UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-KSB
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
OR
( ) 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 0-16371
NAMSCO CORPORATION
(Exact name of registrant as specified in its charter)
UTAH 87-0430312
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
East 122 Montgomery
Spokane, Washington 99205
(Address of principal (Zip Code)
executive offices)
Registrants telephone number, including area code: 509-327-7784
Securities registered pursuant to Section 12(b) of the Act:
Subordinated Notes, Due 2003
Senior Subordinated Convertible Debentures, Due 2003
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, Par Value $.007
_________________________________
Check whether the issuer (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Act of 1934 during
the preceding 12 months, and has been subject to such filing
requirements for at least 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 is not contained in this form, and no
disclosure will be contained, to the best of registrants'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. [___]
Issuer's revenues for its most recent fiscal year: $12,493,610
The aggregate market value of the voting stock of the registrant
held by non-affiliates cannot be readily determined because there
is no established public trading for such stock.
Shares outstanding as of October 1, 1996: 4,319,902
Page 1 of 33 pages
Exhibit index appears on
page 9 NAMSCO CORPORATION
FORM 10-KSB
Year Ended December 31, 1995
INDEX
PART I
Item
Number Page
Item 1. Description of Business...................... 1
Item 2. Properties................................... 4
Item 3. Legal Proceedings............................ 4
Item 4. Submission of Matters to a Vote of
Security Holders............................. 4
PART II
Item 5. Market Price of the Company's Common Stock
and Related Stockholder Matters.............. 4
Item 6. Managements Discussion & Analysis of Financial
Condition and Plan of Operations............. 5
Item 7. Financial Statements and Supplementary Data.. 10
Item 8. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosures...... 10
PART III
Item 9. Director, Executive Officers and Control
Persons; Compliance with Section 16(a)
of the Exchange Act ......................... 10
Item 10. Executive Compensation....................... 11
Item 11. Security Ownership of Certain Beneficial
Owners and Management........................ 11
Item 12. Certain Relationships and Related
Transactions................................. 12
PART IV
Item 13. Exhibits and Reports on Form 8-K............. 12
Signatures......................................... 35
ii
<PAGE>
PART I
Item 1 Description of Business
Chapter 11 Bankruptcy Proceedings
In December 1991, NAMSCO Corporation (the "registrant" or
"Company") and National Music Service, Inc., its wholly owned
subsidiary, filed a petition for reorganization under Chapter 11 of
the United States Bankruptcy Code in the Eastern District of
Washington, in Spokane, Washington, under case numbers 91-03932-K11
and 91-0390-K11, respectively. The Company operated its business
as a "debtor-in-possession" until August 2, 1993, "the Effective
Date" of the Plan of Reorganization approved by the Bankruptcy
Court.
The Plan of Reorganization was approved by the Bankruptcy Court on
July 22, 1993 and provides for the payment in full of all
obligations of the Company, although at altered terms, and
retention by all equity holders of their common stock ownership in
the Company. Certain creditors elected to accept less than the
recorded amount of their obligation by receiving a lump sum payment
of $400 at confirmation of the Plan which resulted in a gain of
$80,000. Principal provisions of the Plan are as follows:
*The secured creditor retained its security interest in essentially
all assets of the Company and agreed to repayment of the loan
balance over a ten year period with interest at 11.5% (see Item 6,
Management's Discussion and Analysis of Financial Condition and
Plan of Operations).
Under certain conditions relating to the Company's liquidity, the
secured creditor may impose standstill periods whereby payments to
unsecured creditors can be suspended through November, 1995. These
standstill periods were imposed by the secured creditor and the
last standstill period ended on November 6, 1995.
*Senior Convertible Debentures, due July 1, 2003, were issued to
replace 13.5% Senior Convertible Debentures, due 1997. Interest
accrues beginning on the Effective Date at 8% and increasing 1% per
year beginning January 1, 1994 to a maximum rate of 11.5%. Any
unpaid interest resulting from the standstill periods imposed by
the secured creditor will be added to the principal balance of the
Senior Convertible Debentures. Interest due subsequent to the end
of the last standstill period is payable monthly. The principal
balance of the Debentures is due no later than August 2, 2003 with
earlier repayment if the Company achieves certain operational
goals. The Debentures can be converted at the option of the
debenture holder to common stock with the first $1,000,000
converted at $2.00 per share and remaining conversions at $2.50 per
share. All interest payments due after the end of the last
standstill period have not been made which constitutes an event of
default under the Plan of Reorganization.
*Subordinated Notes (original 14% Notes due 1998) and certain other
subordinated debt will receive no payments until the secured debt
is repaid and Senior Convertible Debentures are also paid in full.
Interest will accrue on subordinated debt at the same rate as the
Senior Convertible Debentures but will not be paid until the above
creditors are paid in full.
*Unsecured trade creditors were to be paid over a period of five
years, beginning in 1994, or upon the end of the last standstill
period invoked by the secured lender, with interest at 8%. No
payments were made in 1995 or 1994 due to the imposition of
"standstill periods" by the secured creditor as provided in the
Plan and no payments were made subsequent to the end of the last
standstill period which constitutes an event of default under the
Plan of Reorganization.
*Unsecured priority taxes are to be paid over the statutory term
allowed which ranges from 48 to 72 months. Payments were made in
1993 on claims that were accepted. No payments were made in 1995
or 1994 due to the imposition of "standstill periods" by the
secured creditor as provided in the plan. Claims that were rejected
are being resolved and payments will commence on resolution of the
amounts due. No payments were made subsequent to the end of the
last standstill period which constitutes an event of default under
the Plan of Reorganization.
Background
On January 15, 1986 the Company was incorporated under the name of
Sugar Bush, Inc. in the state of Utah. In September, 1986 the
Company acquired all the outstanding shares of National Music
Service, Incorporated, a Washington corporation located in Spokane,
Washington which was formed in 1958, and which became the Company's
sole operating subsidiary. At or about the time of the
acquisition, the Company changed its name to National Music
Service, Inc., essentially the same name as its subsidiary. In
August, 1987, the Company changed its name to NAMSCO Corporation.
Since all Company operations are performed by the Company's
wholly-owned subsidiary, National Music Service, Incorporated, all
references to business activities of the Company necessarily imply
such activity is performed by National Music Service, Incorporated.
Nature of Business
The Company, through its operating subsidiary, is engaged in the
manufacture and distribution of music playback systems and recorded
music for funeral homes, mausoleums, churches, hospitals and other
similar institutions. The music systems can be expanded to allow
for the simultaneous playing of different music in up to six
locations throughout the funeral home with the addition of a
product called a Music Distribution Control Center. A video
tribute tape that combines background music with a progression of
scenery interspersed with pictures of the deceased or others being
honored is being marketed as a separate product.
Prior to October 1992, the music system installations used audio
tape playback equipment and were generally provided under lease
agreements. In October, 1992, the Company began installing
playback equipment with compact disc (CD) technology and
essentially all installations since that time have used CD
equipment. The music systems are provided to customers under sale
agreements (cash payment or installment terms) or non-cancelable
lease contracts. Systems provided under sale agreements are
accompanied by service agreements for the music library portion of
the installation. Since inception in 1958, the Company has
installed a total of 8,018 music systems and at December 31, 1995
was servicing 5,459 music systems, tribute contracts and rental
installations.
The Company manufactures all of its own musical playback equipment
and utilizes approximately 11,700 square feet of the corporate
office building in Spokane, Washington. Present production is
based on 55 new music units per month which represents
approximately 40% of the established peak capacity. Due to the
development of jigs and related manufacturing aids over the years,
Management estimates the Company could produce 120 units per month
out of present facilities by increasing the work force to
accommodate three eight hour shifts.
Supplies and sources of manufacturing materials and component parts
are standard throughout the cabinet making and electronic
industries and the Company does not now experience, nor does it
expect to experience, a
shortage of any of the raw materials or supplies it uses in the
manufacturing process.
In addition to leased music systems, the Company introduced a new
product in 1989 called Tribute Programs. This product is a
six-minute video presentation of a person's life which incorporates
15-16 pictures provided by the family which are interspersed among
moving background scenes of the locale chosen by the family to be
the most appropriate, all of which is accompanied with beautiful
background music. In addition, the family can choose solo music
selections to be incorporated on the tape from the Company's music
library.
Subsequent to the introduction of the Tribute Program, the Company
developed another video product called a "Personal Video Album".
These albums help to preserve the special memories of the events
and achievements in an individuals lifetime. To date, the Company
has developed ten of the Personal Video Albums covering events and
achievements such as weddings, graduations, anniversaries,
retirements, etc. The Personal Video Albums are similar to the
Tribute Program as the manufacturing process is nearly identical.
