Statement of Operations shown below for the
year ended December 31, 1994 has been prepared as if the Company had been
acquired by TSSN as of the beginning of the fiscal year, adjusted to reflect an
increase in amortization resulting from goodwill recorded in the merger. The
proforma weighted average number of shares used to compute the proforma loss
per share was based on the actual number of the Company's shares outstanding
for the year ended December 31, 1994 increased by the number of common shares
issued to STELLAR (500,000 shares) adjusted for the effect of a November 30,
1994 change in the number of issued shares of TSSN held by STELLAR.
<TABLE>
<CAPTION>
EVRO TSSN Adjustments Combined
---- ---- ----------- --------
<S> <C> <C> <C> <C>
Sales and Revenues $ 1,080,991 $ 48,898 $ $ 1,129,889
Cost of Sales and Revenues 885,338 73,325 958,663
----------- ----------- ----------- -----------
Gross Margin 195,653 (24,427) 171,226
Operating Expenses 2,263,756 1,597,712 146,015 4,007,483
----------- ----------- ----------- -----------
Operating Loss of
Continuing Operations (2,068,103) (1,622,139) (146,015) (3,836,257)
Other Income (Expenses) (1,170,136) (81,024) (1,251,160)
----------- ----------- ----------- -----------
Net Loss from Continuing
Operations $(3,238,239) $(1,703,163) $ (146,015) $(5,087,417)
=========== =========== =========== ===========
Net Loss Per Share $ (2.95)
===========
Average Number of
Common Shares
Outstanding
1,726,172
===========
</TABLE>
44
<PAGE> 45
ITEM 6. EXHIBITS, REPORTS ON FORM 8-K
(a) EXHIBITS
- --- --------
EXHIBIT # DESCRIPTION OF DOCUMENT
- --------- -----------------------
2.1 Modification of the Binding Letter of Intent dated between
EVRO Corporation, The Sports & Shopping Network, Inc. and
America's Collectibles Network, Inc. regarding the proposed
merger of ACN into TSSN.(a)
2.2 Modification of Loan Agreement between America's Collectibles
Network, Inc., The Sports & Shopping Network, Inc., and EVRO
Corporation dated May 10, 1995.(a)
10.1 Management Services Agreement by and between The STELLAR
Companies, Inc., and Microsonics International, Inc.,
International Sports Collectibles, Inc., The Sports & Shopping
Network, Inc. and Centennial Sports Promotions, Inc.(a)
27.0 Financial Data Schedule (for SEC use only)
(b) REPORTS ON FORM 8-K
- --- -------------------
Form 8-K dated March 14, 1995 reporting acquisition of The Sports and Shopping
Network, Inc.
- --------------------------
(a) Filed as an Exhibit to Report on Form 10-QSB dated May 18, 1995.
SIGNATURES
In accordance with the requirements of the Exchange Act, the
Registrant caused this Report to be signed on its behalf by the undersigned
thereunto duly authorized.
EVRO CORPORATION
Date January 24, 1996 By /s/ O. Don Lauher
----------------------- -----------------------------------------
O. Don Lauher
Chief Financial Officer
45
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> MAR-31-1995
<CASH> 2,918
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 241,760
<CURRENT-ASSETS> 426,932
<PP&E> 3,933,952
<DEPRECIATION> 425,456
<TOTAL-ASSETS> 7,575,195
<CURRENT-LIABILITIES> 2,172,107
<BONDS> 0
0
4,114,153
<COMMON> 2,142,757
<OTHER-SE> (2,164,261)
<TOTAL-LIABILITY-AND-EQUITY> 7,575,195
<SALES> 132,209
<TOTAL-REVENUES> 252,840
<CGS> 120,018
<TOTAL-COSTS> 262,585
<OTHER-EXPENSES> 425,204
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 42,864
<INCOME-PRETAX> (477,813)
<INCOME-TAX> 0
<INCOME-CONTINUING> (477,813)
<DISCONTINUED> (48,157)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (525,970)
<EPS-PRIMARY> (.64)
<EPS-DILUTED> 0
</TABLE>
