SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO
--------- ---------
Commission File Number 0-13338
INFOAMERICA, INC.
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(Name of small business issue in its charter)
Colorado 84-0853869
-------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5 Clover Leaf Court, Techachapi, California 93561
------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (661) 821-6000
--------------
Securities registered under Section 12(b) of the Exchange Act: None
Title of each class: None
Name of each exchange on which registered:
Securities registered under Section 12(g) of the Exchange Act:
Title of Each Class: Common Stock
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities 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
---
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]
The issuer's revenue for the fiscal year ended December 31, 1999 was $656,509.
At March 28, 2000, the aggregate market value of the Common Stock held by
non-affiliates was $8,473,597 (corresponding to 5,214,521 shares).
At March 31, 2000, 19,048,521 shares of Common Stock were issued and
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE: None
Transitional Small Business Disclosure Format (check one): Yes ___ No X
--
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS
-----------------------
InfoAmerica, Inc. ("InfoAmerica" or the "Company") was incorporated
under the laws of the state Colorado on June 8, 1991 and is the surviving
corporation of a merger on June 8, 1999 between it and DDD Cablevision, Inc., a
Delaware corporation.
The Company's executive offices are located at 5 Clover Leaf Court,
Techachapi, California, 93561; its telephone number is (661) 821-6000.
The Company, through its wholly-owned subsidiary DDD Cablevision, Inc.
d/b/a Country Cable ("Country Cable") operates a cable and satellite television
network in Kern County, California. Country Cable serves approximately 2,000
cable television subscribers in the unincorporated areas of Kern County,
California. The Company was issued a fifteen (15) year Cable Television
Franchise Licernse in 1991 by the County of Kern, California. To date, the
Company has installed approximately 175 miles of coaxial and feeder cable
throughout the Kern County area. The Company's transmits its programming with a
spectrum energy of 450 megahertz (MHz).
The Company maintains an existing cable telecommunications
infrastructure of a three stage microwave satellite receiver and transmit system
which interconnects into areas of the 175 miles of cable plants. The Company has
been issued a second cable franchise in the City of Tehachapi, California. It is
the intention of the Company, subject to securing sufficient financing, to
upgrade its present cable infrastructure and construct an additional 125 miles
of cable and plant facilities, all of which will be in the form of fibre optical
cable. This would allow the Company to have the availability to serve a
potential market of over 12,000 homes, which includes the present 2,000
subscribers. The result would be a communications network providing 120 channels
of programming, business to business carriage data network and high speed
internet access to its subscribers.
COMPETITION
The Company is subject to competition from different sources for its
different services. Most of the Company's competition is from larger companys
with greater financing and resources available to them and therefore expansion
is very difficult. The Company does however maintain a franchise for the
townships in which it currently operates.
MARKETING
The Company markets its services through local publications, radio
advertisements and local mailings.
PROPRIETARY RIGHTS
The Company has no proprietary technology.
CUSTOMERS
<PAGE>
The Company has approximately 2,000 subscribers. The cable subscribers
are generally homeowners who subscribe to the service. The reason that cable
television is as popular as it is because the area is in terrain that is
mountainous and away from any major off the air television signals.
GOVERNMENT REGULATIONS AND LICENSING
The Company believes that it has all licenses necessary to operate its
business as currently conducted in Kern County, California.
The Company is currently subject to direct regulation by the Federal
Communications Commission. In connection with its contract with the City and
future contracts, if any, with the City and other municipalities or government
entities, the Company complies with such regulations, including bidding
procedures and record-keeping, audit, insurance, bonding and anti-discrimination
provisions, among others.
Due to the increase in telecommunications, and specifically cable
television, use and publicity, it is possible that laws and regulations may be
adopted with respect to cable television, including with respect to, pricing and
characteristics of products or services. The Company cannot predict the impact,
if any, that future laws and regulations or legal or regulatory changes may have
on its business.
EMPLOYEES
As of March 31, 2000, the Company had 5 employees, all of which were
full-time. These include one manager, two office staff and two engineers. The
Company also utilizes independent sales representative who are compensated on a
commission basis. The Company expects the size of its workforce to remain
approximately the same in 2000. The Company has not entered into any employment
agreements.
ITEM 2. DESCRIPTION OF PROPERTY
-----------------------
The Company occupies approximately 1,850 square feet of office space in
Techachapi, California under a lease with an unaffiliated landlord which
provides for a base rent of $6,000 per annum in 2000.
