<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] Annual Report Pursuant to 13 or 15(d) of the Securities and Exchange
Act of 1934
For the Fiscal Year Ended Commission File Number
February 28, 1998 2-82427-NY
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
HITK CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-3159591
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation of organization) Number)
68 Schraalenburgh Road
P. O. Box 233
Harrington Park, New Jersey 07640
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (201) 784 - 5190
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrants knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this 10K or any amendment to this Form
10K. [ ]
The aggregate market value of the voting stock held by non-affiliates (1) of the
registrant based on no bid price of such stock, as of May 15, 1998 is $0.
The number of shares outstanding of each of the registrant's classes of common
stock, as of May 15, 1998 is 3,202,504 shares, all of one class of $.001 par
value Common Stock.
(1) Affiliated for purposes of this item refer to those persons who are
currently officers, directors and/or owners of 5 percent or more of the
Company's outstanding Common Stock.
1
<PAGE> 2
DOCUMENTS INCORPORATED BY REFERENCE
a. Registrant's Form S-18 Registration Statement and Exhibit Book under file
#2-82427-NY as effective May 13, 1983, and Form N-2 Registration Statement under
File #2-94660 as effective August 14, 1985.
b. Forms 8-K dated October 21, 1988, April 15, 1988, January 11, 1988, October
30, 1987, August 31, 1987, April 29, 1987 and March 4, 1987 are incorporated by
reference into Part II, Item 8 of this report.
c. Third amended plan of reorganization under Chapter 11 filed on July 14, 1989
and confirmed on September 13, 1989 with the United States Bankruptcy Court for
the District of Nevada is incorporated by reference into Part II, Item 8 of this
report.
d. Settlement agreement between HITK Corporation and Bell Atlantic Leasing
International, Inc. is incorporated by reference.
e. Order confirming plan of reorganization under Chapter 11, filed on September
13, 1989, with the United States Bankruptcy Court for the district of Nevada is
incorporated by reference.
(Balance of Page Left Intentionally Blank)
2
<PAGE> 3
HITK CORPORATION
FORM 10-K
FISCAL YEAR ENDED FEBRUARY 28, 1998
TABLE OF CONTENTS
PAGE
PART I
Item 1 - Business 4 - 6
Item 2 - Properties 6
Item 3 - Legal Proceedings 6
Item 4 - Submission of Matters to a Vote of Security Holders 6
PART II
Item 5 - Market for Registrant's Common Stock and
Related Stockholder Matters 7
Item 6 - Selected Financial Data 8
Item 7 - Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
Item 8 - Financial Statements and Supplementary Data 10 - 19
Item 9 - Changes in and Disagreement with Accountants on
Accounting and Financial Disclosure 20
PART III
Item 10 - Directors and Executive Officers of the Registrant 21 - 22
Item 11 - Executive Compensation 22
Item 12 - Security Ownership of Certain Beneficial
Owners and Management 23
Item 13 - Certain Relationships and Related Transactions 23
PART IV
Item 14 - Exhibits, Financial Statements, Schedules, and
Reports on Form 8-K 24 - 26
SIGNATURES 27
3
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FORM 10-K
PART I
ITEM 1 - BUSINESS
GENERAL DEVELOPMENT
HITK Corporation (the "Company") was organized and incorporated on March 10,
1983 under the laws of the State of Delaware with authorized capital of
6,250,000 shares of Common Stock. In July 1986, the Company organized and
incorporated two wholly-owned administrative subsidiaries named HITK
Communications Group and HITK Financial Group, Inc.
The Company commenced operations on June 1983. The Company was engaged in the
following lines of business: consulting as to methods of obtaining financing and
providing limited financing to prospective clients on a debt basis through the
lending of Company funds; and taking equity positions in its clients.
In accordance with the Investment Company Act of 1940 ("the 1940 Act") and as a
consequence of the Company having investment security value in excess of 40% of
the value of its own assets, the Company became a non-diversified closed-end
investment company and elected to be treated as a "Business Development Company"
under the 1940 Act.
On November 9, 1984, the Company filed a notification of election to be treated
as a Business Development Company under the 1940 Act. The 1940 Act restricts the
Company's business purpose, its venture capital investment activities and the
various types of companies in which it may invest. The Company must generally
comply with these provisions in order to maintain its qualification to elect
treatment as a Business Development Company. The investment objectives and
policies may be changed by the Company's Board of Directors without prior
approval of the holders of a majority of the outstanding voting securities,
except for the Company's policies to operate as a Business Development Company
under the 1940 Act, and its policies regarding leveraging its investment
activities.
INVESTMENT OBJECTIVES AND POLICIES
The primary investment objective of the Company was to seek long-term capital
appreciation by making debt and equity investments in new and emerging companies
which the Company believed would offer long-term growth possibilities.
