Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter ended March 31, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-20786
ALBARA CORPORATION
(Exact name of registrant as specified in its charter)
Colorado 84-1076959
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
610 South Frazier
Conroe, Texas, 77301 (409) 539-2992
(Address of principal executive offices) (Issuer's Telephone Number)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, no
par value
Check whether the issuer (1) has filed all reports required to be filed by
section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such
report(s), and (2) has been subject to such filing requirements for the past 90
days.
(1) Yes No X (2) Yes X No
------- -------- -------- --------
Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-K is not contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ ]
State issuer's revenues for its most recent fiscal year: December 31, 1998 -
$0.
State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the average bid and asked prices of such stock, as of a
specified date within the past 60 days: $120,000 based on 1,003,483 shares held
by non-affiliates and a price of $0.12 per share, which is the average of the
bid and ask price listed on the Bulletin Board for a share of stock on June 29,
1999. As of June 29, 1999, 1,461,503 shares of common stock, no par value,
were outstanding.
1
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PART I
------
FINANCIAL INFORMATION
---------------------
ITEM 1. FINANCIAL STATEMENTS
- -------------------------------
Financial Statements
- ---------------------
The unaudited financial statements of Albara Corporation for the quarter
ended March 31, 1999 follow. The financial statements reflect all adjustments
which are, in the opinion of management, necessary to a fair statement of the
results for the interim period represented. The Company's independent public
accountant has not performed a review of the interim financial information.
It is suggested that these financial statements be read in conjunction with the
financial statements and notes thereto included in the annual report on Form
10-KSB for the year ended December 31, 1998.
Index to Financial Statements
- --------------------------------
Page
----
Balance Sheets - Unaudited March 31, 1999 and Audited 3
December 31, 1998
Unaudited Statements of Operations - Quarter 4
ended March 31, 1999 and March 31, 1998
Unaudited Statements of Cash Flows - 5
Quarter ended March 31, 1999 and March 31, 1999
Notes to Financials 6
2
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<TABLE>
<CAPTION>
ALBARA CORPORATION
BALANCE SHEETS
Unaudited March 31, 1999, and Audited December 31, 1998
3/31/99 12/31/98
------------ ------------
ASSETS
<S> <C> <C>
Cash $ 45,193 $ 124,990
TOTAL ASSETS $ 45,193 $ 124,990
============ ============
LIABILITIES AND EQUITY
Current Liabilities
Accrued Expenses $ 4,785 $ 38,285
Accrued Compensation - officer 133,753 141,752
Notes Payable 0 3,314
------------ ------------
Total Current Liabilities 138,538 183,351
TOTAL LIABILITIES 138,538 183,351
------------ ------------
STOCKHOLDERS' EQUITY
Preferred stock, Series C, convertible, no par 0 0
value per share, 185 shares authorized, 185
shares issued.
Preferred stock, Series F, convertible, no par value 14,625 14,625
per share, 250 shares authorized, 195
shares issued.
Common Stock, no par value per share, 3,913,788 3,913,788
6,666,667 shares authorized and
1,461,503 shares issued.
