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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of Report:
July 16, 1999
Commission File Number: 33-764-C
__________________INTERACTIVE GAMING & COMMUNICATIONS CORP.____________________
Exact name of Registrant as specified in its charter)
_____Delaware____________________________________________23-2838676____________
(State of Incorporation) (I.R.S. ID Number)
4070 Butler Pike, Suite 300
_____Plymouth Meeting, PA ________________________________19462________________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (610)-941-0305
Securities registered pursuant to Section 12 (g) of the Act:
Common Stock, par value $.001 per share
Title of each class Name of each exchange on which registered
Common Stock NASDAQ Bulletin Board
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 of 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.
(1)Yes X No __
(2)Yes X_ No __
Item 2. Acquisition or Disposition of Assets
The Registrant announces that as of June 23, 1999 it acquired fifty three and twenty six hundredths per cent (53.26%) of Century Industries, Inc., a District of Columbia corporation listed on the OTC:BB under the symbol "CNTI" and the Philadelphia Stock Exchange under the symbols "CII.A" and "CII.B." This transaction represents the acquisition of a significant amount of assets otherwise than in the ordinary course of business.
(a) On June 23, 1999, the Registrant acquired 53.26% of Century Industries, inc., a District of Columbia corporation, by virtue of a Partial Acquisition Agreement and a Parent/Subsidiary agreement, signed on such date which provided for the acquisition of Century's control block of Class A common voting shares which constitute 53.26% of the fully diluted voting rights of the issued and outstanding Class A and Class B shares of Century Industries. The assets Interactive Gaming acquired by such agree lass A shares of Century Industries, Inc., such shares having on June 23, 1999 a book value of $2,523,114, and a market value of $2,195,067 based on the closing price of the last available trade.
Registrant agreed to issue seven and one half (7.5) million of its $.001 par value common shares in exchange for the acquisition of Century's control block. On June 23, 1999, these 7.5 million shares had a market value of $3,750,000, by virtue of Registrant's average per share trading value of $.50 for the 15 days preceding June 23, 1999. The parties agreed, in formulating the agreement, to value Century's control block shares at one and one half times their representative book value to effectuate t
Registrant is reporting the transaction as a partial acquisition which creates a parent/subsidiary relationship between Registrant and Century Industries and the source of funds therefore is the issuance of 7.5 million unregistered shares from its authorized but unissued shares to the entities and individuals comprising Century's control block.
The agreement also provides for alternative mechanisms for Registrant to acquire the remaining shares of Century on a basis "equal to or better than" the terms provided to Century's control block parties.
(b) Other than acquiring Century's aforedescribed control block shares, Registrant acquired no bulk sale assets such as plant, equipment, or physical property. All of Century's assets shall continue to be devoted to Century's use for the purposes previously chosen and utilized by Century.
Item 7.
(a) The 1st quarter 1999 10-Q financial statements of Century Industries, Inc., a fully reporting 12(g) EDGAR Electronic Filing Registrant, are attached hereto and made a part hereof as Exhibit "A".