The Company sought to invest in established companies or subsidiaries thereof
where the Company believed such investment offered significant long-term growth
possibilities. In addition, the company sought to render services to and invest
in companies that were experiencing financial difficulties if it was believed
that its contribution to the management of such companies could reverse their
circumstances and result in long-term appreciation of the Company's investments.
The Company sought portfolio investments in companies whose principals had
successful related experience or were willing to employ appropriate talent to
manage their companies.
The Company intended to invest in companies that could employ relatively small
amounts of capital productively. Capital-intense projects were generally
avoided.
Such policies were intended to serve only as a general guideline for the
Company's investments. Those policies were not fundamental policies of the
Company and could be changed by the Company's Board of Directors. Those policies
were purposely flexible so that the Company could adapt to a continuously
changing investment environment.
4
<PAGE> 5
The Company sought to make venture capital investments as a co-investor with
other non-affiliated professional venture capital groups or individuals. Working
with other such investors would have also provided the Company with additional
investment opportunities.
Because Business Development Investments were generally held for relatively long
periods, it was expected that the Company's rate of portfolio turnover would be
low, with the exception of money market securities and marketable securities in
which the Company would invest (which would result in a high portfolio turnover
in that segment of the portfolio). The Company did not purchase any securities,
on margin, make short sales of securities, or purchase or sell commodities or
commodity contracts except to the extent permissible; same being limited to 30%
of its total invested assets as limited by Section 55 of the Investment Act. By
virtue of the election by the Company to be treated as a Business Development
Company under the 1940 Act, there were certain limitations on the Company's
choice of investments.
Investment proposals came to the Company's attention from personal contacts of
executive officers and members of the Board of Directors of the Company,
stockholders, venture capitalists, or by referral from other non-affiliated
persons, including bankers, lawyers, accountants, consultants and other members
of the financial community. The Company also received unsolicited investment
proposals. The Company paid finder's fees to firms or persons who generated
attractive investment opportunities.
CONSULTING SERVICES
The Company offered financial consulting services to corporations. Those
services included the following: the preparation of the client's financial
forecasts; the determination of the client's present and future cash
requirements; the evaluation of the client's present financial condition;
analysis of the client's available collateral and the quality thereof; advice as
to the type of financing that would be appropriate for the client; suggestions
to the client as to how to develop sources for required financing; structuring
the client's financing arrangements; and negotiating for the client with
prospective providers of financing.
The Company offered consulting services relative to mergers and acquisitions.
Those services included: establishing valuations of the client's business and
that of the acquiring company or company to be acquired; an analysis setting
forth the advantages and disadvantages of a proposed arrangement; advice
regarding the identification of either acquisition candidates or of companies
that may have had an interest in acquiring the client; preparation of a
presentation for acquisition and merger purposes; structuring of merger and
acquisition arrangements; negotiations; and liaison work with the client's
attorneys and accountants, if any. Fees for merger and acquisition services were
generally based upon a retainer, and/or in the event of a successful merger or
acquisition, a negotiated percentage of the value of the Company acquired.
CURRENT STATUS OF OPERATIONS
On October 21, 1988 the Company filed a voluntary petition under Chapter 11 of
the United States Bankruptcy Code. On September 13, 1989, the United States
Bankruptcy Court for the District of Nevada entered an order confirming the
Company's plan of reorganization. Pursuant to the plan, the Company has
liquidated virtually all of its assets and escrowed the proceeds from such sale
in a disbursement account from which the claims of its creditors would be paid.
The Company has settled all litigation in which it was involved and has paid all
bankruptcy claims (except for one disputed claim in the approximate amount of
$25,000.00 for which funds are being held in escrow.)
5
<PAGE> 6
COMPETITION
In both business consulting and business development investing, the Company
competed with a large number of persons and entities, including many with
substantially greater financial and personal resources and more specialized
experience than the Company. In the area of business consulting, the Company
competed not only with other business development companies, but also with
management consultants, investment bankers, financial planners, public
accountants and others. In the area of business development investing, the
Company competed with business development companies, privately placed venture
funds, small business investment companies, venture capital subsidiaries of
banks, insurance companies and industrial companies, and individuals of
substantial means, among others. The principal methods of competition in both
areas are quality and cost of service and acumen in the identification of
potentially profitable opportunities.
EMPLOYEES
On February 28, 1998, there were two people employed by the Company and its
wholly-owned administrative subsidiary.
ITEM 2. PROPERTIES
Not Applicable.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
6
<PAGE> 7
HITK 10-K
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
(a) Market Information - The Company's common stock (all of which is one class,
$.001 par value) is traded in the pink sheets. There has been no closing bid
price of the stock since June 24, 1993.