Accumulated Deficit (4,021,758) (3,986,774)
------------ ------------
TOTAL EQUITY (93,345) (58,361)
------------ ------------
TOTAL LIABILITIES AND EQUITY $ 45,193 $ 124,990
============ ============
</TABLE>
3
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<TABLE>
<CAPTION>
ALBARA CORPORATION
UNAUDITED STATEMENTS OF OPERATIONS
Quarter ended March 31, 1999 and 1998
Quarter Quarter
Ended 3/31/99 Ended 3/31/98
--------------- ---------------
<S> <C> <C>
SALES $ 0 $ 0
GENERAL AND ADMINISTRATIVE EXPENSES
Professional Fees 96 93
Personnel 33,000 33,000
Insurance 787 2,114
Property Taxes 0 0
Other 762 1,506
Depreciation 0 3,992
--------------- ---------------
Total General & Administrative Expenses 34,645 40,705
LOSS FROM OPERATIONS (34,645) (40,705)
--------------- ---------------
OTHER INCOME (EXPENSE)
Interest income 728 0
Interest expense (66) (4,472)
Other 0 0
--------------- ---------------
Total Other Income (Expense) 661 (4,472)
NET LOSS BEFORE FEDERAL INCOME TAX (33,983) (45,178)
--------------- ---------------
FEDERAL INCOME TAX EXPENSE 0 0
NET LOSS ($33,983) ($45,178)
=============== ===============
LOSS PER COMMON AND
COMMON EQUIVALENT SHARE
Basic ($0.02) ($0.02)
Diluted ($0.02) ($0.02)
AVERAGE NUMBER OF COMMON AND
COMMON EQUIVALENT SHARES
Basic 1,461,503 1,461,503
Diluted 1,481,003 1,481,003
</TABLE>
4
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<TABLE>
<CAPTION>
ALBARA CORPORATION
STATEMENTS OF CASH FLOWS
Quarter ended March 31, 1999 and 1998
Quarter Ended
---------------------------
3/31/99 3/31/98
--------------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C>
Net Income (Loss) ($33,983) ($45,178)
Adjustments to reconcile net income
to net cash provided by operating activities
Depreciation and Amortization 0 3,992
Increase (Decrease) in cash from changes in (41,499) 101,374
--------------- ----------
operating working capital
Total Adjustments (41,499) 105,366
--------------- ----------
NET CASH (USED) PROVIDED BY OPERATING ACTIVITIES (75,482) 60,188
--------------- ----------
NET CASH FROM (USED) IN INVESTING ACTIVITIES 0 0
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of short-term and long-term debt (4,315) (10,535)
--------------- ----------
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES (4,315) (10,535)
--------------- ----------
NET INCREASE (DECREASE) IN CASH (79,797) 49,653
CASH, BEGINNING 124,990 1,684
--------------- ----------
CASH, ENDING $ 45,193 $ 51,337
=============== ==========
INCREASE (DECREASE) IN CASH FROM CHANGES
IN OPERATING WORKING CAPITAL
Accounts Receivable - Affiliate 0 120,000
Accrued Expenses (33,500) (29,657)
Accrued Compensation - officer (7,999) 11,031
--------------- ----------
($41,499) $ 101,374
=============== ==========
SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION
Cash paid during quarter for interest $ 66 $ 4,472
Cash paid during quarter for income taxes 0 0
</TABLE>
5
<PAGE>
ALBARA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE QUARTER ENDED MARCH 31, 1999
AND THE YEAR ENDED DECEMBER 31, 1998
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared by the
Company in accordance with the rules and regulations of the Securities and
Exchange Commission and do not include all the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (which include only
normal recurring adjustments) necessary to fairly present the financial
position, results of operations and cash flows as of March 31, 1999 and for all
periods presented have been made. These financial statements should be read in
conjunction with the financial statements and notes thereto included in the
Company's Annual Report on Form 10-KSB for the year ended December 31, 1998. No
significant changes in accounting principles have occurred subsequent to
December 31, 1998.
The results of operation for the periods ended March 31, 1999 and 1998 are not
necessarily indicative of the results to be expected for the full year.
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
-----------------------------------------------
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
Albara Corporation ("Albara") is a Colorado corporation organized in
January, 1988. Albara has always been a holding company and has never conducted
any operations directly. Prior to 1998, Albara, through its former operating
subsidiaries, Micro Business Solutions, Inc., d/b/a "Hardware That Fits", and
Software Technologies, Inc., d/b/a "Helix Technologies", marketed laser printer
consumables and developed, published and marketed software for the Apple
Macintosh microcomputer (the "Macintosh") which is manufactured by Apple
Computer, Inc. ("Apple"). Marketing of its products was performed via direct
response marketing, authorized dealers and value-added resellers. Direct
response marketing is a segment of the retail business where sales are solicited
via advertising and direct mailings supplemented by telephone communications
with little or no face-to-face contact between the seller and the buyer.