ITEM 3. LEGAL PROCEEDINGS
-----------------
There are no material pending legal proceedings to which the Company is
a party or to which any of its properties are subject.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------
None.
<PAGE>
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
--------------------------------------------------------
The Companyss.s common stock, par value $.01 per share (the "Common
Stock") are listed on the OTC Bulletin Board under the symbol IFOA. The
following table sets forth, for the periods indicated, the high and low bid
prices for the Common Stock as reported on the OTC Bulletin Board.
Quarters Common Stock
-------- ------------
High Low
---- ---
Fiscal Year 1999
Fourth Quarter(1) 1.875 0.325
Third Quarter 1.500 0.325
Second Quarter 0.825 0.500
First Quarter 0.825 0.325
As of March 31, 2000, there were approximately 500 holders of record of
the Common Stock. The Company did not pay cash dividends on its Common Stock
during the two years ended December 31, 1998 and December 31, 1999 and the
Company does not presently intend to pay any dividends on its Common Stock.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS
------------------------------------
OVERVIEW
The Company has sustained net losses in each of the last two fiscal
years with a net loss of $359,271 in 1999 and a net loss of $287,820 in 1998.
The Company has not recognized any significant income to date from its
operations. Although the Company anticipates that it will begin to recognize
greater revenues during 2000, it cannot predict the actual timing or amount of
such revenues.
RESULTS OF OPERATIONS
Year Ended December 31, 1999 Compared to Year Ended December 31, 1998
Revenues increased by $6,326 or 1% to $674,804 in 1999 from $668,478 in
1998. Costs of services increased by $30,994 or 3% to $1,021,398 in 1999 from
$990,404 in 1998. General and administrative expenses increased by $107,693 or
29% to $473,318 in 1999 from $365,635 in 1998. Net loss increased by $71,503 or
25% to a net loss of $359,323 in 1999 from a net loss of $287,820 in 1998.
LIQUIDITY AND CAPITAL RESOURCES
The Company raised approximately $1,000,000 (net of expenses) in
connection with a private financing of Common Stock consummated in March 2000.
The Company intends to meet its long-term liquidity needs through available cash
and cash flow as well as through additional financing from outside sources.
However, no
<PAGE>
assurance can be given that the Company will be successful in obtaining any
additional financing. Further, there can be no assurance, even assuming the
Company successfully raises additional funds, that the Company will achieve
profitability or positive cash flows. If the Company is not successful in
raising additional funds, it might be forced to curtail the scope of its
operations.
INFLATION AND SEASONALITY
The rate of inflation was insignificant during the year ended December
31, 1999. In the past, the effects of inflation on personnel costs have been
offset by the Company's ability to increase its charges for services rendered.
The Company anticipates that it will be able to continue to do so in the near
future. The Company continually reviews its costs in relation to the pricing of
its products and services. The Company's business is not seasonal.
ITEM 7. FINANCIAL STATEMENTS
--------------------
The financial statements of the Company required by this item are set
forth at end of this Form 10-KSB at pages F-1 through F-6.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
---------------------------------------------------------------
FINANCIAL DISCLOSURE
--------------------
On July 9, 1999, the Company selected Hollander Lumer & Co., LLP
("Hollander") to replace Causy Demgen & Moore, Inc. ("Causey") as the Company's
independent public accountants. Hollander became the independent accountants for
the Registrant as a result of its being acquired by merger on June 8, 1999 (the
"Merger"). The Merger is discussed in the Company's Current Report on Form 8-K
dated June 8, 1999. The decision to change auditors was approved by the Company
's Board of Directors.
To the knowledge of the Company 's current Board of Directors, Causey's
report on the financial statements of the Registrant for each of the past two
fiscal years did not contain any adverse opinion or disclaimer of opinion and
was not qualified or modified as to uncertainty, audit scope or accounting
principles.
During the Company's two most recent fiscal years, to the knowledge of
the Company 's current Board of Directors, there were no disagreements with
Causey on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of Causey, would have caused Causey to make reference to the
subject matter of the disagreements in connection with their audit report with
respect to financial statements of the Company.