Fiscal Years Ended
<TABLE>
<CAPTION>
February 28, February 28,
Quarter Ended 1998 1997
- ------------- ----------------------- -----------------------
High Low High Low
---- --- ---- ---
<S> <C> <C> <C> <C>
May 31 No Bid No Bid No Bid No Bid
August 31 No Bid No Bid No Bid No Bid
November 30 No Bid No Bid No Bid No Bid
February 28 No Bid No Bid No Bid No Bid
</TABLE>
(b) Holders - The approximate number of holders of record of the Company's
common stock as of February 28, 1998 amounts of 1,066 inclusive of those
brokerage firms and/or clearing houses holding the Company's common stock for
their clients (with each such brokerage and/or clearing house being considered
as one holder). The Company believes the total number of stockholders to be
approximately 3,000.
(c) Dividends - The Company has not paid or declared any cash dividends upon its
common stock since its inception, and by reason of its contemplated financial
requirements, does not anticipate paying any cash dividends on its common stock
in the near future.
(Balance of Page Left Intentionally Blank)
7
<PAGE> 8
ITEM 6 - SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
FISCAL YEAR ENDED FEBRUARY 28,
1998 1997 1996 1995 1994
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Gross Investment Income $ 86,400 $ 113,100 $ 136,800 $ 94,200 $ 75,300
Costs and Expenses 174,800 167,900 169,900 190,700 152,900
----------- ----------- ----------- ----------- -----------
Net Investment Income (Loss) (88,400) (58,100) (33,100) (96,500) (77,600)
----------- ----------- ----------- -----------
Extraordinary Gain (Loss) (780,300) -- (25,000) - -
----------- ----------- ----------- ----------- -----------
Unrealized Appreciation (Depreciation)
on Investments 8,600 -- -- (29,500) -
----------- ----------- ----------- ----------- -----------
Increase (Decrease) in Net Assets Resulting
from Investment Activities (860,100) (54,800) (58,100) (126,000) (77,600)
----------- ----------- ----------- ----------- -----------
Net Increase (Decrease) in Net Asset Value (860,100) (54,800) (58,100) (126,000) (77,600)
----------- ----------- ----------- ----------- -----------
Increase(Decrease)in Net Assets Per Share(1) $ (.27) $ (.01) $ (.02) $ (.04) $ (.03)
----------- ----------- ----------- ----------- -----------
Balance Sheet:
Cash and Cash Equivalents $ 568,800 $ 13,000 $ 12,200 $ 15,800 $ 5,800
----------- ----------- ----------- ----------- -----------
Restricted Cash 25,900 1,854,100 1,787,000 1,682,600 1,639,700
----------- ----------- ----------- ----------- -----------
Investments 249,400 219,700 219,700 222,800 252,400
----------- ----------- ----------- ----------- -----------
Total Assets 845,700 2,086,800 2,018,900 1,921,200 1,897,900
----------- ----------- ----------- ----------- -----------
Total Liabilities 1,036,300 1,417,300 1,294,600 1,138,800 989,500
----------- ----------- ----------- ----------- -----------
Net Assets Applicable to Outstanding
Common Shares (1) (190,600) 669,500 724,300 782,400 908,400
----------- ----------- ----------- ----------- -----------
Net Tangible Book Value (190,600) 669,500 724,300 782,400 908,400
----------- ----------- ----------- ----------- -----------
Net Tangible Book Value Per Share (1) $ (.06) $ .21 $ .22 $ .24 $ .28
----------- ----------- ----------- ----------- -----------
(1) Number of Shares Outstanding at
End of Period 3,202,504 3,202,504 3,202,504 3,202,504 3,202,504
=========== =========== =========== =========== ===========
</TABLE>
8
<PAGE> 9
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
For the fiscal year ended February 28, 1998, the Company had a net decrease in
assets of $860,100 compared to decreases of $54,800 and $58,100 for the years
ended February 28, 1997 and 1996. Extraordinary items accounted for $780,300 of
this decrease in 1998, compared to none in 1997, and $25,000 in 1996.
EXTRAORDINARY ITEMS
The extraordinary items were made up of two components relating to the Company
settling its litigation with Bell Atlantic Systems Leasing International, Inc.,
for $955,300 and the Solar Age shareholders for $3,000, and the Bankruptcy Court
approving settlement of all claims both disputed and undisputed, which resulted
in a gain of $178,000.
INTEREST INCOME
Interest income in 1998, was $86,400 compared to $113,100 and $136,800 in 1997
and 1996, respectively. The decrease in 1997 is a result of two factors. In
October, 1997, the Company made payments of $1,237,000 in settlement of
litigation and bankruptcy claims. This reduced interest from November, 1997,
through February, 1998, by approximately $21,000. In addition, interest payments
on the notes receivable are in arrears, and the Company has decided that income
will be recorded only as payments are received until the amount in arrears has
been repaid and interest payments are current.
