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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
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 000-20702
ARGENT CAPITAL CORPORATION
(Name of Small Business Issuer as Specified in Its Charter)
NEVADA 88-0383765
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
1801 WEST END AVENUE,
SUITE 1110, NASHVILLE, TN 37203
(Address of Principal Executive Offices) (Zip Code)
Issuer's Telephone Number, Including Area Code: (615) 345-6200
Securities registered under Section 12(b) of the Exchange Act:
NONE
Securities registered under Section 12(g) of the Exchange Act:
COMMON STOCK, $.001 PAR VALUE
(Title of Class)
Check whether the issuer: (i) 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 is contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.[ ]
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Revenues from continuing operations for fiscal year ended December 31,
1998 were $170.
As of April 16, 1999, there were issued and outstanding 8,282,702 shares
of the Registrant's Common Stock. The aggregate market value of the voting and
non-voting common shares held by non-affiliates of the Registrant, computed by
reference to the closing common stock price of $5.25 on the OTC Bulletin Board
as of April 16, 1999, and comprised of 1,102,812 voting common shares, was
$5,789,763.00.
DOCUMENTS INCORPORATED BY REFERENCE
None
Transitional Small Business Disclosure Format (check one):
YES [ ] NO [X]
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ARGENT CAPITAL CORPORATION
FORM 10-KSB
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
TABLE OF CONTENTS
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PAGE
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PART I
Item 1. Description of Business 4
Item 2. Description of Properties 7
Item 3. Legal Proceedings 7
Item 4. Submission of Matters to a Vote of Security Holders 8
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters 8
Item 6. Plan of Operation 9
Item 7. Financial Statements 11
Item 8. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure 11
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons 11
Item 10. Executive Compensation 12
Item 11. Security Ownership of Certain Beneficial Owners and Management 13
Item 12. Certain Relationships and Related Transactions 14
Item 13. Exhibits and Reports on Form 8-K 15
</TABLE>
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
GENERAL
Argent Capital Corporation (referred to alternately as "ACC," the
"Company" or the "Registrant") is the successor-in-interest to the business
previously conducted by Sunport Medical Corporation ("Sunport"). At February 27,
1998, ACC became a holding company as a result of a reverse merger with
Clearview Capital Corporation ("Clearview"), a California corporation engaged in
a mortgage banking business. All references to the Company prior to February 27,
1998 refer only to Sunport, unless the context otherwise requires. The
background of the Company's earlier businesses and how it evolved to its current
business are described in greater detail below under the heading "History of
Business."
The Company's primary businesses are the marketing of financial
services and internet advertising, both directly and through its key operating
subsidiaries, Argent Financial Services ("AFS") and the recently-acquired
NetVoucher, Inc. ("NetVoucher"). The headquarters of ACC and AFS are located in
Nashville, Tennessee, and NetVoucher is located in Birmingham, Alabama. AFS has
access to independent sales representatives across the nation who are engaged
in, among other things, sales of insurance and other financial products.
NetVoucher has developed a proprietary internet advertising product that
provides local merchants with an internet presence and provides local merchants
with the opportunity to advertise and reach potential customers through a
website location on the internet.
As described in the following paragraphs, the Company has had other
operating subsidiaries engaged in other businesses, including medical diagnostic
imaging and mortgage banking, but at this time such operations do not contribute
to the current and future operations of the Company.
FORWARD-LOOKING STATEMENTS
"Safe Harbor" statement under the Private Securities Litigation Reform
Act of 1995: This Form 10-KSB contains forward-looking statements that are
subject to risks and uncertainties, including but not limited to, changes in
economic conditions in the Company`s market areas, changes in policies by
regulatory agencies, changes in the programs and products offered by the
businesses whose programs and products it offers, the impact of competitive
products and services, risks relating to the demand for the products and
services offered by the Company and its subsidiaries, the ability of the Company
and its subsidiaries to manage the marketing services, sales of insurance
products and other products and services they offer, general economic conditions
and other risks detailed from time to time in the Company's filings with the
Securities and Exchange Commission. The Company cautions readers not to place
undue reliance on forward-looking statements since there can be no assurances
about the extent and nature of the various risk factors referred to above. The
Company does not undertake and specifically disclaims any obligation to revise
any forward-looking statements to reflect the occurrence of anticipated or
unanticipated events or circumstances after the date of such statements. These
risks could cause the Company's actual results for 1999 and beyond to differ
materially from those expressed in any forward-looking statements by, or on
behalf of, the Company.
HISTORY OF REGISTRANT'S BUSINESS
EARLY OPERATIONS. The Company was originally incorporated under the
laws of British Columbia in 1989 as Newport Metals Corporation, and was involved
in the mining industry until 1992 when it changed its legal name to Sunport
Medical Corporation and entered the diagnostic imaging segment of the medical
services industry. Although it was involved in the medical imaging businesses
from 1992 through 1996, Sunport encountered difficulties in those businesses,
due to significant regulatory changes and increased competition, and was
actively engaged in restructuring and divesting itself of various business units
between 1992 and 1996. As part of its process of restructuring and repositioning
its businesses, Sunport completed several transactions, including the following,
among others:
In March, 1996, Sunport sold all physical therapy assets (excluding
accounts receivable) associated with three of its physical therapy
centers for $801,000 cash, entered into a Non-Competition Agreement and
concurrently ceased operations of the remaining physical therapy
centers.
In September, 1996, 7,000,000 of Sunport's common shares previously
issued to its former management company in a private placement were
returned as part of a Settlement Agreement with the former management
company and its related parties. Also, 500,000 of Sunport's common
shares previously held by the Chairman of the former management company
were returned to Sunport as part of the Settlement Agreement. These
returned shares were held by Sunport as Treasury Stock until September
11, 1997, when Sunport canceled 7,000,000 of the returned shares. In
November 1997 the authorized capital of the Company was reduced to
93,000,000.
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In October, 1996, Sunport sold substantially all of the assets of its
diagnostic imaging subsidiaries to U.S. Diagnostic, Inc. pursuant to an
Asset Purchase Agreement.
In July, 1997, Sunport sold all of its accounts receivable for $750,000
cash under the terms of an Accounts Receivable Purchase Agreement with
Natco Industries, Inc. ("Natco"). Natco also assumed all of the
personnel and liabilities associated with Sunport's billing and
collection operation.
THE ACQUISITION OF CLEARVIEW. After completing the divestiture of its
medical business in October, 1996, management sought to enter a more profitable
business and commenced investigating acquisition opportunities. Sunport
initially attempted to find a medical business to acquire or merge with but was
unsuccessful at identifying another business of the right size, or that was
otherwise sufficiently attractive as an acquisition or merger candidate, on
terms that were acceptable. After considering various possible acquisitions, in
mid-1997 Sunport entered into discussions with Clearview Holdings Corporation,
S.A. ("CHC") regarding the possible acquisition of Clearview, CHC's wholly-owned
subsidiary which Sunport believed to be an historically profitable,
California-based residential mortgage banking operation. The management of
Sunport expected the acquisition of Clearview to provide an income stream and
growth potential that management believed was high in relation to the amount of
invested capital. Management also believed that a mortgage banking operation
would attract higher market price-earnings ratios over the course of time.
In December, 1997, Sunport entered into an agreement to purchase all of
Clearview's capital stock in exchange for Sunport issuing to CHC shares of
newly-issued Sunport common stock in an amount representing 75% of Sunport's
then-outstanding common stock at the closing of the purchase. At Sunport's
Annual Meeting of Shareholders held in January, 1998, the shareholders approved
the proposal to acquire Clearview and several other proposals related to the
consummation of the purchase, including the accomplishment of a one-for-thirty
reverse stock split, an increase in Sunport's authorized capital to 100 million
common shares, a change of Sunport's legal domicile from British Columbia,
Canada to Nevada, and the merger of Sunport into a newly-formed, wholly-owned
subsidiary incorporated in Nevada named "Argent Capital Corporation". The
reverse merger was consummated on February 27, 1998 when Sunport was merged into
ACC and the number of outstanding shares of the Company was reduced on a
one-for-thirty basis. On the same date, the acquisition of Clearview was
consummated, and the Company issued to CHC shares representing 75% of all the
Company's common shares then-outstanding upon the issuance. At that time, ACC
succeeded to the listing of Sunport on the NASDAQ SmallCap Market and began
trading under its new symbol "ACCT". For accounting purposes, ACC was the
surviving corporation of the merger and recorded the transaction and the
acquisition of Clearview as a purchase. In June, 1998, the name of Clearview was
changed to Argent Mortgage Corporation ("AMC").
THE ACQUISITION OF SULLIVAN AND MOCK. In August, 1998, the Company
acquired, for approximately $402,000 in cash, all of the outstanding capital
stock of Sullivan and Mock, a mortgage banking company doing business in Nevada.
The Company believed the acquisition was strategically well placed in relation
to its projected operations through AMC's residential mortgage banking business
in California. The Sullivan and Mock transaction was accounted for as a purchase
and the assets acquired and the liabilities assumed in conjunction with this
transaction are summarized in the accompanying Statements of Cash Flows.
THE MORTGAGE BANKING BUSINESS. Commencing approximately in August, 1998
and largely to a sudden rise in interest rates in certain fixed income markets,
connected with economic disruptions overseas, the secondary market for pooled
mortgage loans, including residential mortgage loans, encountered a substantial
downturn which worsened over the ensuing months. This caused great instability
in the secondary mortgage markets and many investors and intermediaries
previously engaged in purchasing and selling residential mortgage loans ceased
operations. AMC acquired loans from correspondent originators throughout the
country and in turn re-sold such loans to other entities engaged in the business
of packaging larger blocks of mortgages and in turn re-selling them to investors
and other secondary market sources. When the secondary markets became unstable,
the investors to whom AMC sold mortgages refused to purchase additional
mortgages, in large part due to their inability to themselves re-sell such
mortgages. As a result, AMC's inability to sell to such investors and
intermediaries left loans on the books of AMC for a considerably longer time
than had been planned. As a result, AMC encountered difficulties in repaying
credit facilities from "warehouse" lenders, which were in the business of
extending relatively short-term credit to loan originating entities, such as
AMC, and which facilities allowed AMC to purchase residential mortgage loans
from correspondents for resale into the secondary mortgage market.