To the knowledge of the Company 's current Board of Directors, during
the Company 's two most recent fiscal years there was no disagreement or
difference of opinion with Causey regarding any "reportable event," as that term
is defined in Item 304(a)(1)(v) of Regulation S-K.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
--------------------------------------------------------------
COMPLIANCE WITH SECTION
-----------------------
<PAGE>
16 (A) OF THE EXCHANGE ACT
--------------------------
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's Executive Officers and Directors, and any persons who own
more than 10% of any class of the Company's equity securities which are
registered under the Securities Act of 1933, as amended (the "Act") to file
certain reports relating to their ownership of such securities and changes in
such ownership with the Securities and Exchange Commission and Nasdaq Small Cap
Market, and to furnish the Company with copies of such reports. To the Company's
knowledge, all Section 16(a) filing requirements applicable to such Officers,
Directors and owners of over 10% of the Company's equity securities registered
under the Act, during the year ended December 31, 1999, have been satisfied.
EXECUTIVE OFFICERS AND DIRECTORS
The executive officers and directors of the Company are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C>
Richard W. Clark 71 Chairman of the Board of Directors,
Richard G. Lubic 66 Chief Executive Officer, President,
Secretary and a Director
</TABLE>
Richard W. Clark has been Chairman of the Company since its acquisition
in June of 1999. He acts as executive producer on almost all of the television
programs produced by the Dick Clark Productions, Inc., a publicly traded
company. Mr. Clark is also Chairman of United Stations Radio Networks Inc., a
privately held radio network. Mr. Clark is the principal stockholder, as well as
a director and executive officer, of Olive Enterprises, Inc., a Pennsylvania
corporation ("Olive"). Olive is a company controlled by Mr. Clark. Mr. Clark
also acts and provides talent services on a freelance basis.
Richard G. Lubic Chief Executive Officer, President, Secretary and a
Director of DDD Cablevision, Inc., the Company's predecessor, since 1991.
COMMITTEES
None.
ITEM 10. EXECUTIVE COMPENSATION
----------------------
The following table sets forth information concerning annual and
long-term compensation, paid or accrued, for the Chief Executive Officers and
for each other executive officer of the Company whose compensation exceeded
$100,000 in fiscal 1999 (the "Named Executive Officers") for services in all
capacities to the Company during the last three fiscal years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
---------------------------- ----------------------------------
<PAGE>
Other Awards(1) Payouts
------ -------
Name and Annual Securities All
Principal Compen- Underlying Other
Position Year Salary(2) sation (2) Options/SARs Compensation
-------- ---- ------ ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Richard G. Lubic, Chief 1999 $90,000 -- --- ---
Executive Officer, President 1998 $90,000 -- --- --
and Secretary 1997 $90,000 -- --- --
</TABLE>
- ----------------
(1) None of the Named Executive Officers received any Restricted Stock Awards
or LTIP Payouts in 1997, or 1998.
(2) As to each individual named, the aggregate amounts of perquisites and
personal benefits not included in the Summary Compensation Table did not
exceed the lesser of either $50,000 or 10% of the total annual salary and
bonus reported for the Named Executive Officer.
STOCK OPTIONS
There were no stock options or stock appreciation rights granted or
exercised by Named Executive Officers during fiscal 1999 and no stock
appreciation rights were outstanding at December 31, 1999.
EMPLOYMENT AGREEMENTS
None.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- -------- --------------------------------------------------------------
The following table sets forth, as of March 16, 2000, information with
respect to the beneficial ownership of the Common Stock by (i) each person known
by the Company to beneficially own more than 5% of the outstanding shares of
Common Stock, (ii) each director and nominee director of the Company, (iii) each
Executive Officer named in the Summary Compensation Table herein titled
"Executive Compensation" and (iv) all directors, nominee director and executive
officers of the Company as a group.
<TABLE>
<CAPTION>
Name and Amount and
Address of Nature of Percent of
Beneficial Owner(1) Beneficial Class(3)
------------------- Owner(2) --------
--------
<S> <C> <C>
Richard W. Clark 11,067,200 58.1
Richard G. Lubic 2,766,800 14.5
All officers, directors and nominee 13,384,000 72.6 %
director as a group (5 persons)
-------------------------------------------- ------------------------------- -----------
</TABLE>
- --------------
<PAGE>
(1) Unless otherwise indicated, the business address of each of the officers
and directors is c/o InfoAmerica, Inc., 5 Cloverleaf Court, Techachapi,
California 93561.
(2) Unless otherwise noted, the Company believes that all persons named have
sole voting and investment power with respect to all shares of Common Stock
listed as owned by them.