OPERATING EXPENSES
Operating expenses for the three years ended February 28, 1998, were $174,800,
$167,900 and $169,900, respectively. Professional fees should decrease in future
years as a result of the settlement reached in both the litigation and
bankruptcy proceedings.
LIQUIDITY AND WORKING CAPITAL
At February 28, 1998, the Company had a working deficit and stockholders equity
deficit of $190,600. This was an increase of $860,100 from February 28, 1997.
The changes were primarily the result of settling litigation, disputed
bankruptcy claims, and payment of all undisputed creditors of the bankruptcy
estate.
The Company's ability to continue as a going concern are dependent on several
factors. The Company intends (A) to pursue claims arising out of the Bell
Atlantic litigation, (B) Liquidate certain assets, and (C) Negotiate reduction
of liabilities with certain creditors, including $865,000 of deferred
compensation to the CEO/President of the Company, and $113,000 in legal fees to
a Director and Officer of the Company.
ITEM 8 - FINANCIAL STATEMENTS
9
<PAGE> 10
INDEPENDENT AUDITOR'S REPORT
The Board of Directors
HITK Corporation
40 First Street
Nanuet, New York 10954
I have audited the accompanying consolidated balance sheet of HITK
Corporation as of February 28, 1998 and 1997, and the related consolidated
statements of operations and changes in net assets for the three years then
ended, and the schedule listed in the index at Item 14. These consolidated
financial statements are the responsibility of the Company's management. My
responsibility is to express an opinion on these consolidated financial
statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
consolidated financial statement presentation. I believe that my audit provides
a reasonable basis for my opinion.
In my opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of HITK
Corporation at February 28, 1998 and February 29, 1997, and the results of its
operations and changes in its net assets for the years then ended in conformity
with generally accepted accounting principles. The schedule referred to above
presents fairly, in all material respects, when read in conjunction with the
related consolidated financial statements, the information therein set forth.
As discussed more fully in Notes to the Consolidated Financial
Statements, securities and note receivable amounting to $249,400 and $219,700
respectively (29.04% and 10.53% of total assets) have been valued at fair value
as determined by the Board of Directors. I have reviewed the procedure applied
by the directors in valuing such securities and have inspected underlying
documentation; while in the circumstances the procedures appear to be reasonable
and the documentation appropriate, determination of fair value involves
subjective judgment which is not susceptible to substantiation by auditing
procedures.
10
<PAGE> 11
The accompanying Consolidated Financial Statements have been prepared
assuming the Company will continue as a going concern. As discussed in Note 7,
the Company settled the litigation with Bell Atlantic Systems Leasing
International, Inc., resulting in a loss of $955,361. As a result of this
settlement, the Company has a deficit stockholders equity of $190,600. This
condition raises substantial doubt about the Company's ability to continue as a
going concern. Management's plan with regard to these matters are described in
Note 9. These Consolidated Financial Statements do not include any adjustments
that might result.
Respectfully submitted,
/S/ Sanford Feibusch
Certified Public Accountant
Monsey, New York
May 20, 1998
11
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HITK CORPORATION
CONSOLIDATED BALANCE SHEET
AS OF FEBRUARY 28, 1998 AND 1997
<TABLE>
<CAPTION>
ASSETS
1998 1997
----------- -----------
CURRENT ASSETS:
<S> <C> <C>
Cash and Cash Equivalents $ 568,800 $ 13,000
Restricted Cash 25,900 1,854,100
Marketable Securities (Cost $21,122) 29,700 --
Business Development Investments
(Cost $64,600 and $64,600, respectively) -- --
Note Receivable - Net 219,700 219,700
Other Current Assets 1,600 --
----------- -----------
Total Assets $ 845,700 $ 2,086,800
=========== ===========
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES:
Accounts Payable and Accrued Expenses $ 1,036,300 $ 1,417,300
----------- -----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDER'S EQUITY (DEFICIT):
Common Stock, Par Value $.001 Per Share
6,250,000 Shares Authorized
3,346,630 Shares Issued and Outstanding 3,400 3,400
Additional Paid-in Capital 5,622,600 5,622,600
Retained Earnings (4,913,800) (4,045,100)
Net Unrealized Appreciation (Depreciation)
on Investments (56,000) (64,600)
----------- -----------
Total 656,200 1,516,300
Less: Treasury Stock 144,126 Shares at Cost 846,800 846,800
----------- -----------
Total Stockholder's Equity (Deficit) (190,600) 669,500
----------- -----------
Total Liabilities and Stockholder's Equity $ 845,700 $ 2,086,800
=========== ===========
</TABLE>
See Notes to Consolidated Financial Statements.