Therefore the Company is able to more fully utilize their
production facilities and hopes to be able to realize income from
the much larger consumer market. In addition, funeral directors
who are already using the Tribute Program are starting to use the
Personal Video Albums as a public relations tool in increasing
exposure in their communities.
During 1990, the Company introduced another new electronic product
called a Music Distribution Control Center. This unit was designed
as a complimentary product to the standard music equipment
manufactured by the Company, as it serves to enhance the
utilization of recorded music by larger funeral homes. It provides
homes the ability to play different types of music in various areas
of the funeral home simultaneously. The new unit not only utilizes
the latest electronic component technologies, but incorporates the
Company's CD technology as well.
For the year ended December 31, 1995 the Company installed a total
of 632 new music systems in funeral homes for a monthly average of
53 units, and was able to effect 59 Tribute Program contracts. In
addition, the Company installed 46 new Music Distribution Control
Centers during the year, bringing the total installed units to 446.
The Company renewed 124 expiring music system contracts while 95
became rentals and 244 music system units were removed.
Employees
The Company employs a total of 71 individuals, consisting of 4
executives (including 1 officer), 24 administrative staff persons,
8 salespersons, 15 field technicians, and 20 manufacturing
personnel.
Competition
Management is aware of two other vendors providing recorded music
to funeral homes and considers competition from these vendors to be
minor. While any vendor of CDs may be technically a competitor,
Management is unaware of any company which expressly claims to
provide music to funeral homes and which has an equivalent number
of accounts or renders the quality and degree of services provided
by the Company.
Since the introduction of the Tribute Program, several competitors
have emerged claiming to provide a similar product to the funeral
industry. However, in order to protect the Company's unique
process of producing the Tribute Programs, a patent was obtained in
1993. To Management's knowledge, there are no major competitors
providing videos on a sustaining basis that would indicate any
significant competition for the Tribute Program.
Although Management cannot determine with certainty its share of
the market relative to its competitors, according to industry
sources there are approximately 22,500 funeral homes in the United
States and Canada, of which the Company serves or has sold or
leased its equipment to over 8,000.
Item 2 Properties
The Company's subsidiary, National Music Service, Incorporated,
leases an aggregate of 29,341 square feet of executive,
administrative, and light manufacturing space from Merrill P.
Womach and Virginia R. Womach. Merrill Womach is the President and
founder of the Company's subsidiary, National Music Service, Inc.
and is the Company's largest single shareholder. The lease
agreement was originally for a 10-year term commencing on October
15, 1980. The lease was extended through October 15, 2001.
Currently the base rent is $8,972 per month or about $3.87 per
square foot.
In addition, the Company leases 10,000 square feet of additional
video manufacturing and storage space directly adjacent to the
Company's main office from a minority stockholder. The original
lease has been extended through August 31, 1999 by amendment dated
May 5, 1994. The rent is currently $3,813 per month (about $3.81
per square foot) through September 1, 1996 at which time it
increases to $3,966 per month for the next twelve month period. On
each subsequent anniversary date, the monthly rental increases 4%
for the next twelve month period.
These facilities are considered suitable and adequate to meet the
Company's current needs as well as requirements for the immediate
future, based on expected levels of production.
Item 3 Legal Proceedings
The Company is not a party to any material pending legal
proceedings, nor is any of its property subject to any material
pending legal proceedings.
Item 4 Submission of Matters to a Vote of Security Holders
No meetings were held during the year ended December 31, 1995, and
there were no matters which developed that required a vote of
security holders.
PART II
Item 5 Market Price of the Company's Common Stock
and Related Stockholder Matters
(a) Market for Common Stock. Trading in the Company's common
stock was suspended upon filing for reorganization under Chapter 11
of the Bankruptcy Code in December of 1991. Since that time, the
common stock has been removed from trading by NASDAQ, the Pacific
Stock Exchange and the Boston Stock Exchange and there is currently
no trading of the stock.
(b) Holders. As of October 1, 1996, there were approximately 800
holders of record of NAMSCO Corporation common stock.
(c) Dividends. In the last two calendar years, NAMSCO Corporation
has not declared or paid any dividend on its common stock and
anticipates that no dividends will be declared or paid in the
foreseeable future. The Company is restricted under the terms of
its bank loan agreement from paying dividends without prior consent
of the bank and is also restricted from paying dividends under the
trust indenture with the holders of Senior Convertible Debentures
until the debentures are paid in full.
Item 6 Management's Discussion and Analysis of Financial
Condition and Plan of Operations
Liquidity and Capital Resources
As discussed in Note 2 to the consolidated financial statements,
the Company is in default under a secured credit agreement. The
secured credit agreement was assigned by the original lending bank
to a finance company, which became the replacement secured lender
on September 5, 1996. The assignment of this secured credit
agreement was approved by the Company and the guaranteeing officer
and shareholders of the Company. No waiver of the events of
default were obtained and accordingly, the entire debt has been
classified as a current liability at December 31, 1995. This
classification created negative working capital which, along with
recurring losses of the Company, raise substantial doubt about its
ability to continue as a going concern.
Management's plans with regard to these matters include discussions
which have been initiated with the replacement secured lender to
restructure the related debt. By restructuring the debt,
management believes it will be able to modify the payment terms of
the debt to reduce current cash flow requirements.
In addition, management intends to reduce the cost of its music
playback system cabinet and the electronics used in CD
installations to allow prices to also be reduced which management
believes will provide for an increase in sales. In 1995, the
Company began selling ready-to-assemble (RTA) cabinets which are
compact for handling and reduce shipping costs. This change allows
installers to carry more than one complete playback system in their
truck which also reduces the time required for each installation.
These cost savings will allow for reductions in basic lease prices
which should result in additional new CD playback installations.
Because of the Company's favorable relationship with its present
users of tape playback systems, many will likely upgrade to the new
CD playback system without requiring a sales representative to make
a demonstration of the CD system. This will allow the present
sales force to write more sales orders and increase monthly
installations of new CD playback systems. The expected increase in
the number of new CD playback installations along with the cost
reductions associated with new installations will provide the
necessary cash flow to meet current obligations. Once this is
accomplished, the Company anticipates having positive working
capital.
The secured credit agreement with the finance company does not
provide for additional funds. The Company finances current
operations by factoring new installment contracts and financing new
music service agreements with the finance company under separate
agreements. This was allowed under the secured credit agreement as
long as the collateral base of the remaining leases and contracts
remains constant when compared with the balance due, and is
expected to continue as the finance company is now the secured
party under both financing arrangements.
The Company expects to continue with the sale and installation of
the new CD music playback systems, the Tribute Program and Personal
Video Album as it has for the past year. The new CD technology has
effectively allowed the Company to sell a new music playback
installation to existing customers as well as those not presently
served. The ability to provide the music library through new CD
technology to existing customers is important as, although service
and background music can be obtained from other sources, management
believes that it cannot be obtained with the quality and variety
provided by the Company's music library.
During the year ended December 31, 1995, cash decreased by $54,900.
Operating activities used $1,999,000 more than in the prior year.
This increased use of cash includes $439,000 less net loss offset
by a $3,618,000 increase in net investment in sales/type leases, a
$215,000 increase in operating assets and liabilities, a $910,000
increase in net income tax expense, and $477,000 of other
differences. Investing activities used $256,000 more than in the
prior year. This increased use of cash includes $633,000 increased
additions to operating equipment for computers, leasehold
improvements, vehicles, and manufacturing equipment, offset by
$377,000 decreased additions to rental equipment and to music and
video libraries. Financing activities provided $1,428,000 more
than in the prior year. This increase includes $1,728,000
increased proceeds from the sale of contracts to a finance company
offset by $168,000 in repayments made to the finance company and
$132,000 net repayments of long-term debt.
During the year ended December 31, 1994, cash decreased by $12,400.
Operating activities provided $391,900 which was $215,200 less than
provided in the prior year. This decrease includes a reduction
from the proceeds from the collection of notes & contracts
receivable of $176,700, a decrease in accrued interest of $171,300
and a decrease in the funds provided from the recognition of
sales-type leases for rental equipment and the retirement of rental
equipment of $207,300 which is offset by additional proceeds from
sales type leases of $912,000 and the capitalization of interest on
Senior Convertible Debentures in the amount of $304,400. Investing
activities used $189,500 less than the prior year. Net additions
to rental equipment decreased $156,000 and additions to music and
video libraries decreased $49,000 which was offset by the increase
in additions to operating equipment of $15,500.