(3) The Company has agreed to issue 1,582,346 to the former shareholders of the
Company in connection with the acquisition in June of 1999.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
On June 8, 1999, the transactions contemplated by the Merger Agreement
and Plan of Reorganization (the "Merger Agreement") among the Company, RWC
Communications, Inc., a California corporation, ("RWC"), D&K Communications,
Inc., a California corporation, ("D&K") and DL Hawk Communications, Inc., a
California corporation, ("DL", together with RWC and D&K, the "Acquiree
Corporations"); Richard W. Clark ("Clark") and Richard Lubic ("Lubic" and
together with Clark, the "Sellers"); and Paul Knight and Larry Salmen
(collectively, the "Buyers"), were consummated. The Merger Agreement is being
filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated
herein by reference. A copy of the press release of the Company in connection
therewith dated June 7, 1999 is also being filed as Exhibit 99.1 this Current
Report on Form 8-K and is also incorporated herein by reference. Clark and Lubic
are the owners of all of the issued and outstanding common stock of RWC, D&K and
DL. RWC, D&K and DL constitute and operate DDD Cablevision, Ltd., a California
partnership, which operates a cable television system in Tehachapi, California.
In preparation for the transactions contemplated in the Merger Agreement, the
Company established three separate California corporations, each of which is a
wholly owned subsidiary and known as "IFOA-RWC, Inc.", "IFOA-D&K, Inc." and
"IFOA-DL, Inc." (collectively referred to as the "Merger Subsidiaries").
Pursuant to the Merger Agreement, on June 8, 1999, among other things,
(a) RWC merged with and into IFOA-RWC, Inc., (b) D&K merged with and into
IFOA-D&K, Inc., (c) DL merged with and into IFOA-DL, Inc. (collectively, the
"Merger Transactions"), and (d) as a result of the Merger Transactions, the
Company, through the Merger Subsidiaries, acquired ownership and control of the
Acquiree Corporations and in exchange therefore, the Company issued to the
Sellers an aggregate of 13,834,000 unregistered "restricted" shares (the
"Acquiror Shares") of the Company's common stock, par value $.025 per share (the
"Common Stock"). The Acquiror Shares issued by the Company and acquired by the
Sellers represent approximately 53.2% of the Company's total issued and
outstanding Common Stock and accordingly such acquisition may be deemed to be a
change in control of the Company.
The Sellers agreed that they will hold such Acquiror Shares for
investment purposes and not for public distribution unless and until the
Acquiror Shares are registered under the Securities Act of 1933 (the "Securities
Act") or until the restrictions under Rule 144 of the Securities Act have
lapsed. At the closing of the transactions contemplated in the Merger Agreement
(the "Closing"), Paul Knight, Larry Salmen and all other members of the board of
directors of the Company resigned and in their place the Company's newly
constituted board of directors appointed Clark as Chairman, Lubic as President
and a director, to fill the vacancies created by such resignations.
<PAGE>
Contemporaneously with the Closing, the Company's newly constituted
board of directors approved the issuance to certain shareholders of the Company
(the "Restricted Shareholders") shares of the Company's Common Stock (the
"Restricted Shares") as payment for financial consulting and other services
rendered or to be rendered in connection with the transactions contemplated in
the Merger Agreement. The Restricted Shareholders, in consideration for their
receipt of the Restricted Shares, entered into a Voting and Shareholders
Agreement (the "Shareholders Agreement") whereby each of the Restricted
Shareholders, simultaneously with the execution and delivery of the Shareholders
Agreement transferred one-third (1/3) of their respective Restricted Shares to a
Voting Trust (the "Voting Trust") in favor of Clark as voting trustee
("Trustee"), to be held by Clark pursuant to the terms of a Voting Trust
Agreement (the "Voting Trust Agreement").
The terms of the Shareholders Agreement provide that the Restricted
Shares transferred to the Voting Trust by the Restricted Shareholders may not be
sold, assigned, transferred, pledged, hypothecated or otherwise disposed of
until the first to occur of: (i) two (2) years from the closing of the Merger
Transactions and the other transactions contemplated by the Agreement and Plan
of Reorganization; or (ii) both of the following: (a) the Company through the
efforts of the Restricted Shareholders has raised not less than $3,000,000 of
gross proceeds by means of financings of debt or equity securities or a
combination thereof within the two year period from the date of the closing of
the Merger Transactions and the other transactions contemplated by the Merger
Agreement; and (ii) the closing bid price of the Common Stock in the NASDAQ
SmallCap market (or such other market on which the Company's Common Stock is
regularly traded) for the fifteen (15) consecutive trading days prior to the
date of a proposed "prohibited transfer" has equaled or exceeded $3.00 per share
(on a contemplated post closing one for two share reverse-split basis).
