U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
[ ] 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 0-19490
EMERALD CAPITAL HOLDINGS, INC.
(Exact name of Issuer as specified in charter)
DELAWARE 22-3096351
(State or other jurisdiction (I.R.S. Employer Identification
incorporation or organization) No.)
1411 N Westshore Blvd., Ste 208, Tampa, Florida 33607
(Address of principal executive offices)(zip code)
(813) 282-0840
(Registrant s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.001, 1991 Warrants.
Check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12
months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No _____
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no
disclosure will be contained, to the best of registrant s
knowledge, in a definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [__X___]
The issuer s aggregate revenues, excluding discontinued operations,
and including recent acquisitions for the fiscal year ended
December 31, 1996 were $88,953.
As of October 31, 1997 (I) the aggregate market value of the shares
of the registrant s common stock held by non-affiliates of the
registrant was not available as the Company was awaiting listing on
the NASDAQ Bulletin Board; (ii) 1,419,553 shares of the Registrants
common stock were issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE: NONE
EMERALD CAPITAL HOLDINGS, INC. AND SUBSIDIARIES
1996 FORM 10-KSB ANNUAL REPORT
TABLE OF CONTENTS
Item Number and Caption
-----------------------
Page
PART I
Item 1. Business 4
Item 2. Property 8
Item 3. Legal Proceedings 8
Item 4. Submission of Matters to a Vote of
Security Holders 9
PART II
Item 5. Market for Common Equity and Related
Stockholder Matters 9
Item 6. Management s Discussion and Analysis of
Financial Condition and Results of
Operations 10
Item 7. Financial Statements 14
Item 8. Changes In and Disagreements With
Accountants on Accounting and
Financial Disclosures 14
PART III
Item 9. Directors and Executive Officers 15
Item 10. Executive Compensation 15
Item 11. Security Ownership of Certain Beneficial
Owners and Management 17
Item 12. Certain Transactions 18
Item 13. Exhibits and Reports on Form 8-K 19
PART I
ITEM 1 - BUSINESS
BUSINESS
General
- -------
Emerald Capital Holdings, Inc. (Company or Emerald) is a holding
company the intent of which is to acquire, manage and develop
businesses in a variety of sectors. Emerald Capital s
wholly-owned subsidiaries are: SunMed, Inc.--including AccuMed,
Inc., acquired on March 31, 1995, which provides electronic
insurance billings, collections, medical practice management and
insurance administration and other services for physician groups,
clinics and others in the medical sector. The Company may enter
into the distribution of beverages, and may form a new beverage
company, Emerald Beverages, Inc. See - Management s Discussion
and Analysis of Financial Condition and Results of Operations and
Subsequent Events.
Background
- -----------
During 1995 and 1996 the Company significantly restructured its
businesses, and in 1995 closed its liquid process division which
was unprofitable. In 1995 and 1996 the Company acquired the assets
of AccuMed, Inc., and acquired the assets of Ocean
Beverage/SportAde International, Inc., . See also - Management s
Discussion and Analysis of Financial Condition and Operations,
Subsequent Events, and Item 3 - Legal Proceedings.
On March 29, 1996, the Company effected a one-for-one hundred
twenty reverse stock split, previously approved by a majority of
the Company s Common Stock holders. All share information
described herein reflects such reverse stock split except as
otherwise noted.
Subsidiaries
- ------------
SunMed, Inc. and subsidiaries
- -----------------------------
AccuMed, Inc.
- -------------
In March, 1995, the Company acquired through its subsidiary,
SunMed, Inc., all of the assets of AccuMed, Inc. (AccuMed). AccuMed
specializes in providing physicians and physician groups with
full-service handling of electronic insurance billings,
collections, medical practice management and insurance
administration. AccuMed handles such claims and payment servicing
through the use of software designed for physician practices and
which is connected directly to computer terminals in each
physician s or group s offices.
Emerald Beverage, Inc. (in formation)
- -------------------------------------
In October, 1995, the Company, through its Ocean Beverage
International, Inc. subsidiary (Ocean Beverage), acquired SportAde
International, Inc. (aka SportAde/Ocean Beverage) (hereinafter the
Company , SportAde or Ocean Beverage ). Subsequently, the
Company retained counsel to bring action against the sellers of
SportAde, et al, in order to effect return of certain assets and
cash or to rescind the original acquisition (See Item 3 - Legal
Proceedings). The Company intends to form Emerald Beverage, Inc..
If it so elects and after further market study, the beverage
subsidiary would distribute sports drinks and other beverages. The
Company has arranged co-packing (bottling) of the products with an
independent bottling company located in the southwest.
The Company may distribute SportAde beverages in the United States
and Canada, primarily throughout the Southwestern/Pacific states,
including California, and also the Southern states, including
Florida. Based upon industry publications, these two regional
areas account for approximately 75% of the total market for sports
drinks. The sports drink beverage sector has retail sales of
approximately $1.3 billion per annum in the United States.
Liquid Process Operations (Discontinued)
- ----------------------------------------
In view of continuing losses, the Company has discontinued in 1995
all operations of its unprofitable liquid process equipment
manufacturing subsidiaries (Licon, Inc., Alval International, Inc.,
Alval Process Engineering, Ltd.) and terminated all employees.
Business Strategy
- -----------------
The Company believes its long-term strategy of acquiring companies,
assets, product lines and businesses which are in high growth
industry markets will enable it to increase revenues and achieve
profits. The Company intends to avoid equipment manufacturing
businesses and generally, high-technology businesses. Acquisitions
have generally been made with shares of the Company s Common Stock,
notes and limited amounts of cash.
The Company s strategy of acquiring various businesses in different
sectors will be subject to all of the risks inherent in the
ownership of such business assets, including but not limited to the
ability to attract and maintain customers; the uncertainty of cash
flow to meet fixed obligations that may be incurred to acquire and
sustain such assets; competition from other firms, which may be
more highly capitalized than the Company, particularly in highly
competitive consumer product sectors; and unfamiliarity with new
business areas. If the Company acquires, develops or manages any
new business, management may need to devote substantial time to
integrate such business into the Company s operations. The Company
intends to acquire companies with experienced managers and to hire
such additional managers as may be required to manage its
acquisitions.
Manufacturing and Suppliers
- ---------------------------
Medical Sector Operations
- -------------------------
AccuMed is a service and administration company and does not
manufacture any products.
Beverage Operations
- -------------------
The Company s subsidiary, in formation, Emerald Beverage, may
distribute beverage products throughout the United States and
Canada, emphasizing the Southern and southwestern states. Such
operations are presently in a development stage.
If it elects to initiate such distribution, the Company intends to
negotiate co-packing and bottling agreements with other beverage
distributors and bottlers for the manufacture and sale of its
beverage products. Emerald has arranged for co-packing with an
independent bottler in the southwest. The Company does not intend
to manufacture any bottles or labels, but purchase custom-made or
printed materials from outside third party suppliers. Such
supplies are generally available from a number of suppliers.
The Company does not believe it will be materially dependent on any
one supplier and that alternative sources or substitutes for
components are available or could be developed if necessary. The
Company does not intend to maintain any material inventories.
Accordingly, any delay or difficulties with its co-packer or
bottler, or delay in developing supply alternatives or substitutes,
could result in shipment delays, which would adversely affect the
Company s business and operations.
Research and Development
- ------------------------
The Company has no research and development operations.
Marketing, Sales and Customers
- ------------------------------
To date, marketing has been conducted primarily by the Company s
officers and staff, utilizing their contacts in their respective
industries, as well as, to a lesser extent, by limited advertising
and attendance at trade conventions and, as the installed customer
base has increased, recommendations by existing users.
The Company s medical sector subsidiary experiences no seasonality
in its business. The Company s contemplated beverage operations
could be seasonal, with greater sales in the summer months. The
Company may have quarters where sales in both its medical sector
and beverage subsidiaries are concentrated to a few large
customers, without large sales, or fluctuations in sales from
quarter to quarter, depending on the contribution from each
subsidiary.
