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FORM 10-QSB/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
---------------------------------
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31,
1996 AS AMENDED.
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
______ TO ______.
Commission file number 0-25194
INTERAMERICAS COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
TEXAS 87-0464860
(State of Incorporation) (IRS Employer Identification)
1221 Brickell Ave.
Suite 900
Miami, FL 33131 33149
(Address of principal executive office) (Zip Code)
Registrant's telephone number:
(305) 361-8484
Indicate by check mark whether the registrant (1) filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the past 12 months (or for such shorter period that the registrant was required
to file such reports),
YES X
----
and (2) has been subject to such filing requirements for the past 90 days.
YES X
----
State the number of shares outstanding of each of the issuer's classes of common
equity, as of May 14, 1996 - 13,463,476 Shares.
The Company started to depreciate in the second quarter interim financial
statements certain assets which were in use in the first quarter. This
amendment is being filed to restate the Company's first quarter interim
financial statements for the depreciation expense not provided to those assets
already in use in the first quarter.
NOTE: Page 1 of 14 Sequentially numbered pages
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INTERAMERICAS COMMUNICATIONS CORPORATION
INDEX
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Page
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Part I. Financial Information
Item 1. Financial Statements:
Balance Sheet as of March 31, 1996
and December 31, 1995........................................................3
Statement of Operations - Three Months
Ended March 31, 1996 and 1995................................................4
Statement of Cash Flows - Three Months ended
March 31, 1996 and 1995......................................................5
Notes to Financial Statements..................................................6
Item 2. Management's Discussion and Analysis of Results
of Operations, Financial Conditions and
Liquidity of Capital Resources...............................................6
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K..............................................11
</TABLE>
2
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INTERAMERICAS COMMUNICATIONS CORPORATION
BALANCE SHEET (UNAUDITED)
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COMBINED COMBINED
CONSOLIDATED CONSOLIDATED
MARCH 31, DECEMBER 31,
1996 1995
(UNAUDITED) (AUDITED)
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ASSETS
Current Assets:
Cash and cash equivalents $ 1,189,567 $ 57,000
Acounts Receivable 57,199 8,000
Other Receivables -- 7,000
Prepaid Expenses 134,796 119,000
Due from Related Parties 89,828 93,000
Other Currents Assets 20,808 4,000
------------ ------------
Total Current Assets 1,492,198 288,000
------------ ------------
Equipment at cost, less
Accumulated Depreciation 2,801,698 2,885,000
Intangible Assets, net 1,234,083 1,166,000
Other Assets 2,760 8,000
------------ ------------
4,038,541 4,059,000
------------ ------------
TOTAL ASSETS $ 5,530,739 $ 4,347,000
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable - Related Parties $ 38,784 $ 698,000
- Other 954,211 423,000
Accrued Expenses 15,889 536,000
Note Payable - Related Parties -- 634,000
- Other 1,051,450 1,013,000
Lease obligation - Current 11,000 11,000
------------ ------------
Total Current Liabilities 2,071,334 3,315,000
Lease Obligation - less current portion 210,000 210,000
Deferred Income Taxes 152,000 152,000
------------ ------------
Total Liabilities 2,433,334 3,677,000
------------ ------------
Stockholders' Equity:
Preferred Stock, $.001 par value,
Authorized 10,000,000 shares
None issued -- --
Common Stock, $.001 par value,
Authorized 50,000,000 shares
13,463,476 issued and outstanding 13,463 12,000
Additional Paid in Capital 9,188,140 6,153,000
Cumulative Translation Adjustment 42,498 30,000
Accumulated Deficit (6,146,696) (5,525,000)
------------ ------------
Total Stockholders' Equity 3,097,405 670,000
------------ ------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 5,530,739 $ 4,347,000
============ ============
</TABLE>
3
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INTERAMERICAS COMMUNICATIONS CORPORATION
STATEMENT OF OPERATIONS (UNAUDITED)
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<CAPTION>
THREE MONTHS ENDED
MARCH 31,
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1996 1995
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SALES $ 58,468 $ 37,000
COST OF SALES 159,685 179,000
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GROSS PROFIT (101,217) (142,000)
------------ -----------
EXPENSES:
GENERAL AND ADMINISTRATIVE 489,499 382,000
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TOTAL EXPENSES 489,499 382,000
------------ -----------
LOSS FROM OPERATIONS (590,716) (524,000)
INTEREST INCOME 592
INTEREST EXPENSE (30,805)
------------ -----------
NET LOSS $ (620,929) $ (524,000)
============ ===========
NET LOSS PER SHARE $ (0.05) $ (0.08)
============ ===========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 12,198,076 6,914,040
============ ===========
</TABLE>
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INTERAMERICAS COMMUNICATIONS CORP.