Concurrently with the execution and delivery of the Shareholders Agreement, the
Restricted Shareholders, Clark and the Company entered into the Voting Trust
Agreement. Under the terms of the Voting Trust Agreement, the Restricted
Shareholders deposited with the Trustee certificates representing the Restricted
Shares. The Trustee is holding the Restricted Shares subject to the terms of the
Voting Trust Agreement and the Shareholders Agreement and thereupon issued and
delivered to the Restricted Shareholders a certificate for the Restricted Shares
so deposited.
Except as otherwise expressly provided in the Voting Trust Agreement,
the Trustee is entitled to exercise all powers under the Voting Trust Agreement
in his sole and absolute discretion; which powers include the following: until
(i) the surrender of the Voting Trust Certificates for cancellation, and (ii)
the actual delivery to the holders of the voting trust certificate or
certificates representing Shares of the Company's Common Stock in exchange
therefor, the Trustee shall possess and be entitled, in the Trustee's sole
discretion, to exercise, in person or by his nominees or proxies, all the rights
and powers of an absolute owner of the Restricted Shares, including, without
limitation, the right to receive dividends on the Restricted Shares and the
right to vote, consent in writing or otherwise act with respect to any corporate
or shareholder's resolution or action to the fullest extent permitted by
applicable law.
The Company is not a party to the Voting Trust Agreement, and the
description of the terms of the Voting Trust Agreement contained in this report
does not purport to be complete and is qualified in its entirety by reference to
the Voting Trust Agreement, which was filed as an exhibit to the Schedule 13D.
After giving effect to the exchange of shares of the Acquiree Corporations for
shares of the Company's Common Stock, Clark is the direct owner of 11,067,200
shares of Common Stock and Lubic is the direct owner of 2,766,800 shares of
Common Stock. Pursuant to Rule 13d-5 under the Exchange Act, Clark and Lubic may
each be considered to be the beneficial owner of 13,384,000 shares of Common
Stock.
<PAGE>
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
a. EXHIBITS
None.
b. REPORTS ON FORM 8-K
The Company did not file any reports on Form 8-K during the last
quarter of fiscal 1999.
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Company
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Dated: April 17, 2000 INFOAMERICA, INC.
By: /s/ Richard G. Lubic
--------------------------
Richard G. Lubic, Chief Executive Officer
<PAGE>
INFOAMERICA, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
<S> <C>
Report of Independent Auditors F-1
Consolidated Balance Sheets as of December 31, 1999 and 1998 F-2
Consolidated Statements of Operations for the years ended December 31, 1999 and 1998 F-3
Consolidated Statements of Shareholders' Equity for the years ended December 31, 1999 and 1998 F-4
Consolidated Statements of Cash Flows for the years ended December 31, 1998 and 1997 F-5
Notes to Consolidated Financial Statements F-6
</TABLE>
<PAGE>
REPORT OF INDEPENDENT AUDITORS
To the Shareholders and Board of Directors
InfoAmerica Inc.
We have audited the accompanying consolidated balance sheets of InfoAmerica Inc.
as of December 31, 1999 and 1998 and the related consolidated statements of
operations, shareholders' equity, and cash flows for the years then ended. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatements. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
InfoAmerica Inc. as of December 31, 1999 and 1998, and the results of its
operations, shareholders' equity and its cash flows for the years then ended in
conformity with generally accepted accounting principles.
HOLLANDER, LUMER & CO. LLP
Los Angeles, California
April 14, 2000
<PAGE>
INFOAMERICA, INC.
BALANCE SHEET
AS OF DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
1999 1998
---- ----
ASSETS
CURRENT ASSETS
<S> <C> <C>
Cash $ 9,438 $ 4,658
Accounts Receivable - net of
allowance for doubtful accounts of $ 5,000 in 1999 and 1998 69,454 47,161
Supplies 31,000 31,034
-------------- ------------
TOTAL CURRENT ASSETS 109,892 82,853
PROPERTY AND EQUIPMENT - net of accumulated
depreciation 1,637,595 1,877,595
-------------- ------------
TOTAL $ 1,747,487 $1,960,448
============== ============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 280,991 $ 206,727
Revenue billed in advance 51,125 52,161
Franchise fees payable 96,787 42,000
Customer Deposits 5,200 5,200
-------------- ------------
TOTAL CURRENT LIABILITIES 434,103 306,088
-------------- ------------
SHAREHOLDERS' EQUITY
Preferred stock, $1 par value; 5,000,000 shares authorized,
none issued
Common stock, $.025 par value; 900,000,000 shares authorized,
19,048,521 shares issued and outstanding in 1999 and 1998 476,213 476,213
Additional paid-in capital 1,484,314 1,465,967
Accumulated deficit (647,143) (287,820)
-------------- ------------
Total Shareholders' Equity 1,313,384 1,654,360
TOTAL $ 1,747,487 $1,960,448
============== =============
</TABLE>
See accompanying Notes to Financial Statements.