These difficulties caused AMC to fall into non-compliance with its
repayment obligations on such facilities, and AMC's warehouse lending facilities
were terminated in the fourth quarter of 1998 with balances outstanding. In
March, 1999, AMC and the Company entered into settlement agreements with its
warehouse lenders. Under the settlement agreements, the Company paid $325,000 in
cash and transferred its ownership interests in mortgage loans totaling
approximately $3,186,000 as payment for the balance due of approximately
$3,105,000 plus accrued interest under the warehouse facilities.
In the fourth quarter of 1998, the Company determined that the mortgage
banking business no longer fit its strategic plan and, as such, decided to
discontinue its mortgage banking activities. The mortgage banking business is
reported as a discontinued operation for all periods presented. In conjunction
with the discontinuance of the mortgage banking business, Sullivan & Mock was
closed as of
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February 15, 1999. The goodwill related to the acquisition of Sullivan & Mock
was charged to discontinued operations as of December 31, 1998. The negative
goodwill related to the reverse merger between Clearview and the Company was
credited to discontinued operations as of December 31, 1998.
THE COMPANY'S CURRENT OPERATIONS
FORMATION AND DEVELOPMENT OF ARGENT FINANCIAL SERVICES, INC.
AFS, a wholly owned subsidiary of the Company, was formed in June,
1998. AFS will market the Company's proprietary state-of-the-art software system
known as Argent Quest for Success ("AQS"). The AQS multi-media advanced consumer
education and success implementation software has a total of eight modules.
These modules address risk and asset management concerns and provide strategies
on wealth building, debt elimination, insurance needs, estate planning, home
mortgage, basic budgeting, tax savings and dream achievement. It is expected
that AQS will also provide consumers numerous on-line benefits, including
shopping, Internet banking and stock trading, and other special Internet tools.
AFS will market its products through a multi-level marketing
organization, which will operate nationally. Consumers will be introduced to AQS
by insurance agents in the comfort of their home. The insurance agents will
access the AQS proposal system through the internet utilizing laptop computers.
The AQS system will illustrate the effects of repositioning the homeowners'
equity for accelerated growth, rather than in a form with no or limited
possibilities for a return on such equity. AQS is expected to be launched during
the latter half of 1999. The AQS system is believed to be unique and, when
combined with a proprietary compensation program, is expected to give AFS a
competitive advantage.
AFS is in final negotiations with an insurance company partner to
provide life, health, disability, long-term care and annuity products. AFS is
also in discussions with a potential banking partner to provide on-line banking
services to its customer base.
Many of the states in which AFS will be doing business require that the
insurance agents be licensed. AFS is in the process of applying for and
obtaining all licenses required. In addition, certain products that will be
offered by AFS require various governmental and legal approvals and all such
necessary approvals will be obtained before the products are marketed.
Additional information regarding the plan of operation for AFS is set
forth below in Item 6 under the heading "Plan of Operation."
ACQUISITION OF NETVOUCHER, INC.
On April 12, 1999, the Company acquired NetVoucher, Inc. ("NetVoucher")
following negotiations and planning which had been ongoing for some months.
NetVoucher was an Alabama corporation engaged in the development of internet
commerce software and merchandising programs. NetVoucher was acquired through a
merger of NetVoucher with and into Argent Security Corporation ("ASC"), a
previously inactive, wholly-owned Nevada subsidiary of the Company. Although ASC
was the surviving corporation in the merger, it will continue business under the
name NetVoucher, Inc. The transaction was consummated pursuant to a Stock
Purchase Agreement, dated March 12, 1999, entered into by the Company, Optimize,
Inc. ("Optimize"), a major shareholder of NetVoucher, and the other shareholders
of NetVoucher (the "NetVoucher Agreement"). The NetVoucher Agreement contained
representations, warranties, conditions and covenants of the parties typical for
transactions of this type.
In consideration for all of the shares of NetVoucher, the shareholders
of NetVoucher received on the closing date, pro rata (i) 2,000,000 newly-issued,
unregistered common shares of the Company, (ii) ten-year options to purchase up
to 1,000,000 additional shares of the Company at an exercise price of $.25 per
share, and (iii) ten-year options to purchase up to 1,000,000 shares of the
Company at an exercise price of $25.00 per share. Additionally, as part of the
consideration for the purchase, the following individuals received additional
ten-year stock options to purchase up to the following numbers of common shares
of the Company, James L. Thompson II, 450,000 shares; P. Micheal Davidson,
450,000 shares; Mark E. Hoffman, 50,000 shares; Daniel Davidson, 50,000 shares.
The number of all of the foregoing options and their exercise prices per share
is subject to adjustment in the event of any stock split, stock dividend or
similar adjustment to the capital stock of the Company.
As further consideration, within 60 days following the second
anniversary of the closing date, the Company will pay, pro rata to the former
Class A shareholders of NetVoucher, consideration in the amount of 30% of the
value of NetVoucher at that time, as determined by a business valuation expert
to be mutually agreed upon. At the option of the Company, this consideration may
be all cash, or a combination of cash and stock composed of at least 50% cash.
In the event that the Company sells NetVoucher before the second anniversary of
the closing date, it must pay the former Class A shareholders of NetVoucher 30%
of the gross proceeds of such sale.
In connection with the acquisition, the Company also executed a
Management Information Systems Contract with Optimize providing for Optimize,
Inc. to render continuing systems development, support and integration to
NetVoucher over at least a three-year period, and to receive 10% of all gross
revenues derived by NetVoucher over a ten-year period from use of the NetVoucher
internet advertising and marketing system.
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The NetVoucher Agreement further requires the Company to file a
registration statement with the Securities and Exchange Commission with respect
to the 2,000,000 shares issued in connection with the purchase of NetVoucher, as
soon as practicable after the closing date, provided, however, that such
registration is in conjunction with a public offering by the Company of
newly-issued common stock or other securities and that other holders of
unregistered securities are also permitted to register their securities at such
time. Two former senior officers and directors of NetVoucher, or persons
nominated by them and acceptable to the Company, are expected to be appointed to
the Board of Directors of the Company.
Additional information regarding the plan of operation of NetVoucher is
set forth below in Item 6 under the heading "Plan of Operation."
EMPLOYEES. At December 31, 1998, the Company had 5 employees in
continuing operations and 11 employees in discontinued operations.
ITEM 2. DESCRIPTION OF PROPERTY
As of December 31, 1998, the Company conducted business through its
Nashville office. The Huntington Beach, California and Las Vegas, Nevada offices
were closed during the first quarter of 1999 in conjunction with discontinuing
its mortgage banking activity.
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Leased or Original Year Date of Lease Net Book Value
Location Owned Leased Expiration of Leasehold Improvements
- -------- --------- ------------- ------------- -------------------------
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Corporate Headquarters and Argent Leased 1994 3/31/99(1) $0(2)
Mortgage Corporation
101 Main Street,
Huntington Beach, CA
Sullivan & Mock Leased 1998(3) 2/15/99(4) --
1840 East Sahara
Suite 106,
Las Vegas, NV
Argent Financial Services Leased 1998 (5) --
1801 W. End Ave., Suite 1110
Nashville, TN
</TABLE>
(1)-Lease terminated as of 3/31/99
(2)-Leasehold improvements were written off in conjunction with the termination
of the lease.
(3)-Sullivan & Mock was acquired on 8/31/98
(4)-Sullivan & Mock vacated the space on 2/15/99
(5)-Lease is month to month
As of March 31, 1999, the Company terminated the leases on its Huntington Beach,
California location. The termination agreement required the Company to pay rents
due through March 31, 1999. The landlord waived all obligations under the leases
subsequent to the effective date of the termination.
ITEM 3. LEGAL PROCEEDINGS
The Company is party to certain legal proceedings incidental to its
business. Management believes that the outcome of such proceedings, in the
aggregate, will not have a material adverse effect on the Company's business or
financial condition. Set forth below is a summary description of a pending
lawsuit involving the Company.
ARGENT CAPITAL CORPORATION V. CLEARVIEW HOLDING CORPORATION S.A. --
Orange County Superior Court, Case No. 805225. This case arises from the
consummation of the reverse merger by which the Company acquired Clearview (now
known as "Argent
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Mortgage Corporation") from CHC. This suit, filed on February 4, 1999, seeks to
rescind the acquisition of Clearview based upon fraud by CHC in connection with
the Stock Purchase Agreement, dated December 19, 1997, pursuant to which the
Company acquired Clearview. The Company alleges, among other things, that CHC
knowingly made certain false representations concerning the financial condition,
assets and records of Clearview. The Company is seeking rescission of the
purchase and cancellation of the shares of the Company acquired by CHC as
consideration for the sale of Clearview to the Company. (Originally, at the
closing of the transaction in February, 1998, 1,845,831 shares were due to be
issued to CHC. However, due to errors and misstatements contained in documents
delivered in connection with the Stock Purchase Agreement, the number of ACC
shares issued to CHC was reduced to 1,493,631 and a stock certificate for that
number of shares was issued to and accepted by CHC in or about July, 1998.) On
February 20, 1999, the Company served the complaint on CHC by serving Mr. Pieter
G. K. Oosthuizen, a former director and a current beneficial shareholder of the
Company. Mr. Oosthuizen has represented himself to be in control of Nuova Arca
Investments, Ltd., the corporation that owns 100 per cent of the shares of CHC.