STATEMENT OF CASH FLOWS (UNAUDITED)
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THREE MONTHS ENDED
MARCH 31,
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1996 1995
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CASH FLOWS FROM OPERATING ACTIVITIES:
NET LOSS $ (620,929) $ (524,000)
ADJUSTMENTS TO RECONCILE LOSS TO CASH
PROVIDED/USED FROM OPERATING
ACTIVITIES:
AMORTIZATION AND
DEPRECIATION EXPENSE 111,672 65,000
CHANGES IN ASSETS AND LIABILITIES:
(INCREASE) DECREASE IN ACCOUNTS RECEIVABLE (42,199) (39,000)
(INCREASE) DECREASE IN OTHER CURRENT ASSETS (29,432) (120,000)
INCREASE (DECREASE) IN OTHER CURRENT LIABILITIES 654,000
INCREASE (DECREASE) IN ACCRUED EXPENSES (520,767) (1,461,000)
INCREASE (DECREASE) IN ACCOUNTS PAYABLE (128,005) 405,000
----------- -----------
NET CASH (USED) IN OPERATING ACTIVITIES (1,229,660) (1,020,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
NOTES PAYABLE TO RELATED PARTY 1,232,800
NOTES PAYABLE 83,142 (155,000)
ISSUANCE OF COMMON STOCK 1,125,000 1,961,000
----------- -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES: 2,440,942 1,806,000
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
ACQUISITION OF EQUIPMENT (96,453) (339,000)
DECREASE IN OTHER ASSETS 5,240 (294,000)
----------- -----------
NET CASH (USED) IN INVESTING ACTIVITIES (91,213) (633,000)
----------- -----------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 1,120,069 153,000
EFFECT OF EXCHANGE RATE CHANGES ON CASH 12,498 (29,000)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 57,000 114,000
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CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 1,189,567 $ 238,000
=========== ===========
SUPPLEMENTAL SCHEDULE OF NON-CASH
FINANCING ACTIVITIES:
CONVERSION OF NOTES PAYABLE TO EQUITY $ 1,985,627 --
=========== ===========
</TABLE>
5
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PART I
FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
Notes to Financial Statements (Unaudited)
The Consolidated Balance Sheet as of March 31, 1996, the Consolidated
Statements of Income for the three months March 31, 1996 and March 31, 1995 and
the Consolidated Statements of Cash Flows for the three months ended March 31,
1996 and March 31, 1995, have all been prepared without audit. In the opinion of
management, all adjustments necessary to present fairly the financial position
and results of operations for the periods presented, have been made.
Certain information and footnote disclosure normally included in
financial statements prepared in accordance with generally accepted accounting
principles has been omitted. It is suggested that these condensed consolidated
financial statements and notes be read in conjunction with the financial
statements and notes therein included in Form 10-K - Annual Report Under Section
13 or 15(d) of the Securities Exchange Act of 1934 for the year ended December
31, 1995.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
REVERSE ACQUISITION
In July, 1994 the Company acquired Hewster Servicios Intermedios, S.A.
a Chilean corporation ("HSI"). This acquisition has been accounted for as a
"reverse acquisition". Under a reverse acquisition, HSI is treated, for
accounting purposes only, as having acquired the Company. Therefore, HSI's
historical financial statements (at book value) become the historical financial
statements for the Company with certain adjustments to the shareholders' equity
account to reflect the total outstanding shares of the Company. The financial
statements of the Company contained herein have been adjusted to reflect the
historical financial information of HSI.
6
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RESULTS OF OPERATIONS
The unaudited Consolidated Statement of Operations reflects a net loss
of $620,929 for the three months ended March 31, 1996. Losses are attributable
primarily to general and administrative expense and interest expense. The
Company expects that it will continue to incur losses from operations for the
foreseeable future. The unaudited Consolidated Balance Sheet dated March 31,
1996 reflects an accumulated deficit of $6,146,696.