Financing activities provided $111,200 less funds than in the prior
year. Proceeds from the financing of contracts increased by
$417,200 over the prior year which was partially offset by an
increase in the payments on the related contracts of $83,800.
Proceeds from other borrowings increased $26,800 over the prior
year but the additional amount was offset by an increase in
payments on long-term debt of $471,200.
<PAGE>
Results of Operations
The following table summarizes the relationship (as a percentage of
total revenue) of the major components of the statements of loss
for the last two fiscal years:
Year Ended December 31,
1995 1994
Revenue: 100.0% 100.0%
New installations 58.1 57.7
Renewals 3.6 3.2
Tribute contracts 6.4 6.8
Equipment sales & other 5.5 7.3
Finance 17.4 15.1
Service 4.2 5.0
Rental 4.2 4.9
Other 0.6 0.0
Costs and expenses:
Cost of sales 36.7 44.7
Selling, general and admin. 31.9 35.6
Maintenance 7.9 8.9
Loss on removals of tape
playback equipment 6.7 7.8
________ _______
Income from operations 16.8 3.0
Other expenses:
Interest 18.1 18.7
Other miscellaneous expense 1.3 0.0
Gain/(Loss) before income
taxes (2.6) (15.7)
Income tax benefit(expense) (4.1) 3.7
________ ________
Net loss (6.7%) (12.0)%
Revenue is classified into eight categories. Income from new
installations includes installations sold on sale agreements as
well as leases of new CD music systems and the music distribution
control center. Revenue from leases is recognized in accordance
with Financial Accounting Standards Board Statement 13 ("FASB 13")
regarding accounting for sales-type leases. This revenue
represents the present value of the net minimum lease payment
stream and residual value of the leased equipment. Revenue from
renewals represent the present value of the net minimum lease
payment stream and residual value of the leased equipment
recognized in accordance with FASB 13, for customers who renew
their lease after completion of the initial ten-year period. (See
Note 4 to Consolidated Financial Statements). The Tribute Program
contract is structured to be very similar to the sales-type lease
contract used for musical playback equipment sales. Tribute
contracts are recorded as a sale using assumptions and calculations
consistent with the recording of sales-type leases (See Note 5 to
Consolidated Financial Statements). Equipment Sales and Other
represents revenue from sales of related sound equipment including
revenue from installation of these items. Finance Revenue
represents interest earned on installment sales agreements and the
portion of the monthly lease payments which is recognized to be
finance income in the current period as a result of the Company's
net investment in the lease according to FASB 13. (See "Income
Recognition" in the "Summary of Accounting Policies" contained in
the "Consolidated Financial Statements of the Company"). Also
included in Finance Revenue is the interest income derived from
Tribute contracts. Service Revenue represents the monthly service
fee from music service contracts and the portion of the monthly
lease payments attributable to servicing the equipment during the
lease term, or in the case of the Tribute Program contracts, the
Company's revenue from tapes produced at contract inception.
Rental Revenue represents the monthly payments on installed music
systems following the initial ten-year lease term when the customer
has not renewed the lease.
1995 Compared to 1994
The new music playback system using compact disc (CD) technology
introduced in October, 1992 has been well received by funeral
directors and an average of 53 new systems per month (632 systems
for the year) were installed during 1995. This includes systems
sold on contract as well as those leased under non-cancelable
leases. This compares with an average of 50 systems per month in
1994. The average selling price of the new CD music systems is
less than the average price of the previously sold tape system.
The average selling price of a new CD system installed in 1995
(including the music library) was $10,004 compared with $10,044 for
CD systems installed in 1994.
The installation of new CD playback equipment provided an
opportunity to offer a Music Distribution Control Center (MDCC) and
in approximately 7% of the new installations, this equipment was
also installed for a total of 46 new MDCC installations in 1995.
The music library accompanying installations sold on sale &
security agreements is provided under a separate service agreement.
This agreement provides for access to the Company's complete
library and maintenance on the playback equipment and is considered
part of the sales-type leases. The overall acceptance of the new
playback systems and the compact disc library has resulted in an
increase in revenue from new installations.
Renewal revenue for the year ended December 31, 1995 increased by
31% from the previous year. The Company has continued to offer
renewal agreements to customers nearing the end of their lease term
and considered those that do not return the renewal agreement as
potential customers for a new CD playback system. More customers
have elected to enter into new lease agreements for their existing
tape playback system after the initial ten (or twenty) year term of
their lease and the number of installations billed as "monthly
rentals" decreased. At December 31, 1995, the Company had 848
rental accounts which was a decrease of 63 accounts during the
year. Rental income decreased 2% in 1995 over rental income for
1994.
As expected, Tribute contract revenue slowed appreciably from the
prior year. This is a result of the exhaustion of the very
"progressive" funeral director base that took advantage of the
Tribute product in the early years it was offered. Additionally,
with the demand for the new CD playback system, most of the sales
effort has been concentrated with requests from funeral directors
for demonstration of the new system. As a result, less sales time
has been available to demonstrate and place the Tribute product.
Management redesigned the Tribute program to include additional
video related products which were available to funeral directors in
1995. The new products include special programs for grief therapy
as well as items to use in the chapel and viewing areas. More
recognition is being given to the value of the Tribute Program by
members of the funeral profession and management is still confident
that the Tribute Program will one day become a "staple" in the
funeral industry, and look for this sales category to continue
accounting for significant revenues.
Equipment sales & other income, which is principally the income
from the sale of extra equipment by installation and service
personnel, decreased 11% in 1995 to $689,307 from $770,724 in 1994.
More emphasis was placed on New CD playback system installations
which caused a decrease in extra equipment sales in 1995.
Finance revenue increased 36% in 1995 from the amount earned in
1994 due to an increase in the weighted average interest rates from
previous periods. The weighted average interest rate used in
earlier lease periods was less than the implicit rate currently
used for sales-type leases. The effect of the expiration of these
leases is to increase the weighted average effective interest rate
for the lease portfolio.
Other income was realized from the introduction of a new piece of
equipment, the Port-A-PA, which allows for the announcement of
information at grave sites and other remote locations, and revenues
from an Espresso stand.
During 1995, the cost of sales as a percentage of total revenue
(excluding finance, service and rental income) decreased to 21%
from 26% in 1994. The change is related primarily to the decrease
in the number of tape playback systems replaced with CD playback
systems. In 1995, 351 units were replaced whereas 569 units were
replaced in 1994. The increase in the cost of replaced systems in
1995 is also the result of an increase in the unit value of
replaced systems. The direct cost of installing new CD playback
systems remained constant with the previous year at 38% of product
sales.
Selling, general and administrative costs increased 5% or $198,231
in 1995 over the amounts for 1994. The increase in selling,
general & administrative costs in 1995 was related to the
additional sales commissions and other costs associated with the
increase in sales volume in 1995 of $1,860,072. Additionally,
during 1995 the Company did direct mail advertising of the benefits
of the new CD playback system and CD music library to its customers
and potential new customers. The inquiries from the mailings
resulted in additional leads for sales of the new CD products.
Maintenance costs represent the cost of repair parts and the field
service technicians maintaining the 5,459 equipment installations
serviced by the Company. The increase in maintenance costs of
approximately 4.6% in 1995 resulted from an increase in the cost of
repair parts used, the cost of vehicles and the addition of a
service technician. Several service vehicles were replaced in 1995
which resulted in additional depreciation. The increase in costs
of maintaining the tape playback systems was an integral part of
the decision to change to the compact disc playback technology
which is expected to be less expensive to maintain. The new CD
playback systems will not require on-site service for maintenance
of the components of the system. Most components requiring service
can be removed and replaced by the funeral director with guidance
by Company personnel which eliminates the necessity of sending a
service technician to the funeral home. The tape playback systems
do not have as many removable components and so repair service must
be provided by company personnel in the funeral home. The Company
expects to realize future reduction in repairs and maintenance as
the remaining tape playback systems are replaced by CD playback
systems.
The number of tape playback systems removed in 1995 (and not
replaced with a CD playback system) increased to 244 units compared
to 191 units in 1994. The cost of tape playback systems removed
represents the remaining contract and residual value of leased
systems removed and the undepreciated value of rental tape playback
systems removed. The number of accounts requesting removal has
been relatively constant over the past two years and with increased
communication with the funeral directors regarding the benefits of
the Company's CD playback system, management does not anticipate an
increase in removals over the level experienced in previous
periods.