CHC has not yet answered the Complaint. If the Company is successful in
rescinding the transaction, the shares of Clearview would be ordered returned to
CHC and the shares of the Company now held by CHC would be ordered cancelled or
returned to the Company for cancellation.
The Company has also notified CHC, in accordance with the terms of the
Stock Purchase Agreement, that the Company has suffered Loss (as that term is
defined in the Stock Purchase Agreement) in the amount of $1,679,005 and that
based on the adjustment formula set forth in the Stock Purchase Agreement, the
number of ACC common shares issued to CHC as of the closing date of the purchase
of Clearview should be further reduced to 488,406 shares from 1,493,631 shares.
The Company has demanded that CHC surrender its stock certificate so that the
appropriate adjustment can be made. CHC has requested supporting documentation
for the Loss claimed and the Company is in the process of providing such
supporting documentation to CHC.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company did not submit any matters to a vote of its security holders during
the fourth quarter of 1998.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
As of December 31, 1998 and currently, the Company's Common Stock was,
and is, traded on the OTC Bulletin Board ("OTCBB") under the trading symbol
"ACCT".
The following tables set forth the high and low bid prices for the
Common Stock trading on National Association of Securities Dealers Automated
Quotation System ("NASDAQ") and OTCBB for the previous two fiscal years.
These tables are based on transaction data as reported by NASDAQ and OTCBB:
<TABLE>
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U.S. Currency
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High Low
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FISCAL YEAR ENDED 12/31/97:
First Quarter $7.50 $2.81
Second Quarter 6.52 2.81
Third Quarter 4.69 2.81
Fourth Quarter 5.62 1.88
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<TABLE>
<CAPTION>
U.S. Currency
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High Low
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<S> <C> <C>
FISCAL YEAR ENDED 12/31/98:
First Quarter $3.75 $1.88
Second Quarter 3.50 0.75
Third Quarter 2.38 0.56
Fourth Quarter 1.75 0.25
</TABLE>
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As of December 31, 1998, there were 2,576,038 shares outstanding, with
approximately 1,334 holders of record of the Company's Common Stock. The Company
has paid no dividends on its Common Stock in the prior two fiscal years.
The Company was informed in February, 1998, by the NASDAQ Stock Market
that the Company was not then in compliance with new standards required for
maintaining a listing on the NASDAQ SmallCap Market. On March 26, 1998 the
Company filed a request for an exception to the listing requirements. By letter
dated July 20, 1998, NASDAQ's Listings Qualification Panel (the "Panel")
notified the Company of NASDAQ's intent to delist the Company's common stock
from the SmallCap Market. The Company appealed and requested an oral hearing,
which was held on September 2, 1998 in Washington, DC. At the hearing,
management presented a new business plan and a specific timetable for regaining
compliance with NASDAQ listing requirements. However, the Company was notified
on October 27, 1998 that the Panel determined to delist the Company's securities
from the NASDAQ Stock Market effective on that date. The Company decided not to
appeal the decision of the NASDAQ Panel because of the time and costs involved,
the fact that the Panel's decision had been based as a strict application of
mandatory financial criteria to the Company, and the fact that the Company's
stock would still be eligible for trading on the OTCBB.
The Company's securities are now traded on the OTCBB, an electronic
trading system under the general oversight of National Association of Securities
Dealers and involving self-selected market makers in the Company's stock, which
are legally required to be registered broker dealers. The OTCBB is a quotation
service which displays real-time quotes, last-sale prices, and volume
information for domestic and certain foreign securities. The regulations
applicable to stocks traded on the OTCBB have recently been upgraded to impose
significant new financial reporting requirements on such companies. Subject to a
phase-period starting in June, 1999, market makers will not be permitted to
quote stock prices on the OTCBB unless the issuer has registered with the
Securities and Exchange Commission ("SEC"), or other applicable agency, and
submitted the required periodic reports, including the Form 10-KSB, 10-QSB and
other applicable reports, to the SEC or such other agency.
Information Required by Item 701 of Regulation SB
On October 30, 1998, the Company sold and issued 140,000 unregistered
units to each of Dennis R. Gutzman, its Chairman, and Christopher A. Millar, its
President and Chief Executive Officer, for aggregate cash consideration of
$35,000 with respect to each issuance. Each investment unit was comprised of one
share of the Company's common stock and one warrant to purchase an additional
share of common stock at any time within the three year period following the
issuance. The purchase price of the shares subject to acquisition under the
warrants is $.25 per share, and any number of warrants may be exercised from
time to time during the period of their validity. The publicly traded common
stock of the Company was trading at approximately $0.50- $ 0.625 per share at
the time. The independent directors of the Company approved the issuance of
these restricted (non-tradeable) shares and warrants at that price because, due
to the severe liquidity problems being experienced by the Company at the time,
and despite the best efforts of management to obtain other capital from outside
sources, there were no such sources of capital available at that time.
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Separately, on November 15, 1998, Mr. Millar purchased from the Company
183,911 common shares for aggregate consideration of $1,893.11. The purchase
price and the number of shares issued were determined pursuant to his employment
agreement with the Company dating from April 15, 1998, under which the Company
had agreed to issue him such number of shares for nominal consideration in order
to induce him to accept his current positions with the Company.
Neither the investment units nor the 183,911 shares issued separately
to Mr. Millar were registered under the Securities Act of 1933, as amended (the
"Act"), and were issued in reliance upon the exemption provided by Section 4(2)
of the Act. Each if the issuances was approved by the independent Directors of
the Company. The proceeds of the issuances were used for general corporate
purposes of the Company.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
On or about October 5, 1998, Christopher Millar purchased 8,284 shares
of Company common stock in open market purchases. On October 15, 1998, Mr.
Millar and Dennis R. Gutzman, M.D. each purchased 140,000 investment units, each
consisting of one share of common stock and one common stock purchase warrant.
These were outright investment purchases negotiated between the individuals and
the non management directors of the Company, and were not treated as
compensation. On November 15, 1998, Christopher Millar purchased 183,911 shares
of Company common stock, at $.01 per share, pursuant to the terms of his
employment agreement with the Company. The initial purchase by Mr. Millar was
required to be reported on a Form 3 filed with the Securities and Exchange
Commission (the "Commission") pursuant to Section 16 of the Exchange Act, within
ten days after the purchase occurred. The later purchases by Mr. Millar and the
purchase by Dr. Gutzman were required to be reported by the filing of a Form 4
by each such shareholder within ten days after the end of the calendar month in
which they occurred. These purchases were not timely reported on Form 3 or Form
4, respectively, at such time, but were reported by the filing of a Form 5 by
each purchaser, on or about March 19, 1999.
ITEM 6. PLAN OF OPERATION
The Company discontinued its mortgage banking activities in December,
1998. The Company will conduct its business through two subsidiaries, AFS and
NetVoucher.
ARGENT FINANCIAL SERVICES
Management intends to launch AFS operations in May, 1999, commencing
with the recruitment of independent sales agents to offer several insurance and
income protection products. The Company and AFS have recently been in active
discussions with a major insurance company located in the Southeastern U.S. with
a view to offering its products through such a network of independent,
affiliated sales agents. The business plan calls for over 15,000 independent
agents and the addition of over 100 employees in 1999.
Management also plans to launch a proprietary, state of the art
software system called Argent Quest for Success through AFS during the latter
half of 1999. AQS is a multi-media advanced consumer education and success
implementation software with eight specialized "modules." These modules address
wealth building, debt elimination, insurance needs, estate planning, home
mortgages, basic budgeting, tax savings and dream achievement. AFS also intends
to offer consumers on-line based products and services, such as internet
shopping, banking, stock trading, and other internet tools.
Products are being developed by third parties under AFS' direction and
by insurance company strategic partners. Agreements have also been entered into
to market products developed by outside third parties. AFS is also in
discussions with potential strategic partners that would provide various banking
products to AFS clients.
AFS will market its financial products through a multi-level marketing
organization operating nationally. Consumers will be introduced to AQS by
licensed insurance agents and financial planners in the comfort of their home.
The agents will access the AQS proposal system via the internet utilizing laptop
computers. The AQS system will demonstrate the effects of repositioning the
homeowners' equity for accelerated growth in conjunction with various financial
products. Products to be sold through the AQS system are being developed by
third parties, including insurance company strategic partners of AFS.
It is anticipated that AFS will have a negative cash flow from
operations during its first three quarters. Beginning in the fourth quarter of
operations, cash flow should achieve break even or better. Management's cash
flow projections are necessarily based on incomplete information and upon
certain assumptions, which are subject to change and revisions regardless of the
effectiveness of management in pursuing its implementation goals. Cash required
to fund operations during the first three quarters is projected to be in excess
of $1 million. Funding is expected to be provided by investors and by strategic
partners, such as providers of various financial products to be sold through
AFS, but AFS and the Company do not presently have any binding commitments for
funding other than as may be indicated elsewhere herein.
10
<PAGE> 11
AFS expects to expend approximately $800,000 for furniture and computer
equipment to support its operations. In addition, computer software acquisitions
will approximate $200,000 during 1999. To the extent financing is available,
these purchases will be financed.
The business plan calls for the addition of over 100 employees during
1999. The majority of the additions will be staff required to support the
national marketing organization.
NETVOUCHER, INC.