Backlog
- -------
The Company had no material backlog of orders at December 31, 1996.
Patents and Proprietary Rights
- ------------------------------
The Company and its subsidiaries do not own any patents for any of
their products. Management of the Company believes that in the
event any beverage distribution arrangement or license protection
currently provided on any product were to terminate, the Company,
would be able to design its own beverage products and continue its
operations without having to rely on any license of any third
party.
In the past, certain of the Company s managerial employees in both
the medical and beverage subsidiaries were required to execute a
confidential information and intellectual property rights agreement
providing that (a) all confidential information developed by or
disclosed to the employee during the course of their employment
shall be the exclusive property of the Company and (b) shall be
kept confidential and not disclosed to third parties except in
specified circumstances. There can be no assurance, however, that
such agreements provide meaningful protection for the Company s
proprietary information in the event of unauthorized use or
disclosure of such information.
Competition
- -----------
There is significant competition in the sectors in which the
Company s subsidiaries do business. Most of the Company s
competitors have significantly greater technical, financial and
marketing resources than the Company. The Company s medical sector
subsidiary, while providing what the Company believes to be
superior and less costly products, service or administration, has
competitors offering similar services who are larger and have
greater financial resources, the result of which could adversely
affect the business of the Company s subsidiary. Such increased
competition may adversely affect the subsidiary s ability to
compete at profitable margins. The beverage sector has competitors
with strong brand-names (Coca-Cola, Pepsi, GatorAde, etc.),
substantial financial resources far in excess of the Company s,
large and experienced personnel, and a wide range of products. By
virtue of their greater financial resources such competitors may be
able to reduce prices so significantly as to affect adversely
competition in general and specifically any attempts by Emerald
Beverage s products to compete successfully in the market.
Furthermore, consumer trends in this market may change, requiring
the contemplated distribution operations of the beverage subsidiary
to expend additional money for reformulation of beverage flavor and
bottle redesign in order to compete successfully.
Employees
- ---------
As of June 1, 1997 the Company and its subsidiaries had five
employees, four of whom are in management and sales, and one in
administrative and clerical positions. None of the Company s
employees is represented by a labor union. The Company considers
its employee relations to be good.
ITEM 2 - PROPERTY
The Company and subsidiaries currently lease offices in Tampa and
Venice, Florida totaling approximately 1,000 square feet at an
aggregate rental of $1,000 per month. The Company believes that
its facilities are suitable for its present operations. If
required, the Company believes that additional space is also
available adjacent or near to its existing facilities at favorable
rental rates.
ITEM 3 - LEGAL PROCEEDINGS
The Company has retained counsel to investigate bringing an action
against three former owners/employees of SportAde (the SportAde
Defendants) in order to (1) rescind Emerald s acquisition of
SportAde/Ocean Beverage made in September 1995 and/or (2) cause
return of cash and other assets of SportAde misappropriated by the
SportAde Defendants. The Company is alleging, among other matters,
fraudulent schemes and diversion of cash and assets, and is seeking
reimbursement and damages from the parties. The Company has filed
a police report in connection with the actions of SportAde
Defendants. Counsel has advised the Company that two of the
Defendants are unlikely to have sufficient assets to repay the
Company, and that the third is a fugitive from police authorities
in an unrelated matter. The Company can not predict the outcome of
this litigation. The Company has written off the SportAde assets in
full at december 31, 1996.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders in the
fourth quarter of the fiscal year ended December 31, 1996. On
February 14, 1996, the Board of Directors of the Company approved
an amendment to the Company s Amended and Restated Certificate of
Incorporation, as amended, pursuant to which the Company would
effect a one-for-one hundred twenty reverse stock split (the
Reverse Split ). On the same date, the holders of more than a
majority of the issued and outstanding shares of Common Stock
executed and delivered to the Company a Written Consent to
Corporate Action (the Written Consent ). Pursuant to the Written
Consent, such holders approved the amendment to the Company s
Certificate of Incorporation, as amended, regarding the Reverse
Split. Such approval by the Board of Directors and by the holders
of more than a majority of the issued and outstanding shares of
Common Stock is adequate under Delaware law to amend the
Certificate of Incorporation, as amended, to effectuate the Reverse
Split, effective March 29, 1996.
PART II
ITEM 5 - MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The following table sets forth for the quarters indicated, the high
and low bid prices of the common stock and the 1991 Warrants as
reported by NASDAQ for the period from January 1, 1995 through
December 31, 1996. The bid prices reported, which do not reflect
the Company s October 11, 1994 1:10 reverse stock split, except for
the fourth quarter of the fiscal year ended December 31, 1994, and
the 1:120 reverse stock split effective March 29, 1996, except for
the second quarter of 1996, represent prices between dealers and do
not include retail mark-ups, mark-downs or commissions and may not
necessarily represent actual transactions.
Year Ended December 31, 1995 Common Stock
High Low
First Quarter $ 9/16 $13/64
Second Quarter $17/32 $ 9/32
Third Quarter $ 3/8 $ 5/32
Fourth Quarter $11/32 $ 1/32
Year Ended December 31, 1996
First Quarter $ 1/64 $ 3/32
Second Quarter (1) $3 5/8 $4 3/4
Third Quarter (2)
Fourth Quarter (2)
(1) The Company effected a 1:120 reverse split effective March
29, 1996.
(2) The Company s securities were delisted from the NASDAQ
Small-Cap Stock Market on May 9, 1996 due to NASDAQ s allegation of
the Company s non-compliance with NASDAQ s alternative to its
minimum bid price criteria, requirements for current financial
information, among other matters. The Company is applying for
listing on the OTC Bulletin Board. The Company believes that
its common stock will be listed on the OTC Bulletin Board.
Prior to the delisting, the common stock was traded in the
Over-the-Counter market and quoted by OTC under the symbols
EMRLD . On June 1, 1997, there were approximately 250 holders of
record of the common stock. This number does not include any
adjustment for stockholders owning common stock in street name,
the total of which is unknown
On May 8, 1996, the closing bid price of the common stock on OTC
was $4.25.
The Company has not paid any cash dividends since its inception,
does not anticipate paying any cash dividends in the foreseeable
future and intends to retain earnings, if any, to provide funds for
general corporate purposes and the expansion of the Company s
business. Any future dividends will be dependent upon the earnings
of the Company, its financial requirements and other relevant
factors. The 1991 Warrants, symbol EMRLW , were delisted from
NASDAQ effective as of the close of business on February 14, 1995,
due to a lack of market-makers and are listed in the pink sheets.
No warrants were traded in 1996 according to the NASDAQ stock
market in May, 1996.
ITEM 6-- MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Background
Emerald Capital s wholly-owned subsidiaries are: SunMed,
Inc.--including AccuMed, Inc., which on March 31, 1995, was
acquired with common stock, and is a medical sector business which
provides electronic insurance billings, collections, medical
practice management and insurance administration for physician
groups, clinics and others in the medical sector; and Emerald
Beverages, Inc. (in formation), a development stage company through
which the Company may enter into the beverage distribution sector
as a distributor of sport-drinks and other beverages.
In 1995, the Company discontinued its liquid process equipment
manufacturing operations, Licon, Inc. and Alval Process
Engineering, Ltd., UK. In 1996, the Company sold its beverage
operations, retaining certain North American distribution rights.
Approximately $2,719,598 of the Company s consolidated losses for
the period ending December 31, 1995, and consolidated losses of
$1,214,340 for the period ending December 31, 1996, were from
these sold or discontinued operations. In November, 1995, the
Company together with Clydesdale Bank, UK, appointed Touche Ross as
a receiver to windup Alval Process Engineering, Ltd.
Results of Operations
---------------------
Year Ended December 31, 1996 Compared to Year Ended December 31,
- ----------------------------------------------------------------
1995
- ----
Operations for 1996 consisted of the Company s medical service and
beverage businesses.
