UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarter ended June 30, 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: 0-16075
CENTURY PACIFIC FINANCIAL CORPORATION
--------------------------------------------------
(Exact name of Registrant as specified in charter)
Delaware 86-0449546
------------------------------- --------------------------
(State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
1422 N. 44th Street, Suite 211, Phoenix, AZ 85008
- ------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (602) 267-7707
Check whether the Issuer (1) has filed all reports required to be filed by
section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
(1) Yes [X] No [ ] (2) Yes [X] No [ ]
State the number of shares outstanding of each of the Issuer's classes of common
equity as of the latest practicable date: At June 30, 1999, there were
51,469,842 shares of the registrant's Common Stock outstanding.
<PAGE>
TABLE OF CONTENTS
Page
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PART I FINANCIAL INFORMATION
Item 1 - Financial Statements 4
Item 2 - Stock Option Plans 9
Item 3 - Preferred Stock 9
Item 4 - Warrants 9
Item 5 - Management's Discussion and Analysis or
Plan of Operation 9
Item 6 - Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
Item 7 - Results of Operations 9
Item 8 - Liquidity and Capital Resources 10
Item 9 - Basis of Presentation 10
PART II OTHER INFORMATION
Item 1 - Signatures 11
Item 1 - Other Information 12
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<PAGE>
PART I
ITEM 1. FINANCIAL STATEMENTS
The financial statements included herein have been prepared by the Company,
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been omitted. However, in the opinion of management,
all adjustments (which include only normal recurring accruals) necessary to
present fairly the financial position and results of operations for the periods
presented have been made. The results for interim periods are not necessarily
indicative of trends or of results to be expected for the full year. These
financial statements should be read in conjunction with the financial statements
and notes thereto included in the Company's most recent report on Form 10-K.
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<PAGE>
CENTURY PACIFIC FINANCIAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
June 30, 1999 June 30. 1998
------------- -------------
ASSETS
Current Assets
Regular Checking $ 141,355 $ 35
Accounts Receivable 23,331 --
Inventory 206,997 --
Employer Advances 7,000 --
----------- -----------
Total Current Assets $ 378,683 $ 35
----------- -----------
Property Equipment
Equipment $ 12,978 $ --
----------- -----------
Total Property Equipment $ 12,978 $ --
Other Assets
Organization Costs $ 325 $ --
----------- -----------
Total Other Assets $ 325 $ --
----------- -----------
Total Assets $ 391,986 $ 35
=========== ===========
LIABILITIES, NET WORTH
Current Liabilities
Accounts Payable $ -- $ 508,561
Employee Taxes Payable $ 494 $ --
----------- -----------
Total Current Liabilities $ 494 $ 508,561
----------- -----------
Stockholders Equity
Common Stock $ 1,216,966 $ 532,676
Capital 2,339,246 2,823,536
Retained Earnings (3,356,498) (3,864,768)
Net Income 191,777 (41)
----------- -----------
Total Stockholders Equity $ 391,492 $ (508,596)
----------- -----------
Total Liabilities and Stockholders
Equity $ 391,986 $ (35)
=========== ===========
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<PAGE>
CENTURY PACIFIC FINANCIAL CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
For 3 Months For 3 Months For 6 Months For 6 Months
Ended Ended Ended Ended
6/30/99 6/30/98 6/30/99 6/30/98
-------- -------- -------- --------
Revenues
Financial Services $ 8,460 $10,807 $ 25,972 $ 32,022
Sales - Merchandise 522,478 -- 522,478 --
Commissions -- -- 7,825 --
-------- ------- -------- --------
Total Revenues $530,938 $10,807 $556,275 $ 32,022
-------- ------- -------- --------
Less: Cost of Sales 286,215 -- 286,215 --
-------- ------- -------- --------
Gross Profit $244,723 -- $270,060 --
-------- ------- -------- --------
Expenses
Accounting: Legal $ 413 $ 181 $ 4,546 $ 544
Auto 923 -- 923 --
Advertising & Promotion 587 684 1,338 2,799
Bank Charges 84 -- 215 --
Commissions 609 -- 609 --
Dues, Subscriptions,
License, Fees 2,224 1,097 2,174 2,467
Insurance 2,260 -- 2,174 500
Licensing, Fees 148 -- 1,932 --
Miscellaneous 971 -- 2,531 --