NetVoucher has developed a proprietary internet advertising product
(e-Advertising) that provides local merchants a web presence and allows such
merchants to build advertising strategies to reach potential customers through a
website location on the internet. Each local merchant that subscribes to the
service will have a web page, along with banner ads and other specialty ad
promotions designed to attract customers through the NetVoucher system. It is
expected that merchants will pay NetVoucher monthly advertising fees and,
potentially, fees for special advertising services and other fees based on
customer traffic produced for the merchants through the NetVoucher system.
The NetVoucher internet advertising system (the "NetVoucher System") is
actually comprised of several related, software and internet-based products and
services providing for interactive marketing and advertising by merchants, to
and with consumers. These were developed by Optimize, Inc. ("Optimize"), a
former shareholder of NetVoucher, which transferred to NetVoucher all equipment,
personnel, rights to the software and related intellectual property rights,
including trademarks and copyrights, which collectively comprise the NetVoucher
System. The elements of the NetVoucher System, which have been substantially
developed to date and which are being tested, include the following: (1)
NetVoucher and e-Advertising (which are internet-based advertising products to
be sold to merchants); (2) NetVoucher Plus (an enhancement to NetVoucher and
e-Advertising); (3) e-point (an internet software product which tracks customer
sales; and (4) other elements, including a merchant kit, advertising strategies
manuals and NetTrooper, an internet software training product. NetVoucher either
has obtained, or is in the process of obtaining, trademark and service mark
protection for all of these products and services, and may seek patent,
trademark and other intellectual property right protection for other elements as
well.
Consumers will also be enrolled, without fees, as users of the
NetVoucher System. By logging on to the system, consumers will have access to
promotions offered by merchant members. NetVoucher expects that the benefits
afforded consumers through enrollment will facilitate strong development of the
consumer and merchant subscriber base, but is unable to make definitive
projections at this time.
NetVoucher began testing the system in Birmingham, Alabama during
March, 1999, and management expects to begin rolling out the system nationwide
in May, 1999. The business plan calls for a presence in every major city in the
United States by February, 2000. NetVoucher has contracted national and regional
marketing directors, and area coordinators throughout the United States to begin
the national roll-out. The budget and the timetable for the national roll out
are still under development, and the national roll out will depend to some
degree on the availability of sufficient funds to make the system operational
nationwide.
The success of the NetVoucher System will also depend upon the full
functionality of the software, the presence or absence of competing products and
services in the marketplace, and acceptance of the system by merchants and
consumers. All these factors have some degree of uncertainty, particularly since
the field of internet advertising and marketing is in its infancy. There may be
competing products in use or under development of which the Company is unaware
and the technology is subject to rapid change and innovation. Due to these
factors, management is unable to make specific cash flow, profitability, cost or
revenue projections at the present time.
NetVoucher is expected to be marketed through a nationwide independent
sales force. Approximately 9,000 salespersons will be recruited by independent
sales managers throughout the United States. Approximately 900 Metropolitan
Statistical Area Coordinators ("MSAC") are expected to be responsible for
creating the local merchant websites as sales occur. A merchant kit including
various advertising and promotional media will be provided to each merchant to
display the NetVoucher logo and encourage local membership. Merchant kits
inventory will be held by MSAC's and fulfilled from Birmingham, Alabama.
Pro forma estimates for NetVoucher indicate that a total cash
requirement of approximately $500,000 during the first and second quarters of
1999. It is projected that the positive cash flow in the third and fourth
quarter of 1999 will be in excess of the cash requirements from the first half
of 1999.
In order to bring the NetVoucher System up to full functionality and
security, the Company will invest approximately $450,000 in capital
11
<PAGE> 12
additions comprised primarily of computer hardware and software.
The number of employees required to fully staff NetVoucher will be
approximately 55, including 8-10 in accounting and 40-45 in sales and marketing
in support and maintenance of new and existing websites. These employees will be
added over the course of the next twelve months as sales volumes reach
anticipated levels.
As previously described in Item 1, "Description of Business," above,
the Company has entered into a Management Information Systems Contract, dated as
of February 18, 1999 (the "MIS Contract") with Optimize, which provides that
Optimize will render comprehensive systems support service to the Company in
connection with the planning, design, development, installation, support,
operation, maintenance and integration of software, systems and related computer
services necessary for the NetVoucher system. Among other things, the MIS
Contract provides that Optimize will establish and support and maintain a
back-office system support center which will integrate the NetVoucher software
and hardware with various necessary computer hardware and software elements,
including central computers, routers, network operating systems, commercial
software and ancillary communications tools necessary to enable the NetVoucher
System to perform as an integrated merchandising system. Optimize will also
assist the Company in setting up a financial processing system (which will
include payment of trade accounts, payment of commissions, cash receipts
processing, order processing, inventory management, fixed asset management and
local regulatory compliance) as part of the NetVoucher System, as well as
operating a call center (which will provide call-in support for the NetVoucher
System), a fulfillment center (which will deliver merchant kits and stage
computer packages for sales persons) and will perform other marketing functions.
Optimize will also perform such repairs, refinements, corrections and updating
of the NetVoucher software as necessary for the NetVoucher System to perform its
intended purposes, as well as work with the Company to discover, design, develop
and program new features and enhancements that relate to the NetVoucher System.
LIQUIDITY AND FINANCIAL RESOURCES
Although the Company has recently received commitments for new
investment in the amount of $856,666 during the first quarter of 1999, it
believes that cash from continuing operations and borrowings will not be
sufficient to fund the strategic plan and management is actively seeking
additional investors to infuse new capital. In the first quarter of 1999, senior
management invested $631,666 of the total new capital, which is included in the
above figure. Although management has made further informal funding commitments,
there can be no assurance that management will continue to contribute
substantial additional capital, and no assurance that any amount invested by
management will meet the Company's capital requirements. See the independent
auditor's report in the accompanying consolidated financial statements, which
includes an explanatory paragraph regarding the Company's ability to continue
as a going concern.
FINANCIAL POSITION
The Company's decrease in cash flow in 1998 was primarily the result of
losses from discontinued operations and the related efforts to liquidate loans
held for sale and pay off of the Company's financing facilities. Cash from
continuing operations and borrowings are not expected to be sufficient to fund
continuing operations. See Item 5, "Market for Common Equity and Related
Stockholder Matters."
RESULTS OF OPERATIONS
The loss for 1998 is primarily the loss from discontinued operations
and related loss on disposal of those operations. The loss from continuing
operations is primarily general and administrative costs associated with the
start up of continuing operations.
YEAR 2000 COMPLIANCE
As a financial services company, the Company is dependent on computer
systems and applications to conduct its business. The Company is in a start up
phase for its continuing operations. All hardware and software acquired for the
new business is Year 2000 compliant. In addition, all major vendors have
provided verification that their systems are or will be Year 2000 compliant by
December 31, 1999. Software being developed for the new business is being
written to be Year 2000 compliant. The discussion in Item 6., "Plan of
Operation," relating to software and system development of the NetVoucher
business is incorporated herein by this reference.
The total cost associated with Year 2000 compliance is not expected to
be material to the Company's financial condition or results of operations. Since
all of the Company's computer systems and applications are new or in the process
of development there are no separate identifiable costs associated with Year
2000 compliance.
12
<PAGE> 13
The Company does not anticipate any material disruptions of its
operations as a result of any failure by the Company to be compliant. However,
there can be no assurance that there will not be a delay in, or costs associated
with the Year 2000 issue. The Company relies, directly and indirectly, on other
businesses such as third party service providers, creditors, financial
organizations and governmental entities. Even if the Company's computer systems
are not materially adversely affected by the year 2000 issue, the Company's
business and operations could be materially adversely affected by disruptions in
the operations of the enterprises with which the Company interacts. The Company
believes it is and will remain Year 2000 compliant. Contingency plans will be
developed as required.
ITEM 7. FINANCIAL STATEMENTS
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Public Accountants on the Consolidated Financial
Statements as of and for the Year Ended December 31, 1998 F-1
Report of Independent Public Accountants on the Financial Statements as of and
for the Year Ended December 31, 1997 F-2
Consolidated Balance Sheets as of December 31, 1997 and 1998 F-3
Consolidated Statements of Operations for the Years Ended December 31, 1997 and 1998 F-4
Consolidated Statements of Shareholders' Equity for the Years Ended December 31, 1997
and 1998 F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 1997 and 1998 F-6
Notes to Consolidated Financial Statements F-8
</TABLE>
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The directors and executive officers of the Registrant are identified
below.
<TABLE>
<CAPTION>
Name Age Title
---- --- -----
<S> <C> <C>
Dennis R. Gutzman, M.D. 49 Chairman of the Board, Director
Christopher A. Millar 44 President and Chief Executive Officer, Director
Roy L. Painter 53 Chief Operating Officer, Chief Financial Officer, Director, Secretary
Ed Sybesma 52 Director
Lawrence Barr 60 Director
Samuel B. Watson 40 Chief Executive Officer, Argent Financial Services, Inc. ("AFS"); Director of
the Company and AFS; Secretary of NetVoucher, Inc.
</TABLE>
13
<PAGE> 14
The principal occupation for the last five years of each Director of
the Company, as well as certain other information, is set forth below.
Dennis R. Gutzman, M.D. has served as Chairman of the Board of the Company since
October, 1993, and was President of the Company from that time until the
appointment of Mr. Christopher A. Millar to that post in April, 1998. Dr.
Gutzman is a self-employed practicing orthopedic surgeon in San Antonio, Texas
and is President of DRG Orthopedics.
Christopher A. Millar was appointed as President and a director of the Company
in April, 1998. From January, 1997 through the time he joined the Company, Mr.