Interest expense for 1995 was $273,296 greater than interest
expense for 1994. The increase is the result of more contract debt
with T&W Leasing. The accrual of interest for the full year of
1995 is partially offset by a reduction in rate from the secured
creditor of 2%, as provided in the Plan of Reorganization, and an
increase in long term debt of $2,507,340.
Income tax expense incurred in 1995 was the result of the expected
non-utilization of NOL carryforwards and tax credits which were
previously recognized as deferred tax assets and offset by deferred
tax liabilities expected to reverse in the same period. The
difference between the statutory income tax rate and the effective
rate are due to permanent differences and expiring NOL
carryforwards and tax credits.
The factors discussed above resulted in a net loss of $832,216 for
1995 compared to a loss of $1,272,074 for 1994.
New Accounting Pronouncements
See the new accounting pronouncements at the Summary of Accounting
Policies to the Consolidated Financial statements.
Item 7 Financial Statements and Supplementary Data
See the Consolidated Financial Statements beginning on Page 13.
Index to Consolidated Financial Statements
Report of Independent Certified Public Accountants
Consolidated Balance Sheet as of December 31, 1995
Consolidated Statements of Loss for the years ended
December 31, 1995 and 1994
Consolidated Statements of Stockholders' Equity for the
years ended December 31, 1995 and 1994
Consolidated Statements of Cash Flows for the years ended
December 31, 1995, and 1994
Summary of Accounting Policies
Notes to Consolidated Financial Statements
Item 8 Changes in and Disagreements with Accountants on
Accounting and Financial Disclosures
None
PART III
Item 9 Director, Executive Officers, Promoters and Control
Persons; Compliance with Section 16(a) of the Exchange Act
(a) Director and Executive Officers
Merrill P. Womach, age 68, is President, Chief Executive Officer,
Chairman of the Board since September, 1986 and acting Secretary
and sole director since April, 1993. He is also the founder of the
Company's operating subsidiary, National Music Service,
Incorporated ("National Music"). Mr. Womach has been engaged in
the funeral service business since he was 10 years old as a singer
at funeral services. He founded the operating subsidiary in 1958
and has been the principal architect of its affairs since
inception.
(b) Compliance with Section 16(a) of Exchange Act
Based solely upon a review of Forms 3, 4 and 5 and amendments
thereto furnished to the Company with respect to the last fiscal
year, NAMSCO Corporation is not aware of any failure to file on a
timely basis any of such Forms during the last fiscal year or prior
years by any person who, at any time during the last fiscal year,
was a director, officer or beneficial owner of more than 10% of
NAMSCO Corporation common stock.
Item 10 Executive Compensation
The following table sets forth the aggregate amount of cash
compensation paid to the Company's executive officer(s) whose cash
compensation exceeded $100,000.
Property Contingent
& personal Forms of
Name and Position Year Salary Bonus Benefits Renumeration
- -------------------------------------------------------------------
Merrill Womach 1995 150,000 - 55,796(1,2) (3)
President & CEO 1994 150,000 - 55,613(1,2) (3)
There are no other employees who receive salary and bonus
compensation in excess of $100,000 annually. Sales personnel
compensated on a commission basis are excluded.
(1) Merrill P. Womach received $53,316 in 1995 and 1994 by virtue
of his one-half ownership of land and buildings leased to the
Company.
(2) Represents group medical and life insurance of $2,480 in 1995
and $2,297 in 1994.
(3) The aggregate contingent forms of remuneration are not deemed
significant in the current fiscal period, nor have they been
material enough in past fiscal periods to require the report
thereof. Such amounts have never exceeded $10,000 or 10% of the
compensation reported for any one officer or director in any fiscal
year nor was the aggregate amount equal to 10% of the compensation
reported as a group.
In 1994, the Company adopted a 401-K Employee Savings and
Retirement Plan for all employees which allows employees to
contribute to an investment account on a pre-tax basis. At the
discretion of the Company, contributions matching a certain portion
of employee contributions can be made. No contributions were made
by the Company during 1995 or 1994, and none are contemplated for
1996. The Company has no other retirement, pension, profit
sharing, stock option or other compensation plan for its executive
officers, directors, or employees.
Item 11 Security Ownership of Certain Beneficial Owners
and Management
The following table sets forth certain information as of December
31, 1995 with respect to the beneficial ownership of the Company's
common stock by all persons known by the Company to be the
beneficial owners of more than 5% of its outstanding shares, by
directors who own common stock and by all officers and directors as
a group.
Amount of Current
Title of Name and Address of Beneficial Percent
Class Beneficial Owner Ownership of Class
Common Stock Merrill P. Womach
P O Box 5378 2,605,014 60.30%
Spokane, WA 99205
Common Stock Virginia R. Womach
S. 1311 Westcliff Pl. 719,286 16.65%
Spokane, WA 99204
Common Stock Daniel P. Womach
N. 10115 Ridgecrest Dr. 296,143 6.86%
Spokane, WA 99208
Common Stock Officers and Directors
as a Group (1 person) 2,605,014(1) 60.30%
________________________
(1) Does not include shares gifted by Merrill P. Womach to family,
none of whom reside with him, as follows: Judith Sowards, daughter
(142,857 shares), Marlene Cook, daughter (142,857 shares), and an
aggregate of 178,571 additional shares to the granddaughter and
four grandsons of Merrill P. Womach.
The Company is not aware of any arrangements which may result in a
change of control of NAMSCO Corporation.
Item 12 Certain Relationships and Related Transactions
For current activity regarding related transactions, see Notes to
Consolidated Financial Statements, Note 11.
PART IV
Item 13 Exhibits, Schedules, and Reports on Form 8-K
(a) Exhibits: None
(b) Reports on Form 8-K: A report on form 8-K was filed on
August 16, 1994 concerning bankruptcy proceedings of the
registrant, the resignation of certain officers and directors and
other events.
<PAGE>
NAMSCO CORPORATION AND SUBSIDIARY
CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995 AND 1994
<PAGE>
Report of Independent Certified Public Accountants
Board of Directors
NAMSCO Corporation
Spokane, Washington
We have audited the accompanying consolidated balance sheet of
NAMSCOCorporation and subsidiary ("the Company"), as of December
31, 1995 and the related consolidated statements of loss,
stockholders' equity, and cash flows for each of the two years then
ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion
on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. 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 audits
provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial
position of NAMSCO Corporation and subsidiary as of December 31,
1995 and the results of their operations, and their cash flows for
each of the two years then ended in conformity with generally
accepted accounting principles.
The accompanying consolidated financial statements have been
prepared assuming that the Company will continue as a going
concern. As discussed in Note 2 to the consolidated financial
statements, the Company is in default under a secured credit
agreement and the related debt has been classified as a current
liability at December 31, 1995. The Company has negative working
capital at December 31, 1995 and has suffered recurring losses
which raise substantial doubt about the Company's ability to
continue as a going concern. Management's plans with regard to
these matters are also discussed in Note 2. The consolidated
financial statements do not include any adjustments that might
result from the outcome of these uncertainties.
BDO Seidman, LLP
Spokane, Washington
October 3, 1996
<PAGE>
NAMSCO CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1995
=================================
ASSETS (Notes 2 and 9)
CURRENT ASSETS:
Cash $ 75,279
Accounts receivable, net (Note 3) 441,529
Current portion of net investment
in sales-type leases (Note 4) 3,287,954
Current portion of notes receivable-
Tribute contracts (Note 5) 280,337
Inventories (Note 6) 1,459,593
Prepaid expenses and other 100,882
TOTAL CURRENT ASSETS 5,645,574
PROPERTY AND EQUIPMENT:
Rental equipment (Note 7) 964,454
Operating equipment and leasehold
improvements (Notes 8 and 11) 2,691,544
TOTAL NET PROPERTY AND EQUIPMENT 3,655,998
OTHER ASSETS:
Non-current portion of net investment in
sales-type leases (Note 4) 15,968,714
Non-current portion of notes receivable-
Tribute contracts (Note 5) 83,857
Sales & security contracts 184,867
Notes and advances due from related
parties, less valuation reserve of $351,406
(Note 11) 424,375
TOTAL OTHER ASSETS 16,661,813
$25,963,385
See accompanying summary of accounting policies and
notes to consolidated financial statements.
