UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM 10-QSB
(Mark one)
|X| QUARTERLY Report purSUANT TO Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended July 31, 2000
|_| Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
----------------- --------------
Commission file number 1-8460
UNIVERSAL MONEY CENTERS, INC.
(Exact name of small business issuer as specified in its charter)
Missouri 43-1242819
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
6800 Squibb Road, Mission, Kansas 66202
(Address of principal executive offices)
(913) 831-2055
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities and 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
--- ---
Number of shares outstanding of each of the issuer's classes of common
equity as of September 12, 2000: 2,042,569 shares of Common Stock, $.01 par
value per share.
Transitional Small Business Disclosure Format: Yes No X
--- ---
<PAGE>
NOTE CONCERNING FORWARD-LOOKING STATEMENTS
Certain statements contained in this Quarterly Report on Form 10-QSB that
are not statements of historical fact may constitute forward-looking statements
within the meaning of Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). These statements involve risks and uncertainties
that may cause actual results to differ materially from those in such
statements. See Part I, Item 2 "Management's Discussion and Analysis or Plan of
Operation - Cautionary Statement Concerning Forward-Looking Statements" for
additional information and factors to be considered with respect to
forward-looking statements.
2
<PAGE>
UNIVERSAL MONEY CENTERS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
January 31,
July 31, 2000 2000
------------- ----------
(Unaudited)
<S> <C> <C>
CURRENT ASSETS
Cash $ 111,337 $ 118,991
Accounts receivable - trade, less allowance for
doubtful accounts: $98,238 and $66,370
at July 31 and January 31, 2000, respectively 109,320 105,517
Accounts receivable - affiliate 41,270 7,228
Note receivable - affiliate 225,835 650,300
Prepaid expenses and other 62,130 22,058
Interest receivable - affiliate 6,628
---------- ----------
Total Current Assets 549,892 910,722
---------- ----------
PROPERTY AND EQUIPMENT, At cost
Equipment 4,647,315 4,139,601
Leasehold improvements 117,803 117,803
Vehicles 11,434 21,156
---------- ----------
4,776,552 4,278,560
Less accumulated depreciation 2,333,252 1,977,738
---------- ----------
2,443,300 2,300,822
---------- ----------
OTHER ASSETS
Deferred income taxes 375,000 375,000
Other 113,234 26,232
---------- ----------
488,234 401,232
---------- ----------
$3,481,426 $3,612,776
========== ==========
</TABLE>
3
See Notes to Condensed Consolidated
Financial Statements
<PAGE>
UNIVERSAL MONEY CENTERS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
January 31,
July 31, 2000 2000
------------- ------------
(Unaudited)
<S> <C> <C>
CURRENT LIABILITIES
Current maturities of long-term debt and
capital lease obligations $ 458,874 $ 472,943
Accounts payable 574,182 732,546
Accounts payable--affiliate 25,559
Accrued expenses 223,928 216,866
------------ ------------
Total Current Liabilities 1,256,984 1,447,914
------------ ------------
LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS 1,085,978 1,033,378
------------ ------------
STOCKHOLDERS' EQUITY
Common stock; no par value; $.01 stated value; 40,000,000
shares authorized; issued July 31, 2000 - 2,042,569
shares; January 31, 2000 - 1,992,569 shares 418,514 398,514
Additional paid-in capital 18,593,430 18,593,430
Retained earnings (deficit) (16,211,172) (16,198,152)
------------ ------------
2,800,772 2,793,792
Less treasury stock, at cost; common;
27,916 shares (1,662,308) (1,662,308)
------------ ------------
1,138,464 1,131,484
------------ ------------
$ 3,481,426 $ 3,612,776
============ ============
</TABLE>
4
See Notes to Condensed Consolidated
Financial Statements
<PAGE>
UNIVERSAL MONEY CENTERS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
SIX MONTHS ENDED JULY 31, 2000 AND 1999
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended July 31, Six Months Ended July 31,
2000 1999 2000 1999
----------- ------------- ----------- -----------
<S> <C> <C> <C> <C>
NET REVENUES $ 2,074,234 $ 1,564,529 $ 4,002,592 $ 2,955,649
COST OF REVENUES 1,558,529 1,108,205 3,085,494 2,112,610
----------- ------------- ----------- -----------
GROSS PROFIT 515,705 456,324 917,098 843,039
OPERATING EXPENSES 425,484 357,213 872,371 714,260
----------- ------------- ----------- -----------
INCOME FROM OPERATIONS 90,221 99,111 44,727 128,779
----------- ------------- ----------- -----------
OTHER INCOME (EXPENSE)
Interest income 7,134 19,802 17,848 33,046
Interest expense (36,867) (25,323) (75,595) (47,971)
----------- ------------- ----------- -----------
(29,733) (5,521) (57,747) (14,925)
----------- ------------- ----------- -----------
INCOME (LOSS) BEFORE INCOME TAXES 60,488 93,590 (13,020) 113,854
PROVISION FOR INCOME TAXES - - - -
---------- ------------- ----------- -----------
NET INCOME (LOSS) $ 60,488 $ 93,590 $ (13,020) $ 113,854
========== ============= =========== ==========
BASIC AND DILUTED EARNINGS (LOSS)
PER SHARE $ 0.031 $ 0.047 $ (0.007) $ 0.057
======== ========= =========== =========
WEIGHTED AVERAGE
COMMON SHARES OUTSTANDING 1,976,066 1,964,653 1,970,422 1,964,653
========= ========= ========== =========
</TABLE>
5
See Notes to Condensed Consolidated
Financial Statements
<PAGE>
UNIVERSAL MONEY CENTERS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JULY 31, 2000 AND 1999
(UNAUDITED)
2000 1999
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $(13,020) $113,854