Millar was a Managing Director of Bankers Trust Company in Hong Kong and was one
of the three global heads of structured finance for Bankers Trust. Mr. Millar
has held senior management positions in the banking industry in Asia and
Australasia for the last nine years, including responsibility for the South
Pacific Region for Bancorp, an Auckland, New Zealand-based investment bank and
positions with Asset Underwriting Pty., Ltd., a Sydney, Australia-based credit
underwriter. In the aggregate, he has over 20 years experience in the finance,
banking and credit insurance industries.
Samuel B. Watson joined the Company in June, 1998. He is the Company's Executive
Vice President of Marketing, the President of AFS, a Director of the Company and
of AFS, and Secretary of NetVoucher, Inc. Prior to joining the Company, Mr.
Watson was a director, co-founder and executive of National Marketing Alliance,
an executive with Ameristar Worldwide Entertainment and a consultant to the
insurance industry through Strategic Insurance Marketing Corporation.
Roy L. Painter is Chief Operating Officer and Chief Financial Officer, as well
as a Director, of the Company. He is a Certified Public Accountant licensed in
the State of California. From January 1, 1995 through August 31, 1998, Mr.
Painter served as the Chief Financial Officer and Chief Operating Officer of
First Fidelity Thrift and Loan, Irvine, California and was formerly with the
accounting firm of Coopers & Lybrand.
Lawrence D. Barr was appointed as a Director of the Company in 1991. He has been
President of Island-Arc Resources since 1987 and acts as a self-employed
business consultant to various companies. Mr. Barr is, or has within the past
five years been, a Director of Island Arc Resources Corporation, Copperstone
Resources Corporation, Auckland Explorations Ltd., Abacus Minerals Corporation,
Visionary Industries Ltd. and Lorica Resources, Ltd.
Edward Sybesma is a litigation attorney with substantial experience in
commercial, technology and tax litigation. He received his law degree with
honors from the University of Michigan and graduated magna cum laude with a B.S.
from Indiana University. He is Of Counsel to the law firm of Rutan & Tucker,
Costa Mesa, California.
James L. Thompson II, is President and Chief Executive Officer of NetVoucher,
Inc., and President and Chief Executive Officer and a shareholder of Optimize,
Inc., which is a shareholder of the Company and with which the Company has a
significant contractual relationship. See Item 6, "Plan of Operation" and Item
12, "Security Ownership of Certain Beneficial Owners and Management."
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
On or about October 5, 1998, Christopher Millar purchased 8,284 shares
of Company common stock in open market purchases. On October 15, 1998, Mr.
Millar and Dennis R. Gutzman, M.D. each purchased 140,000 investment units, each
consisting of one share of common stock and one common stock purchase warrant.
These were outright investment purchases negotiated between the individuals and
the non management directors of the Company, and were not treated as
compensation. On November 15, 1998, Christopher Millar purchased 183,911 shares
of Company common stock, at $.01 per share, pursuant to the terms of his
employment agreement with the Company. The initial purchase by Mr. Millar was
required to be reported on a Form 3 filed with the Securities and Exchange
Commission (the "Commission") pursuant to Section 16 of the Exchange Act, within
ten days after the purchase occurred. The later purchases by Mr. Millar and the
purchase by Dr. Gutzman were required to be reported by the filing of a Form 4
by each such shareholder within ten days after the end of the calendar month in
which they occurred. These purchases were not timely reported on Form 3 or Form
4, respectively, at such time, but were reported by the filing of a Form 5 by
each purchaser, on or about March 19, 1999.
14
<PAGE> 15
ITEM 10. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth the compensation of the Chief
Executive Officer and the named executive officers of the Company.
<TABLE>
<CAPTION>
Other
Annual Restricted Securities
Compen- Stock Underlying
Salary Bonus sation Awards Options
Name and Principal Position Year $ $ $ #
- --------------------------------------- ---- ------- -------- ------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Christopher A. Millar 1998 $55,000 $148,200 14,000(1) 172,417
Chief Executive Officer
Samuel B. Watson 1998 67,914 35,000
Executive Vice President-Marketing
Roy L. Painter 1998 43,750
Chief Operating Officer
</TABLE>
(1) Condominium rent.
Each of Messrs. Millar, Watson and Painter were first employed by the
Company in 1998.
15
<PAGE> 16
OPTION GRANTS FOR 1998
The following table sets forth certain information regarding stock options
granted for the named executive officers in 1998.
Stock Option Grants in the Last Fiscal Year
<TABLE>
<CAPTION>
Individual Grants
------------------------------------------------------------------
Percent
of Total
Number of Options/SARs
Underlying Granted to Exercise
Options Employees or Base
Granted in Fiscal Price Expiration Market Price -
Name (#) Year ($/Share) Date Date of Grant
--------------------- ---------- ------------ --------- ---------- --------------
<S> <C> <C> <C> <C> <C>
Dennis R. Gutzman 140,000 50% $0.25 10/29/2001 $0.625
Christopher A. Millar 140,000 50% 0.25 10/29/2001 $0.625
</TABLE>
AGGREGATED OPTION/SAR EXERCISES IN LAST
FISCAL YEAR AND FY-END OPTION/SAR VALUES
The following table sets forth certain information concerning the
number and value of stock options at December 31, 1998 held by the named
executive officers.
Option Values at December 31, 1998
<TABLE>
<CAPTION>
Value of Unexercised
Number of "In-the-Money" Options
Unexercised Options at Fiscal Year-End
Shares at Fiscal Year-End (1)
Acquired Value ---------------------------- -----------------------------
on Exercise Realized (#) ($)
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Dennis R. Gutzman N/A N/A 25,000 -- $ -- $--
Dennis R. Gutzman N/A N/A 140,000 -- 26,180 --
Christopher A. Millar N/A N/A 140,000 -- 26,180 --
</TABLE>
(1) The difference between the aggregate option exercise price and the closing
price of $0.437 of the underlying share at December 31, 1998.
16
<PAGE> 17
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table and the notes thereto set forth, as of April 16,
1999, certain information regarding the ownership of Common Stock by (i) each
person known by the Company to be a beneficial owner of more than five percent
(5%) of the outstanding Common Stock, (ii) each director and officer, and (iii)
all directors and executive officers as a group:
<TABLE>
<CAPTION>
Shares Percentage of
Name and Address Relationship to Beneficially Shares
of Beneficial Owner The Company Owned Outstanding
- --------------------- --------------------------------------- ------------ --------------
<S> <C> <C> <C>
Christopher A. Millar President and Chief Executive Officer 2,995,523 30.9%(1)(2)
1801 West End Avenue of the Company and of Argent Financial
Nashville, TN 37203 Services, Inc. ("AFS"); Director of
the Company and AFS
Dennis R. Gutzman, M.D. Chairman of the Board of Directors of 1,357,300 15.5%(1)(2)
2424 Babcock, Suite 201 the Company
San Antonio, TX 78229
Roy L. Painter Chief Operating Officer and Chief 150,000 1.8%(1)(2)
1801 West End Avenue Financial Officer of the Company;
Nashville, TN 37203 Director of the Company
Samuel B. Watson Director and Executive Vice President, 1,600,000 17.6%(1)
1801 West End Avenue Marketing, of the Company; Director ,
Nashville, TN 37203 President and Chief Executive Officer
of AFS
Lawrence Barr Director of the Company 0 0.00%
700 W. Pender St., Suite 600
Vancouver, BC V6C 1G8
Edward D. Sybesma, Jr. Director of the Company 0 0.0%
611 Anton Blvd. Suite 400
Costa Mesa, CA 92628
P. Micheal Davidson None 2,487,000 25.9%(1)(3)(6)
James L. Thompson II President of NetVoucher, Inc. 1,313,000 14.5%(1)(3)(6)
Robert Needham None 600,000 7.0%(1)(2)
Pieter G. K. Oosthuizen None 1,493,631(4) 18.3%(3)
23 Cale Street, London U.K.
Mark and Monica Kennison None 700,000 8.5%(7)
Pittsburgh, PA
Directors and Officers as a Group 7,431,823 62.1%(1)(5)
CEDE & Co. P.O. Box 20 Nominee(8) 535,046(6) 6.6%(8)
Bowling Green Station
New York, NY 10004
</TABLE>
(1) Included are shares not outstanding but potentially subject to issuance
to these shareholders based on their share options and warrants.
Pursuant to Rules of the Commission, shares of Common Stock which an
individual or group has a right to acquire within 60 days pursuant to
the exercise of options or warrants are deemed to be outstanding for
the purpose of computing the percentage ownership of such person or
group.
17
<PAGE> 18
(2) As of April 16, 1999, Dr. Gutzman held warrants and options for the
purchase of a total of 525,000 common shares of the Company, Mr. Millar
held warrants for the purchase of up to 1,401,664 common shares of the
Company, Mr. Watson held warrants for the purchase of 800,000 common
shares, and Mr. Painter held warrants for the purchase of 75,000 common
shares of the Company. The remainder of their beneficial ownership
consists of common shares. Mr. Needham's ownership consists of 300,000
shares and 300,000 options.
(3) This percentage ownership figure and the number of shares shown as
beneficially owned includes, respectively, 917,000 shares and options
on Company Common Stock held by Optimize, Inc., and attributed to Mr.
Davidson based on his 70% ownership of Optimize, Inc., and 393,000
shares and options on Company Common Stock held by Optimize, Inc. and
attributed to Mr. Thompson based on his 30% ownership of Optimize, Inc.
Also included in the ownership attributed to Mr. Davidson are options
on 50,000 shares of Company Common Stock held by his son, Daniel
Davidson. Mr. Thompson is the President of NetVoucher, Inc. and Messrs.
Thompson and Davidson are, respectively, the President and Chairman of
Optimize, Inc. Mr. Davidson's beneficial ownership consists of
1,022,500 shares and 1,518,500 options. Mr. Thompson's beneficial
ownership consists of 442,500 shares and 886,500 options. Mr. Davidson
ultimately controls Optimize, Inc. through his 70% ownership interest
therein. See Item 1, DESCRIPTION OF BUSINESS, and Item 6, PLAN OF
OPERATION, above.