During 1995, the Company acquired businesses intended to operate in
the medical services and beverage sectors. These acquisitions were
made predominately with shares of the Company s common stock. In
connection with the medical services acquisition, the Company
recorded cost in excess of net assets of $624,432. Due to the
acquired medical services business 1995 operating results and
projected future cash flows, the Company recorded an expense of
$624,432 to reflect the impairment of those costs in excess of net
assets. The Company has written off in 1996 leasehold improvements
and assets of divested and/or discontinued subsidiaries, including
all assets of SprotAde (See Item 3 - Legal Proceedings).
Selling, general and administrative expenses decreased to a
negative $(111,092) for 1996 compared to $4,027,021 for 1995, a
decrease of $4,138,113, primarily due to the elimination of
expenses for discontinued operations and reversal of debt
provisions and expenses accrued for in previous years which are no
longer due. Included in selling general and administrative expenses
for 1996 is $178,760 of consulting legal expense which the Company
contracted for and paid in shares of common stock, compared to
$2,073,697 for 1995. Income from continued operations for 1996 was
$166,159 compared to a loss of $(4,706,206).
The Company reported a loss from discontinued operations of
$1,214,340 for 1996, a write-off of the remaining balance of loans
to a development stage company in which the Company had invested in
of $156,118, and estimated losses on the disposition of other
businesses assets of $53,667.
Consolidated revenues from continuing operations were
$88,953 for the year ended December 31, 1996 as compared to
$75,920 for the year ended December 31, 1995.
Financial Condition and Liquidity
The Company s consolidated financial statements have been prepared
assuming that it will continue as a going concern. The Company has
suffered recurring losses from operations and has an excess of
current liabilities over current assets and a capital deficit that
raise substantial doubt about its ability to continue as a going
concern. The Company s continued existence is dependent on its
ability to achieve profitable operations and obtain additional
financing. Management s plans in regard to these matters are
described below. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
The Company incurred a loss of $(1,285,216) and consumed cash
in operating activities of $541,446 for the year ended
December 31, 1996 and had a working capital deficiency of
$(1,114,995) and a capital deficit of $(1,106,213) at December 31,
1996. At December 31, 1996, the Company had cash of $737.
To supplement the Company s inadequate cash flow, provide working
capital for operations and discontinuing operations of the liquid
process division, and to provide working capital to its new
acquisitions, during 1996, the Company completed private placements
of $55,000 through the sale of common stock, settled debt in the
amount of $263,000 by the issuance of shares of common stock and
contracted for and paid legal and consulting fees of $178,760 in
shares of common stock.
The Company continued the restructuring of its businesses in 1996,
taking steps intended to improve operations and cash flow,
including (1) reducing company office facilities and personnel
levels to reduce costs, (2) eliminating in-house accounting
operations and personnel and providing for such services by
retaining less-expensive outside personnel. While the Company
believes that these measures will reduce the cash consumed in
operations, there is no assurance that revenues and profits of its
business or possible future acquisitions will be sufficient to fund
all of the Company s operations.
The Company believes that efforts to reduce its costs and improve
the operations are consistent with the Company s restructuring.
The Company anticipates that acquisitions should provide the
Company with the ability to cover fixed corporate costs.
The Company believes that should the aforementioned measures taken
to improve cash flow be successful, and provided that sales improve
due to the recent acquisitions, together with additional private
placements of which there is no assurance, existing cash and
capital resources will be sufficient to fund operations for the
next twelve months. If the Company s cash flow improvement is less
than anticipated to enable the Company to have sufficient cash to
fund operations for the next twelve months, the Company would
consider a sale of a subsidiary, specific assets or operations or
a corporate reorganization or liquidation.
Historically, certain affiliates of the Company and others have
made advances to meet the Company s short-term cash needs. At
December 31, 1996, convertible promissory notes owed to such
persons aggregated approximately $297,000.
Inflation
The Company believes that its subsidiaries may be affected by
general economic trends and inflation. AccuMed s business may be
adversely affected if there are industry-wide reductions or
increases in health costs, health and other insurance premiums, or
new or revised governmental regulations which would require changes
in the subsidiary s methods of doing business. With respect to the
operations of the Company s contemplated beverage distribution
subsidiary, costs of raw supplies, including plastic for bottles,
sugar, fructose and fruit flavorings, may be affected by greater
inflation and restricted worldwide supplies due to adverse trade,
weather or environmental factors. A slowdown in the economy may
reduce sales to consumers of the Company s beverage products which
are discretionary. Price increases if passed on to consumers may
reduce sales.
Future Accounting Pronouncements:
In March 1995, the Financial Accounting Standards Board issued
Statement No. 121 Accounting for Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed of, the Statement
requires, among other things, impairment loss of assets to be held
and gains for losses from assets that are expected to be disposed
of be included as a component of income from continuing operations
before taxes on income. The Company will adopt the Statement as of
January 1, 1996 and its implementation is not expected to have a
material effect. In October 1995, the Financial Accounting
Standards Board issued Statement No. 123 Accounting for
Stock-Based Compensation. The Statement establishes a fair value
method for accounting for stock-based compensation plans either
through recognition or disclosure. The Company does not presently
intend to adopt the fair value based method, but instead will,
beginning in 1996, disclose the effects of the calculation required
by the Statement.
ITEM 7 - FINANCIAL STATEMENTS (Unaudited):
The unaudited consolidated financial statements and notes are
included herein beginning at page F-1. The financial statements
for both 1995 and 1996 are unaudited.
ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE:
The Company has dismissed BDO Seidman LLP and BDO Seidman LLP has
resigned as the Company s independent auditors. See Reports on
Form 8-K.
The Company has not had any disagreements with BDO Seidman LLP on
accounting and financial disclosures during the years ended
December 31, 1995 and December 31, 1994, or any prior or subsequent
periods preceding dismissal and resignation except as relating to
the filing of the Company s Form 10KSB for 1995 as further
described following and in the Reports on Form 8-K .
On June 11, 1997, in connection with the Company s Form 10KSB for
the period ending December 31, 1995, the Company requested the
Securities and Exchange Commission to withdraw from public filing
the Report of Independent Certified Public Accountants, BDO Seidman
LLP ( BDO ), the Company s independent auditors. Such Report is
located on Page F-14 for the above Form 10KSB. The named Report
and accompanying financial statements were supplied, according to
BDO, in draft form to the accounting firm retained by Emerald
Capital as its internal accounting department. BDO supplied this
accounting firm with computer disk and hard copy of the full
10KSB, but with BDO s included opinion letter unsigned. Neither
disk or hard copy supplied to the Company was marked draft. The
internal accounting firm converted the BDO disk to EDGAR format
and, as requested by BDO, provided BDO with a copy of the EDGAR
hard copy prior to the filing, with a cover letter to BDO stating
that they intended to make an EDGAR filing of the 10KSB supplied,
and asking for changes, if any, by BDO. Thereafter, the named
Report inadvertently was filed in error electronically through
EDGAR by the above internal accounting firm and prior to the
payment of $13,500 in fees due to BDO. The internal accounting
firm was unaware that this payment was a requirement to obtain the
signed opinion letter. Regarding the EDGAR hard copy provided to
BDO, BDO returned this hard copy to the Company s internal
accounting firm without any numerical changes and with only minor
format changes. In connection with the above filing, BDO has
resigned as the Company s independent certified public accountants
and on April 30, 1997 asked that their report be withdrawn. BDO
Seidman s report on the financial statements for the year ended
December 31, 1994 expressed substantial doubt about the Company s
ability to continue as a going concern. The Company intends to
retain independent certified public accountants to provide the
Report for the period ending December 31, 1995 and thereafter.
The Company has requested that BDO reimburse the Company for all
fees paid to BDO for the 1995 audit.