Items not requiring cash:
Depreciation and amortization 376,410 249,284
Common stock issued as compensation 20,000
Changes in:
Accounts receivable (31,217) 12,628
Prepaid expenses and other (137,930) (28,118)
Accounts payable and accrued expenses (176,861) 89,282
-------- --------
Net cash provided by operating activities 37,382 436,930
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
(Increase) decrease in note receivable - affiliate 424,465 (650,300)
Purchase of property and equipment (366,282) (190,200)
-------- --------
Net cash provided by (used in) investing 58,183 (840,500)
-------- --------
activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of long-term debt 178,300 11,434
Principal payments under long-term debt and
capital lease obligations (281,519) (167,154)
--------- ---------
Net cash used in financing activities (103,219) (155,720)
--------- ---------
DECREASE IN CASH (7,654) (559,290)
CASH, BEGINNING OF PERIOD 118,991 601,922
--------- --------
CASH, END OF PERIOD $111,337 $ 42,632
========= =========
NONCASH INVESTING AND FINANCING ACTIVITIES
Capital lease obligations incurred for equipment $141,750 $ 0
======== =========
6
See Notes to Condensed Consolidated
Financial Statements
<PAGE>
UNIVERSAL MONEY CENTERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED JULY 31, 2000 (UNAUDITED)
NOTE 1: BASIS OF PRESENTATION
In the opinion of management, the accompanying unaudited consolidated
financial statements contain all adjustments necessary to present fairly the
Company's consolidated financial position as of July 31, 2000, and the
consolidated results of its operations and cash flows for the six month periods
ended July 31, 2000 and 1999. The results of operations for the periods are not
necessarily indicative of the results to be expected for the full year. The
balance sheet as of January 31, 2000 has been derived from the audited balance
sheet of the Company as of that date.
Certain information and note disclosures normally included in the
Company's annual financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted. These condensed,
consolidated financial statements should be read in conjunction with the
consolidated financial statements and notes thereto included in the Company's
annual report on Form 10-KSB for the fiscal year ended January 31, 2000.
NOTE 2: REVERSE STOCK SPLIT
At the Company's annual meeting on June 6, 2000, the shareholders approved
a 1:20 reverse stock split which became effective on July 7, 2000. The number of
shares of common stock shown in the accompanying balance sheet are stated to
reflect the effect of the reverse stock split.
NOTE 3: FUTURE CHANGES IN ACCOUNTING PRINCIPLES
The Financial Accounting Standards Board ("FASB") has issued Statement of
Financial Accounting Standards No. 133, Accounting for Derivative Instruments
and Hedging Activities ("SFAS 133"). This statement, as amended by SFAS No. 137,
requires all derivatives to be recorded on the balance sheet at fair value and
establishes standard accounting methodologies for hedging activities. The
standard will result in the recognition of offsetting changes in value or cash
flows of both the hedge and the hedged item in earnings or comprehensive income
in the same period. The statement is effective for the Company's fiscal year
ending January 31, 2001. Because the Company generally does not hold derivative
instruments, the adoption of this statement is not expected to have a material
impact on the financial statements.
NOTE 4: SIGNIFICANT ESTIMATES AND CONCENTRATIONS
LITIGATION
In May 1999, a former officer and employee threatened litigation against
the Company for unpaid severance compensation and issuance of common stock for
past services rendered. In July 2000, the Company issued 50,000 shares of common
stock and recorded compensation expense of $20,000 in response to this claim. If
this issue is further litigated, now or in the future, management and legal
counsel believe that the Company has reasonable defenses. The amount of ultimate
loss, if any, could differ materially from these estimates.
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION OVERVIEW
Universal Money Centers, Inc. (the "Company") operates a network of
automated teller machines ("ATMs"). The ATMs provide holders of debit and credit
cards access to cash, account information and other services at convenient
locations and times. At July 31, 2000, the network consisted of approximately
413 ATMs owned by the Company, 85 ATMs owned by banks and 51 ATMs owned by third
party merchants. ATMs in the Company's network are principally installed in
convenience stores and banks with locations concentrated in the Kansas City and
St. Louis, Missouri and El Paso, Texas metropolitan areas, and the state of
Kansas. See "--Comparison of Results of Operation for the Three Months Ended
July 31, 2000 and July 31, 1999 - Cost of Revenue."
In addition to operating its network, the Company also provides ATM
network management services to banks and other third parties owning ATMs in the
Company's ATM network
The Company's revenues are principally derived from two types of fees,
which the Company charges for processing transactions on its ATM network. The
Company receives an interchange fee from the issuer of the credit or debit card
for processing a transaction when a cardholder uses an ATM in the Company's
network. In addition, in most cases the Company receives a surcharge fee from
the cardholder when the cardholder makes a cash withdrawal from an ATM in the
Company's network.