(4) Clearview Holdings Corporation, S.A. ("CHC"), a Luxembourg corporation,
is the shareholder of record of these shares. Mr. Oosthuizen has
represented to the Company that he controls Nuova Arca Investments,
Ltd., which, according to Mr. Oosthuizen, wholly-owns CHC. These shares
were issued to CHC by the Company in 1998 as consideration for CHC's
sale of all of the capital stock of Clearview Capital Corporation
("Clearview") to the Company. Mr. Oosthuizen had been a Director of the
Company from February 27, 1998 through February 4, 1999, when he
resigned. The number of shares shown reflects a reduction in the number
of shares issued to CHC as of the closing of the acquisition of
Clearview due to certain errors and misstatements in the financial
statements of Clearview, as provided for in the Stock Purchase
Agreement. These shares are currently the subject of a lawsuit for
rescission filed by the Company and the Company has also demanded that
the stock certificate for these shares be surrendered so that a further
reduction in the number of shares issued to CHC can be made in
accordance with the terms of the Stock Purchase Agreement. See Item 3,
LEGAL PROCEEDINGS, above.
(5) The ownership shown of officers and directors as a group includes the
shares, warrants and stock options owned by Messrs. Millar, Gutzman,
Watson, Painter and Thompson. The share ownership of Mr. Thompson
includes 30% of the shares and stock options of Company held by
Optimize, Inc., due to Mr. Thompson's 30% ownership of Optimize, Inc..
The share ownership and deemed share ownership of Mr. Thompson is
included because he is President of NetVoucher.
(6) A significant portion of the options on Company Common Stock held by
these persons are currently exercisable at $25.00 per share, adjustable
for stock splits and dividends. See the discussion of the acquisition
of NetVoucher, Inc. as set forth in Item 1, DESCRIPTION OF BUSINESS,
above. See also Item 5, MARKET FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS, in regard to the recent market prices of the
Company's common stock.
(7) Certain of these shares are held through Life Planning Group, a
Pennsylvania corporation. Mark and Monica Kennison are husband and
wife.
(8) This nominee holder, otherwise known as Depository Trust Company of New
York, holds shares for various banks and brokerage firms on behalf of
their account holders. The Company does not know the identities of the
beneficial owners of these shares and knows of no such holder whose
holdings represent more than 5% of the Company's outstanding common
equity, other than as shown on this table.
18
<PAGE> 19
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Reference is made to the information contained in Item 5 hereof under
the subheading "Information Required by Item 701 of Regulation SB," which is
hereby incorporated by this reference.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
Item 13(a). FINANCIAL STATEMENTS
Included in Part II, Item 7 of this report.
Item 13(b). REPORTS ON FORM 8-K:
None
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
ARGENT CAPITAL CORPORATION
By: /s/ CHRISTOPHER A. MILLAR
------------------------------------
Christopher A. Millar
Chief Executive Officer
Date: April 29, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities indicated on April 29, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ CHRISTOPHER A. MILLAR Chief Executive Officer;
Christopher A. Millar Director
/s/ ROY L. PAINTER Chief Operating Officer/Chief Financial Officer
Roy L. Painter Director
</TABLE>
19
<PAGE> 20
INDEPENDENT AUDITORS' REPORT
Board of Directors and Shareholders of
Argent Capital Corporation
Nashville, Tennessee
We have audited the accompanying consolidated balance sheet of Argent Capital
Corporation and its subsidiaries (the Company) as of December 31, 1998, and the
related consolidated statements of operations, stockholders' equity, and cash
flows for the year 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 audit.
We conducted our audit 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 audit provides a reasonable basis for our opinion.
In our opinion, such 1998 consolidated financial statements present fairly, in
all material respects, the financial position of Argent Capital Corporation and
its subsidiaries as of December 31, 1998, and the results of their operations
and their cash flows for the year 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 1 to the
financial statements, the Company's recurring losses from operations and deficit
raise substantial doubt about its ability to continue as a going concern.
Management's plans concerning these matters are also described in Note 9. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
/s/
DELOITTE & TOUCHE LLP
Costa Mesa, California
April 12, 1999
F-1
<PAGE> 21
[SABOCOR & MAGLAN LETTERHEAD]
REPORT OF INDEPENDENT AUDITORS
To the Stockholders and Board of Directors of
Clearview Capital Corporation
We have audited the accompanying balance sheet of Clearview Capital Corporation
as of December 31, 1997, and the related statements of income and retained
earnings, and cash flows for the year 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 audit.
We conducted our audit 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 audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Clearview Capital Corporation
as of December 31, 1997, and the results of its operation and its cash flows
for the year then ended in conformity with generally accepted accounting
principles.
/s/ SABOCOR & MAGLAN
SABOCOR & MAGLAN
March 6, 1998
F-2
<PAGE> 22
ARGENT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
As of December 31, 1998 and 1997
<TABLE>
<CAPTION>
1998 1997
----------- ----------
<S> <C> <C>
ASSETS
CASH $ 5,453 $ --
PREPAID EXPENSES 5,000 --
SOFTWARE DEVELOPMENT 79,000 --
PROPERTY AND EQUIPMENT 634,648 --
Less accumulated depreciation (478,329) --
----------- ----------
Total property and equipment, net 156,319 --
----------- ----------
Total assets of continuing operations 245,772 --
NET ASSETS RELATED TO DISCONTINUED OPERATIONS -- 2,345,115
----------- ----------
Total assets $ 245,772 $2,345,115
=========== ==========
LIABILITIES & SHAREHOLDERS' EQUITY
NET LIABILITIES RELATED TO DISCONTINUED OPERATIONS $ 108,405 $ --
COMMITMENTS AND CONTINGENCIES (Note 8)
SHAREHOLDERS' EQUITY
Common stock, $1 par value, authorized 10,000,000 shares
issued and outstanding 271,739 shares -- 271,739
Common stock, $.001 par value, authorized 10,000,000 shares
issued 2,589,371 shares 2,589 --
Additional paid-in capital 1,626,614 828,261
Treasury stock, 13,333 shares, at cost (63,281) --
Notes receivable (1,839) --
Retained earnings (deficit) (1,426,716) 1,245,115
----------- ----------
Total shareholders' equity 137,367 2,345,115
----------- ----------
Total liabilities and shareholders' equity $ 245,772 $2,345,115
=========== ==========
</TABLE>
See notes to consolidated financial statements.
F-3
<PAGE> 23
ARGENT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended December 31, 1998 and 1997
<TABLE>
<CAPTION>
1998 1997
------------ ------------
<S> <C> <C>
INTEREST INCOME $ 170 $ --
GENERAL AND ADMINISTRATIVE EXPENSES (560,580) --
------------ ------------
LOSS FROM CONTINUING OPERATIONS (560,410) --
DISCONTINUED OPERATIONS:
(Loss) Income from discontinued operations, net of tax (benefit)
provision ($514,000) (1998) and $133,500 (1997) (2,010,217) 325,480
Loss on disposal of discontinued operations, net of tax
benefit of ($30,809) (101,204) --
------------ ------------
Total discontinued operations (2,111,421) 325,480
------------ ------------
NET INCOME (LOSS) $ (2,671,831) $ 325,480
============ ============
Income (loss) per share (Basic and diluted):
Loss from continuing operations $ (0.29) $ --
------------ ------------
Income (loss) from discontinued operations (1.02) 1.20
Loss on disposal of discontinued operations (0.05) --
------------ ------------
Total income (loss) from discontinued operations (1.07) 1.20
------------ ------------
Net income (loss) per share $ (1.36) $ 1.20
============ ============
</TABLE>
See notes to consolidated financial statements.
F-4
<PAGE> 24
ARGENT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>
Additional Retained Total
Common Stock Paid-in Treasury Notes Earnings Shareholders'
Shares Amount Capital Stock Receivable (Deficit) Equity
--------- --------- ---------- ----------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, January 1, 1997 271,739 $ 271,739 $ 828,261 $ -- $ -- $ 919,635 $ 2,019,635
Net income -- -- -- -- -- 325,480 325,480
--------- --------- ---------- -------- ------- ----------- -----------
Balance, December 31, 1997 271,739 271,739 828,261 -- -- 1,245,115 2,345,115
Assumed issuance of common
stock and purchase of
treasury shares in
connection with purchase 1,853,721 (269,614) 510,422 (63,281) -- -- 177,527
Issuance of common stock 280,000 280 113,859 -- -- 114,139
Issuance of common stock
as compensation 183,911 184 174,072 (1,839) 172,417
Net Loss -- -- -- -- -- (2,671,831) (2,671,831)
--------- --------- ---------- -------- ------- ----------- -----------
Balance, December 31, 1998 2,589,371 $ 2,589 $1,626,614 $(63,281) $(1,839) $(1,426,716) $ 137,367
========= ========= ========== ======== ======= =========== ===========
</TABLE>
See notes to consolidated financial statements
F-5
<PAGE> 25
ARGENT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>
1998 1997
------------ -------------
CASH FLOW FROM OPERATING ACTIVITIES:
<S> <C> <C>
Loss from continuing operations $ (560,410) $ --
Adjustments to reconcile loss from continuing operations to net
cash provided by operating activities of continuing operations:
Depreciation and amortization 2,557 --
Compensation expense related to the issuance of stock 172,417
Increase (decrease) in cash resulting from changes in operating
accounts, net of acquisitions:
Prepaid expenses (5,000) --
------------ -------------
Net cash used by operating activities of continuing operations (390,436) --
------------ -------------
Income (loss) from discontinued operations (2,010,217) 325,480
Loss on disposal of discontinued operations (101,204)
Adjustments to reconcile income (loss) from discontinued operations to net
cash provided by (used in) operating activities of discontinued operations:
Depreciation and amortization 225,485 215,050
Gain on write-off of negative goodwill (631,786) --
Loss on sale of fixed assets 77,862 --
Write-off of notes receivable 345,907 --
Valuation allowance on mortgage loans 535,000 191,000
Increase (decrease) in cash resulting from changes in operating
accounts, net of acquisitions:
Mortgage loans purchased for sale (45,534,122) (132,112,526)
Proceeds from sale of mortgage loans 55,450,273 117,995,332
Accounts receivable 109,560 1,275,047
Income tax receivable (467,447) --
Prepaid expenses (25,371) (4,869)
Other assets 15,461 203,633
Accounts payable and accrued liabilities 222,040 (97,795)
Income taxes payable -- (281,658)
Deferred taxes -- 3,555
Other deferred liabilities (2,976) --
------------ -------------
Net cash provided by (used in) operating activities of discontinued
operations 8,208,465 (12,287,751)
------------ -------------
Net cash provided by (used in) operating activities 7,818,029 (12,287,751)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (106,345) --
------------ -------------
Net cash used in investing activities of continuing operations (106,345) --
------------ -------------
Capital expenditures (92,417) (55,501)
Cash acquired from acquisitions, net of cash paid 800,335 --
Proceeds from sale of fixed assets 20,000 98,470
Collection of Notes receivable 401,585 --
------------ -------------
Net cash provided by investing activities of discontinued operations 1,129,503 42,969
------------ -------------
Net cash provided by investing activities 1,023,158 42,969
</TABLE>
See notes to consolidated financial statements.