12
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HITK CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEARS ENDED
FEBRUARY 28, 1997, 1996 AND 1995
<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Realized Gain (Loss) on Investments $ -- $ -- $ --
--------- --------- ---------
OTHER INCOME:
Interest Income 86,400 113,100 136,800
--------- --------- ---------
Net Investment Income (Loss) 86,400 113,100 136,800
--------- --------- ---------
EXPENSES:
Officer's Salary 120,000 120,000 120,000
Stockholder's Services and Reports 2,700 2,700 5,400
Other General and Administrative
Expenses 52,100 45,200 44,500
--------- --------- ---------
Total Expenses 174,800 167,900 169,900
--------- --------- ---------
Net Income(Loss) from Operations (88,400) (54,800) (33,100)
--------- --------- ---------
EXTRAORDINARY ITEMS:
Loss on Settlement of Litigation (958,300) -- --
Gain on settlement of Bankruptcy claims 178,000 -- --
--------- --------- ---------
Total Extraordinary Items (780,300) -- (25,000)
--------- --------- ---------
UNREALIZED APPRECIATION (DEPRECIATION)
ON INVESTMENTS
Marketable Securities 8,600 -- --
--------- --------- ---------
Increase (Decrease) in Net Assets
Resulting from Operations $(860,100) $ (54,800) $ (58,100)
========= ========= =========
</TABLE>
See Notes to Consolidated Financial Statements.
13
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HITK CORPORATION
CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED
FEBRUARY 28, 1998, 1997 AND 1996
<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
INCREASE IN NET ASSETS RESULTING
FROM INVESTMENT ACTIVITIES:
<S> <C> <C> <C>
Net Income(Loss) from Operations $ (88,400) $ (54,800) $ (58,100)
Extraordinary Items (780,300) -- --
Net Unrealized Appreciation
(Depreciation) on Investments 8,600 -- --
--------- --------- ---------
Increase (Decrease) in Net Assets (860,100) (54,800) (58,100)
Net Assets - Beginning of Year 669,500 724,300 782,400
--------- --------- ---------
Net Assets - End of Year $(190,600) $ 669,500 $ 724,300
========= ========= =========
</TABLE>
See Notes to Consolidated Financial Statements.
14
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HITK CORPORATION
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
FOR THE YEARS ENDED FEBRUARY 28, 1998, 1997 AND 1996
<TABLE>
<CAPTION>
Net Unrealized
Number of Additional Appreciation Total
Shares Common Paid-In Retained (Depreciation) Treasury Stockholder's
Issued Stock Capital Earnings on Investments Stock Equity
--------- ---------- ----------- ----------- --------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance-March 1, 1995 3,346,630 $ 3,400 $ 5,622,600 $(3,932,200) $ (64,600) $846,800 $ 782,400
Net (Loss) for the Year
Ended February 29,1996 (58,100) (58,000)
--------- ---------- ----------- ----------- --------- -------- ---------
3,346,630 3,400 5,622,600 (3,990,300) (64,600) 846,800 724,300
Net (Loss) for the Year
Ended February 28, 1997 (54,800) (54,800)
--------- ---------- ----------- ----------- --------- -------- ---------
3,346,630 3,400 5,622,600 (4,045,100) (64,600) 846,800 669,500
Net (Loss) for the Year
Ended February 28,1998 (868,700) 8,600 (860,100)
--------- ---------- ----------- ----------- --------- -------- ---------
Balance
February 28, 1998 3,346,630 $ 3,400 $ 5,622,600 $(4,913,800) $ (56,000) $846,800 $(190,600)
========= ========== =========== =========== ========= ======== =========
</TABLE>
See Notes to Consolidated Financial Statements.
15
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HITK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FEBRUARY 28, 1998
NOTE 1 - ORGANIZATION
HITK Corporation (formerly High Technology Capital Corporation) (the "Company")
was organized and incorporated on March 10, 1983, under the laws of the State of
Delaware with authorized capital of 6,250,000 shares of common stock, par value
$.001 per share, after giving effect to a 1:4 reverse stock split effective
December 2, 1986. The Company has registered under the Investment Company Act of
1940 and has elected to be treated as a "Business Development Company".
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION - The consolidated financial statements include the
accounts of the Company and its wholly owned subsidiary, HITK Communications,
Inc. All intercompany transactions have been eliminated.
VALUATION OF ASSETS - Management has valued all securities and receivables at
what they consider to be their net realizable value. An allowance will be
recorded when value of the asset has been impaired.
INCOME TAXES - Deferred income taxes are recorded to reflect the tax
consequences on future years of differences between the tax bases of assets and
liabilities and their financial reporting amounts at each year end. The tax
benefit to operating losses and tax credit carryforwards are recognized if
management believes, based on available evidence, that is more likely than not
that they will be realized. Investment tax credits are accounted for under the
flow-through method.
CONCENTRATION OF CREDIT RISK - Financial instruments which potentially subject
the Company to a concentration of credit risk principally consist of cash and
cash equivalents in excess of FDIC limits.