Interchange fees are processing fees that are paid by the issuer of the
credit or debit card used in a transaction. Interchange fees vary for cash
withdrawals, balance inquiries, account transfers or uncompleted transactions,
the primary types of transactions that are currently processed on ATMs in the
Company's network. The maximum amount of the interchange fees is established by
the national and regional card organizations and credit card issuers with which
the Company has a relationship. The Company (or its affiliate, Universal Funding
Corporation ("Funding")) receives the full interchange fee for transactions on
Company owned ATMs, but sometimes rebates a portion of the fee to the owner of
the ATM location under the applicable lease for the ATM site. The Company also
receives the full interchange fee for transactions on ATMs owned by banks or
third party vendors included within the Company's network, but rebates a portion
of each fee to the bank or third party vendor based upon negotiations between
the parties. The interchange fees received by the Company vary from network to
network and to some extent from issuer to issuer, but generally range from $0.35
to $0.75 per cash withdrawal. Interchange fees for balance inquiries, account
transfers and denied transactions are generally substantially less than fees for
cash withdrawals. The interchange fees received by the Company from the card
issuer are independent of the service fees charged by the card issuer to the
cardholder in connection with ATM transactions. Service fees charged by card
issuers to cardholders in connection with transactions through the Company's
network range from zero to as much as $2.50 per transaction. The Company does
not receive any portion of the service fees charged by the card issuer to the
cardholder.
In most markets the Company imposes a surcharge fee for cash withdrawals.
The Company expanded its practice of imposing surcharge fees in April 1996 when
national debit and credit card organizations changed rules applicable to their
members to permit these fees. Subsequently, surcharge fees have been a
substantial additional source of revenue for the Company and other ATM network
operators. The surcharge fee for ATMs in the Company's network owned by or
located in banks ranges between $0.50 and $1.50 per withdrawal. The surcharge
fee for other ATMs in the Company's network ranges between $0.50 and $2.50 per
withdrawal. The Company receives the full surcharge fee for transactions on
Company owned ATMs, but sometimes rebates a portion of the fees to the owner of
the ATM location under the applicable lease for the ATM site. The Company also
receives the full surcharge fee for transactions on ATMs owned by banks and
third party vendors included within the Company's network, but rebates a portion
of each fee to the bank or third party vendor based upon a variety of factors,
including transaction volume and the party responsible for supplying vault cash
to the ATM.
8
<PAGE>
The Company's profitability is substantially dependent upon the imposition
of surcharge fees. Any changes in laws or card association rules materially
limiting the Company's ability to impose surcharge fees would have a material
adverse effect on the Company.
In addition to revenues derived from interchange and surcharge fees, the
Company also derives revenues from providing network management services to
banks and third parties owning ATMs included in the Company's ATM network. These
services include 24 hour transaction processing, monitoring and notification of
ATM status and cash condition, notification of ATM service interruptions, in
some cases, dispatch of field service personnel for necessary service calls and
cash settlement and reporting services. The fees for these services are paid by
the owners of the ATMs.
Interchange fees are credited to the Company by networks and credit card
issuers on a periodic basis which is generally either daily or monthly depending
upon the party. Surcharge fees are charged to the cardholder and credited to the
Company by networks and credit card issuers on a daily basis. The Company
periodically rebates the portion of these fees owed to ATM owners and owners of
ATM locations. Fees for network management services are generally paid to the
Company on a monthly basis.
COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE MONTHS AND SIX MONTHS ENDED
JULY 31, 2000 AND JULY 31, 1999.
Revenues. The Company's total revenues increased to $2,074,234 for the
three months ended July 31, 2000 from $1,564,529 for the three months ended July
31, 1999 and increased to $4,002,592 for the six months ended July 31, 2000
("second quarter 2001") from $2,955,649 for the six months ended July 31, 1999
("second quarter 2000"). This increase is primarily attributable to an increase
in the number of ATMs in the Company's network on which the Company imposed
surcharge fees for cash withdrawals. The number of such ATMs increased to 545 in
second quarter 2001 from 419 in second quarter 2000. Surcharge fees increased to
$1,397,679 or 67.4% of total revenues for the three months ended July 31, 2000
from $1,111,016 or 71.0% of total revenues for the three months ended July 31,
1999. Surcharge fees increased to $2,678,753 or 66.9% of total revenues for the
six months ended July 31, 2000 from $2,087,640 or 70.6% of total revenues for
the six months ended July 31, 1999. The increase in total revenues is also
partially due to an increase in the number of ATMs in the Company's network,
from 428 in second quarter 2000 to 549 in second quarter 2001. The increase in
the number of ATMs resulted in an increase in the number of transactions
processed on ATMs in the Company's network. Revenues derived from interchange
fees increased to $520,305 for the three months ended July 31, 2000 from
$289,524 for the three months ended July 31, 1999, and increased to $989,661 for
the six months ended July 31, 2000 from $519,414 for the six months ended July
31, 1999. Revenues received from Funding under a Management Agreement between
the Company and Funding increased to $35,669 for the three months ended July 31,
2000 from $32,027 for the three months ended July 31, 1999 and decreased to
$22,415 for the six months ended July 31, 2000 from $103,357 for six months
ended July 31, 1999. See "--Revenues from Funding" below. The Company's revenues
from network management services provided to banks and third parties decreased
to $120,581 for the three months ended July 31, 2000 from $131,962 for the three
months ended July 31, 1999 and increased to $311,763 for the six months ended
July 31, 2000 from $245,238 for the six months ended July 31, 1999.