During the first three months of 1996, the Company concentrated its
efforts on continuing to connect and provide services to its customers, and
arrange financing for its ongoing business expansion which includes the
development of its Santiago network and construction, development and operation
of a satellite network of up to 12 satellite earth stations located throughout
Chile. The revenue in the three months ended March 31, 1996 was $58,468 versus
$37,000 for the same period in 1995. The Company anticipates completion of the
fiber optic ring before the end of 1996, assuming required financing can be
obtained. In addition, the Company has commenced the replacement of 20 nodes
with a more advanced and intelligent digital telecommunications hierarchy
(SDH-Synchronous Digital Hierarchy). The Company does not expect to have any
significant revenues until the third quarter of 1996. The Company's operations
since inception have essentially been limited to the installation of fiber optic
cable and the creation of an advanced intelligent network in Santiago, Chile.
The general and administrative expenses for the Company for the three
months ended March 31, 1996 was $489,499 versus $382,000 for the same period in
1995, both figures reflecting the increase in personnel. In addition $30,805 of
interest was accrued for the three month period ending March 31, 1996.
LIQUIDITY AND CAPITAL RESOURCES
The business of the Company requires substantial continuing capital
investment to complete the construction and development of the
telecommunications system. Although the Company has been able to arrange debt
and equity financing to date, there can be no assurance that sufficient
additional financing will continue to be available in the future, nor that it
will be available on terms acceptable to the Company.
The Company estimates that it will need approximately $9 million in
additional financing to fully develop its fiber optic network, expand its
customer base and provide sufficient working capital for its operations over the
next year and a half. There can be no assurances that the Company will be
successful in obtaining all or any of this required financing. Should the
Company not be able to obtain this financing in full, it would be required to
delay capital expenditures on certain projects until such financing were
available. This in turn would delay the revenue streams associated with those
projects until such financing were available.
7
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The Company estimates that the present cash level would allow the
Company to continue operations for approximately two months.
OPERATING ACTIVITIES
Cash used by operating activities was $1,229,660 for the three months
ended March 31, 1996 versus $1,020,000 for the same period last year. The cash
flow used by operating activities is related to expenditures made before the
start of significant revenues as the Company is just coming out of the
development stage.
FINANCING ACTIVITIES
Net cash provided by financing activities for the first three months of
1996 was $2,440,942 which includes a $1,125,000 in issuance of stock in a
private sale to an off shore investor. The cash provided by financing in the
same period in 1995 was $1,806,000.
INVESTING ACTIVITIES
The net cash used in investing activities was $91,213 for the three
months ended March 31, 1996 and $633,000 for the corresponding period in 1995.
Approximately one third of these funds were used primarily to purchase some
equipment for customers and complete last mile installations to connect customer
locations to the HSI network. The Company currently has over 80 kilometers of
fiber optic operational in Santiago, Chile.
EFFECTS OF INFLATION
The rate of inflation in Chile has remained the lowest in South America
for the past five years, with rates below double digit. The Company does not
believe that inflation had any significant impact on operations in the first
quarter of 1996, nor does it expect that it will have any significant impact on
operations throughout the remainder of the year.
BRIDGE LOANS
Maroon Bell Capital Partners loaned the Company $300,000 pursuant to a
secured promissory note dated June 1, 1994 (the "MBCP Note") of which $100,000
of the principal amount of the note was converted into 1,700,000 shares of
Common Stock of the Company in 1994 pursuant to the terms of the note. The note
bears interest at the rate of 8% per annum and was originally due and payable on
the first to occur of June 1, 1995 or upon the payment of the convertible notes.
The terms of the note were subsequently amended to extend the due date to
8
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June 30, 1996. The Note was converted to Common Stock on March 1, 1996 (See
Conversion of Notes).
SECURED NOTE
On May 2, 1995, the Company borrowed $1,000,000 from United
International Properties, Inc., a Colorado Corporation, pursuant to a Secured
Promissory Note (the "Secured Note"). The Secured Note bears interest at the
rate of 8% per annum and is due and payable on May 1, 1996. The Secured Note is
secured by (I) the 45,000 shares on Common Stock of HSI owned by the Company
(ii) the shares of Common Stock of VISAT owned by HSI and (iii) all of the
assets of HSI. As part of the financing, the Company issued a Warrant to United
International Properties, Inc., to acquire 200,000 shares of Company Common
Stock at a price of $3.50 per share.