PART III
ITEM 9 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS & CONTROL PERSONS
The following table sets forth information with respect to the
executive officers and directors of the Company who perform
policy-making functions:
Name Age Position
Robert Springer 59 Chairman
Robert Springer was a co-founder of the Company and has served as
its Chairman of the Board of Directors since its inception in 1989.
Previously, Mr. Springer served as the Company s Acting Chief
Executive Officer and Acting Chief Financial Officer, a position he
resigned from on March 18, 1996. Mr. Springer resumed such
positions in November, 1996, and intends to resign them immediately
upon the appointment of new executives.
All directors hold office until the next annual meeting of
stockholders and until their successors are elected and qualified.
Officers are elected to serve, subject to the discretion of the
Board of Directors, until their successors are appointed.
Compliance with Section 16 of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company s directors and executive officers, and persons who own
more than ten percent of a registered class of the Company s
securities, to file reports of ownership and changes in ownership
with the SEC. Such officers, directors and shareholders are
required by SEC regulations to furnish the Company with copies of
all such reports that they file. Based solely on a review of
copies of reports filed with the SEC during the fiscal year ended
December 31, 1996, all persons subject to the reporting
requirements of Section 16(a) filed the required reports on a
timely basis.
ITEM 10 - EXECUTIVE COMPENSATION
This section provides certain information regarding the
compensation, stock option grants and employment agreements to the
Company s Chief Executive Officer at December 31, 1995 and
executive officers of the Company who received salary and bonus in
excess of $100,000 for the 1995 fiscal year (collectively referred
to as the Named Executive Officers ).
Summary Compensation Table
- --------------------------
The following table sets forth the cash and other compensation paid
or accrued by the Company and its subsidiaries to the Named
Executive Officers for the fiscal year ended December 31, 1996,
1995 and 1994:
Annual Compensation Long-Term Compensation (5)
-----------------------------------------------------------
Restricted
Stock All Other
Name/ Year Salary ($)Bonus ($)Awards Options LTIP Compensation
Position
Robert
Springer 1996 0 0 0 0 0 0
Chairman 1995(6) 0 0 $105,000(7) 0 0 0
1994 $184,864 $240,400 $100,000 0 0 0
(1) (3) (4)
(1) Includes compensation paid to consulting companies of which Mr.
Springer was the principal stockholder.
(2) A deferred salary of $35,651 noted in 1993 was subsequently
forgiven by Mr. Springer.
(3) A bonus fee paid to InterCapital, a company of which Mr.
Springer was a principal shareholder, pursuant to an agreement
between the Company and InterCapital.
(4) Includes 8,333 shares of immediately vested restricted common
stock issued in December 1994 in consideration of reducing the
terms of an employment and consulting agreement, reducing salary
and consulting fees relating to such agreements, and entering into
new employment and consulting agreements.
(5) All stock options awarded to Mr. Springer have been canceled by
him.
(6) In October, 1996, Mr. Springer canceled all accrued and
deferred salary and consulting fees owed to him for all prior
periods.
(7) Includes 29,167 shares of immediately vested restricted common
stock issued in November 1995 in consideration of continued
accruals and deferrals of salaries and fees, cancellation of
accrued fees and salaries owed by the Company to Mr. Springer
and/or his affiliated company.
Option Grants in 1995: None.
Directors Compensation
- ----------------------
Employee directors receive no compensation for their services to
the Company as directors, but are reimbursed for expenses actually
incurred in connection with attending meetings of the Board of
Directors. Non-employee directors receive $1,000 per meeting for
a maximum of six in-person Board meetings plus expenses. An
additional $500 per meeting is paid to non-employee directors
attending in excess of six meetings.
Consulting and Employment Agreements
- ------------------------------------
The Company entered into a six year consulting agreement with
Avalon Holdings, Inc., a company in which the Chairman of the
Company is a principal shareholder, effective April 1, 1996. The
annual base salary under the agreements is $250,000 per annum. In
view of the Company s financial condition, Avalon continues to
accrue all of its fees.
ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth the beneficial ownership of common
stock as of October 28, 1996, by: (i) each of the Company s Named
Executive Officers and directors, (ii) each person who is known by
the Company to own beneficially more than 5% of the outstanding
shares of common stock, and (iii) all of the Company s executive
officers and directors as a group. Number of shares reflects the
Company s one for one twenty reverse split on March 29, 1996.
Name and Address of Amount and Nature of Percentage (2)
Beneficial Owner Beneficial Ownership (1) of Class
Robert Springer 78,783 (3) 6.0%
All Officers and directors 78,783 6.0%
of the Company as a group
_________________
(1) Beneficial ownership has been determined in accordance with
Rule 13d-3 under the Exchange Act, except as otherwise noted and,
unless otherwise indicated, represents shares for which the
beneficial owner has only sole voting power but may not have
dispositive powers.
(2) The mailing address for all directors and executive officers
of the Company is c/o Emerald Capital Holdings, Inc., 1141 N
Westshore Blvd., #211, Tampa, Fla 33607.
(3) Represents 78,783 shares of Common Stock directly owned by
Avalon Holdings, Inc., a company of which Mr. Springer is a
principal shareholder, and Mr. Springer, the Company s
Chairman of the Board. On March 18, 1996, Mr. Springer canceled all
voting rights previously granted to him in certain voting proxies.
Mr. Springer has voluntarily canceled as of December 31, 1995, all
stock options previously granted to him since the founding of the
Company in 1989.
Each of the parties listed above has sole voting and/or dispositive
power over the shares owned.
ITEM 12 - CERTAIN TRANSACTIONS
The Company, on June 7, 1995, amended its certificate of
incorporation in the State of Delaware.
In connection with the Company s private placement offering in
November, 1994 through January 1996, of 82,994 Units, each Unit
comprised of one share of the Company s Common Stock, one five year
warrant to purchase one share of Common Stock at $36 per share and
one five year warrant to purchase one share of Common Stock at $48
per share. The Company has granted certain PiggyBack
registration rights to the shares of common stock. Through
December 31, 1994, the Company paid to an affiliated company of one
of the Company s directors, Robert Springer, a fee of $52,900 for
its services in arranging such financing.
The Company discharged an aggregate of $955,163 of indebtedness
owed to various creditors through the issuance of 46,993 shares of
common stock in 1994 and 1995. Issuances in the amount of 89,717
shares were issued to employees and consultants for services
rendered, salaries, fees, and in connection with cancellation,
deferrals and accruals of salaries and fees owed. The Company has
granted PiggyBack registration rights to the shares of common
stock issued to creditors.
The Company s has received in 1995 and 1996 proceeds of $385,616
from various convertible bridge loans from certain stockholders
payable generally in January, 1997, carrying an interest rate of
8%, convertible into Common Stock at 25% of the bid price of the
Company s Common Stock on the date of conversion. Conversion
provides each shareholder with one common stock purchase warrant,
exercisable at any time within three years of the date of
conversion at an exercise price equal to the bid price on the date
of conversion. The Company has granted certain PiggyBack
registration rights to the shares of common stock. As of December
31, 1996, approximately $297,000 was outstanding on these loans.
On November 5, 1996 Joseph P. Cillo resigned as Chief Executive
Officer, Chief Financial Officer and a Director.
On November 5, 1996, the parties to the Agreements to acquire
development stage companies, Captive Management Systems, Inc. and
Captive Administrators, Inc. modified the September 30, 1995
agreement and rescinded the March 31, 1996 agreements. See Note
L(c) to the Consolidated Financial Statements. See Also Item
10-Executive Compensation.
As of December 31, 1996, The Company wrote-off all the assets of
its beverage subsidiary. The Company has retained counsel in
connection with this subsidiary in order to seek damages from
seller. See Item 3 - Legal Proceedings.