F-2
<PAGE>
INFOAMERICA, INC.
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
REVENUES $ 674,804 $ 668,478
EXPENSES
Programming Content 182,517 209,237
Cable Operating 125,563 178,032
General and Administrative 473,318 365,635
Depreciation 240,000 237,500
TOTAL EXPENSES 1,021,398 990,404
LOSS BEFORE OTHER EXPENSE (346,594) (321,926)
OTHER INCOME (EXPENSE) - NET (12,729) 34,106
NET LOSS $ (359,323) $ (287,820)
====================== ==================
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 19,048,521 19,048,521
====================== ==================
BASIC LOSS PER SHARE $ (0.019) $ (0.015)
====================== ==================
</TABLE>
See accompanying Notes to Financial Statements.
F-3
<PAGE>
INFOAMERICA, INC.
STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
Common Stock Additional Accumulated
------------ ---------- -----------
Shares Amount Paid in Capital Deficit Total
------ ------ --------------- ------- -----
<S> <C> <C> <C> <C> <C>
Balance, January 1, 1998 19,048,521 $ 476,213 $ 1,465,967 $ - $1,942,180
Net loss (287,820) (287,820)
Balance, December 31, 1998 19,048,521 1,654,360
476,213 1,465,967 (287,820)
Net proceed from purchase and sale of treasury stocks 18,347 18,347
Net loss (359,323) (359,323)
Balance, December 31, 1999 19,048,521 $ 476,213 $ 1,484,314 $ (647,143) $1,313,384
========== ========= =========== ========== ==========
</TABLE>
See accompanying Notes to Financial Statements.
F-4
<PAGE>
INFOAMERICA, INC.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
1999 1998
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C>
Net loss $ (359,323) $ (287,820)
Adjustments to reconcile net loss to net cash provided by (used
in) operating activities:
Depreciation 240,000 237,500
Changes in operating assets and liabilities:
Accounts receivable (22,293) 7,575
Supplies 34 10,000
Accounts payable and accrued expenses 74,264 19,509
Revenue billed in advance (1,036) (1,260)
Franchise fee payable 54,787 13,794
NET CASH PROVIDED BY OPERATING ACTIVITIES (13,567) (702)
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceed from purchase and sale of treasury stock 18,347 -
NET DECREASE IN CASH 4,780 (702)
CASH AND CASH EQUIVALENT, BEGINNING OF PERIOD 4,658 5,360
CASH AND CASH EQUIVALENT, END OF PERIOD $ 9,438 $ 4,658
==================== ====================
</TABLE>
See accompanying Notes to Financial Statements.
F-5
<PAGE>
INFOAMERICA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
InfoAmerica Inc. (the Company) was incorporated under the laws of the state
of Colorado on June 8, 1991. On June 8, 1999, the transactions contemplated
by the Merger Agreement and Plan of Reorganization (the "Merger Agreement")
among the Company, RWC Communications, Inc., a California corporation,
("RWC"), D&K Communications, Inc., a California corporation, ("D&K") and DL
Hawk Communications, Inc., a California corporation, ("DL", together with
RWC and D&K, the "Acquiree Corporations"); Richard W. Clark ("Clark") and
Richard Lubic ("Lubic" and together with Clark, the "Sellers"); and Paul
Knight and Larry Salmen (collectively, the "Buyers"), were consummated.
Clark and Lubic are the owners of all of the issued and outstanding common
stock of RWC, D&K and DL. RWC, D&K and DL constitute and operate DDD
Cablevision, Ltd., a California partnership, which operates a cable
television system in Tehachapi, California. In preparation for the
transactions contemplated in the Merger Agreement, the Company established
three separate California corporations, each of which is a wholly owned
subsidiary and known as "IFOA-RWC, Inc.", "IFOA-D&K, Inc." and "IFOA-DL,
Inc." (collectively referred to as the "Merger Subsidiaries").