Revenues from Funding. The Company has a relationship with its affiliate,
Universal Funding Corporation ("Funding"), under which Funding provides vault
cash for certain ATMs owned by the Company. At the request of Funding, the
Company leases all of these ATMs to Funding so that Funding may protect its
vault cash in the ATMs. At July 31, 2000 and 1999, Funding had vault cash
located in approximately 272 and 247 ATMs, respectively, owned by the Company.
Effective as of September 6, 2000, Funding is owned one half by each of David S.
Bonsal, the Chairman of the Company's Board of Directors, and John L. Settles,
President of the Company.
The Company derives management fees from Funding pursuant to a Management
Agreement between Funding and the Company. Under the Management Agreement,
Funding receives all interchange fees for transactions processed on ATMs owned
by the Company for which Funding provides vault cash.
9
<PAGE>
In exchange for "driving" the ATMs leased to Funding and providing accounting,
maintenance and communication services, the Company receives a management fee
equal to Funding's "net income." Funding's "net income" is defined in the
Management Agreement as revenues from interchange fees, less armored security
charges, interest expense on funds borrowed to provide vault cash, ATM location
expenses, debt service related to the purchase of the ATMs, taxes or insurance
on ATMs, and a monthly payment to each of Funding's shareholders representing a
return on their equity investment in Funding. If Funding's "net income" is less
than zero (a "net loss"), the Company reimburses Funding for such amount.
The revenues received by the Company from Funding under the Management
Agreement were $35,669 and $22,415 for the three months and six months ended
July 31, 2000. These revenues equal Funding's "net income" under the Management
Agreement for the same period. Funding's "net income" of $35,669 for the three
months ended July 31, 2000 consisted of $274,667 in revenues from interchange
fees earned by Funding, less Funding's expenses in the amount of $232,723 and
Funding's return on equity payment to shareholders of Funding in the amount of
$6,275. Funding's "net income" of $22,415 for the six months ended July 31, 2000
consisted of $534,085 in revenues from interchange fees earned by Funding, less
Funding's expenses in the amount of $499,257 and Funding's return on equity
payment to shareholders of Funding in the amount of $12,413. Pursuant to the
Management Agreement, Funding's expenses for purposes of computing its "net
income" did not include Funding's depreciation, amortization and bad debt
expenses, which were $0 and $977 for the respective periods. The revenues
received by the Company from Funding under the Management Agreement were $32,027
and $103,357 for the three months and six months ended July 31, 1999. These
revenues equal Funding's "net income" under the Management Agreement for the
same period. Funding's "net income" of $32,027 for the three months ended July
31, 1999 consisted of $334,247 in revenues from interchange fees earned by
Funding, less Funding's expenses in the amount of $295,945 and Funding's return
on equity payment to shareholders of Funding in the amount of $6,275. Funding's
"net income" of $103,357 for the six months ended July 31, 1999 consisted of
$667,023 in revenues from interchange fees earned by Funding, less Funding's
expenses in the amount of $551,321 and Funding's return on equity payment to
shareholders of Funding in the amount of $12,345. Pursuant to the Management
Agreement, Funding's expenses for purposes of computing its "net income" did not
include Funding's depreciation, amortization and bad debt expenses, which were
$0 and $977 for the respective periods.
The revenues earned by Funding from interchange fees declined in the six
months ended 2000 from the six months ended 1999, as a result of the reduction
in the number of certain high-volume ATMs for which Funding provided vault cash.
This decrease was partially offset by an increase in the overall number of ATMs
for which Funding provided vault cash. However, many of the new ATMs for which
Funding provides vault cash are generally lower volume ATMs. The decrease in
Funding's expenses in the six months ended July 31, 2000 from the six months
ended July 31, 1999 was caused principally by lower interest expense and lower
armored security charges caused by a reduction in the amount of vault cash
needed for the ATMs funded by Funding and the frequency of vault cash
deliveries. For additional information, see the Company's Annual Report on Form
10-KSB for the fiscal year ended January 31, 2000, Item 1, "DESCRIPTION OF
BUSINESS - Relationship with Universal Funding Corporation."
Cost of Revenues. The Company's cost of revenues increased to $1,558,529
and $3,085,494 for the three months and six months ended July 31, 2000,
respectively, from $1,108,205 and $2,112,610 for the three months and six months
ended July 31, 1999, respectively. The principal components of cost of revenues
are salaries, telecommunication services and transaction processing charges,
interchange and surcharge rebates, ATM site rentals, maintenance and repairs,
depreciation and amortization and vault cash rental costs. This increase is
principally due to an increase in interchange and surcharge rebates paid to
third party owners of ATMs included in the Company's ATM network and to ATM site
owners. Rebates generally increase approximately in proportion to increases in
total revenues from interchange and surcharge fees. The increase is also
attributable to increased depreciation associated with the larger number of ATMs
owned by the Company, and increased telecommunications expenses associated with
the larger number of ATMs in the Company's network.