F-6
<PAGE> 26
ARGENT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>
1998 1997
------------ ------------
<S> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock $ 70,000 --
------------ ------------
Net cash provided by financing activities of continuing operations 70,000 --
------------ ------------
Payments of notes payable -- (1,250,000)
Net increase (decrease) in warehouse financing facility (9,230,666) 13,060,232
------------ ------------
Net cash provided by (used in) financing activities of discontinued
operations (9,230,666) 11,810,232
------------ ------------
Net cash provided by (used in) financing activities (9,160,666) 11,810,232
------------ ------------
NET DECREASE IN CASH (319,479) (434,550)
CASH AT BEGINNING OF YEAR 407,147 841,697
------------ ------------
CASH AT END OF YEAR $ 87,668 $ 407,147
============ ============
CASH - DISCONTINUED OPERATIONS $ 82,215 $ 407,147
CASH - CONTINUING OPERATIONS 5,453 --
------------ ------------
TOTAL CASH, END OF YEAR $ 87,668 $ 407,147
============ ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest $ 799,646 $ 406,591
============ ============
Income taxes $ -- $ 411,600
============ ============
DETAIL OF BUSINESSES ACQUIRED IN PURCHASE BUSINESS COMBINATIONS:
On February 27, 1998, the Company acquired Argent Mortgage Corporation
A summary of the transaction is as follows:
Fair market value of stock issued $ 300,587
Fair value of tangible and identifiable assets acquired (1,156,172)
Fair value of liabilities assumed 98,635
------------
Excess of identifiable assets acquired over cost (negative goodwill) $ (756,950)
============
ON AUGUST 31, 1998, THE COMPANY ACQUIRED SULLIVAN AND MOCK CORPORATION
A summary of the transaction is as follows:
Cash paid $ 402,165
Fair value of tangible and identifiable assets acquired (1,030,299)
Fair value of liabilities assumed 753,298
------------
Excess of cost over identifiable assets acquired (goodwill) $ 125,164
============
</TABLE>
See notes to consolidated financial statements.
F-7
<PAGE> 27
ARGENT CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying consolidated financial statements at December 31, 1998 include
the accounts of Argent Capital Corporation, ("ACC") a corporation organized in
the State of Nevada, and its majority-owned subsidiaries (collectively, the
"Company"). The subsidiaries include Argent Mortgage Corporation (previously
known as Clearview Capital Corporation), Argent Financial Service Corporation
("AFS"), Sullivan and Mock Corporation of Nevada ("Sullivan and Mock") and
Sunport Medical Corporation (USA). All significant inter-company accounts and
transactions have been eliminated in consolidation.
Prior to February 27, 1998, the Company operated as Sunport Medical Corporation,
a company organized in British Columbia. On February 27, 1998, ACC and Clearview
Capital Corporation ("CCC") completed a reverse merger whereby ACC acquired CCC.
Immediately after the merger, CCC changed its name to Argent Mortgage
Corporation. In the merger, shareholders of CCC received approximately 75% of
the total issued and outstanding common stock of ACC. Since the former CCC
shareholders received a substantial majority of the shares of common stock of
ACC, the transaction was treated as a purchase of ACC by CCC for accounting
purposes. As a result, the historical financial statements of ACC for the
periods prior to the merger are those of CCC, rather than those of ACC. The
purchase price was allocated as included in the accompanying Statement of Cash
Flows. As a result of the merger, the common stock of ACC was reduced on a
one-for-thirty basis. Historical share and per share information has been
retroactively restated in the accompanying financial statements for the effect
of the stock split.
The percentage interest of CHC in the Company's common stock outstanding has
been reduced to approximately 65% pursuant to adjustments provided for in the
Stock Purchase Agreement due to changes in the financial condition of Argent
Mortgage Corporation after the closing.
On August 31, 1998, the Company acquired all of the outstanding stock of
Sullivan and Mock for approximately $402,000 in cash. Sullivan and Mock is a
mortgage banking company doing business in Nevada. The transaction is being
accounted for as a purchase, and the assets acquired and the liabilities assumed
in conjunction with this transaction are summarized in the accompanying
Statements of Cash Flows.
As of December 31, 1998, the Company has no significant operations.
GOING CONCERN
The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. As shown in the financial
statements, during the year ended December 31, 1998, the Company incurred a loss
of $2,671,831 and, as of that date, the Company's deficit was $1,426,716. These
factors among others may indicate that the Company will be unable to continue as
a going concern for a reasonable period of time.
The financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or the amounts and
classification of liabilities that might be necessary should the Company be
unable to continue as a going concern. As described in Note 2, the Company has
discontinued primarily all of its previous operations as of December 31, 1998.
The Company's continuation as a going concern is dependent upon its ability to
generate sufficient cash flow to meet its obligations on a timely basis, to
comply with terms and covenants of its financing agreements, to obtain
additional financing or refinancing as may be required, and ultimately to attain
successful operations. Management is continuing its efforts to obtain additional
funds so that the Company can meet its obligations and sustain operations from
sources that are described in Note 10 to the financial statements.
CHANGE IN ACCOUNTING YEAR
Effective December 31, 1997, the Company elected to change its year-end from
September 30 to December 31 to coincide with the year-end of Clearview Capital
Corporation.
USE OF ESTIMATES
The Company prepares financial statements in conformity with generally accepted
accounting principles that require 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 accounting period.
Actual results could differ from those estimates.
FAIR VALUE DISCLOSURES
The carrying value of the Company's financial instruments related to continuing
operations approximate their fair value.
F-8
<PAGE> 28
SALE OF MORTGAGE LOANS
Gains and losses resulting from sales of mortgage loans are recognized at
settlement date, and are based on the difference between the selling price and
the carrying value of the related loans sold. Nonrefundable fees and direct
costs associated with the purchase of mortgage loans are deferred and recognized
when the loans are sold. The Company sells all loans on a servicing released
basis.
LONG-LIVED ASSETS
The Company accounts for the impairment and disposition of long-lived assets in
accordance with Statement of Financial Accounting Standards ("SFAS") No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of." In accordance with SFAS No. 121, long-lived assets are reviewed
for events or changes in circumstances, which indicate that their carrying value
may not be recoverable.
COMPREHENSIVE INCOME
The Company has adopted SFAS No. 130, "Reporting Comprehensive Income". The
Company reports no difference between comprehensive income (loss) and net income
(loss).
NEW ACCOUNTING PRONOUNCEMENTS
In June, 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities," which is
effective for fiscal periods beginning after June 15, 1999. This statement
establishes standards for derivative instruments, including certain derivative
instruments imbedded in other contracts, and for hedging activities. The Company
is currently evaluating the effect this standard may have on the Company's
financial condition, results of operations and cash flows.
RECLASSIFICATIONS
Certain prior year amounts have been reclassified to conform to the 1998
presentation. These changes had no impact on previously reported results of
operations or shareholders' equity.
NOTE 2. DISCONTINUED OPERATIONS
During December 1998, the Company determined that the mortgage banking business
did not fit its strategic plan and as such decided to discontinue its mortgage
banking activities. The mortgage banking business is reported as a discontinued
operation for all periods presented. The consolidated balance sheet,
consolidated statements of operations and cash flows and related notes to the
consolidated financial statements have been restated to conform to the
discontinued operations presentation.