<PAGE>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 1,200,272
Accrued expenses:
Payroll and related taxes 457,251
Sales commissions 34,278
Interest 174,388
Current portion of maintenance of Tribute
contracts 65,698
Current portion of advance collections
on rental equipment 59,546
Current maturities of long-term debt (Note 9) 9,889,035
TOTAL CURRENT LIABILITIES 11,880,468
LONG-TERM LIABILITIES:
Maintenance of Tribute contracts, less
current portion 66,000
Advance collections on rental equipment,
less current portion 1,856
Long-term debt, less current maturities (Note 9) 11,758,099
Deferred income taxes (Note 10) 1,439,345
TOTAL LONG-TERM LIABILITIES 13,265,300
COMMITMENTS AND CONTINGENCIES (Notes 1,2,9,10 and 12)
STOCKHOLDERS' EQUITY
Common stock, $.007 par, 15,000,000
shares authorized, 4,319,902 shares
issued and outstanding 30,240
Additional paid-in capital 201,269
Retained earnings 586,108
TOTAL STOCKHOLDERS' EQUITY 817,617
$25,963,385
See accompanying summary of accounting policies and
notes to consolidated financial statements.
<PAGE>
NAMSCO CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF LOSS
Year ended December 31,
-----------------------
1995 1994
REVENUE:
New installations $7,261,829 $6,132,183
Renewals 446,598 340,329
Tribute contracts 801,623 725,825
Equipment sales and other 689,308 770,725
Finance 2,170,767 1,601,877
Service 533,726 535,068
Rental 517,676 527,531
Other sales 72,083 -0-
Total revenue 12,493,610 10,633,538
COSTS AND EXPENSES:
Cost of sales 4,590,865 4,760,931
Selling, general and administrative 3,979,590 3,781,359
Maintenance 987,748 944,209
Loss on removal of tape playback equipment 836,254 831,555
Total costs and expenses 10,394,457 10,318,054
INCOME FROM OPERATIONS 2,099,153 315,484
OTHER EXPENSES:
Interest 2,254,884 1,981,558
Other miscellaneous expense 160,685 -0-
LOSS BEFORE INCOME TAXES (316,416) (1,666,074)
INCOME TAX (EXPENSE) BENEFIT (Note 10) (515,800) 394,000
NET LOSS $(832,216) $(1,272,074)
WEIGHTED AVERAGE SHARES OUTSTANDING 4,319,902 4,319,902
LOSS PER SHARE OF COMMON STOCK $(.19) $(.29)
See accompanying summary of accounting policies and
notes to consolidated financial statements
<PAGE>
NAMSCO CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
_______________________________________________
Common Stock Additional
---------------------- Paid-in Retained
Shares Amount Capital Earnings
BALANCE
January 1, 1994 4,319,902 $30,240 $201,269 $2,690,398
Net loss for the year (1,272,074)
BALANCE
December 31, 1994 4,319,902 30,240 $201,269 1,418,324
Net loss for the year (832,216)
BALANCE
December 31, 1995 4,319,902 30,240 $ 201,269 $ 586,108
See accompanying summary of accounting policies and
notes to consolidated financial statements
<PAGE>
NAMSCO CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year ended December 31,
-----------------------
Increase (Decrease) 1995 1994
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(832,216) $(1,272,074)
Adjustments to reconcile net loss to net cash
(used in) provided by operating activities:
Decrease in notes and contracts
receivable 364,757 395,565
Decrease (increase) in net investment in
sales-type leases (2,785,010) 833,346
Depreciation and amortization 402,551 416,724
Deferred income tax expense (benefit) 515,800 (394,000)
Net retirement of rental equipment 1,525,361 449,595
Change in operating assets & liabilities:
Accounts receivable, inventories,
prepaid expenses, accounts payable,
and certain accruals (516,478) (301,598)
Decrease in accrued interest (35,613) (40,008)
Increase in accrued interest on Senior
Convertible Debentures added to
principal balance 538,472 304,386
Total adjustments 9,840 1,664,010
Net cash (used in) provided by
operating activities (822,376) 391,936
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to rental equipment (156,420) (516,000)
Additions to music and video libraries (168,533) (184,059)
Proceeds from sale of operating equipment 1,950 -
Additions to operating equipment (878,393) (245,267)
Net cash used in investing activities (1,201,396) (945,326)
See accompanying summary of accounting policies and
notes to consolidated financial statements.
<PAGE>
NAMSCO CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Continued)
Year ended December 31,
------------------------
Increase (Decrease) 1995 1994
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of contracts 3,315,212 1,587,397
Principal payment on funds received
from sale of contracts (573,382) (404,781)
Proceeds from borrowing 364,827 343,890
Payments on long-term debt (1,137,788) (985,480)
Net cash provided
by financing activities 1,968,869 541,026
DECREASE IN CASH (54,903) (12,364)
CASH, at beginning of year 130,182 142,546
CASH, at end of year $ 75,279 $130,182
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the year
for interest $1,909,830 $1,717,179
See accompanying summary of accounting policies and
notes to consolidated financial statements.
<PAGE>
NAMSCO CORPORATION AND SUBSIDIARY
SUMMARY OF ACCOUNTING POLICIES
CONSOLIDATION
The consolidated financial statements include the accounts of
NAMSCO Corporation, and its wholly owned operating subsidiary,
National Music Service, Incorporated ("the Company"). Intercompany
accounts and transactions are eliminated upon consolidation.
BUSINESS ACTIVITIES
Principal business activities include the manufacturing,
installation and marketing of music playback equipment and recorded
music used by funeral homes. The music systems can be expanded to
allow for the simultaneous playing of different music in up to six
different locations throughout the funeral home through the
addition of a product called a Music Distribution Control Center.
A video tribute tape that combines background music with a
progression of scenery interspersed with pictures provided by the
family of the deceased is being marketed as a separate product that
is used in conjunction with the music play-back system. At December
31, 1995, the Company was servicing 5,459 installations of music
and playback equipment throughout the United States and Canada.
INVENTORIES
Inventories are stated at the lower of cost or market. The cost of
inventories are determined using the weighted average method. Work
in process inventory is stated at the total costs of labor,
materials and overhead, reduced when applicable to estimated net
realizable value.
INCOME RECOGNITION
Music playback systems, music libraries and other equipment are
provided to customers under sales agreements (cash payment or
installment terms) or non-cancelable lease contracts. Income from
sales agreements is recognized in the period the equipment is
provided to the customer. Income from lease contracts is also
recognized in the period the equipment is provided to the customer
under sales-type lease accounting. The lease contracts are
non-cancelable and have an initial term of five years with an
automatic renewal option to extend the term for an additional five
years unless cancelled by the lessee. Due to the historically high
rate of conversion to the second five year term, the Company
considers the five year option period to be part of the initial
lease term (total of ten years) for the purpose of sales-type lease
accounting. These leases are classified as sales-type leases
because the present value of the payments at the beginning of the
lease term, excluding that portion of the payments representing
executory costs to be paid by the lessor, including any profit
thereon, exceeds 90 percent of the fair value of the leased
property at the inception of the lease. If the lease is cancelled
before the end of the term, a loss is recognized for the net
present value of the remaining payments, less executory costs, and
the recorded residual value of the equipment.
At the expiration of the extended ten year lease term, a renewal
contract is offered which provides for an additional five-year
renewal period with an option to extend the lease for an additional
five-year period unless cancelled by the lessee. Renewal leases
are also treated as sales-type leases having an additional term of
ten years.
NAMSCO CORPORATION AND SUBSIDIARY
SUMMARY OF ACCOUNTING POLICIES
(Continued)
The net investment in sales-type leases (see Note 4) is computed as
the total payments receivable during the remaining portion of the
ten-year lease period plus the estimated residual value of the
equipment at the end of such period, less future executory costs
(equipment servicing expenses together with profit thereon),
unearned finance income and an allowance for credit losses.
Amounts provided for future executory costs are recognized as
income as the remaining portion of the lease payments are
collected. Unearned finance income is amortized to income over the
lease term so as to produce a constant periodic rate of return on
the net investment in the lease.
TRIBUTE CONTRACTS
Tribute contracts provide the customer with equipment and the right
to receive one or two Tribute tapes per month for five years. The
Tribute contracts are non-interest bearing and are reflected on the
balance sheet at the present value of the monthly payments due,
less an amount representing executory costs for the delivery of the
Tribute tapes.
OPERATING EQUIPMENT AND IMPROVEMENTS
Operating equipment and improvements are stated at cost.
Depreciation of operating equipment is computed using the
straight-line method over estimated useful lives of 3 to 10 years.
Leasehold improvements are amortized on the straight-line method
over estimated useful lives which range from 15 to 30 years.
RENTAL EQUIPMENT
At the conclusion of the sales-type lease term, the residual value
of equipment remaining in service under a month-to-month lease and
is classified as rental equipment and depreciated using the
straight line method over 5-10 years. Costs and related allowances
for depreciation are retained in the accounts until the installed
unit is removed from service or sold.