Office Expenses 1,337 58 1,873 180
Maintenance/Repair -- -- -- 200
Other -- 289 -- 449
Postage 26 128 214 305
Rent 6,038 2,556 11,156 7,678
Salaries, Employees 21,083 3,640 28,363 11,480
Storage 244 347 732 861
Taxes 1,845 390 2,284 910
Telephone 2,325 1,129 4,915 3,688
Travel 6,424 -- 6,424 --
-------- ------- -------- --------
Total Expenses $ 53,022 $10,499 $ 78,283 $ 32,062
-------- ------- -------- --------
Earnings before Income
Taxes $191,700 $ 308 $191,777 $ (41)
Income Tax $ -- $ -- $ -- $ --
-------- ------- -------- --------
Net Earnings $191,700 $ 308 $191,777 $ (41)
======== ======= ======== ========
Earnings per Share $ .003 $ -- $ .003 $ --
======== ======= ======== ========
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<PAGE>
CENTURY PACIFIC FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For 3 Months For 3 Months For 6 Months For 6 Months
Ended Ended Ended Ended
6/30/99 6/30/98 6/30/99 6/30/98
-------- -------- -------- --------
Cash from Operations
Net Income $ 191,700 $ (41) $ 191,777 $ (349)
--------- ----- --------- ------
Accounts Receivable $ (23,330) $ -- $ (23,330) $
Product Inventory $(206,997) $ -- $(206,997) $ --
Employee Advances $ (7,000) $ -- $ (7,000) $ --
Accounts Payable $ 00 $ 346 $(508,648) $ (101)
Taxes Payable $ (13) $ -- $ 496 $ --
--------- ----- --------- ------
Net Cash Provided by
Operations $ (45,641) $ 309 $(550,741) $ (449)
--------- ----- --------- ------
Cash Flows from
Investing Used for:
Equipment $ (12,977) $ -- $ (12,998) $ --
Organization Expenses $ (325) $ -- $ (325) $ --
--------- ----- --------- ------
Net Cash Used in Investing $(133,307) $ -- $ (13,303) $ --
--------- ----- --------- ------
Cash Flows from
Financing Activities
Proceeds Paid in Capital $ 200,000 $ -- $ 200,000 $ --
--------- ----- --------- ------
Net Cash Used in Financing $ 200,000 $ -- $ 200,000 $ --
Net Increase (Decrease) in
Cash $ 141,056 $ 179 $(364,043) $ (449)
--------- ----- --------- ------
Cash Balance End of Period $ 141,355 $ (35) $ 141,355 $ (106)
Cash balance Beginning of
Period $ 35 $(344) $ 286 $ (344)
--------- ----- --------- ------
Net Increase in Cash $ 141,390 $ 179 $ 141,069 $ (449)
========= ===== ========= ======
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<PAGE>
CENTURY PACIFIC FINANCIAL CORP.
FOR 9 MONTHS ENDED JUNE 30, 1999
STATEMENT OF CHANGES IN FINANCIAL POSITIONS
For 3 Months For 9 Months For 3 Months For 9 Months
Ended Ended Ended Ended
6/30/99 6/30/99 6/30/98 6/30/98
------- ------- ------- -------
Sources of Working Capital
Net Income $ 191,700 $ 191,777 $308 $(41)
--------- ---------- ---- ----
Other Sources
Paid in Capital 200,000 200,000 -- --
Common Stock -- 732,978 -- --
--------- ---------- ---- ----
Total $ 391,700 $1,124,755 -- --
Uses of Working Capital
Capital $ (12,978) $ 732,978) -- --
Equipment (9,984) (12,978) -- --
Organization Costs (325) (325) -- --
--------- ---------- ---- ----
Total Uses $ (13,303) $ (746,280) -- --
--------- ---------- ---- ----
Net Change $ 378,397 $ 378,474 $308 $(41)
--------- ---------- ---- ----
Analysis of Change
Income (Decrease) Cash $ 141,399 $ 141,642 $308 $(41)
Accounts Receivable (23,331) 23,331 -- --
Employee Advances 7,000 7,000 -- --
Inventory 206,997 206,997 -- --
Increase (Decrease)
Liability (330) (494) -- --
--------- ---------- ---- ----
Net Change $ 378,397 $ 378,474 $308 $(41)
========= ========== ==== ====
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<PAGE>
CENTURY PACIFIC FINANCIAL CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. CONDENSED FINANCIAL STATEMENTS. The unaudited condensed consolidated
financial information contained in this report reflects all adjustments
(consisting of normal recurring accruals) considered necessary, in the
opinion of management, for a fair presentation of results for the interim
periods presented. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted. These
financial statements should be read in conjunction with the financial
statements and notes thereto included in the Company's 10-K F.Y. dated
September 30, 1998, Annual Report on form 10-K. The results of operations
for periods ended June 30, 1999, are not necessarily indicative of
operations for the full year.
2. STOCK OPTION PLANS. None outstanding.
3. PREFERRED STOCK. The Company has one class of preferred stock. 5,000,000
shares of .05000 par value preferred stock remaining authorized but
unissued.