(b) The registrant's pro forma financial information, with Century Industries, Inc.'s control block accounted for as a purchase, is as follows:
Pro Forma Balance Sheet at 3/31/99
Registrant | Century | Consolidated | |
Current Assets | |||
Cash and Cash Equiv. | $ 44,645 | 142,122 | 186,767 |
Accounts Receivable | 2,648,773 | 2,149,957 | 4,798,730 |
Inventory | --- | 105,862 | 105,862 |
Mkt. Securities | --- | 126,441 | 126,441 |
Deferred tax asset | 100,000 | --- | 100,000 |
Other current assets | --- | 194,673 | 194,673 |
Total current assets | 2,793,418 | 2,719,056 | 5,512,474 |
Property & Equip | |||
Land & Bldg | --- | 378,269 | 378,269 |
Software & Computers | 1,772,386 | 2,258,106 | 4,030,492 |
Furn & fixtures | --- | 825,754 | 825,754 |
Machinery & equipment | --- | 62,670 | 62,670 |
Transportation equip | --- | 206,229 | 206,229 |
Leasehold improvements | --- | 159,251 | 159,251 |
Less: Accum. Dep.) | --- | (1,535,037) | (1,535,037) |
Net Property & equip | 1,772,396 | 2,355,242 | 4,127,628 |
Other Assets | |||
Investments | --- | 707,666 | 707,666 |
Security deposits | 1,118 | 105,653 | 106,771 |
Goodwill: Net | --- | 1,828,326 | 1,828,326 |
Due from related parties | --- | 618,513 | 618,513 |
Other assets | --- | 319,084 | 319.084 |
Total other assets | 1,118 | 3,579,242 | 3,580,360 |
Total Assets | 4,566,922 | 8,653,540 | 13,220,462 |
Current Liabilities | |||
Accounts payable | 670,885 | 1,175,113 | 1,845,998 |
Current Maturities | 60,000 | 567,692 | 627,692 |
Capital lease oblig | --- | 103,325 | 103,325 |
Notes payable | --- | --- | --- |
Advances from S'holders | --- | 93,408 | 93,408 |
Accrued expenses | --- | 1,288,525 | 1,288,525 |
Dividends payable | --- | 16,389 | 16,389 |
Total curr. lia | 730,885 | 3,244,451 | 3,975,337 |
Long term less curr. | 243,021 | 639,432 | 882,453 |
Cap lease less curr. | --- | 18,098 | 18,098 |
Total liabilities | 973,906 | 3,901,981 | 4,875,888 |
Minority interest | 14,207 | 2,235,630 | |
Common stock, | 25,000,000 | ||
authorized, | 23,944,903 | ||
outstanding | 23,945 | ||
Additional paid in capital | 6,085,999 | ||
Total shareholders equity | 3,593,016 | 4,737,352 | 6,108,944 |
Total liabilities and shareholders equity | 4,566,922 | 8,653,540 | 13,220,462 |
Registrant | Century | Consolidated | ||||
12/31/98 | 3/31/99 | 12/31/98 | 3/31/99 | 12/31/98 | 3/31/99 | |
Sales | 374,302 | 273,244 | 12,006,896 | 3,067,017 | 12,381,198 | 3,340,261 |
Cost of Sales | --- | 7,563,425 | 1,651,083 | 7,563,425 | 1,651,083 | |
Gross Profit | 273,244 | 4,443,471 | 1,415,934 | 4,817,773 | 1,689,178 | |
Operating Costs | ||||||
Payroll expense | 331,804 | 48,614 | 1,593,926 | 482,336 | 1,925,730 | 530,950 |
Professional fees | 211,488 | 179 | 802,775 | 94,097 | 1,014,263 | 94,276 |
Travel & entertainment | --- | 6,245 | 281,192 | 58,175 | 281,192 | 64,420 |
Bad Debts | --- | --- | 168,685 | --- | 168,685 | --- |
Depreciation | 186,719 | --- | 420,217 | 68,135 | 606,936 | 68,135 |
Other | 149,546 | 9,961 | 431,544 | 149,546 | 441,505 | |
Rent | 68,250 | 14,097 | --- | 68,250 | 14,097 | |
Office expense | 14,822 | 2,948 | --- | 14,822 | 2,948 | |
Telephone | 43,069 | 4,200 | --- | 43,069 | 4,200 | |
Bank charges | 15,180 | 578 | --- | 15,180 | 578 | |
Total operating costs | 1,020,878 | 86,821 | 5,856,142 | 1,134,287 | 6,877,020 | 1,221,108 |
Operating Income | (646,576) | 186,423 | (1,412,671) | 281,647 | (2,059,247) | 468,070 |
Earnings per share | (.05) | .01 | (.14) | .01 | (.13) | .02 |
In accordance with the requirements of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
July 16, 1999
Interactive Gaming & Communications Corp.