ITEM 13 - EXHIBITS AND REPORTS AND FORM 8-K
(a) EXHIBITS
3.1 Amended and Restated Certificate of Incorporation of the
Company, as filed with the Secretary of State of Delaware on
August 14, 1991(1)
3.1a Amended Certificate of Incorporation of the Company, as filed
with the Secretary of State of Delaware on June 7, 1995. (7)
3.1b Certificate of Amendment to Amended and Restated Certificate
of Incorporation, as amended (7)
3.2 Bylaws of the Company (2)
3.3 Certificate of Retirement of Preferred Stock as filed with the
Secretary of State of Delaware (3)
3.4 Amendment to By-Laws of the Company (6)
4.1 Warrant Agreement, dated as of August 13, 1991, among the
Company, American Stock Transfer & TrustCo.(American) and
Stratton(1)
4.2 First Amendment, dated October 30, 1992, to Warrant Agreement,
dated August 13, 1991, among the Company, American and
Stratton(3)
4.3 Warrant Agreement, dated February 16, 1993, between the
Company and American(5)
4.4 Form of First Amendment to Warrant Agreement to be entered
into between the Company and American(5)
4.5 Specimen Common Stock Certificate(2)
4.6 Class A Warrant Agreement, dated October 12, 1993, between the
Company and AWH(5)
4.7 Class B Warrant Agreement, dated October 12, 1993, between the
Company and AWH(5)
4.8 Form of Class C Warrant(6)
4.9 Form of Class D Warrant(6)
10.1 Amended and Restated 1990 Stock Option Plan(4)
10.2 Form of Indemnification Agreement with Officers and
Directors(3)
10.3 Indemnification Agreement, dated August 17, 1991, between the
Company and Robert Springer(1)
10.4 Form of Confidential Information and Intellectual Property
Rights Agreement(2)
21. The following table sets forth the name of each subsidiary of
the Company and its jurisdiction of incorporation:
Name of Subsidiary Jurisdiction of Incorporation
- ------------------ -----------------------------
AccuMed Systems, Inc. Florida
Emerald Beverage, Inc.(in formation)
SunMed, Inc. (formerly Licon
Acquisition Corporation) Delaware
(b) REPORTS ON FORM 8-K
Form 8-K, dated November 8, 1995, as filed with the Securities and
Exchange Commission on November 10, 1995 reported, under Items 2
and 5 - Other Events, that the Company had acquired SportAde
International, Inc. and Captive Management Systems, Inc.; and would
appoint Touche Ross as receiver to liquidate Alval Process
Engineering, Ltd., and enter into discussions with a potential
purchaser of selected assets of the liquid process division.
Form 8-K, dated December 6, 1995, as filed with the Securities and
Exchange Commission on December 7, 1995, reported, under Item 5 -
Other Events, that Steven Debrovner, a Director, had resigned,
effective November 18, 1995.
Form 8-K, dated March 18, 1996, as filed with the Securities and
Exchange Commission on March 18, 1996, reported, under Item 5 -
Other Events, that the Company had appointed Joseph P. Cillo as
Chief Executive Officer, Chief Financial Officer and a Director.
Form 8-K, dated April 8, 1996, as filed with the Securities and
Exchange Commission on April 8, 1996, reported, under Item 5 -
Other Events, that Robert Springer had resigned as Acting Chief
Executive Officer and Acting Chief Financial Officer; that Mr.
Springer had canceled voting proxies for 18,122,500 shares which
had been granted him; that the Company had completed a reverse
split of its Common Stock at a ratio of 1 for 120 shares; that the
Company s subsidiary, SunMed, Inc. had completed the acquisition of
the 20% minority interest in Captive Management Systems, Inc. and
completed the acquisition of 100% of Captive Administrators, Inc.;
that the Company had requested a hearing with the National
Association of Securities Dealers (NASD) regarding a possible
delisting of the Company s stock from the NASDAQ Small Cap Market
due to alleged non-compliance with NASDAQ s alternative to its
minimum bid price criteria, among other matters.
Form 8-K, dated May 10, 1996 that the Company s securities were
delisted from the NASDAQ Small-Cap Stock Market on May 9, 1996, and
that, in the interim, the Company is considering applying for
listing on the OTC Bulletin Board.
Form 8-K, dated June 11,1997, as filed with the Securities and
Exchange Commission on June 11, 1997, reported under Item 4, that
the Company on June 11, 1997, in connection with the Company s Form
10KSB for the period ending December 31, 1995, had requested the
Securities and Exchange Commission to withdraw from public filing
the Report of Independent Certified Public Accountants, BDO Seidman
LLP ( BDO ), the Company s independent auditors; that the named
Report inadvertently was filed in error electronically through
EDGAR by the Company s internal accounting firm and prior to the
payment of $13,500 in fees due to BDO; that the internal accounting
firm was unaware that this payment was a requirement to obtain the
signed opinion letter; that regarding the EDGAR hard copy provided
to BDO, that BDO returned this hard copy to the Company s internal
accounting firm without any numerical changes and with only minor
format changes; that in connection with the above filing, BDO
resigned as the Company s independent certified public accountants
and on April 30, 1997 asked that their report be withdrawn; that
the Company has dismissed BDO and requested reimbursement of all
fees paid to BDO for the 1995 audit.
(1) Incorporated by reference to the Company s Annual
Report on Form 10-K for the fiscal year ended
December 31, 1991.
(2) Incorporated by reference to the Company s
Registration Statement on Form S-1, Registration No.
33-37194, dated August 13, 1991.
(3) Incorporated by reference to the Company s
Registration Statement on Form S-1, Registration No.
33-54030, dated February 16, 1993.
(4) Incorporated by reference to the Company s Form S-8,
dated August 13, 1993.
(5) Incorporated by reference to the Company s
Registration Statement on Form S-1, Registration No.
33-72784, dated February 9, 1994.
(6) Incorporated by reference to the Company s Annual
Report, as amended, on Form 10-KSB for the fiscal
year ended December 31, 1994.
(7) Incorporated by reference to the Company s Annual
Report, as amended, on Form 10-KSB for the fiscal
year ended December 31, 1995.
(8) Filed herewith.