In December 1997, due to diminishing sales, the Company sold its Helix
technology to an independent third party, The Chip Merchant, and discontinued
all of its remaining operations. On December 31, 1997, the Company disposed of
its two operating subsidiaries to the President of the Company, Mr. Real
Provencher. The transaction was a non-cash transaction resulting in
transferring $245,000 in assets and $334,000 in liabilities to Mr. Provencher
for a net increase to the Company's stockholder equity of $89,000, the amount by
which such liabilities exceeded such assets. In addition, in early January
1998, one of the Company's former operating subsidiaries now owned by Mr.
Provencher paid the Company $120,000 from the proceeds of the sale of Helix
technology in satisfaction of its outstanding liability to the Company. Since
January 1998, the Company has been a development stage company and no longer has
operations of any kind.
Results of Operations: Quarter Ended March 31, 1999 Compared to the
-------------------------------------------------------------------
Quarter Ended March 31, 1998
----------------------------
The following discussion should be read in conjunction with the Financial
Statements and related notes thereto included elsewhere in this Form 10-QSB and
in the Company's 1998 annual report on Form 10-KSB. The operations of the
Company were discontinued in December 1997, and the subsidiaries conducting
those operations were disposed of at that time. The Company has not conducted
business operations of any kind since the disposition of these operating
subsidiaries. Since December 31, 1997, the Company has been a development stage
company with no operations.
Sales: The Company is a development stage holding company with no sales or
revenues.
General and administrative expenses: General and administrative expenses
for the quarter ended March 31, 1999, decreased $6,000, from $41,000 to $35,000,
a 15% decrease compared to first quarter of 1998. This decrease is attributed
to the sale of the Company's building and property in November 1998. In 1999,
insurance expenses will be substantially reduced and the Company will not incur
depreciation expenses associated with the property.
7
<PAGE>
Net Income/Loss: Net loss for the quarter ended March 31, 1999 was $34,000 as
compared to net loss of $45,000 in the first quarter of 1998. This improvement
is attributed to the sale of the Company's building and property in November
1998. In 1999, insurance expenses will be substantially reduced, no mortgage
interest will be expensed and the Company will not incur depreciation expenses
associated with the property,
Liquidity and Capital Resources
- ----------------------------------
Since inception, the Company has suffered from limited availability of
working capital. Bank lines of credit have been limited and in some instances
have required the personal guaranty of the Company's President, Mr. Provencher.
Over the past few years, the Company has not had access to any external sources
of working capital. All working capital requirements have been met by
internally generated cash flows from the sale of its Helix technology and real
property as described below.
On April 16, 1993, the Company entered into a loan transaction with Barbara
A. Provencher, Secretary and Director of the Company. The Company borrowed
$150,000 bearing interest at prime rate plus 2% (i.e., 8% per annum in 1998).
The Company agreed to make monthly principal and interest installment payments
of $12,500 with a final payment of the remaining principal and interest due on
October 15, 1993. The Company repaid this obligation in full in early 1999. At
December 31, 1998, the note payable had a balance of approximately $3,000.
On December 31, 1997, the Company sold its Helix technology along with
related trademarks and copyrights to an independent third party, The Chip
Merchant for the sum of $120,000. After the completion of that sale the
subsidiary was disposed of. The cash from the sale of Helix technology was paid
to the Company in early January 1998 (see below).
On December 31, 1997, the Company disposed of its two operating
subsidiaries to the President of the Company, Mr. R al Provencher. The
transaction was a non-cash transaction resulting in transferring $245,000 in
assets and $334,000 in liabilities to Mr. Provencher for a net increase to the
Company's stockholder equity of $89,000. In addition, in early January 1998,
one of the Company's former operating subsidiaries now owned by Mr. Provencher,
paid the Company $120,000 from the proceeds of the sale of Helix technology in
satisfaction of its outstanding liability to the Company.
In November 1998, the Company sold its land and building for the sum of
$401,000 net of certain selling expenses. After repayment of the outstanding
mortgage balance and taxes of $177,000, this transaction provided the Company
$216,000 of cash.
As of December 31, 1998, the Company had net tax loss carryforwards of
approximately $528,000 which begin to expire in 2008. (See Note D in the
Financial Statements and related notes included in the Company's 1998 annual
report on Form 10-KSB for additional information about the Company's tax
position).