Michael Simone, President
Exhibit A
Page | ||
PART 1. FINANCIAL INFORMATION | ||
Item 1 | Consolidated Financial Statements | F1 |
Consolidated Balance Sheets as of March 31, 1999 and December 31, 1998 | F2-3 | |
Consolidated Statements of Operations for the three months ended March 31, 1999 and December 31, 1998 | F4 | |
Consolidated Statement of Changes in Stockholders' Equity for the three months ended March 31, 1999 | F5 | |
Consolidated Statements of Cash Flows for the three months ended March 31, 1999 and 1998 | F6-7 | |
Notes to Consolidated Financial Statements | F8 | |
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations |
FINANCIAL STATEMENTS
In the opinion of the management of Century Industries, Inc. and subsidiaries (the Company), the accompanying unaudited interim consolidated financial statements contain all adjustments necessary of a fair presentation of the Company's financial condition as of March 31, 1999 and December 31, 1998, and the results of its operations and cash flows for the three month periods ended March 31, 1999 and 1998.
The accompanying unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in annual financial statements
prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company's management believes that the disclosures and information presented are adequate and not
misleading. Reference is made to the detailed financial statement disclosures which should be read in conjunction with this report and are contained in the notes to consolidated financial statements included in the Company's Annual Report Form 10-KSB for
the year ended December 31, 1998. Certain items in prior period consolidated financial statements have been reclassified, where appropriate, to conform with the March 31, 1999 presentation.
ASSETS | ||
CURRENT ASSETS | 3/31/99 | 12/31/98 |
Cash and Cash Equivalents | $ 142,122 | $ 497,341 |
Accounts Receivable-Trade (Net of allowance for doubtful accounts of $52,000 and $283,000 respectively) | 2,149,957 | 1,923,084 |
Inventory | 105,862 | 154,798 |
MarkeTABLE Securities | 126,441 | 116,925 |
Other Current Assets | 194,673 | 572,462 |
Total Current Assets | 2,719,056 | 2,737,036 |
Property and Equipment | ||
Land and Building | 378,269 | 378,270 |
Software and Computer Equipment | 2,258,106 | 2,245,067 |
Furniture and Fixtures | 825,754 | 824,186 |
Machinery and Equipment | 62,670 | 65,139 |
Transportation Equipment | 206,229 | 215,429 |
Leasehold Improvements | 159,251 | 159,251 |
3,890,279 | 3,887,342 | |
Less: Accumulated Depreciation | (1,535,037) | (1,382,951) |
Net Property and Equipment | 2,355,242 | 2,077,423 |
Other Assets | ||
Investments | 707,666 | 707,666 |
Security Deposits | 105,653 | 105,653 |
Goodwill, Net | 1,828,326 | 1,828,326 |
Due from Related Parties | 618,513 | 496,171 |
Other Assets | 319,084 | 1,317,340 |
Total Other Assets | 3,579,242 | 4,455,156 |
Total Assets | $ 8,653,540 | $9,696,583 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
3/31/99 | 12/31/98 | |
Current Liabilities | ||
Accounts Payable - Trade | $ 1,175,113 | $1,521,587 |
Current Maturities - Long Term Debt and Mortgages | 567,692 | 878,149 |
Capital Lease Obligations | 103,325 | 104,349 |
Notes Payable | -- | 200,000 |
Advances from Stockholders | 93,408 | 58,524 |
Accrued Expenses | 1,288,525 | 1,485,883 |
Dividends Payable | 16,389 | 16,389 |
Total Current Liabilities | 3,244,451 | 4,264,881 |
Long Term Notes and Mortgages Payable, Less Current Portion | 639,432 | 749,066 |
Capital Lease Obligations, Less Current Portion | 18,098 | 59,195 |
Total Liabilities | 3,901,981 | 5,073,142 |
Minority Interest | 14,207 | 12,719 |
Stockholders' Equity | ||
Preferred Stock, Convertible, $.001 par value, 1,200,000 shares authorized, 1,000,000 issued and outstanding | 1,000 | 1,000 |