Pursuant to the Merger Agreement, on June 8, 1999, among other things, (a)
RWC merged with and into IFOA-RWC, Inc., (b) D&K merged with and into
IFOA-D&K, Inc., (c) DL merged with and into IFOA-DL, Inc. (collectively,
the "Merger Transactions"), and (d) as a result of the Merger Transactions,
the Company, through the Merger Subsidiaries, acquired ownership and
control of the Acquiree Corporations and in exchange therefore, the Company
issued to the Sellers an aggregate of 13,834,000 unregistered "restricted"
shares (the "Acquiror Shares") of the Company's common stock, par value
$.025 per share (the "Common Stock"). The Acquiror Shares issued by the
Company and acquired by the Sellers represent approximately 53.2% of the
Company's total issued and outstanding Common Stock and accordingly such
acquisition may be deemed to be a change in control of the Company.
For accounting purposes, the transaction has been treated as an acquisition
of InfoAmerica by DDD Cablevision Ltd. and as a recapitalization of DDD
Cablevision Ltd. The historical financial statements prior to the
acquisition become those of DDD Cablevision Ltd. even though they are
labeled as those of InfoAmerica Inc. In the recapitalization, historical
partners' equity of DDD Cablevision Ltd. prior to the merger was
retroactively restated for the equivalent number of shares received in the
merger with an offset to paid-in capital. Operations prior to the merger
are those of DDD Cablevision Ltd. Basic loss per share prior to the merger
are restated to reflect the number of equivalent shares received by
partners of DDD Cablevision Ltd.
2. SIGNIFICANT ACCOUNTING POLICIES
Use of estimates. The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect certain reported amounts of assets
and liabilities and disclosures of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Accordingly, actual results could
differ from those estimates.
Supplies. Supplies, which consists of connectors, wire, converter boxes and
others are stated at the lower of cost (average method) or market.
Property and equipment. Property and equipment are stated at cost.
Depreciation is computed using the straight-line method over estimated
useful lives as follows:
Cable system 15 years
Vehicles and computers 7 years
Other 5 years
The cable system is depreciated using a composite method, therefore no gain
or loss is recognized on the disposition of components of the property and
equipment.
Replacements, renewals and improvements are capitalized. Costs for repairs
and maintenance are charged directly to expense when incurred.
Property and equipment are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount may not be
recoverable. An impairment loss should be recognized when the aggregate of
estimated future cash inflows (less estimated future cash outflows) to be
generated by an asset is less than the asset's carrying value. Future cash
inflows include an estimate of the proceeds from eventual disposition. For
purposes of this comparison, estimated future cash flows are determined
without reference to their discounted present value. If the sum of
undiscounted estimated future cash inflows is equal to or greater than the
asset's carrying value, impairment does not exist. If, however, expected
future cash inflows are less than carrying value, a loss on impairment
should be recorded. Such a loss is measured as the excess of the asset's
carrying value over its fair value. Fair value of an asset is the amount at
which an asset could be bought or sold in a current transaction between a
willing buyer and seller other than in a forced or liquidation sale. The
Company measures an impairment loss by comparing the
<PAGE>
fair value of the asset to its carrying amount. Fair value of an asset is
calculated as the present value of expected future cash flows.
Fair value of financial instruments. The Company's financial instruments
consist of cash equivalent, receivables, accounts payable, and accrued
expenses. The fair values of the Company's financial instruments
approximately the carrying value of the instruments.
Revenue recognition. Revenue is recognized in the period the related
services are provided to the subscribers.
Income taxes. The Company utilizes the asset and liability method for
income taxes. Under this method, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases and operating loss and tax
credit carryforwards. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled.
The effect on deferred tax assets and liabilities of a change in tax rates
is recognized in income in the period that includes the enactment date. In
assessing the realizability of deferred tax assets, the Company considers
whether it is more likely than not that some portion or all of the deferred
tax assets will not be realized.
Segment Information. The Company adopted Statement of Financial Accounting
Standards No. 131, "Disclosures about Segments of an Enterprise and Related
Information", ("SFAS No. 131") issued by the FASB. SFAS No. 131 requires
that public companies report certain information about operating segments,
products, services and geographical areas in which they operate and their
major customers.
The Company operates in one segment.