INCOME TAXES
Deferred tax assets and liabilities are determined based on the
temporary difference between the financial statement carrying
amounts and the tax basis of assets and liabilities. The amount of
the asset or liability is based on the tax rates in effect in the
years in which the temporary differences are expected to reverse.
EARNINGS (LOSS) PER SHARE
Earnings (loss) per share is computed on the basis of the weighted
average number of common shares outstanding during each year.
Fully diluted earnings per share are not shown as the conversion of
the convertible debentures would have an anti-dilutive effect.
NAMSCO CORPORATION AND SUBSIDIARY
SUMMARY OF ACCOUNTING POLICIES
(Continued)
NEW ACCOUNTING PRONOUNCEMENTS
Statement of Financial Accounting Standards (SFAS) No. 121
"Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of", issued by the Financial
Accounting Standards Board (FASB) is effective for fiscal years
beginning after December 15, 1995. The new standard establishes new
guidelines regarding when impairment losses on long-lived assets,
which include plant and equipment and certain identifiable assets
and goodwill, should be recognized and how impairment losses should
be measured. The Company does not expect adoption to have a
material effect on its financial position or results of operations.
SFAS No. 123, "Accounting for Stock-Based Compensation", issued by
the FASB is effective for fiscal years beginning after December 15,
1995. The new standard establishes a fair value method of
accounting for stock-based compensation plans and for transactions
in which an entity acquires goods or services from nonemployees in
exchange for equity instruments. The Company does not expect
adoption to have a material effect on its financial position or
results of operations.
SFAS No. 125, "Accounting for Transfers and Servicing of Financial
Assets and Extinguishments of Liabilities", issued by the FASB is
effective for transfers occurring after December 31, 1996. The new
standard establishes criteria for recording transfers and servicing
of financial assets and extinguishments of liabilities based on a
financial-components approach that focuses on control. After a
transfer under that approach, an entity recognizes the financial
and servicing assets it controls, derecognizes financial assets
when control has been surrendered, and derecognizes liabilities
when extinguished. This statement also provides consistent
standards to distinguish transfers of financial assets that are
sales from transfers that are secured borrowings. The Company does
not expect adoption to have a material effect on its financial
position or results of operations.
MANAGEMENT'S ESTIMATES
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported assets and
liabilities and disclosures of contingent assets and liabilities at
the date of the financial statements and the reported amount of
revenues and expenses during the reporting period. Significant
areas requiring the use of management's estimates relate to
unguaranteed residual values, allowances on loss on removal of
leases prior to the expiration of the lease term, valuation
reserves on related party receivables, interest rates implicit in
the lease, future executory costs, lease renewal rates and
allowances for doubtful accounts receivable. Actual results could
differ from those estimates.
<PAGE>
NAMSCO CORPORATION AND SUBSIDIARY
SUMMARY OF ACCOUNTING POLICIES
(Concluded)
CONCENTRATIONS OF CREDIT RISKS AND FINANCIAL INSTRUMENTS
Financial instruments which potentially subject the Company to a
concentration of credit risk consist of cash, customer receivables
for trade accounts, leases, Tribute contracts, and advances to
related parties. Cash consists of funds placed on deposit with
various high credit quality financial institutions. Concentrations
of credit risk with respect to trade, lease and Tribute contract
receivables are limited due to the Company's geographically diverse
customer base. The Company controls credit risk on customer
receivables through credit approvals, credit limits and monitoring
procedures. Receivables from related parties are subject to credit
risks resulting from the potential declines in the value of pledged
collateral and the future earnings of the related party. The fair
value of the Company's cash and receivables is estimated by
management to approximate the recorded book value after
consideration of allowances and valuation reserves. The fair value
of debt instruments is estimated using the amount the Company would
have to pay to acquire risk-free assets to extinguish the
obligation in an in-substance defeasance.
<PAGE>
NAMSCO CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - PROCEEDINGS UNDER CHAPTER 11
In December 1991, NAMSCO Corporation (the "registrant" or
"Company") and National Music Service, Inc., its wholly owned
subsidiary, filed a petition for reorganization under Chapter 11 of
the United States Bankruptcy Code in the Eastern District of
Washington, in Spokane, Washington, under case numbers 91-03932-K11
and 91-0390-K11, respectively. The Company operated its business
as a "debtor-in-possession" until August 2, 1993, "the Effective
Date" of the Plan of Reorganization approved by the Bankruptcy
Court.
The Plan of Reorganization was approved by the Bankruptcy Court on
July 22, 1993 and provides for the payment in full of all
obligations of the Company, although at altered terms, and
retention by all equity holders of their common stock ownership in
the Company. Certain creditors elected to accept less than the
recorded amount of their obligation by receiving a lump sum payment
of $400 at confirmation of the Plan which resulted in a gain of
$80,000. Principal provisions of the Plan are as follows:
*The secured creditor retained its security interest in essentially
all assets of the Company and agreed to repayment of the loan
balance over a ten year period with interest at 11.5% (see Item 6,
Management's Discussion and Analysis of Financial Condition and
Plan of Operations). Under certain conditions relating to the
Company's liquidity, the secured creditor may impose standstill
periods whereby payments to unsecured creditors can be suspended
through November, 1995. These standstill periods were imposed by
the secured creditor and the last standstill period ended on
November 6, 1995.
*Senior Convertible Debentures, due July 1, 2003, were issued to
replace 13.5% Senior Convertible Debentures, due 1997. Interest
accrues beginning on the Effective Date at 8% and increasing 1% per
year beginning January 1, 1994 to a maximum rate of 11.5%. Any
unpaid interest resulting from the standstill periods imposed by
the secured creditor will be added to the principal balance of the
Senior Convertible Debentures. Interest due subsequent to the end
of the last standstill period is payable monthly. The principal
balance of the Debentures is due no later than August 2, 2003 with
earlier repayment if the Company achieves certain operational
goals. The Debentures can be converted at the option of the
debenture holder to common stock with the first $1,000,000
converted at $2.00 per share and remaining conversions at $2.50 per
share. All interest payments due after the end of the last
standstill period have not been made which constitutes an event of
default under the Plan of Reorganization.
<PAGE>
*Subordinated Notes (original 14% Notes due 1998) and certain
other subordinated debt will receive no payments until the secured
debt is repaid and Senior Convertible Debentures are also paid in
full. Interest will accrue on subordinated debt at the same rate
as the Senior Convertible Debentures but will not be paid until the
above creditors are paid in full.
*Unsecured trade creditors were to be paid over a period of five
years, beginning in 1994, or upon the end of the last standstill
period invoked by the secured lender, with interest at 8%. No
payments were made in 1995 or 1994 due to the imposition of
"standstill periods" by the secured creditor as provided in the
Plan and no payments were made subsequent to the end of the last
standstill period which constitutes an event of default under the
Plan of Reorganization.
<PAGE>
NAMSCO CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
*Unsecured priority taxes are to be paid over the statutory term
allowed which ranges from 48 to 72 months. Payments were made in
1993 on claims that were accepted. No payments were made in 1995
or 1994 due to the imposition of "standstill periods" by the
secured creditor as provided in the plan. Claims that were rejected
are being resolved and payments will commence on resolution of the
amounts due. No payments were made subsequent to the end of the
last standstill period which constitutes an event of default under
the Plan of Reorganization.
Note 2 - GOING CONCERN
The accompanying consolidated financial statements have been
prepared assuming that the Company will continue as a going
concern. At December 31, 1995, the Company was in default under
its secured credit agreement with a bank. The related debt was
classified as a current liability. The Company has negative
working capital as a result of this reclassification at December
31, 1995 and has suffered recurring losses which raise substantial
doubt about the Company's ability to continue as a going concern.
On September 5, 1996 the aforementioned bank was replaced by a
finance company as a replacement secured lender. The Company has
initiated discussions with the replacement secured lender to
restructure the debt. As a replacement secured lender, the terms,
guarantees and conditions of repayment of the previous borrowing
arrangement with the bank have not been formally revised. The
Company remains in violation of the continuing restrictive loan
covenants and in default under the secured credit agreement.
Accordingly, the remaining balance of this debt has been classified
as a current obligation. This resulted in the reclassification of
$7,344,597 of long term obligations as a current liability which
created negative working capital of $6,234,894. Without the
reclassification of the debt as a current liability, the Company
would have working capital of $1,109,703.