4. WARRANTS. None
5. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION. This analysis
should be read in conjunction with the condensed consolidated financial
statements, the notes thereto, and the financial statements and notes
thereto included in the Company's September 30, 1998 , Annual Report on
Form 10-K. All non-historical information contained in this form 10-K is a
forward looking statement. The forward-looking statements contained herein
are subject to certain risks and uncertainties that could cause actual
results to differ materially from those reflected in the forward looking
statements. Factors that might cause such differences include changes from
the traditional marketing patterns of financial services instruments, such
as, stocks, bonds, mutual funds, and insurance products. A change from the
traditional role of commission broker to salaried marketing executives or
the use of internet marketing systems which may function substantially
without sales personnel, instead, those individuals being replaced by
registered order clerks accepting unsolicited transactions. Substantially
diminished commission levels per transaction may result in lower revenues
for these activities. Increased foreign and domestic competition may put
pricing pressures on goods sold or imported . Changes in economic trends,
war, and other unforeseen situations or developments may result because of
domestic or foreign political pressures. Readers are cautioned not to place
undue reliance on these forward looking statements, which reflect
management's analysis only as of the date hereof.
6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS. YEAR 2000 ISSUE: The Company recognizes that the arrival of the
Year 2000 poses a unique challenge to the ability of all computerized data
processing systems to recognize the date change from December 31, 1999, to
January 1, 2000, and, like other companies, has assessed its computer
applications and business procedures to provide for their continued
functionality. An assessment of the readiness of external entities which it
interfaces with, such as vendors, counterparties, payment systems, and
others, is ongoing. Initial contact with these external entities was
completed by the fourth quarter of 1998. The company does not expect the
cost to address the Year 2000 will be material and has determined that the
software and computer hardware it utilizes in its operations will be
compatible with the Year 2000 requirements.
7. RESULTS OF OPERATIONS. Comparison of three-month periods ended June 30,
1999 and 1998 are contained herein. Revenues for the third quarter of the
fiscal year of $530,938.00 are substantially in excess of $10,807.00 of the
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<PAGE>
prior year. Nine month comparative figures reflect increased revenues due
to the start up of medical equipment sales both domestically and
internationally. Release from the Chapter 11 Bankruptcy proceedings has
allowed the Company to seek new sources of revenue and acquisitions that
are expected to build the capital base, revenues, and profits. The
operating expenses of $53,023.00 were normal business expenses. Expenses
for the 1999 period as compared with those of 1998 increased substantially
as the medical equipment subsidiary increased local and export sales.
8. LIQUIDITY AND CAPITAL RESOURCES. The Corporation has remained current in
its payable accounts during this period and the event of profitable
operations in the medical equipment has allowed a modest build-up of cash
and inventory.
9. BASIS OF PRESENTATION. The consolidated financial statements include the
accounts of Century Pacific Financial Corporation and its subsidiaries. In
the opinion of management, the accompanying unaudited consolidated
financial statements contain all adjustments necessary to present fairly
the financial position, results of operations and cash flows for the
periods presented. Certain financial statement items from the prior year
may have been reclassified to be consistent with the current year financial
statement presentation.
These consolidated financial statements should be read in conjunction with
the consolidated financial statements and the related disclosures contained
in the Company's Annual Report of Form 10-K for the year ended September
30, 1998, filed with the Securities and Exchange Commission.
The results of operations for the three months ended June 30, 1999, are not
necessarily indicative of the results to be expected for the full fiscal
year.
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<PAGE>
PART II - OTHER INFORMATION
ITEM 1. 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.
CENTURY PACIFIC FINANCIAL CORPORATION
Dated 12/27/99 By /s/ Carlton V. Phillips
-------------------------------------
Carlton V. Phillips
Chairman of the Board, and
Co-Chief Executive Officer
By /s/ David Hadley
-------------------------------------
David Hadley
President and Co-Chief
Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following person on behalf of the Registrant
and in the capacities and on the date indicated.
Signature and Title Date
------------------- ----
/s/Carlton V. Phillips 12/27/99
- --------------------------------
Carlton V. Phillips
Treasurer and Director
/s/ David Hadley
- --------------------------------
David Hadley
President and Director
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<PAGE>
ITEM 2. OTHER INFORMATION
1. LEGAL PROCEEDINGS
None
2. CHANGES IN SECURITIES
The Federal Bankruptcy Court Approved Plan of Reorganization authorized
issue of common stock to creditors and for an acquisition of assets. This
increased the common shares outstanding from 13,316,894 to 51,469,842.
3. SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS
None
4. EXHIBITS AND REPORTS ON FORM 8-K
EXHIBITS: None
REPORTS ON FORM 8-K: None Filed
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<S> <C>
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<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-START> APR-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 141,355
<SECURITIES> 0
<RECEIVABLES> 30,331
<ALLOWANCES> 0
<INVENTORY> 206,997
<CURRENT-ASSETS> 0
<PP&E> 13,303
<DEPRECIATION> 0
<TOTAL-ASSETS> 391,986
<CURRENT-LIABILITIES> 494
<BONDS> 0
0
0
<COMMON> 1,216,966
<OTHER-SE> (825,475)
<TOTAL-LIABILITY-AND-EQUITY> 391,491
<SALES> 530,938
<TOTAL-REVENUES> 530,938
<CGS> 286,215
<TOTAL-COSTS> 286,215
<OTHER-EXPENSES> 53,022
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 191,700
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 191,700
<EPS-BASIC> 0.03
<EPS-DILUTED> 0
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