10
<PAGE>
The increase in cost of revenues is also attributable to costs incurred in
six months ended July 31, 2000 in connection with the management and removal of
certain ATMs in Kmart stores. On October 31, 1999, the Company entered into a
placement arrangement with Kmart Corporation under which it agreed to place ATMs
in 147 Kmart stores in Michigan, Minnesota, Illinois and Wisconsin. The Company
leased 58 of the ATMs to be placed in the Kmart stores in Illinois. It also
entered into an arrangement with Advanced Financial Systems, L.L.C. of Detroit,
Michigan, under which Advanced Financial agreed to place 63 ATMs owned by it in
63 Kmart stores located in Michigan and Minnesota and the Company agreed to
provide ATM network management services for these ATMs. Advanced Financial has
not paid a substantial portion of the management fees owed under this
arrangement. The Company also entered into an arrangement with American
Technology Systems, Inc. under which American Technology agreed to place ATMs
owned by it in the remaining 26 Kmart stores in Wisconsin. Under the Company's
arrangement with Kmart Corporation, it had the right to terminate the placement
of ATMs in individual stores if the ATMs did not meet certain usage levels. In
the six months ended July 31, 2000, the Company terminated placement of 89 ATMs
from the Kmart stores in Michigan, Minnesota and Wisconsin as these ATMs did not
meet the necessary performance guidelines under the Company's agreement with
Kmart.
Gross Margin. Gross profit as a percentage of revenues for the three
months and six months ended July 31, 2000 was 24.9% and 22.9%, respectively, and
for the three months and six months ended July 31, 1999 was 28.5% and 29.2%,
respectively. The decrease for the three months and six months ended July 31,
2000 was caused by a number of factors, including increased interchange and
surcharge rebates, increased depreciation expense resulting from the purchase of
new ATMs and increased personnel expense and telecommunications charges
resulting from growth in the ATM network.
Operating Expenses. The Company's total operating expenses increased to
$425,484 and $872,371 for the three months and six months ended July 31, 2000,
respectively, from $357,213 and $714,260 for the three months and six months
ended July 31, 1999, respectively. The principal components of operating
expenses are administrative salaries and benefits, professional fees, occupancy
costs, sales and marketing expenses and administrative expenses. This increase
is principally attributable to increased professional fees incurred in
connection with the Company's rights offering, additional administrative staff,
salary increases, technology consulting expenses and bad debt write-off.
Interest Income. Through its subsidiary, Electronic Funds Transfer, Inc.
("EFT), the Company extends short-term loans to Funding, which uses the proceeds
to provide vault cash for ATMs in the Company's network which are funded by
Funding. These loans generally have a term of one month and bear interest at 12%
per annum. Interest income primarily represents the interest paid by Funding to
the Company on the outstanding balance of these loans. In addition, interest
income also represents interest paid by vault cash providers on deposits made by
the Company as required by such vault cash providers. See "--Liquidity and
Capital Resources." Interest income decreased to $7,134 and $17,848 for the
three months and six months ended July 31, 2000, respectively, from $19,802 and
$33,046 for the three months and six months ended July 31, 1999, respectively,
as a result of lower average outstanding balances.
Interest Expense. Interest expense increased to $36,867 and $75,595 for
the three months and six months ended July 31, 2000, respectively, from $25,323
and $47,971 for the three months and six months ended July 31, 1999,
respectively. This increase was attributable to decreased capital lease
obligations and notes payable related to the acquisition of additional ATMs.
Net Income or Loss before Taxes. The Company had net income of $60,488 or
$0.031 per share for the three months ended 2000, compared to net income of
$93,590 or $0.047 per share for the three months ended 1999. The Company had net
loss of $13,020 or $0.007 per share for the six months ended 2000, compared to
net income of $113,854 or $0.057 per share for the six months ended 1999. The
net loss in the six months ended 2000 resulted principally from increased cost
of revenues, operating expenses and interest expenses which incurred in the
first quarter 2001. All per share calculations were made taking into account the
1:20 reverse stock split which became effective on July 7, 2000.
Income Taxes. The Company paid no income taxes for the six months
ended July 31, 2000 as a result of the loss. The Company paid no income tax
for three months ended July 31, 2000, utilizing
11
<PAGE>
operating loss carryforwards to reduce taxable income to zero. The Company paid
no income tax for three and six months ended July 31, 1999, utilizing operating
loss carryforwards to reduce taxable income to zero. In addition, the Company
has recorded a deferred tax credit of $375,000 at January 31, 2000 and July 31,
2000, which is primarily a result of operating loss carryforwards which
management believes are more likely than not to be realized prior to their
expiration between 2005 and 2012. Realization is dependent on generating
sufficient future taxable income to absorb the carryforwards. The amount of the
deferred tax credit considered realizable could be increased or reduced in the
near term if estimates of future taxable income during the carryforward period
change. As of July 31, 2000, the Company had approximately $112,000 of tax
credits available to offset future federal income taxes. These credits expire
between 2001 and 2002. The Company also has unused operating loss carryforwards
of approximately $1,900,000, which expire between 2005 and 2020.
LIQUIDITY AND CAPITAL RESOURCES
At July 31, 2000, the Company had a working capital deficit of $707,092,
compared to a working capital deficit of $537,192 at January 31, 2000. The ratio
of current assets to current liabilities decreased to .44 at July 31, 2000 from
.63 at January 31, 2000.
The Company has funded its operations and capital expenditures from cash
flow generated by operations, capital leases and borrowings from lenders.