Under the provisions of the Plan of Reorganization approved by the
Bankruptcy Court on August 2, 1993, the bank (the secured creditor
under the Plan of Reorganization) could call for a "standstill
period" at any time which blocks payments under the Plan to all
unsecured creditors for a period of 120 days if the Company is not
in compliance with the secured credit agreement. Such a "standstill
period" was exercised beginning on March 10, 1994 and subsequent
"standstill periods" have been invoked through November 6, 1995.
The Company has made all regularly scheduled payments to the bank,
and the bank or the replacement secured lender cannot impose any
additional "standstill periods" under the Plan of Reorganization.
The accrued interest due unsecured creditors at the time the
initial "Standstill Period" was invoked was $176,821. During a
"standstill period", payments to unsecured creditors under the plan
are set aside and the non payment is not a default during the
"standstill period". At the end of the 120 day period, amounts due
unsecured creditors that have not been paid at the time the
"standstill period" was invoked must be paid in full unless another
"standstill period" is invoked by the bank. Through December 31,
1995, accrued interest due unsecured creditors of $437,240
excluding $842,858 of accrued interest added to the principal of
Senior Convertible Debentures were set aside to be paid after all
other payments have been made to the unsecured creditors not
receiving payments. No payments have been made by the Company to
these unsecured creditors subsequent to the last "standstill
period" which consstitutes an event of default under the Plan of
Reorganization.
<PAGE>
NAMSCO CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 2 - GOING CONCERN(Continued)
The Company has initiated certain actions to resolve the negative
working capital and return to profitable operations. Preliminary
negotiations are in progress with the replacement secured lender to
restructure or forgive a substantial portion of the related debt
and to reduce monthly cash payment requirements. No assurances can
be made at this time that this will occur. As part of its
continuing effort to respond to the changes in the market demand
for and the costs of its products, the Company has determined that
it is necessary to reduce the cost of its products in order to
remain competitive. Management anticipates this will allow basic
prices to be reduced which should result in an increase in
installations and greater overall profit. Preliminary plans
include continued use of RTA (Ready to Assemble) cabinet and
outsourcing the manufacturing of certain electronic components to
take advantage of the efficiency of production capabilities of
specific manufacturers. All aspects of the Company's operations
including operating and overhead costs are continually being
evaluated to monitor expenses and maintain control of costs of
daily operations of the Company. The Company has initiated cost
reduction procedures by reducing the number of staff positions.
Additionally, inventory levels are being continually monitored to
improve inventory turnover and cash flow.
Management believes that the execution of these plans can provide
sufficient liquidity for the Company to make required payments to
creditors and continue as a going concern.
Note 3 - ACCOUNTS RECEIVABLE
Accounts receivable at December 31, 1995 are as follows:
Trade accounts $ 440,061
Travel advances and other
employee receivables 146,796
Less allowance for doubtful accounts (145,328)
Total accounts receivable $ 441,529
<PAGE>
NAMSCO CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 4 - NET INVESTMENT IN SALES-TYPE LEASES
The following lists the components of the net investment in
sales-type leases as of December 31, 1995:
Future minimum lease payments to be received $26,187,774
Amounts representing estimated executory costs
(principally maintenance), including profits
thereon, included in future minimum lease payments (2,782,803)
Minimum lease payments receivable 23,404,971
Allowance for anticipated removals of leases
prior to the expiration of the lease term (593,223)
Net minimum lease payments receivable 22,811,748
Estimated unguaranteed residual values of lease
equipment, net of $150,000 valuation allowance 4,858,027
Unearned finance revenue (at rates from
10% to 14.75%) on future minimum lease payments (8,413,107)
Net investment in sales-type leases 19,256,668
Current portion (3,287,954)
Non-current portion $15,968,714
Number of music systems under contract:
Music equipment lease agreements 3,271
Music library service agreements 865
Equipment maintenance agreements 52
Total number of systems serviced 4,188
Estimated future minimum lease payments at December 31, 1995 are as
follows:
1996 $4,703,324
1997 4,027,680
1998 3,820,796
1999 3,409,648
2000 2,935,649
Thereafter 7,290,677
Total future
minimum lease payments $26,187,774
Total future minimum lease payments represent contractual payments
required over the remaining terms of existing lease contracts. A
high percentage of customers retain the leased equipment at the
expiration of the lease term and continue making payments either on
a month-to-month basis or under a second lease agreement. Total
future minimum payments exclude revenue from units rented on a
month to month rental basis (see Note 7).
<PAGE>
NAMSCO CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 5 - NOTES RECEIVABLE - TRIBUTE CONTRACTS
Tribute contracts are non-interest bearing and are therefore
discounted to arrive at the present value at December 31, 1995,
which is computedas follows:
Contractual payments required $ 549,036
Amounts representing estimated executory
costs for future delivery of tapes and
Tribute contract maintenance (125,520)
Minimum payments receivable 423,516
Unearned finance revenue
(at rates from 10.5% - 14.75%) (59,282)
Net notes receivable - Tribute contracts 364,234
Current portion (280,377)
Non-current portion $ 83,857
Number of tribute contracts:
Contracts due monthly 418
Contracts paid in full 5
Total tribute accounts serviced 423
Estimated future minimum contractual payments required under
Tribute contracts at December 31, 1995 are as follows:
1996 $ 311,445
1997 114,301
1998 58,084
1999 34,806
2000 30,400
$ 549,036
Note 6 - INVENTORIES
Inventories at December 31, 1995 are summarized as follows:
Finished products $1,048,883
Work-in-progress 42,405
Raw materials 368,305
Total inventories $1,459,593
<PAGE>
NAMSCO CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 7 - RENTAL EQUIPMENT
Upon expiration of a lease, the music system is placed on a
"rental" status and is billed monthly. Rental income is recognized
as rent becomes due. The Company offers an 8% discount to
customers who prepay rental payments for up to one year in advance
and a 25% discount for customers who prepay rental payments for 5
years. Such prepayments are recorded as advance collections and
recognized as rental income over the prepayment period.
Monthly rental customers that sign a new lease agreement create a
new sales-type lease. The depreciated cost of the related rental
equipment is expensed to cost of sales. Amounts removed from
rental equipment and charged to cost of sales were $163,500 for the
year ended December 31, 1995.
Rental equipment at December 31, 1995, is summarized as follows:
Cost (residual value of sales-type
leases at end of lease term) $1,309,054
Less accumulated depreciation (344,600)
Rental equipment $ 964,454
Number of units
Balance, beginning of year 911
Sales-type leases converted to rentals 119
Rentals converted to sales-type leases ( 95)
Equipment removed from service ( 87)
Balance, end of year 848
Note 8 - OPERATING EQUIPMENT AND LEASEHOLD IMPROVEMENTS
Operating equipment and leasehold improvements are summarized as
follows:
Useful Life
or Lease Term
Factory, studio and video production
equipment 5-10 years $ 750,501
Video production tapes 10-25 years 772,563
Library of music recordings 10-25 years 1,289,792
Automobile and trucks 3-4 years 680,568
Office and computer equipment 5-10 years 813,261
Leasehold improvements 15-30 years 339,403
4,646,088
Less allowance for depreciation
and amortization (1,954,544)
Operating equipment and leasehold improvements $2,691,544
<PAGE>
NAMSCO CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 9 - LONG-TERM DEBT
Long-term debt at December 31, 1995, consists of the following:
11.5% note payable to a finance company as the
replacement secured lender, maturing $137,969
monthly including interest, collateralized by
substantially all Company assets and personal
guarantee of Company's president, due August 2, 2003,
in default and classified as a current liability $8,045,082
Senior Convertible Debentures, interest due monthly,
11% in 1996, increasing to 11.5% maximum in 1997,
due July 1, 2003. Includes capitalized interest. 5,858,156
Subordinated notes payable, maturing 2003, interest
accrues monthly at 11% in 1996 increasing to a maximum
of 11.5% in 1997, interest due at maturity. Includes
$62,964 of notes payable to the Company's president
and a stockholder 629,703
15.3% - 17% notes payable, maturing $23,116 monthly
including interest, maturing through 1999,
collateralized by certain lease contracts 5,722,208
10.7% - 17.5% notes and capital leases due various
lenders, payments due monthly including interest,
maturing at various dates through 1999,
collateralized by automobiles and other equipment 419,414
Amounts due unsecured creditors (trade and priority taxes)
under plan of reorganization, payable $67,685 quarterly,
including interest at 7% to 8%, maturing through 1999 972,571
21,647,134
Less current maturities (9,889,035)
Long-term debt, less current maturities $11,758,099
Scheduled future maturities of long-term debt are as follows:
1996 9,889,035
1997 1,860,765
1998 1,896,612
1999 1,564,216
2000 628,945
Thereafter 5,807,561
$21,647,134
<PAGE>
The fair value of the above debt (estimated using the amount
Company would have to pay to acquire risk-free assets to extinguish
the obligation under an in-substance defeasance) is $19,276,000
using the above scheduled future maturities of long-term debt
discounted at the risk free interest rate (5%
at December 31, 1995).