Common Stock, Class A, $.001 par value, 25,000,000 shares authorized, 3,783,000 and 3,783,000 issued | 3,783 | 3,783 |
Common Stock, Class B, $.001 par value, 25,000,000 shares authorized, 5,167,000 and 5,167,000 issued and outstanding | 5,167 | 5,167 |
Additional Paid in Capital | 8,080,396 | 8,080,396 |
Retained Deficit | (2,453,251) | (2,579,880) |
5,383,838 | 5,510,466 | |
Less: Class A common stock in treasury, 269,202 shares in 1998 and 1997 | (899,744) | (899,744) |
Total Stockholders' Equity | 4,737,352 | 4,610,722 |
Total Liabilities and Stockholders' Equity | $ 8,653,540 | $ 9,696,583 |
1999 | 1998 | |
Sales | $3,067,017 | $3,070,052 |
Cost of Sales | 1,651,083 | 1,934,499 |
Gross Profit on Sales | 1,415,933 | 1,135,553 |
Operating Costs | ||
Payroll Expense | 482,336 | 543,180 |
Professional Fees | 94,097 | 86,444 |
Auto, Travel and Entertainment | 58,175 | 49,622 |
Amortization and Depreciation | 68,135 | 138,957 |
Other | 431,544 | 451,408 |
Total Operating Costs | 1,134,286 | 1,269,611 |
Income (Loss) From Operations | 281,647 | (134,058) |
Other Income (Expense) | ||
Other (Income) Expense | (120,983) | -- |
Interest Expense | (34,035) | (35,977) |
Other Income (Expense)-Net | --_ | (5,567) |
Total Other Income (Expense) - Net | (155,018) | (41,544) |
Income (Loss) Before Taxes | 126,629 | (175,602) |
Income Tax Provision (Benefit) | -- | (14,520) |
Net Income (Loss) | $ 126,629 | $ (161,082) |
Net Income (Loss) Available for Common Stockholders | $ 126,629 | $ (161,082) |
Earnings (Loss) Per Share: | ||
Basic and Diluted Earnings (Loss) Per Share | $ .01 | $ (0.02) |
PREFERRED STOCK | COMMON STOCK CLASS A | COMMON STOCK CLASS B | ADDITIONAL PAID-IN CAPITAL | RETAINED EARNINGS (DEFICIT) | TREASURY STOCK | TOTAL STOCKHOLDERS' EQUITY | |
Balance December 31, 1998 | $ 1,000 | $ 3,783 | $ 5,167 | $ 8,080,396 | $ (2,579,509) | $ (899,744) | $ 4,610,722 |
Net Income for three months ended 3/31/99 | 126,629 | (126,629) | |||||
Balance March 31,1999 | $ 1,000 | $ 3,783 | $ 5,167 | $ 8,080,396 | $ (2,453,251) | $ (899,744) | $ 4,737,351 |
3/31/99 | 3/31/98 | |
Cash Flows from Operating Activities: | ||
Cash received from customers | $ 2,840,143 | $ 2,955,753 |
Cash paid to suppliers and employees | (2,399,204) | (3,127,547) |
Interest received | -- | 943 |
Interest paid | (34,035) | (35,977) |
Income taxes paid | -- | ----------- |
Net cash used for operating activities | 406,904 | (206,828) |
Cash Flows from Investing Activities: | ||
Purchases of fixed assets | (2,937) | (457,612) |
Purchases of markeTABLE securities and investments | (9,516) | (158,215) |
Net cash used for investing activities | (12,452) | (615,827) |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of equity securities | -- | 30,014 |
Receipts of (payments on) notes | (662,212) | 409,463 |
Net advances from affiliates-stockholders | (87,458) | (179,601) |
Net cash provided by financing activities | (749,671) | 659,876 |
Net (Decrease) Increase In Cash and Cash Equivalents | (355,219) | (162,779) |
Cash and Cash Equivalents - January 1 | $ 497,341 | $ 282,009 |
Cash and Cash Equivalents - March 31 | $ 142,122 | $ 119,230 |
Net (Loss) Income | $ 126,629 | (161,082) |
Amortization and depreciation | 68,135 | 138,957 |
Minority interest | 1,488 | (7,000) |
Increase in accounts receivable | (226,873) | (114,299) |
(Increase) decrease in inventory | 48,936 | 22,488 |
(Increase) decrease in other current assets and other assets | 679,164 | 29,182 |
Decrease in accounts payable | (93,216) | (343,005) |
Increase in accrued expenses | (197,358) | 227,931 |
Net cash used for operating activities | $ 406,904 | $ (206,828) |
For the purpose of the statements of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents.