Operating activities provided net cash of $37,382 for the six months ended July
31, 2000 and $436,930 for the six months ended July 31, 1999. Net cash provided
by operating activities for the six months ended July 31, 2000 consisted
primarily of depreciation of $376,410 and an increase in non-cash compensation
of $20,000, partially offset by an increase in accounts receivable of $31,217,
an increase in prepaid expenses and other assets of $137,930, a decrease in
accounts payable of $176,861 and a net loss of $13,020. Net cash provided by
investing activities was $58,183 for the six months ended July 31, 2000,
compared to net cash used in investing activities of $840,500 for the six months
ended July 31, 1999. The net cash provided by investing activities resulted
primarily from a decrease in loans to Funding to provide vault cash, partially
offset by an increase in purchases of plant and equipment (principally ATMs) in
connection with expansion. Net cash used in financing activities was $103,219
for the six months ended July 31, 2000, compared to net cash used in financing
activities of $155,720 for the six months ended July 31, 1999. The Company had
cash and cash equivalents of $111,337 at July 31, 2000, compared to cash and
cash equivalents of $118,991 at January 31, 2000.
Much of the Company's cash requirements relate to the need for vault cash
for ATMs owned by the Company. Funding currently provides vault cash for a
majority of these ATMs. At July 31, 2000 and 1999, Funding had vault cash of
approximately $2.75 million and $3.5 million, respectively, located in
approximately 272 and 244 ATMs, respectively, owned by the Company. Through its
subsidiary, EFT, the Company lends funds to Funding for vault cash to the extent
that Funding cannot obtain financing on reasonable terms from other sources and
to the extent that the Company has cash available to lend to Funding. The
outstanding balance of the loans made by EFT to Funding at July 31, 2000 was
$225,835 and at July 31, 1999 was $650,300. See "Comparison of Results of
Operations for the Three Months and Six Months Ended July 31, 2000 and July 31,
1999 - Revenues from Funding" and the Company's Annual Report on Form 10-KSB for
the fiscal year ended January 31, 2000, Item 1, "DESCRIPTION OF BUSINESS -
Relationship with Universal Funding Corporation." Certain of the ATMs owned by
the Company are sponsored by banks. Vault cash for these ATMs is supplied by the
sponsoring bank. Vault cash for ATMs in the Company's ATM network that are owned
by banks and third party vendors is provided by the ATM owner. Currently, the
Company does not directly provide vault cash to any ATMs in its network.
In addition, the Company also rents vault cash directly from vault cash
providers to use in ATMs owned by the Company in its network. In August 2000,
the Company entered into a vault cash arrangement with Wilmington Savings Fund
Society, FSB under which it could obtain up to $3,000,000 in vault cash.
Currently, the Company is not renting any vault cash under the Wilmington
Savings arrangement. The Wilmington Savings arrangement has a one-year term and
shall automatically renew
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unless written notice to terminate is provided by either party at least 60 days
prior to the anniversary date. The Wilmington Savings arrangement may be
terminated upon breach by the Company or the occurrence of certain other events.
In June 1999, the Company entered into a vault cash arrangement with Tehama Bank
under which it could obtain up to $3,000,000 in vault cash. As of July 31, 2000,
the Company was renting approximately $2,200,000 under the Tehama Bank
arrangement. The Tehama Bank arrangement has a one-year term, which
automatically renewed in June 2000, and may be terminated by Tehama Bank at any
time upon 60 days notice or upon breach by the Company or the occurrence of
certain other events. In October 1999, the Company entered into an arrangement
with Charter Bank allowing it to obtain up to $5,000,000 in vault cash, of which
approximately $800,000 was outstanding as of July 31, 2000. The Charter Bank
arrangement has a term of three years and may be terminated by Charter Bank upon
breach by the Company or upon the occurrence of certain other events. In
November 1999, the Company entered into a vault cash arrangement with Humboldt
Bank under which it could obtain up to $1,000,000 in vault cash. The Company had
not obtained funds under the arrangement with Humboldt Bank as of July 31, 2000.
The Humboldt Bank arrangement has a term of one year and may be terminated by
Humboldt Bank upon breach by the Company or upon the occurrence of certain other
events. Under each arrangement, the Company is required to pay a monthly service
fee on the outstanding amount equal to the prime rate of interest, plus a
specified percentage, and must pay monthly "bank" and insurance fees. In
addition, the Company is required to maintain certain amounts on deposit with
each of these vault cash providers to secure repayment of rented vault cash.
Management believes that the anticipated cash flow from operations will
provide the capital resources necessary to meet the Company's current working
capital needs and existing capital expenditure obligations. In addition, the
Company currently is conducting an offering of shares of common stock to
shareholders in order to raise approximately $800,000. There can be no assurance
that such offering will succeed in raising such amount. The Company expects that
its capital expenditures will increase in the future to the extent that the
Company is able to pursue its strategy of expanding its network and increasing
the number of installed ATMs. Expansion requires funds and for purchase of lease
of additional ATMs and for use as vault cash in the ATMs. These increased
expenditures are expected to be funded from cash flow from operations, capital
leases, funds raised in the rights offering to shareholders and additional
borrowings, to the extent financing is available. There can be no assurance that
the Company will be able to obtain financing under a credit facility on terms
that are acceptable to the Company or at all. If any of the Company's existing
financing arrangements are terminated or if the Company seeks additional funding
to expand its ATM network, additional financing may not be available when needed
or may not be available on acceptable terms. In that event, the Company's
ability to maintain and expand its ATM network may be adversely affected. The
loss of one or more sources of vault cash funding could have a material adverse
effect on the Company's business, results of operations and financial condition.
IMPACT OF INFLATION AND CHANGING PRICES
While subject to inflation, the Company was not impacted by inflation
during the past two fiscal years in any material respect.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
Certain statements contained in this Quarterly Report on Form 10-QSB that
are not statements of historical fact may constitute "forward-looking
statements" within the meaning of Section 21E of the Exchange Act. These
statements are subject to risks and uncertainties, as described below.