8
<PAGE>
Plan of Operation
- -------------------
The Company does not currently have any external sources of working
capital. The Company's officers and directors (the "Management") has not
entered into any commitments for research and development or for capital
expenditures. However, the limited working capital availability of the company
will suffice to cover general and administrative expenses excluding salaries for
its officers for approximately one year. No additional employees are expected
in the foreseeable future.
While the Company has not engaged in any business activities since December
1997, Management believes that it may be possible to recover some value for the
stockholders by restructuring the Company to effect a business combination
transaction with a suitable privately-held company that has both business
history and operating assets.
Management believes the Company will offer owners of a suitable privately-held
company the opportunity to acquire a controlling interest in a public company at
substantially less cost than would otherwise be required to conduct an initial
public offering. Nevertheless, Management is not aware of any empirical
statistical data that would independently confirm or quantify Management's
beliefs concerning the perceived value of a merger or acquisition transaction
for the owners of a suitable privately-held company. The owners of any existing
business selected for a business combination with the Company will incur
significant costs and expenses, including the costs of preparing the required
business combination agreements and related documents, the costs of preparing a
Current Report on Form 8-K describing the business combination transaction and
the costs of preparing the documentation associated with any future reporting
under the Securities Act.
The Company expects to initiate a search for a suitable privately-held
company in 1999. If successful, this type of business combination is often
referred to as a "blind pool" because stockholders will not ordinarily have an
opportunity to analyze the various business opportunities presented to the
Company, or to approve or disprove the terms of any business combination
transaction that may be negotiated by Management on behalf of the Company.
Consequently, the Company's potential success will be heavily dependent on the
efforts and abilities of its officers and directors, who will have virtually
unlimited discretion in searching for, negotiating and entering into a business
combination transaction. Management has had limited experience in effecting
these type of business combinations. Although Management believes the Company
will be able to enter into a business combination within 12 months, there can be
no assurance as to how much time will elapse before a business combination is
effected, if ever. The Company will not restrict its search to any specific
business, industry or geographical location, and the Company may participate in
a business venture of virtually any kind or nature.
Management anticipates that the selection of a business opportunity for the
Company will be complex and extremely risky, because of general economic
conditions, rapid technological advances being made in some industries, and
shortages of available capital. Management believes there are numerous
privately-held companies seeking the perceived benefits of a publicly traded
corporation. Such perceived benefits may include facilitating debt financing or
improving the terms on which additional equity may be sought, providing
liquidity for the principals of the business, creating a means for providing
incentive stock options or similar benefits to key employees, providing
liquidity for all stockholders and other factors.
9
<PAGE>
Potential opportunities may occur in many different industries and at various
stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex. Management anticipates that the Company will be able to
participate in only one business venture. This lack of diversification should
be considered a substantial inherent risk because it will not permit the Company
to offset potential losses from one venture against gains from another.
Moreover, due to the Company's lack of any meaningful financial, managerial or
other resources, Management believes the Company will not be viewed as a
suitable business combination partner for either developing companies or
established businesses that are in need of substantial additional capital.
Acquisition Opportunities
- --------------------------
In implementing a particular business combination transaction, the Company may
become a party to a merger, consolidation, reorganization, joint venture,
franchise or licensing agreement with another corporation or entity. It may
also purchase stock or assets of an existing business. After the consummation
of a business combination transaction, it is likely that the present
stockholders of the Company will only own a small minority interest in the
combined companies. In addition, as part of the terms of the acquisition
transaction, all of the Company's officers and directors will ordinarily resign
and be replaced by new officers and directors without vote of the stockholders.
Management does not intend to obtain the approval of the stockholders prior to
consummating any acquisition other than a statutory merger that requires a
stockholder vote.