EMERALD CAPITAL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
December 31,
1996
------------
ASSETS
Current Assets
Cash $ 737
Accounts receivable, net 16,026
Prepaid expenses and other 3,232
----------
19,995
----------
Property Plant and Equipment, net 3,742
Other Assets 5,040
----------
$ 28,777
==========
LIABILITIES AND STOCKHOLDERS EQUITY
Current Liabilities
Bank notes payable $ 144,506
Notes payable stockholders 297,722
Notes payable other 30,900
Accounts payable 221,292
Accrued expenses 440,570
----------
1,134,990
----------
Stockholders Equity
Preferred stock, $.001 par value,
authorized 2,000,000 shares, none
outstanding -0-
Common stock, $.001 par value,
authorized 100,000,000 shares,
issued and outstanding 1,344,553 1,343
Additional paid-in-capital 21,277,746
Deficit (22,365,302)
Due from shareholder ( 20,000)
----------
( 1,106,213)
----------
$ 28,777
==========
See accompanying notes to consolidated financial statements. F-1
EMERALD CAPITAL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
Year Ended December 31,
1996 1995
------------------------
Sales $ 88,953 $ 75,920
Cost of goods sold -0- 4,980
Selling, general and
administrative expenses (111,092) 4,027,021
Impairment of costs in excess
of net assets acquired -0- 624,432
Depreciation and amortization 33,886 125,693
--------- ---------
Operating Income (Loss) 166,159 (4,706,206)
Other (Income) Expenses
Interest and other expenses 27,250 8,556
Loss disposition of investment 156,118 -0-
Loss disposition of assets 53,667
--------- ---------
Net Income (Loss) from
Continued Operations (70,876) (4,714,762)
--------- ---------
Discontinued Operations
Loss from operations (62,566) (661,215)
Loss from disposal of
operations (1,151,774) (2,058,383)
--------- ---------
(Loss) from discontinued
operations (1,214,340) (2,719,598)
--------- ---------
Net Income (Loss) $(1,285,216) $(7,434,360)
========= =========
Income (Loss) per Common Share
From continued operations $ (0.07) $ (27.63)
Discontinued operations (1.31) (15.93)
--------- ---------
Net Income (Loss) per share $ (1.38) $ (43.56)
========= =========
Weighted Average number of
common shares used in
computation of net (loss)
per share 927,390 170,682
========= =========
See accompanying notes to consolidated financial statements. F-2
EMERALD CAPITAL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDER S EQUITY
(UNAUDITED)
Common Stock Additional Cumulative
Shares Amount Paid-in- Translation
Capital Adjustment
--------------- ---------- -----------
Balance December 31,
1994 68,305 $ 68 $14,755,805 $ 43,697
Issuance of shares in
connection with consulting
and legal services 67,226 67 2,073,630 -0-
Issuance of shares in
connection with acquisition
of Accu-Med 15,833 16 799,984 -0-
Issuance of shares in
connection with acquisition
of Captive Management
Systems, Inc. 12,500 12 37,188 -0-
Issuance of shares in
connection with acquisition
of Sportade Intl. 16,667 17 999,983 -0-
Issuance of common stock
net of offering cost 54,702 55 1,017,463 -0-
Issuance of common stock
in settlement of
accounts payable 42,260 42 861,533 -0-
Foreign currency
translation adjustment -0- -0- -0- (43,697)
Net (Loss) -0- -0- -0- -0-
------- ----- ---------- ----------
Balance at December 31,
1995 277,493 277 20,545,586 -0-
Issuance of shares for
cash 131,250 131 54,869 -0-
Issuance of shares in
connection with consulting
and legal services 176,777 176 178,684 -0-
Issuance in settlement of
debt 522,667 523 262,477 -0-
Issuance of shares
to shareholders of
Sportade Intl. 236,366 236 236,130 -0-
Net (Loss) -0- -0- -0- -0-
--------- ----- ---------- ----------
Balance at December 1,344,553 $1,343 $21,277,746 $ -0-
31, 1996 ========= ===== ========== ==========
See accompanying notes to consolidated financial statements. F-3
EMERALD CAPITAL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDER S EQUITY
(UNAUDITED)
Due from
Stockholder Deficit Total
------------ ---------- -----------
Balance December 31,
1994 $ 20,000 $(13,645,726) $ 1,133,844
Issuance of shares in
connection with consulting
and legal services -0- -0- 2,073,697
Issuance of shares in
connection with acquisition
of Accu-Med -0- -0- 800,000
Issuance of shares in
connection with acquisition
of Captive Management
Systems, Inc. -0- -0- 37,200
Issuance of shares in
connection with acquisition
of Sportade Intl. -0- -0- 1,000,000
Issuance of common stock
net of offering cost -0- -0- 1,017,518
Issuance of common stock
in settlement of
accounts payable -0- -0- 861,575
Foreign currency
translation adjustment -0- -0- (43,697)
Net (Loss) -0- (7,434,360) (7,434,360)
--------- ---------- ----------
Balance at December 31,
1995 (20,000) (21,080,086) (554,223)
Issuance of shares for
cash -0- -0- 55,000
Issuance of shares in
connection with consulting
and legal services -0- -0- 178,860
Issuance in settlement of
debt -0- -0- 263,000
Issuance of shares
to shareholders of
Sportade Intl. -0- -0- 236,366
Net (Loss) -0- (1,285,216) (1,285,216)
--------- ---------- ----------
Balance at December $ (20,000) $(22,365,302) $(1,106,213)
31,1996 ========= ========== ==========
See accompanying notes to consolidated financial statements. F-4
EMERALD CAPITAL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
Year ended December 31,
1996 1995
OPERATING ACTIVITIES -----------------------
Net (Loss) $(1,285,216) $(7,434,360)
Non-cash adjustments:
Depreciation and amortization 33,886 154,051
Common stock issued for services 178,860 2,073,697
Impairment of costs in excess of
net assets acquired -0- 624,432
Loss on discontinued operations 1,140,019 2,039,809
Cash provided (used) by changes
in assets and liabilities:
Accounts receivable 18,358 455,188
Inventories 58,404 (11,275)
Prepaid expenses and other 27,309 (20,445)
Accounts payable and accrued
expenses (742,450) 768,559
Other assets (2,487) 93,170
Discontinued operations - change
in working capital 31,871 (266,415)
NET CASH PROVIDED (USED) BY --------- ---------
OPERATING ACTIVITIES (541,446) (1,523,589)
--------- ---------
INVESTING ACTIVITIES
Increase in property and equipment 427,593 -0-
Increase in investments -0- (4,565)
Investment activities of
discontinued operations (322,309) 277,062
NET CASH PROVIDED (USED) BY --------- ---------
INVESTING ACTIVITIES 105,284 272,497
--------- ---------
FINANCING ACTIVITIES
Increase in debt - stockholders 345,122 215,600
Increase in notes payable other 30,900
Payments on long term debt (17,770) (66,685)
Financing activities discontinued
operations 20,360 -0-
Net proceeds of common stock issued 55,000 1,017,517
NET CASH PROVIDED BY FINANCING --------- ---------
ACTIVITIES 433,612 1,166,432
--------- ---------
EFFECT OF EXCHANGE RATE CHANGES -0- (43,697)
--------- ---------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS (2,550) (128,357)
CASH AND CASH EQUIVALENTS, Beginning 3,287 131,644
--------- ---------
CASH AND CASH EQUIVALENTS, Ending $ 737 $ 3,287
========= =========
See accompanying notes to consolidated financial statements. F-5
EMERALD CAPITAL HOLDINGS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDING DECEMBER 31, 1996
NOTE A - SIGNIFICANT ACCOUNTING POLICIES
Business:
Emerald Capital Holdings, Inc. is a holding company the intent of
which is to acquire, manage and develop businesses in a variety of
sectors. Emerald Capital s wholly-owned subsidiaries are:
SunMed, Inc.--including AccuMed, Inc., acquired on March 31, 1995,
which provides electronic insurance billings, collections, medical
practice management and insurance administration and other services
for physician groups, clinics and others in the medical sector.
The Company may initiate the distribution of beverages, and may
form a beverage subsidiary company, Emerald Beverages, Inc.
Principles of Consolidation:
The consolidated financial statements include the accounts of
Emerald Capital Holdings, Inc. include the accounts of Emerald
Capital Holdings, Inc. and all of its subsidiaries. All
significant intercompany accounts and transactions have been
eliminated in the consolidation.
Preparation of Financial Statements
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Per Share Data:
In 1996, the shareholders of the Company approved a one for one
hundred and twenty reverse stock split. All share and per share
amounts have been retroactively adjusted.
Net loss per share of common stock is computed based on net loss,
and the weighted average number of common shares outstanding.
Common stock equivalents are anti-dilutive for all periods
presented and accordingly are not included in the computation.
Cash Equivalents:
The Company considers all highly liquid debt securities with a
maturity of three months or less when purchased to be cash
equivalents for the purposes of the statement of cash flows.
F-6
EMERALD CAPITAL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDING DECEMBER 31, 1996
Inventories:
Inventories, if noted, are stated at the lower of cost (first-in,
first-out method) or market.
Property and Equipment:
Property and equipment is stated at cost, less accumulated
depreciation. Depreciation is computed using the straight-line
method over the useful lives of the assets, which range from three
to thirty years.
Cost in Excess of Net Assets Acquired:
Cost in excess of net assets acquired is being amortized on a
straight-line basis over period of ten years. The Company, on an
ongoing basis, evaluates the operations using undiscounted
estimated future cash flows of the acquired businesses and assesses
recoverability of the recorded amounts of cost in excess of net
assets acquired. Provisions for impairment are recorded upon the
Company s determination that cash flows of the acquired business
will be insufficient to recover the associated cost in excess of
net assets acquired.