ANTICIPATED EFFECT OF RECENTLY ISSUED STATEMENTS OF FINANCIAL ACCOUNTING
STANDARDS - The Company does not expect the effect of recently issued accounting
standards, when adopted, to have a material impact on its financial position and
results of operations.
16
<PAGE> 17
HITK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FEBRUARY 28, 1998
NOTE 3 - NOTE RECEIVABLE
Note receivable at February 28, 1998 and February 29, 1997, in the amount of
$219,700 and $219,700 respectively, has been valued by management at what they
consider to be the net realizable value. The principal amount of the note is
$570,000. Monthly payments include interest only at an annual interest rate of
9.5%, or 5% of the annual gross revenue of the borrower, whichever is less. All
unpaid interest and principal is due June 24, 2015.
NOTE 4 - CASH AND CASH EQUIVALENTS
Cash equivalents include all highly liquid investments with an original maturity
of three months or less. Cash and cash equivalents consist of:
<TABLE>
<CAPTION>
February 28, 1998 February 29, 1997
<S> <C> <C>
Cash in Banks $ 568,800 $ 13,000
---------- ---------
</TABLE>
NOTE 5 - RESTRICTED CASH
In accordance with the Third Amended Plan of reorganization filed under Chapter
11 of the Bankruptcy Code, all proceeds from the sale of plan assets were
deposited in an interest bearing disbursement account from which the Company was
to make payments on all allowed claims only upon order of the Bankruptcy Court.
The balance in this disbursement account at February 28, 1998 and February 29,
1997 was $25,900 and $1,854,100, respectively. (See Note 8.)
NOTE 6 - INCOME TAXES
The Company filed a consolidated Federal Income Tax Return which included its
wholly owned subsidiaries.
For tax purposes, the Company has a net operating loss carryforward of
approximately $ 7,025,000 which expires as follows:
17
<PAGE> 18
HITK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FEBRUARY 28, 1998
NOTE 6 - INCOME TAXES (CONTINUED)
<TABLE>
<S> <C>
December 31, 2002 $ 3,250,000
2003 605,000
2004 2,480,000
2005 225,000
2006 105,000
2007 65,000
2008 85,000
2009 100,000
2010 55,000
2011 55,000
2012 860,000
------------
Total $ 7,885,000
============
</TABLE>
In addition, the Company has a capital loss carryforward in excess of
$5,260,000.
NOTE 7 - SETTLEMENT OF LITIGATION
In March, 1997, subject to Bankruptcy Court approval, the Company and Bell
Atlantic Systems Leasing International, Inc. (Bell Atlantic) entered into a
settlement agreement pursuant to which Bell Atlantic agreed to compromise its
claims against the Company which were in excess of $4,000,000.00 for payment of
the sum of $955,361.00 In addition, the Company and Bell Atlantic released all
claims as against the other. In September, the Bankruptcy Court entered an order
approving the settlement and authorized the Company to pay Bell Atlantic the
settlement amount, which has been recorded in the financial statements as an
extraordinary loss resulting from settlement of litigation.
In 1997, the Bankruptcy Court also approved the settlement agreement between the
Company and the remaining Solar Age shareholders which was the subject of the
litigation entitled HITK Corporation v. Allen Schwanke, et.al., pursuant to
which the Solar Age shareholders compromised their claims against the Company
for the payment of $3,000.00.
18
<PAGE> 19
HITK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FEBRUARY 28, 1998
NOTE 8 - BANKRUPTCY
On October 21, 1988, as a result of Bell Atlantic obtaining an order freezing
all of HITK's assets, the Company was forced to file a voluntary petition under
Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy
Court, District of Nevada. On September 13, 1989, the Unites States Bankruptcy
Court confirmed HITK's plan of reorganization terminating the bankruptcy
proceedings.
In September, 1997, the Bankruptcy Court approved the settlement entered into
between the Company and Bell Atlantic, and approved the payment to Bell Atlantic
of $955,361 from the disbursement account. During 1997, pursuant to objections
filed by the Company, the Bankruptcy Court entered a series of orders which
disposed of all but one of the disputed claims of creditors of the bankruptcy
estate, either sustaining the Company's objections and dismissing the claims or
approving the compromise and settlement of those claims. As a result of the
Company's ability to dispose of all of the disputed claims, with the exception
of one outstanding claim, the Company was able to pay all undisputed creditors
in full with interest according to the terms of its plan of reorganization. The
total amount disbursed by the Company on the claims of all creditors other than
the claim of Bell Atlantic and the one remaining disputed claimant was $283,532,
which was less than the amount previously recorded, and resulted in an
extraordinary gain of $178,000 on the settlement of these claims. The Company
has been ordered to retain $25,533 in the disbursement account for one claim
which has not been settled. The remaining balance in the disbursement account in
excess of the $25,533, has been invested in short term certificates of deposit.