Examples of forward-looking statements include, but are not limited to:
(i) projections of revenues, income or loss, earnings or loss per share, capital
expenditures, the payment or non-payment of dividends, capital structure and
other financial items, (ii) statements of plans and objectives of the Company or
its management or Board of Directors, including plans or objectives relating to
the products or services of the Company, (iii) statements of future economic
performance, and (iv) statements of
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assumptions underlying the statements described in (i), (ii) and (iii).
Forward-looking statements can often be identified by the use of forward-looking
terminology, such as "believes," "expects," "may," "will," "should," "could,"
"intends," "plans," "estimates" or "anticipates," variations thereof or similar
expressions.
Forward-looking statements are not guarantees of future performance or
results. They involve risks, uncertainties and assumptions. The Company's future
results of operations, financial condition and business operations may differ
materially from those expressed in these forward-looking statements. Investors
are cautioned not to put undue reliance on any forward-looking statement.
There are a number of factors that could cause actual results to differ
materially from those discussed in the forward-looking statements, including
those factors described below. Other factors not identified herein could also
have such an effect. Among the factors that could cause actual results to differ
materially from those discussed in the forward-looking statements are the
following:
o Changes in laws or card association rules affecting the Company's
ability to impose surcharge fees, and continued customer willingness
to pay surcharge fees;
o The ability of the Company to form new strategic relationships and
maintain existing relationships with issuers of credit cards and
national and regional card organizations;
o The ability of the Company to expand its ATM base and transaction
processing business;
o The availability of financing at reasonable rates for vault cash and
for other corporate purposes, including funding the Company's
expansion plans;
o The ability of the Company to maintain its existing relationships with
two operators of combination convenience stores and gas stations at
which the Company maintains 48 and 38 ATMs as of July 31, 2000;
o The ability of the Company to keep its ATMs at other existing
locations at reasonable rental rates and to place additional ATMs in
preferred locations at reasonable rental rates;
o The extent and nature of competition from financial institutions,
credit card processors and third party operators, many of whom have
substantially greater resources than the Company;
o The ability of the Company to maintain its ATMs and information
systems technology without significant system failures or breakdowns;
o The extent of vault cash losses from certain ATMs funded by Universal
Funding Corporation for which the Company does not maintain insurance;
o The ability of the Company to develop new products and enhance
existing products to be offered through ATMs, and the ability of the
Company to successfully market these products;
o The ability of the Company to identify suitable acquisition
candidates, to finance and complete acquisitions and to successfully
integrate acquired assets and businesses into existing operations;
o The ability of the Company to make a profit on the 88 ATMs located in
Kmart stores;
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o The ability of the Company to retain senior management and other key
personnel;
o Changes in general economic conditions; and
o The ability of the Company to raise money in its rights offering.
Any forward-looking statement contained herein is made as of the date of
this document. The Company does not undertake to publicly update or correct any
of these forward-looking statements in the future.
PART II - OTHER INFORMATION
ITEM 1 LEGAL PROCEEDINGS.
On June 5, 2000, Dave Windhorst, who resigned as President of the Company
in May 1999, brought an action against the Company and its individual directors
in the United States District Court for the District of Kansas ("US District
Court Action"). Mr. Windhorst alleged that the defendants promised that Mr.
Windhorst would receive 100,000 post-reverse stock split shares (the equivalent
of 2,000,000 pre-reverse stock split shares) of the Company's common stock as
part of his wages and compensation as an employee. Mr. Windhorst sought judgment
against the defendants for an amount equal to the highest value of 100,000
post-reverse stock split shares (the equivalent of 2,000,000 pre-reverse stock
split shares) of the Company's common stock from June 11, 1999 up to and
including the day of trial, plus prejudgment interest, penalties, costs and
other awards deemed reasonable in the circumstances. The penalties sought
include an amount equal to up to 100% of the compensation alleged to be unpaid
pursuant to a Kansas statute, K.S.A. 44-315. On June 19, 2000, the Board of
Directors of the Company approved the issuance to Mr. Windhorst of 50,000 shares
of the Company's common stock (the equivalent of 1,000,000 shares prior to the
reverse stock split), subject to completion of the reverse stock split and
compliance with tax withholding and securities law requirements, for no
additional consideration. In July 2000, the Company issued 50,000 shares of
common stock to Mr. Windhorst and recorded compensation expense of $20,000 in
response to this claim. In August of this year, Mr. Windhorst voluntarily
dismissed this lawsuit and on August 29, 2000 re-filed in the District Court of
Johnson County, Kansas. The action filed on August 29, 2000 makes the same
allegations made in the US District Court Action. Mr. Windhorst's claim is based
upon resolutions adopted by the Board of Directors in 1998 approving the
issuance of certain shares, subject to the conditions that the issuance receive
professional legal approval and that the number of authorized shares of common
stock be increased. The proposed issuance did not receive professional legal
approval. The number of authorized shares of common stock have not been
increased, although additional shares became available for issuance as a result
of the reduction in the number of outstanding shares in the 1:20 reverse stock
split that became effective on July 7, 2000. The Company believes that its has
meritorious defenses to the claims in Mr. Windhorst's lawsuit. The amount of the
ultimate loss, if any, could differ materially from these estimates. See also
Note 4 to the Consolidated Financial Statements, (Unaudited), included with this
Quarterly Report on Form 10-QSB.