<PAGE>
NAMSCO CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 9 - LONG-TERM DEBT (Continued)
The credit agreement with the replacement secured lender requires
the Company to maintain certain operational ratios and specifically
limits certain activities and the amounts paid to principal
officers and stockholders. The significant provisions of the
agreement are as follows:
*Maintain specific ratio of collateral to loan balance due the
bank.
*Maintain positive cash flow on a monthly and cumulative basis.
*limit annual capital expenditures.
*Maintain specific net worth and leverage ratios.
*Limit salary and payments to officers and certain stockholders.
*Timely payment of taxes and obligations to governmental entities.
At December 31, 1995, the Company had not complied with all
provisions of the agreement. Specific areas of non-compliance
related to maintaining specific ratios, maintaining positive cash
flow, the timely payment of taxes and limiting annual capital
expenditures. The replacement secured lender has not waived
compliance for the period. Since the replacement secured lender
could call the loan at any time due to the Company's non-compliance
with provisions of the loan agreement, (See Note 2) the loan has
been classified as a current liability.
The Company factors certain music playback system leases with the
unrelated finance company, which assumed the banks secured position
under the aforementioned credit agreement, with full recourse. The
Company assigns the leases and the related payments are collected
by the finance company. The Company records a liability related to
the unamortized portion of the cash proceeds received for the
leases, which approximates what the Company's liability to the
finance company will be if the assigned leases default. This
liability is amortized over the life of the lease using the
implicit interest rate of the financing.
Principal payments are due on the Senior Convertible Debentures
beginning in 1996 if the Company achieves certain financial goals.
When the Company's principal secured lender is paid in full, the
balance due on the Debentures is to be amortized over a three year
term. In any event, the Senior Convertible Debentures are to be
paid in full no later than August 2, 2003.
On March 10, 1994 the secured creditor/bank implemented a
"standstill period" as provided in the Plan of Reorganization which
restricts the Company from making payments on amounts due to the
debenture holders as well as the unsecured trade creditors. The
original 120 day "standstill period" expired on July 7, 1994 and
subsequent "standstill periods" through November 6, 1995 have been
invoked by the secured creditor. The Plan of Reorganization
provides that no "default" will result from failure to make
payments to debenture holders or other unsecured creditors during
a standstill period. See Note 2 for additional discussion of the
non-compliance by the Company under the secured credit agreement
and the effects of the "standstill periods".
No payments were made to unsecured trade creditors during 1995 due
to the imposition of the "standstill periods" by the secured
creditor. The Company is currently delinquent in making these
payments due after the expiration of the "standstill period".
<PAGE>
NAMSCO CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 10 - INCOME TAXES
A reconciliation of the expected statutory federal income tax
benefit and the effective tax (expense) benefit is as follows:
1995 1994
Amount % Amount %
Expected tax benefit $ 107,581 34.0 $566,465 34.0
Permanent differences (43,328) (13.7) (34,343) (2.1)
Adjustment to NOL &
Tax credit
carryforwards (580,053) (183.3) (138,122) (8.3)
Effective tax
(expense)benefit $(515,800) (163.0) $394,000 23.6
The Company has a net deferred long term income tax liability of
$4,202,520 as of December 31, 1995 resulting principally from the
Company's use of the operating method of accounting for lease
income from music playback systems for tax purposes and a net
deferred long term asset of $2,970,275 resulting from the
anticipated future benefit of unused tax net operating loss
carryforwards and tax credit carryforwards. A deferred tax asset
valuation allowance of $207,000 has been provided as management
considers the Company's ability to fully utilize the net operating
loss carryforwards and tax credit carryforwards to be less likely
than "more likely than not" standards imposed by SFAS No. 109.
Unused net operating losses and tax credits available at December
31, 1995 for carryforward against future taxable income and income
taxes are as follows:
Investment
Expiring Operating Tax
December 31, Losses Credits
1996 $ 887,400 $41,500
1997 - 29,600
1998 - 9,000
1999 388,700 22,300
2000 399,300 24,800
2002 348,300 -
2004 1,534,300 -
2005 1,114,600 -
2006 484,300 -
2007 622,400 -
2008 806,800 -
2009 1,776,522 -
$8,362,622 $127,700
<PAGE>
NAMSCO CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 11 - RELATED PARTY TRANSACTIONS
Notes and advances from related parties include amounts due from
the Company's President, Merrill P. Womach, of $587,877, plus
accrued interest of $49,201 at December 31, 1995 and are
collateralized by the President's stock in the Company. No
repayments were made during 1995 and no interest has been accrued
on these amounts since December 31, 1991. At December 31, 1992, the
Company recorded a valuation reserve of $246,200 to reflect the
inability to value certain personal assets of Mr. Womach that may
be used as repayment. The Company's President has also personally
guaranteed amounts due from other related parties aggregating
$24,629 at December 31, 1995.
Notes payable to related parties at December 31,1995 are included
in subordinated notes payable (Note 9) and consist of a note
payable to the Company's President in the amount of $19,902 and a
note payable to a stockholder in the amount of $43,062.
The Company has an agreement with it's President (and founder)
Merrill P. Womach, which provides for a monthly royalty to him of
$5.00 for each of the Company's active music installations. The
royalties will be due only on a prospective basis when notice is
given by Mr. Womach, or in the event of a change of control of Mr.
Womach's stock ownership, the royalties shall be due from August 2,
1993, the effective date of the royalty agreement. Royalties that
would be paid to Mr. Womach have been assigned to the bank as part
of his personal guarantee of the amounts due under the credit
agreement. No notice regarding payment of these royalties has been
given and no royalties were paid under this agreement in 1995 or
1994.
The Company leases its production and administrative building
facilities from the Company's president and a stockholder under an
operating lease agreement, which requires monthly payments of
$8,093 plus maintenance, repairs, utilities and taxes, through
October, 2001. Rent expense totaled $97,116 for the year ended
December 31, 1995 and 1994. Future minimum lease payments are
$97,116 for each year from 1996 through 2001.
<PAGE>
During 1995 and 1994 National Music Service, Incorporated partially
funded research and development activities conducted by National
Management Software, a company owned by a significant stockholder
of the Company. The products resulting from the research and
development were various software programs and other related
products. In exchange for this funding, which totaled $185,000 and
$150,000 in 1995 and 1994, National Management Software in 1996
licensed the marketing and sales of the software products to
National Music Service, Incorporated. Under an agreement between
the stockholder and National Music Service, Incorporated, the
related stockholder's company will be paid royalties commencing
from January 1, 1996 in exchange for all the revenue derived from
the sale of the software programs and other related products.
<PAGE>
NAMSCO CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 12 - COMMITMENTS AND CONTINGENT LIABILITIES
The Company has sold certain installment contracts receivable for
the installation of music playback systems and tribute programs to
an unrelated finance company. The contracts are due over five
years with interest at 15.3% to 17%. In the event of default by
the payor, the Company has agreed to full recourse for the amount
of the payments outstanding at the time of default. The unpaid
principal balance of the sold contracts at December 31, 1995 was
$5,008,027.
Production and storage facilities adjacent to the Company's
administrative building are occupied under a lease expiring August
31, 1999 from a minority stockholder. Rent expense under this
lease was $44,576 for 1995 and $42,864 for 1994. Minimum future
lease payments are $46,356 in 1996, $48,212 in 1997, $50,136 in
1998 and $34,304 in 1999.
In 1994, The Company adopted a 401-K Employee savings and
Retirement Plan for all employees which allows pre-tax
contributions to an investment account. Matching contributions by
the Company are on a discretionary basis. No contributions were
made by the Company in 1995 or in 1994.
SIGNATURES
Pursuant to the requirement of Section 13 or 15(d) of the
Securities and exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the under-signed,
thereunto duly authorized.
NAMSCO Corporation
Date:_________________ By ______________________________
Merrill P. Womach
President and Chief Executive
Officer, and Acting Secretary and
Acting Treasurer
(Principal Executive Officer)
Pursuant to the requirements of the Securities and Exchange 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 dates
indicated.
Date:_________________ By ______________________________
Merrill P. Womach
President, Chief Executive
Officer, Acting Secretary and
Acting Treasurer and Director
(Principal Executive Officer)
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<FISCAL-YEAR-END> DEC-31-1995
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