NOTE 9 - GOING CONCERN
As a result of the settlement of litigation between the Company and Bell
Atlantic, the Company recorded an extraordinary loss from this settlement of
$955,361. The 1998 loss left the Company with liabilities exceeding assets by
$190,600.
The management of the Company intends to take the following actions to alleviate
the going concern problem: (A) Pursue claims arising out of the Bell Atlantic
Litigation, (B) Liquidate certain assets, and (C) Negotiate reduction of
liabilities with certain creditors, including $865,000 of deferred compensation
to the CEO/President and $113,000 in legal fees to a Director of the Company.
19
<PAGE> 20
ITEM 9. - CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURES
None.
(Balance of Page Left Intentionally Blank)
20
<PAGE> 21
HITK 10-K
PART III
ITEM 10. - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(a) Identification of Directors
Name Age Director Since
Robert N. Schuck 61 1986
Herbert Maslo 60 1990
John Gitlin 55 1997
Directors are elected to serve until the next annual meeting of stockholders and
until their successors have been elected and have qualified.
(b) Identification of Executive Officers
Name Age Office Officer Since
Robert N. Schuck 61 C.E.O./President 1987/1986
John Gitlin 55 V. President 1997
Officers are appointed to serve until the meeting of the Board of Directors
following the next annual meeting of stockholders and until the successors have
been elected and have qualified.
(c) The following is a brief account of the business experience of each officer
and/or director of the Company during the past ten years.
Robert N. Schuck has been an officer of the Company since September, 1985. In
May, 1986, he was elected President and a director of the Company. In addition,
Mr. Schuck is an officer and/or director of various affiliates of the Company.
Mr. Schuck has been a director of Power Tech Systems, Inc. since September,
1988. Mr. Schuck had been Executive Vice President and a director of Executive
Telecard Ltd. from 1989 to 1997. Mr. Schuck is also a director and President of
Solar Age Industries, and is President and a director of B.C. Communications,
Inc. a publicly-held corporation in which HITK is 48.6% stockholder. From 1966
to February, 1985, he was employed by Solar Turbines, Inc., a subsidiary of
Caterpillar Tractor Company, holding positions from field service manager to
Eastern Regional Sales and Service Manager.
Herbert Maslo has been a director of the Company since March, 1990. In March,
1990, he became a director and President of Power Tech Systems, Inc. Prior to
that, Mr. Maslo had retired from New York Telephone, a division of Nynex, after
23 years where he held various engineering positions including central office
planning, installations and engineering as a project manager. Mr. Maslo holds a
B.A. Degree in Mechanical Engineering from the Newark College of Engineering.
21
<PAGE> 22
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT (CONTINUED)
John Gitlin has been a director of the Company since January, 1997, and an
Officer since October, 1997. From 1979 to 1981, Mr. Gitlin held the position of
staff attorney with the United States Department of Justice, Antitrust Division.
From 1981 through April of 1994, Mr. Gitlin was a partner in the law firm of
Fischer, Gitlin & Sanger in Dallas, Texas. From May, 1994, to 1997, Mr. Gitlin
assumed the position of Secretary with Executive Telecard, Ltd.
ITEM 11 - EXECUTIVE COMPENSATION
The following represents a schedule of the most highly compensated executive
officers or directors of the Company to whom the total remuneration required to
be disclosed exceeds $60,000. and all directors and officers of the Company as a
group.
Name of Individual Capacities in Cash and Equivalent
or Persons in Group Which Served Forms of Compensation
All Officers as a group
(1 person) N/A None.
(a) Stock Options
During the fiscal year 1998, there were no options available
for the directors and officers listed as a group in the
Executive Compensation Table.
(b) Termination of Employment and Change of Control Arrangement
The Company has no compensatory plan or arrangement with
respect to any individual named in the Executive Compensation
Table (Item 11) which results or will result from the
resignation, retirement or any other termination of such
individual's employment with the Company or from a change in
control of the Company or a change in the individual's
responsibilities following a change in control.
22
<PAGE> 23
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- --------------------------------------------------------------------------
(a) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The individuals listed below are known to the Company to be beneficial owners of
more than 5% of the 3,202,504 shares of the Company's outstanding common stock
(all of which are $.001 par value) as of February 28, 1998.
Number of Shares
Name and Address Owned of Record Percent of Common
of Beneficial Owner and Beneficially Stock Outstanding
Deborah Isaacson 395,500 12.35%
------
Robert N. Schuck 529,000 16.52%
------
(b) SECURITY OWNERSHIP OF MANAGEMENT
The table presented below represents the number of shares and percentage of
common stock outstanding of the Company owned by each of the Directors and
Officers of the Company as of the year ended February 28, 1998.