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
--------
The exhibits required by this item are listed in the Index to
Exhibits set forth at the end of this Form 10-QSB.
(b) Reports on Form 8-K
-------------------
The Company did not file any reports on Form 8-K during the quarter
ended July 31, 2000.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
UNIVERSAL MONEY CENTERS, INC.
(Registrant)
Date: September 14, 2000 By: /s/ David S. Bonsal
---------------------------------------
David S. Bonsal
Chairman of the Board
and Chief Executive Officer
Date: September 14, 2000 By: /s/ John L. Settles
---------------------------------------
John L. Settles
President
(Principal Financial and Accounting
Officer)
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INDEX TO EXHIBITS
Exhibit
Number Description
3.1* Articles of Incorporation of the Company, as amended
3.2* Amended and Restated Bylaws of the Company
4.1* Promissory Note dated June 3, 1996 issued by the
Company to Bank 21 (formerly The Farmers Bank)
4.2* Business Loan Agreement dated June 3, 1996 between
the Company and Bank 21 (formerly The Farmers
State Bank)
4.3* Promissory Note dated August 26, 1996 issued by
the Company to Bank 21 (formerly The Farmers State
Bank)
4.4* Business Loan Agreement dated August 26, 1996
between the Company and Bank 21 (formerly The
Farmers State Bank)
4.5* Commercial Security Agreement dated August 26,
1996 between the Company and Bank 21 (formerly The
Farmers State Bank)
4.6** Promissory Note dated April 9, 1998 issued by the
Company to Bank 21 (formerly The Farmers Bank)
4.7** Negative Pledge Agreement dated April 9, 1998
between the Company and Bank 21 (formerly The
Farmers State Bank)
4.8** Commercial Security Agreement dated April 9, 1998
between the Company and Bank 21 (formerly The
Farmers State Bank)
4.9 Promissory Note dated February 1, 2000 issued by the Company
to First National Bank of Kansas.
10.11 Master Lease Agreement dated November 20, 1998 between the
Company and Dana Commercial Credit Corporation (Incorporated
by reference from Exhibit 10.11 to the registrant's Annual
Report on Form 10-KSB for the fiscal year ended January 31,
1999).
10.12 Master Lease Agreement dated January 18, 1999 between the
Company and Dana Commercial Credit Corporation (Incorporated
by reference from Exhibit 10.12 to the registrant's Annual
Report on Form 10-KSB for the fiscal year ended January 31,
1999).
10.13 Lease Schedule No. 2 dated May 11, 1999 to the Master Lease
Agreement dated January 18, 1999 between the Company and Dana
Commercial Credit Corporation (Incorporated by reference from
Exhibit 10.1 to the registrant's Quarterly Report on Form
10-QSB for the quarter ended July 31, 1999).
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10.14 Lease Schedule No. 3 dated June 2, 1999 to the Master Lease
Agreement dated January 18, 1999 between the Company and Dana
Commercial Credit Corporation (Incorporated by reference from
Exhibit 10.2 to the registrant's Quarterly Report on Form
10-QSB for the quarter ended July 31, 1999).
10.15 Lease Schedule No. 4, dated October 1, 1999 and accepted
October 31, 1999, to the Master Lease Agreement dated January
18, 1999 between the Company and Dana Commercial Credit
Corporation (Incorporated by reference from Exhibit 10.2 to
the registrant's Current Report on Form 8-K dated October 31,
1999).
10.16 Agreement for Assignment of ATM Space Leases dated January 14,
2000 between the Company and Nationwide Money Services, Inc.
(Incorporated by reference from Exhibit 10.16 to the
registrant's Quarterly Report on Form 10-QSB for the quarter
ended April 30, 2000).
10.17 ATM Sublease January14, 2000 among Nationwide Money Service,
Inc., the Company and Dana Commercial Credit Corporation.
(Incorporated by reference from Exhibit 10.17 to the
registrant's Quarterly Report on Form 10-QSB for the
quarter ended April 30, 2000).
10.18 Lease Schedule No. 5 dated March 30, 2000 to Master Lease
Agreement dated January 18, 1999 between the Company and Dana
Commercial Credit Corporation. (Incorporated by reference from
Exhibit 10.18 to the registrant's Quarterly Report on Form
10-QSB for the quarter ended April 30, 2000).
10.19 Sublease and Assumption Agreement dated July 28, 2000 between
the Company, as sublessee, and Patriot Bank Corp. Centers,
Inc. and Patriot Bank, as co-lessees, and consented to by
Newcourt Communications Finance Corporation, as lessor.
10.20 ATM Sublease July 31, 2000 between Nationwide Money Service,
Inc. and the Company.
10.21 Consent Letter dated July 24, 2000 from James V. Marino of
Newcourt Communications Finance Corporation to Lori Adamski of
Patriot Bank Corp. Centers, Inc. and Patriot Bank.
21* Subsidiaries of the Registrant
27 Financial Data Schedule
* Incorporated by reference from the exhibit to the registrant's Annual Report
on Form 10-KSB for the fiscal year ended January 31, 1998 which bears the same
exhibit number.
** Incorporated by reference from the exhibit to the registrant's Quarterly
Report on Form 10-QSB for the quarter ended April 30, 1998 which bears the same
exhibit number.
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