Non-cash investing and financing activities:
During the quarters ended March 31, 1999 and 1998, the Company recognized an unrealized gain of $0.00 and an unrealized gain of $10,802, respectively, on markeTABLE securities available for sale. In accordance with Statement of Financial Accounting Standards No. 115, Accounting for Certain Investments in Debt and Equity Securities, the investment and retained earnings accounts was not adjusted and increased by $10,802 for the quarters ended March 31, 1999 and 1998, respectively.
NOTE 1-BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of Century Industries, Inc. and Subsidiaries (the Company) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company's management believes that disclosures and information presented are adequate and not misleading. Reference is made to the detailed financial statement disclosures which should be read in conjunction with this report and are contained in the notes to consolidated financial statements included in the Company's Annual Report on Form 10-KSB for the year ended December 31, 1998. Certain items in prior period consolidated financial statements have been reclassified, where appropriate, to conform with the March 31, 1999 presentation. The December 31, 1998 balance sheet was derived from audited consolidated financial statements, but does not include all disclosures required by generally accepted accounting principles.
NOTE 2- INTERIM PERIODS
In the opinion of the management of the Company, the accompanying unaudited interim consolidated financial statements contain all adjustments (which are of a normal recurring nature) necessary for a fair presentation of the Company's financial condition as of a March 31, 1999 and December 31, 1998, and the results of its operations and cash flows for the three month periods ended March 31, 1999 and 1998. The results of operations for the three months ended March 31,1999 are not necessarily indicative of the results to be expected for the full year.
NOTE 3-PER SHARE DATA
Per share data was computed by dividing net income (loss) by the weighted average number of shares outstanding during the period.
NOTE 4- BUILDING AND RELATED MORTGAGES
The Company closed on an office condo building located in Reston, Virginia during the first quarter of 1998. This facility, which cost approximately $360,000, will house the Company's corporate office and USIB and USIB Holdings insurance operations.
The facility was financed with a $281,250 first trust mortgage loan from a bank. The first trust mortgage loan bears a 9% interest rate and has a three year maturity with monthly principal and interest payments based on a fifteen year amortization. Additional financing of $37,500 was provided through a second trust mortgage loan from a financial institution. The second trust mortgage bears interest at 13% and has a term of three years. The second trust loan carries monthly interest payments only until the loan is paid in full. Monthly interest will be adjusted accordingly for any partial repayments of principal.
EXHIBIT 11
Three Months Ended March 31, 1999 | Three Months Ended March 31, 1998 |
|
Shares Outstanding | 8,950,000 | 7,683,000 |
Weighted average shares outstanding | 8,950,000 | 7,500,000 |
Net Income (Loss) | .$ 126,629 | $ (161,082) |
Preferred Dividends | -------------- | -------------- |
Total Net Income (Loss) Available for Common Stockholders' | $ 126,629_ | $ (161,082) |
Basic and Diluted Earnings (Loss) Per Share: | ||
Earnings (Loss) Per Share | $0.01 | $(0.02) |
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