Name and Address Shares Owned of Percent of Common
of Beneficial Owner Record and Beneficially Stock Outstanding
Robert N. Schuck
68 Schraalenburgh Road 529,000 16.52%
Harrington Park, NJ 07640
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
No additional information other than that already indicated in this 10-K and
those documents incorporated by reference herein.
(Balance of Page Left Intentionally Blank)
23
<PAGE> 24
FORM 10-K
PART IV
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT, SCHEDULES AND REPORTS ON FORM 8-K
- -----------------------------------------------------------------------------
<TABLE>
<CAPTION>
PAGE
----
(a)(1) The following financial statements and schedules are included in Part
II, Item 8:
<S> <C>
Report of Independent Certified Public Accountants 10 - 11
Financial Statements:
Consolidated Balance Sheet as of February 28, 1998 and 1997 12
Consolidated Statement of Operations for the three years
ended February 28, 1998. 13
Consolidated Statement of Changes in Net Assets for the three
years ended February 28, 1998. 14
Consolidated Statement of Changes in Stockholders' Equity for the
three years ended February 28, 1998 15
Notes to Consolidated Financial Statements. 16 - 19
(a)(2) The following financial schedules for the year 1998 are
submitted herewith:
Schedule I - Investment in Securities of Affiliated
and Unaffiliated Issuers 25
</TABLE>
All other schedules are omitted as they are note
applicable or are not required, or the information is
given in the financial statements.
24
<PAGE> 25
HITK CORPORATION
INVESTMENTS IN SECURITIES OF AFFILIATES
AND UNAFFILIATED ISSUERS
FEBRUARY 28, 1998
SCHEDULE I
<TABLE>
<CAPTION>
NUMBER OF
SHARES OF FAIR VALUE
ACQUISITION COMMON STOCK --------------------
AFFILIATES DATE OWNED PER SHARE TOTAL COST
- ---------- ----------- ------------ --------- ----- ----
NONRESTRICTED SHARES
PUBLIC COMPANIES:
<S> <C> <C> <C> <C> <C>
B.C.Communications February 1987 180,000,000 $ -- $ -- $52,800
Power Tech Systems October 1985 118,100 -- -- 1,200
Solar Age Industries April 1986 1,050,000 -- -- 10,500
Recognition June 1988 243,267 -- -- --
-------
Total $64,500
=======
NON AFFILIATES
NONRESTRICTED SHARES
PUBLIC COMPANIES:
Executive Telecard
Ltd. November 1997 9,000 3.30 29,700 21,122
Total Value of Affiliates
and Nonaffiliates $29,700 $85,622
======= =======
</TABLE>
25
<PAGE> 26
INVESTMENT CHARACTERISTICS DISCLOSURE STATEMENT
Pursuant to Section 64(b) (1) of the Investment Company Act of 1940, a business
development company is required to describe the risk factors involved in an
investment in the securities of such company due to the nature of its investment
portfolio. Accordingly, the Company states that:
The fundamental earnings object is dependent upon the growth in value of the
usually small and/or immature companies in which the Company invests. The
Company's investment portfolio includes securities which, in addition to being
unable to pay dividends, are subject to legal or contractual restrictions on
resale, which restrictions adversely affect the liquidity and marketability of
such securities.
The Company's Business Development Investments are, in the main, planned to take
several years (4 to 7) to mature with the result that common stock stockholders
may not experience in the next few years, if ever, any gain (whether through
stock price appreciation or dividend distribution) on their investment.
26
<PAGE> 27
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
HITK CORPORATION
Dated: June 14, 1998 BY: /S/ Robert N. Schuck
---------------------
Robert N. Schuck
Chief Executive Officer
President
and a Director
Pursuant to requirements of the Securities Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the dated indicated.
Dated: June 14, 1998 BY: /S/ Robert N. Schuck
---------------------
Robert N. Schuck
Chief Executive Officer
President
and a Director
Dated: June 14, 1998 BY: /S/ Herbert Maslo
------------------
Herbert Maslo
Director
Dated: June 14, 1998 BY: /S/ John Gitlin
----------------
John Gitlin
Director
27
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> FEB-28-1998
<PERIOD-START> MAR-01-1997
<PERIOD-END> FEB-28-1998
<CASH> 571,300
<SECURITIES> 29,700
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 845,700
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 845,700
<CURRENT-LIABILITIES> 1,036,300
<BONDS> 0
0
0
<COMMON> 3,400
<OTHER-SE> (187,200)
<TOTAL-LIABILITY-AND-EQUITY> 845,700
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 174,800
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (88,400)
<INCOME-TAX> 0
<INCOME-CONTINUING> (88,400)
<DISCONTINUED> 0
<EXTRAORDINARY> (789,300)
<CHANGES> 0
<NET-INCOME> (860,100)
<EPS-PRIMARY> (.269)
<EPS-DILUTED> 0
</TABLE>