Income Taxes:
The Company accounts for income taxes under the provisions of
Statement of Financial Accounting Standards No. 109. The statement
requires the recognition of deferred tax assets and liabilities for
the expected future tax consequences of temporary differences
between the carrying amounts and tax basis of assets and
liabilities.
Future Accounting Pronouncements:
In March 1995, the Financial Accounting Standards Board issued
Statement No. 121 Accounting for Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed of, the Statement
requires, among other things, impairment loss of assets to be held
and gains for losses from assets that are expected to be disposed
of be included as a component of income from continuing operations
before taxes on income. The Company will adopt the Statement as of
January 1, 1996 and its implementation is not expected to have a
material effect.
F-7
EMERALD CAPITAL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDING DECEMBER 31, 1996
In October 1995, the Financial Accounting Standards Board issued
Statement No. 123 Accounting for Stock-Based Compensation. The
Statement establishes a fair value method for accounting for
stock-based compensation plans either through recognition or
disclosure. The Company does not presently intend to adopt the
fair value based method, but instead will, beginning in 1996,
disclose the effects of the calculation required by the Statement.
Financial Condition and Liquidity
The Company s consolidated financial statements have been prepared
assuming that it will continue as a going concern. The Company has
suffered recurring losses from operations and has an excess of
current liabilities over current assets and a capital deficit that
raise substantial doubt about its ability to continue as a going
concern. The Company s continued existence is dependent on its
ability to achieve profitable operations and obtain additional
financing. Management s plans in regard to these matters are
described below. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
The Company incurred a loss of $(1,285,216) and consumed cash in
operating activities of $541,466 for the year ended December 31,
1996 and had a working capital deficiency of $(1,114,995) and a
capital deficit of $(1,106,213) at December 31, 1996. At December
31, 1996, the Company had cash of $737.
The Company continued the restructuring of its businesses in 1996,
taking steps intended to improve operations and cash flow,
including (1) reducing company office facilities and personnel
levels to reduce costs, (2) eliminating in-house accounting
operations and personnel and providing for such services by
retaining less-expensive outside personnel. While the Company
believes that these measures will reduce the cash consumed in
operations, there is no assurance that revenues and profits of its
business or possible future acquisitions will be sufficient to fund
all of the Company s operations.
The Company believes that efforts to reduce its costs and improve
the operations are consistent with the Company s restructuring.
The Company anticipates that acquisitions should provide the
Company with the ability to cover fixed corporate costs.
The Company believes that should the aforementioned measures taken
to improve cash flow be successful, and provided that sales improve
due to the recent acquisitions, together with additional private
placements of which there is no assurance, existing cash and
F-8
EMERALD CAPITAL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDING DECEMBER 31, 1996
capital resources will be sufficient to fund operations for the
next twelve months. If the Company s cash flow improvement is less
than anticipated to enable the Company to have sufficient cash to
fund operations for the next twelve months, the Company would
consider a sale of a subsidiary, specific assets or operations or
a corporate reorganization or liquidation.
NOTE C - PROPERTY AND EQUIPMENT
Property and equipment consists of the following:
Equipment $ 4,678
Less: accumulated depreciation ( 936)
--------
$ 3,742
========
NOTE D - ACQUISITIONS
The Company acquired all of the assets if AccuMed Systems, Inc. in
March, 1995, in a transaction accounted for as a purchase, in
exchange for aggregate consideration of $800,000 consisting of
15,833 shares of common stock and warrants to acquire 15,833 shares
of common stock at $60.00 per share, exercisable through March 23,
1999. In the event that the shares of common stock issued in
connection with this transaction have a market value of less than
$800,000 in March 1998, the Company is obligated to issued up to
8,333 additional shares of common stock so that the aggregate value
of the common stock issued in $800,000. Cost in excess of net
assets acquired aggregated $624,432. Due to the acquired business
1995 operating performance and projected future cash flows, the
cost in excess of net assets acquired became impaired and have been
expensed.
The Company acquired SportAde International, Inc. effective
September 30,1995 and discontinued its operations as of December
31, 1996.
NOTE E - NOTES PAYABLE BANK, STOCKHOLDERS AND OTHER
Note payable bank bears interest at a rate of 1.5% over prime, is
payable monthly, and was due December 31, 1996. This note is
guaranteed by the Company s Chairman of the Board of Directors, and
is currently in default.
Notes payable stockholders are due on demand, bear interest at 8%
per annum, are unsecured, and are convertible to shares of common
stock.
Notes payable other are due on demand, bear interest at 8% per
annum and are unsecured. F-9
EMERALD CAPITAL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDING DECEMBER 31, 1996
NOTE F - COMMON AND PREFERRED STOCK
(1) During 1995, the Company issued 54,702 shares of common stock
in a private placement. The Company received cash proceeds of
$1,017,517.
(2) During 1995, 67,7226 shares of common stock valued at
$2,073,697 were issued in payments of expenses, salaries, legal
fees, and consulting services.
(3) During 1996, 1,067,060 shares of common stock were issued by
the Company in a private placement, for conversion of debt, for
legal and consulting fees, and to the shareholders of Sportade
Intl. The Company received cash proceeds of $55,000.
NOTE G - STOCK OPTIONS, WARRANTS AND RIGHTS
Stock Option Plan:
The Company s Stock Option Plan (the Plan ), as amended, provides
for the grant of up to 528 options to purchase common stock to
directors, officers and other key employees of the Company. No
options have been granted in 1994, 1995, 1996.
Non-Plan Options
No options have been granted in 1994, 1995, 1996.
Warrants and Rights:
During August of 1991, as part of the initial public offering, the
Company issued 1,260 Units which consisted of one share of common
stock and one warrant ( 1991 Warrant ). Each 1991 Warrant entitled
the holder therefore to purchase one share of common stock at an
exercise price of $5,400 per share, subsequently reduced to $1,800
per share, until December 31, 1996, subsequently extended to
December 31, 1997. No 1991 Warrants have been exercised.
NOTE H - DISCONTINUED AND DIVESTED OPERATIONS
In 1995, the Company discontinued its liquid process equipment
manufacturing operations, Licon, Inc. and Alval Process
Engineering, Ltd., UK. In 1996, the Company discontinued its
beverage operations. Approximately $2,719,598 of the Company s
consolidated losses for the period ending December 31, 1995, and
consolidated losses of $1,214,340 for the period ending December
31, 1996, were from these sold or discontinued operations. In
November, 1995, the Company together with Clydesdale Bank, UK,
appointed Touche Ross as a receiver to windup Alval Process
F-10
EMERALD CAPITAL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDING DECEMBER 31, 1996
Engineering, Ltd. There were no significant operations subsequent
to the date of discontinuance or sale and the segment s remaining
assets and liabilities are immaterial. Revenues for the sold and
discontinued operations were $348,261 and $2,187,920 respectively
for 1996 and 1995. As of December 31, 1996, the Company
discontinued the operations of SportAde and wrote off all of its
assets.
NOTE I - BUSINESS SEGMENTS
Information concerning the Company s business segments is as
follows:
Year ended December 31, 1996
(Continuing Operations)
Medical Corporate Consolidated
and other
Revenues $ 88,953 $ -0- $ 88,953
Operating
Income (Loss) $ (31,830) $ (39,046) $ (70,876)
Identifiable
Assets $ 28,077 $ 700 $ 28,777
Operating income (loss) represents total revenues less direct
operating expenses. Corporate and other include miscellaneous
revenues, interest expense, the $1,214,340 in expense due to the
write-off of net assets of a sold subsidiary, and general corporate
expenses. Identifiable assets are those used in t he Company s
operations in each segment.