3. GOING CONCERN
Significant Operating Losses. The Company has experienced significant
operating losses and working capital deficiency. For the fiscal years ended
December 31, 1999 and 1998, the Company experienced net losses of $359,271
and $287,820, and working capital deficiency of $342,506 and $223,235,
respectively. The ability of the Company to continue as a going concern is
dependent upon the management ability to increase revenue and/or
controlling expenses and continued financing from its shareholders or other
outside sources.
The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and liabilities in the
normal course of business. The financial statements do not include any
adjustments relating to the recoverability of the recorded assets or the
classification of the liabilities that might be necessary should the
Company be unable to continue as a going concern.
4. PROPERTY AND EQUIPMENT
Property and equipment as of December 31, 1999 and 1998 consisted of the
following:
1999 1998
-------------- --------------
Cable system $ 3,517,776 $ 3,517,776
Computer 75,246 75,246
Vehicles 66,989 66,989
-------------- --------------
Total 3,660,011 3,660,011
Accumulated depreciation 2,022,416 1,782,416
-------------- --------------
<PAGE>
Net $ 1,637,595 $ 1,877,595
============== ==============
5. RELATED PARTY TRANSACTIONS
A major shareholder provides management services to the Company. In 1999
and 1998 the charges for such management services amounted to $50,500 and
$37,300, respectively.
6. COMMITMENT AND CONTINGENCIES
Leases. The Company leases the head-end, tower, and microwave receiver
sites under short-term operating lease agreements. Total rent expense for
the site rentals amounted to $18,121 and $22,359 in 1999 and 1998
respectively.
The Company leases computers and automotive equipment under operating lease
expiring at various dates through 2004. Minimum lease payments under such
leases are as follows:
Year Ending December 31 Amount
----------------------- ------
2000 $56,518
2001 56,518
2002 44,674
2003 22,646
2004 1,451
Total rent expense for computers and automotive equipment amounted to
$55,719 and $28,842 in 1999 and 1998, respectively.
Franchise agreement. On August 1990, the Company obtained a CATV franchise
from Kern County. The franchise terminates on September 30, 2005 however it
is renewable for an additional 15-year term. In related to this franchise,
the County of Kern requires the Company to remit 5% of service revenues
within three months after the year-end. The franchise fee collected in 1999
and 1998 were $54,787 and $13,794, respectively. On March 2000, the Company
paid off all franchise fees due for 1997, 1998 and 1999.
Settlement cost. The Company was a defendant in an action brought in the
Kern County Superior Court by Terence J. Werdel & Associates, the Company's
former legal council. The plaintiff sued for money due in the sum of
$46,945.43 for legal services rendered by the plaintiff, 10% interest per
annum from and after November 30, 1999 and attorney's fees. On March 2000
this matter was settled in full whereby the Company paid Terence J. Werdel
& Associates in the sum of $47,074.
7. INCOME TAXES
Income and losses prior to June 8, 1999 were passed through to the
partners of DDD Cable Vision. At December 31, 1999, the Company had net
operating loss carryforwards for Federal Income Tax purposes
approximately $200,000 which will expire in 2012. The Company had
provided 100% allowance on all of its deferred income taxes benefits.
8. SHAREHOLDERS' EQUITY
During 1999, the Company had purchased and resold its own shares resulting
a net proceed of $18,347 which was booked as an additional paid-in capital.
In March 2000, the Company raised approximately $1,000,000 (net of
expenses)in connection with a private financing of common stock.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
the Company's consolidated financial statements for the year
ended December 31, 1999 and is qualified in its entirety by reference
to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-1-1999
<PERIOD-END> DEC-31-1999
<CASH> 9,438
<SECURITIES> 0
<RECEIVABLES> 74,454
<ALLOWANCES> 5,000
<INVENTORY> 0
<CURRENT-ASSETS> 109,892
<PP&E> 1,637,595
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,747,487
<CURRENT-LIABILITIES> 434,103
<BONDS> 0
0
0
<COMMON> 476,213
<OTHER-SE> 837,171
<TOTAL-LIABILITY-AND-EQUITY> 1,747,487
<SALES> 674,804
<TOTAL-REVENUES> 674,804
<CGS> 0
<TOTAL-COSTS> 1,021,398
<OTHER-EXPENSES> 12,729
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (359,323)
<INCOME-TAX> 0
<INCOME-CONTINUING> (359,323)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (359,323)
<EPS-BASIC> (0.019)
<EPS-DILUTED> (0.019)
</TABLE>