PROMISSORY NOTE
On September 30, 1995, the Company borrowed a total of $115,000 from
Laura Investments, Ltd., which is owned by the Chairman of the Board and
majority shareholder of the Company, pursuant to two Convertible Promissory
Notes (the "Convertible Notes") in the amounts of $85,000 and $30,000. The
Convertible Promissory Notes bear interest at the rate of 6% per annum. The
principal sums with simple interest at the rate of 6% per annum are convertible
into Common Stock of the Company by September 30, 1996 at the average market
price prevailing between September 20, and September 30, 1995 (See Conversion of
Notes).
On December 31, 1995, the Company borrowed $283,750 from Laura
Investments, Ltd. pursuant to Convertible Promissory Note (the "Convertible
Note"). The convertible note bears interest at the rate of 6% per annum. The
principal sum together with simple interest at the rate of 6% per annum is
convertible into Common Stock of the Company by December 31, 1996 at the average
market price prevailing between December 6 and December 19, 1995 (See Conversion
of Notes).
On March 31, 1996, the Company borrowed $1,232,800 from Laura
Investments, Ltd. pursuant to Convertible Promissory Note (the "Convertible
Note"). The convertible note bears interest at the rate of 6% per annum. The
principal sum together with simple interest at the rate of 6% per annum is
convertible into Common Stock of the Company by March 31, 1997 at the average
market price prevailing between December 6 and December 19, 1995 (See Conversion
of Notes).
9
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CONVERSION OF NOTES
On March 1, 1996, the outstanding principal and interest balance of the
MBCP Note and Loan payable balance (an aggregate amount of $346,333) was
converted into 172,506 shares of Common Stock of the Company.
On March 31, 1996, the total outstanding principal and interest balance
of the Laura Investments, Ltd. Notes (an aggregate amount of $1,639,294) was
converted into 839,285 shares of Common Stock of the Company. Of this amount,
$406,494 represents the outstanding principal and interest balance of loans
received by the Company during 1995 and the balance, $1,232,800, represents
additional loans received by the Company during the first quarter of 1996.
OTHER INFORMATION
During April 1996, the Company moved its Corporate offices to 104
Crandon Boulevard, Suite 324, Key Biscayne, Florida 33149. These offices are
occupied under a lease that expires on April 30, 1997.
On March 14, 1996, a meeting of the Board of Directors was held in
Miami, Florida at the Grand Bay Hotel. In attendance were Directors Hernan
Streeter, Paul Moore, Patricio Silva, Phillip Magiera and Company counsel
William C. Gibbs. The purpose of the meeting was to discuss subjects related to
the operation, governance and future of the Company. The Board of Directors
approved the conversion of the Company's debt to MBCP for Common Stock of the
Company, authorized the sale of 500,000 shares of Company Common Stock in a
private sale to an offshore investor and agreed to compensate Directors Hernan
Streeter, Paul A. Moore, Phillip Magiera, Patricio Silva and MBCP with stock
options for their contributions to the Company.
10
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PART II
OTHER INFORMATION
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
(a) The exhibits listed below are filed as part of this Report.
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EXHIBIT NO. DESCRIPTION
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* 10.25 Convertible Promissory Note for $1,232,800 between Registrant
and Laura Investments Limited dated March 31, 1996
27 Financial Data Schedule (For SEC use only)
</TABLE>
(b) During the first quarter of 1996, the Company did not file a Form 8-K.
*Previously filed as an exhibit to Form 10-Q filed with the SEC on May 14, 1996,
and incorporated herewith by reference.
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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.
INTERAMERICAS COMMUNICATIONS CORP.
/s/ Hernan Streeter DATE: 05-14-96
- ----------------------------------------------- ---------------
Hernan Streeter
Chairman, President and Chief Executive Officer
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 1,189,567
<SECURITIES> 0
<RECEIVABLES> 57,199
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,492,198
<PP&E> 2,801,698
<DEPRECIATION> 0
<TOTAL-ASSETS> 5,530,739
<CURRENT-LIABILITIES> 2,071,334
<BONDS> 0
0
0
<COMMON> 13,463
<OTHER-SE> 3,083,942
<TOTAL-LIABILITY-AND-EQUITY> 5,530,739
<SALES> 58,468
<TOTAL-REVENUES> 58,468
<CGS> 159,685
<TOTAL-COSTS> 159,685
<OTHER-EXPENSES> 489,499
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 30,805
<INCOME-PRETAX> (620,929)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (620,929)
<EPS-PRIMARY> (.05)
<EPS-DILUTED> 0
</TABLE>