It is anticipated that any securities issued in a business combination
transaction will be issued in reliance on exemptions from registration under
applicable Federal and state securities laws. In some circumstances, however,
as a negotiated element of a business combination, the Company may agree to
register such securities either at the time the transaction is consummated or at
some specified time thereafter. The issuance of substantial additional
securities and their potential sale into any trading market that may develop may
have a depressive effect on such market. While the actual terms of a
transaction to which the Company may be a party cannot be predicted, it may be
expected that the parties to the business transaction will find it desirable to
avoid the creation of a taxable event and thereby structure the acquisition in a
so called "tax free" reorganization under Sections 368 or 351 of the Internal
Revenue Code of 1986, as amended (the "Code"). In order to obtain tax free
treatment under the Code, it may be necessary for the owners of the acquired
business to own 80% or more of the voting stock of the surviving entity. In
such event the stockholders of the Company would retain less than 20% of the
combined companies, which could result in significant dilution in the equity of
such stockholders. The Company intends to structure any business combination
transaction in such manner as to minimize federal and state tax consequences to
the Company and any target company.
As part of the Company's investigation of potential business opportunities,
Management may visit and inspect material facilities, obtain independent
analysis or verification of certain information provided, check references of
management and key personnel, and take other reasonable investigative measures,
to the extent of the Company's limited resources and Management's limited
expertise. The manner in which the Company participates in an opportunity will
depend on the nature of the opportunity, the respective needs and desires of the
Company and other parties, and the relative negotiating strength of the Company
and such other management.
10
<PAGE>
With respect to any business combination negotiations, Management will
ordinarily focus on the percentage of the Company which target company
stockholders would acquire in exchange for their ownership interest in the
target company. Depending upon, among other things, the target company's assets
and liabilities, the Company's current stockholders will in all likelihood only
own a small minority interest in the combined companies upon completion of the
business combination transaction. Any business combination effected by the
Company can be expected to have a significant dilutive effect on the percentage
of shares held by the Company's current stockholders.
Upon completion of a business combination transaction, there can be no assurance
that the combined companies will have sufficient funds to undertake any
significant development, marketing and manufacturing activities. Accordingly,
the combined companies may be required to either seek additional debt or equity
financing or obtain funding from third parties, in exchange for which the
combined companies might be required to issue a substantial equity position.
There is no assurance that the combined companies will be able to obtain
additional financing on terms acceptable to the combined companies.
It is anticipated that the investigation of specific business opportunities and
the negotiation, drafting and execution of relevant agreements, disclosure
documents and other instruments will require substantial management time and
attention and substantial costs for accountants, attorneys and others. If a
decision is made not to participate in a specific business opportunity the costs
incurred in the related investigation would not be recoverable. Furthermore,
even if an agreement is reached for the participation in a specific business
opportunity, the failure to consummate that transaction may result in the loss
to the Company of the related costs incurred.
11
<PAGE>
PART II
-------
OTHER INFORMATION
-----------------
ITEM 1. LEGAL PROCEEDINGS
-------------------------
Suit was filed by The Chip Merchant against the Company, the Company's
President, Mr. Provencher, and the Company's former subsidiary, Software
Technologies, Inc., in September, 1998, in the 359th District Court of
Montgomery County, Texas, for unspecified damages alleging that certain items
sold to The Chip Merchant in December, 1997, were never delivered. This lawsuit
was withdrawn by The Chip Merchant in May, 1999.
ITEM 2. CHANGES IN SECURITIES
-----------------------------
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
---------------------------------------
None.
ITEM 4.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
----------------------------------------------------------
None.
ITEM 5. OTHER INFORMATION
-------------------------
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
----------------------------------------
a.) EXHIBITS
None.
b.) REPORTS ON FORM 8-K
None.
12
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SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ALBARA CORPORATION
By: /s/ REAL PROVENCHER
------------------------
Real Provencher
President and Chief Financial Officer
DATE: June 30, 1999
13
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 45
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 45
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 45
<CURRENT-LIABILITIES> 139
<BONDS> 0
<COMMON> 3914
0
15
<OTHER-SE> (4023)
<TOTAL-LIABILITY-AND-EQUITY> 45
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 34
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (34)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (34)
<EPS-BASIC> (.02)
<EPS-DILUTED> (.02)
<PAGE>
</TABLE>