NOTE J - COMMITMENTS AND CONTINGENCIES
The Company leases its office premises pursuant to operating leases
expiring through March, 1998. Future minimum rental payments are
as follows:
1997--$17,000
1998--$ 3,000
Legal Proceedings:
The Company has retained counsel to investigate bringing an action
against three former owners/employees of SportAde (the SportAde
Defendants) in order to (1) rescind Emerald s acquisition of
SportAde/Ocean Beverage made in September 1995 and/or (2) cause
F-11
EMERALD CAPITAL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDING DECEMBER 31, 1996
return of cash and other assets of SportAde misappropriated by the
SportAde Defendants. The Company is alleging, among other matters,
fraudulent schemes and diversion of cash and assets, and is seeking
reimbursement and damages from the parties. The Company has filed
a police report in connection with the actions of SportAde
Defendants. Counsel has advised the Company that two of the
Defendants are unlikely to have sufficient assets to repay the
Company, and that the third is a fugitive from police authorities
in an unrelated matter. The Company can not predict the outcome of
this litigation. The Company has written off the SportAde assets in
full at december 31, 1996.
Consulting and Employment Agreements
The Company entered into a six year consulting agreement with
Avalon Holdings, Inc., a company in which the Chairman of the
Company is a principal shareholder, effective April 1, 1996. The
annual base salary under the agreements is $250,000 per annum. In
view of the Company s financial condition, Avalon continues to
accrue all of its fees.
NOTE K - INCOME TAXES
At December 31,1996, the Company had net operating loss carry
forwards for income tax purposes of approximately $17,900,000 which
expire substantially from 2005 through 2011.
Deferred income taxes are comprised principally of the following at
December 31, 1996:
Net operating loss carry forwards $ 6,500,000
Deferred tax asset valuation (6,500,000)
allowance
Net deferred tax asset $ -0-
============
Realization of any portion of the net deferred tax asset, of
approximately $6,500,000 at December 31, 1996, is not considered
more likely than not and accordingly, a valuation allowance has
been provided for such amount. Changes in ownership of greater
than 50% which occurred as a result of the Company s initial public
offering and subsequent stock issuances resulted in a substantial
annual limitation being imposed upon the future utilization of the
net operating losses for U.S. tax purposes.
F-12
EMERALD CAPITAL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDING DECEMBER 31, 1996
NOTE L - SUBSEQUENT EVENTS
(a) The Company sold its SportAde International, Inc. beverage
operations to AquaFlor, Ltda. effective as of December 31, 1996,
for cancellation of promissory notes, interest among other
consideration. The Company retained certain non-exclusive North
American distribution rights in and to the beverage product line.
The Company valued the sale at $200,000.
NOTE M - FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company s financial instruments consist principally of cash,
accounts receivable, accounts payable and accrued expenses, and
notes payable. The carrying amounts of such financial instruments
as reflected in the consolidated balance sheet approximate their
value as of December 31, 1995. The estimated fair value is not
necessarily indicative of the amounts the Company would realize in
a current market exchange or of future earnings or cash flows.
NOTE N - SUPPLEMENTAL CASH FLOW INFORMATION
The following are supplemental disclosures to the Consolidated
Statements of Cash Flows:
Year ended December 31,
1996 1995
Interest paid in 1996 and 1995 $ 2,538 $ -0-
Non-cash investing and financing
activities:
Common stock (67,226 shares for
1995 and 413,143 for 1996) for
convertible note conversion
and for legal and other services 178,860 2,073,697
Common stock (42,260 shares) issued
in settlement of accounts payable -0- 861,575
Units issued for debt forgiveness 263,000 -0-
Common stock (15,833 shares) issued
in connection with AccuMed
acquisition -0- 800,000
Common stock (12,500 shares) issued
in connection with Captive Management
acquisition -0- 37,000
Common stock (16,667 and 236 366)
issued in connection with SportAde
acquisition 236,366 1,000,000
F-13
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
(PRESENTED AS AN EXHIBIT TO ITEM 8 OF REPORT ONLY)
Board of Directors
Emerald Capital Holdings, Inc.
Tampa, Florida
We have audited the accompanying consolidated balance sheet of
Emerald Capital Holdings, Inc. and subsidiaries as of December 31,
1995 and the related consolidated statement of operations,
stockholder s equity and cash flows for each of the two years in
the period 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 audit 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 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 Emerald Capital Holdings, Inc. and subsidiaries at
December 31, 1995, and the results of its operations and their cash
flows for each of the two years in the period 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 B to the consolidated financial
statements, the Company has suffered recurring losses from
operations and has an excess of current liabilities over current
assets and a capital deficit that raise substantial doubt about its
ability to continue as a going concern. Management s plans in
regards to these matters are also described in Note B. The
financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
Miami, Florida BIO Seidman, LLP
October 4, 1996, Except for Note L(c)
which is as of November 5, 1996
F-14
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
EMERALD CAPITAL HOLDINGS, INC.
BY: /s/ Robert Springer
Chairman
In accordance with the Exchange Act, this report has been signed
below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.
Signature Title Date
/s/ Robert Springer
Chairman (Acting Principal Executive 10/10/97
Officer, Acting Chief Financial
Officer)
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------ -------------
3.1 Amended and Restated Certificate of Incorporation of the
Company, as filed with the Secretary of State of Delaware on
August 14, 1991(1)
3.1a Amended Certificate of Incorporation of the Company, as filed
with the Secretary of State of Delaware on June 7, 1995. (7)
3.1b Certificate of Amendment to Amended and Restated Certificate
of Incorporation, as amended (7)
3.2 Bylaws of the Company(2)
3.3 Certificate of Retirement of Preferred Stock as filed with the
Secretary of State of Delaware(3)
3.4 Amendment to By-Laws of the Company(6)
4.1 Warrant Agreement, dated as of August 13, 1991, among the
Company, American Stock Transfer & Trust Co. (American) and
Stratton(1)
4.2 First Amendment, dated October 30, 1992, to Warrant Agreement,
dated August 13, 1991, among the Company, American and
Stratton(3)
4.3 Warrant Agreement, dated February 16, 1993, between the
Company and American(5)
4.4 Form of First Amendment to Warrant Agreement to be entered
into between the Company and American(5)
4.5 Specimen Common Stock Certificate(2)
4.6 Class A Warrant Agreement, dated October 12, 1993, between the
Company and AWH(5)
4.7 Class B Warrant Agreement, dated October 12, 1993, between the
Company and AWH(5)
4.8 Form of Class C Warrant(6)
4.9 Form of Class D Warrant(6)
10.1 Amended and Restated 1990 Stock Option Plan(4)
10.2 Form of Indemnification Agreement with Officers and
Directors(3)
EXHIBITS
- --------
10.3 Indemnification Agreement, dated August 17, 1991,
between the Company and Robert Springer(1)
10.4 Form of Confidential Information and Intellectual
Property Rights Agreement(2)
10.5 AccuMed Acquisition Agreement (6)
[ARTICLE] 5
<TABLE>
<S> <C>
[PERIOD-TYPE] 12-MOS
[FISCAL-YEAR-END] DEC-31-1996
[PERIOD-END] DEC-31-1996
[CASH] 737
[SECURITIES] 0
[RECEIVABLES] 16,026
[ALLOWANCES] 0
[INVENTORY] 0
[CURRENT-ASSETS] 19,995
[PP&E] 4,678
[DEPRECIATION] 936
[TOTAL-ASSETS] 28,777
[CURRENT-LIABILITIES] 1,134,990
[BONDS] 0
[PREFERRED-MANDATORY] 0
[PREFERRED] 0
[COMMON] 1,343
[OTHER-SE] (1,107,556)
[TOTAL-LIABILITY-AND-EQUITY] 28,777
[SALES] 88,953
[TOTAL-REVENUES] 88,953
[CGS] 0
[TOTAL-COSTS] (77,206)
[OTHER-EXPENSES] 209,785
[LOSS-PROVISION] 0
[INTEREST-EXPENSE] 27,250
[INCOME-PRETAX] (70,876)
[INCOME-TAX] 0
[INCOME-CONTINUING] (70,876)
[DISCONTINUED] (1,214,340)
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] (1,285,216)
[EPS-PRIMARY] (1.38)
[EPS-DILUTED] (1.38)
</TABLE>