The following details all of the assets and liabilities related to discontinued
operations at December 31, 1998 and 1997:
<TABLE>
<CAPTION>
1998 1997
----------- -----------
<S> <C> <C>
ASSETS
Cash $ 82,215 $ 407,147
Accounts receivable 36,492 119,247
Mortgage loans held for sale 4,248,854 14,035,194
Notes receivable 603,470
Prepaid expenses 30,240 4,869
Income taxes receivable 571,858 116,455
Furniture, fixtures, and equipment 322,416 997,787
Less: accumulated depreciation (124,758) (438,974)
----------- -----------
Total furniture and equipment, net 197,658 558,813
Other assets 75,050 22,405
----------- -----------
Total assets $ 5,242,367 $15,867,600
LIABILITIES
Accounts payable $ 726,235 $ 399,925
Warehouse financing facilities 4,547,030 13,060,232
Deferred income tax liability 62,328 62,328
Other deferred credits 15,179 --
----------- -----------
Total liabilities 5,350,772 13,522,485
----------- -----------
NET ASSETS (LIABILITIES) RELATED TO
DISCONTINUED OPERATIONS $ (108,405) $ 2,345,115
=========== ===========
</TABLE>
F-10
<PAGE> 29
CLOSURE OF SULLIVAN & MOCK AND ARGENT MORTGAGE CORPORATION
In conjunction with the discontinuance of the mortgage banking business,
Sullivan & Mock was closed as of February 15, 1999. The goodwill related to the
acquisition of Sullivan & Mock was charged to discontinued operations as of
December 31, 1998. The Company ceased doing business in Argent Mortgage
Corporation effective December 31, 1998. The negative goodwill related to the
merger of Argent Mortgage and the Company was credited to discontinued
operations as of December 31, 1998.
TERMINATION OF LEASES
As of March 31, 1999, the Company terminated the leases on its Huntington Beach,
California location. The termination agreement required the Company to pay rents
due through March 31, 1999. The landlord waived all obligations under the leases
subsequent to the effective date of the termination.
SETTLEMENT OF WAREHOUSE FINANCING FACILITIES
On March 5, 1999, the Company entered into a settlement agreements with its
warehouse financing facilities. Under the settlement agreements, the Company
paid $325,000 in cash and transferred ownership interest in mortgage loans
totaling approximately $3,186,000 as payment for the balance due of
approximately $3,105,000 plus accrued interest under the facilities.
NOTE 3. SALE OF NOTES RECEIVABLE
As of November 18, 1998, the Company consummated the sale of notes receivable to
a third party for total cash consideration of $250,000, of which $75,000 is for
the purchase of a $100,000 note due from a retail mortgage company and $175,000
for the purchase of a $495,907 note secured by real estate.
NOTE 4. WAREHOUSE FINANCING FACILITIES
In October 1997, the Company obtained a $15,000,000 revolving warehouse-
financing facility under which the Company may borrow, repay, and reborrow
funds. Interest under the facility is charged at a floating rate of LIBOR plus
2%. The agreement required payment of a warehousing fee in advance, as well as
requiring Argent Mortgage Corporation to maintain a certain minimum level of
tangible net worth. Borrowings under the facility were covered by a security
interest in certain mortgage loans towards which the advances were made. This
warehouse financing facility was due on July 31, 1998, but was subject to
continuing renewals under an indefinite series of available 3-month extensions.
The facility required that payment be due from the receipt of 100% of the funds
from the sale of the underlying collateral mortgage loans.
The Company breached certain covenants under this line and no additional
advances were made under this facility. As the loans that were pledged under
this agreement were sold the facility was liquidated pursuant to a settlement
agreement dated March 5, 1999 as discussed in Note 2.
In June 1998, the Company obtained a new borrowing facility. The interest rate
on this facility ranged from 2-4% over prime, depending upon the security
position of the collateral mortgages warehoused. This facility was also settled
on March 5, 1999 as discussed in Note 2.
In conjunction with the acquisition of Sullivan & Mock, the Company assumed a
warehouse facility. This facility was paid off prior to December 31, 1998.
NOTE 5. COMMON STOCK
STOCK-BASED COMPENSATION
During the year ended December 31, 1997, the Company adopted SFAS No. 123,
"Accounting for Stock-Based Compensation" ("SFAS 123"). The new standard defines
a fair value method of accounting for stock options and similar equity
instruments. Under the fair value method, compensation cost is measured at the
grant date based on the fair value of the award and is recognized over the
service period, which is usually the vesting period. Pursuant to the new
standard, companies are encouraged, but not required, to adopt the fair value
method of accounting for employee stock-based transactions. Companies are also
permitted to continue to account for such transactions under Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees ("APB
25"), but would be required to disclose pro forma net income and, if presented,
earnings per share as if the company had applied the new method of accounting.
The accounting requirements of the new method are effective for all employee
awards granted after the beginning of the
F-11
<PAGE> 30
fiscal year of adoption, whereas the disclosure requirements apply to all awards
granted subsequent to October 1, 1994. The Company will continue to recognize
and measure compensation for its stock option plan in accordance with the
existing provisions of APB 25.
STOCK OPTIONS:
The Company has issued stock options at fair value to certain directors and
employees; such stock options vest upon issuance and expire five years from
issuance. The transactions for the year ended December 31, 1998 are summarized
as follows and have been adjusted for the Company's 30 to 1 reverse split that
was effective February 27, 1998:
<TABLE>
<CAPTION>
Shares Subject Weighted Average
Outstanding At to Option Exercise Price
-------------- -------------- ----------------
<S> <C> <C>
12/31/97 55,000 $4.50
12/31/98 55,000 $4.50
</TABLE>
At December 31, 1998, 55,000 options were exercisable and the weighted average
remaining contractual life was 28 months.
ISSUANCE OF COMMON STOCK:
On November 15, 1998, an officer of the Company was issued 183,911 common shares
at a nominal price pursuant to an employment agreement dated April 15, 1998. The
Company recorded $172,417 as compensation expense, representing the difference
between the fair value of stock and the proceeds from the officer.
WARRANTS:
On October 30, 1998, warrants were issued to two directors in conjunction with
the issuance of 280,000 shares of common stock. The warrants grant the right to
purchase, in the aggregate, 280,000 shares of common stock of the Company for
$.25 per share. The weighted average remaining contractual life of the warrants
was 33 months as of December 31, 1998. The fair value of the warrants was
considered costs of raising capital and was recorded as additional paid-in
capital.
COMPENSATION COST:
During the year ended December 31, 1997, the Company adopted SFAS No. 123.
However, as permitted by the standard, the Company has elected to continue
following the guidance of APB 25 for measurement and recognition of stock-based
transactions with employees. No compensation cost has been recognized for the
Company's option plans. The effects of determining compensation cost based on
the fair value on the grant date for these options, consistent with the method
of SFAS No. 123, would yield an immaterial difference in the financial
statements.
<PAGE> 31
NOTE 6. NET INCOME (LOSS) PER SHARE
A reconciliation of the numerators and denominators used in basic and diluted
net income (loss) per share is as follows for the years ended December 31:
<TABLE>
<CAPTION>
1998 1997
------------ --------
<S> <C> <C>
(Loss) from continuing operations $ (560,410) $ --
------------ --------
Income (loss) from discontinued operations (2,010,217) 325,480
Loss on disposal of discontinued operations (101,204) --
------------ --------
Total income (loss) from discontinued operations (2,111,421) 325,480
------------ --------
Net income (loss) $ (2,671,831) $325,480
============ ========
Weighted average number of common shares:
Basic 1,964,236 271,739
Effective of dilutive securities:
Stock options -- --
Warrants -- --
------------ --------
Diluted 1,964,236 271,739
============ ========
Net income (loss) per share:
(Loss) from continuing operations $ (0.29) $ --
------------ --------
Income (loss) from discontinued operations (1.02) 1.20
Loss on disposal of discontinued operations (0.05) --
------------ --------
Total income (loss) from discontinued operations (1.07) 1.20
------------ --------
Net income (loss) per share:
Basic $ (1.36) $ 1.20
Effect of dilutive securities:
Stock options -- --
Warrants -- --
------------ --------
Diluted $ (1.36) $ 1.20
============ ========
</TABLE>
All stock options and warrants outstanding as of December 31, 1998, were
considered anti-dilutive; therefore, basic and weighted average number of common
shares equals diluted weighted average number of shares at December 31, 1998.
The period presented for the year ended December 31, 1997, pertains only to
Argent Mortgage Corporation. There were no dilutive securities outstanding for
this period for Argent Mortgage Corporation.
NOTE 7. INCOME TAX
Deferred tax assets and liabilities are determined based on the difference
between financial and tax reporting bases of assets and liabilities. These
differences result in taxable or deductible amounts in future years. No income
tax information is provided for 1997 as all operations for that year were
discontinued.
The provision for income taxes related to continuing operations consists of the
following:
<TABLE>
<CAPTION>
1998
----
<S> <C>
Current
Federal $0
State 0
--
0
Deferred
Federal 0
State 0
0
--
$0
==
</TABLE>
F-12
<PAGE> 32
The provision differs from the amount computed by applying the federal statutory
rate to income (losses) from continuing operations before taxes as follows:
<TABLE>
<S> <C>
Federal, Statutory Rate (35.0)%
State taxes net (5.7)
State Valuation Allowance 3.4
State Net Operating Loss Limitations 2.3
Other
-Meals and Entertainment .1
-Valuation Allowance-Federal 34.9
----
0.0%
====
</TABLE>
Deferred tax assets (liabilities) were comprised of the following at December
31, 1998:
<TABLE>
<S> <C>
Deferred tax assets:
Net operating loss $ 87,796
Organization/start-up costs 21,385
---------
109,181
Deferred tax liabilities:
Depreciation (3,700)
---------
Net deferred tax asset before
valuation allowance 105,481
Less valuation allowance (105,481)
---------
Net deferred tax (liability) asset $ 0
=========
</TABLE>
Valuation allowances have been placed against deferred tax assets due to
uncertainties as to the ultimate realization of the asset.
NOTE 8. COMMITMENTS AND CONTINGENCIES
A malpractice suit filed against two of the Company's former subsidiaries on
March 8, 1996, was mediated on July 16, 1997, with no resolution of the claim.
This lawsuit claims damages in excess of the minimum jurisdictional limits and
is being handled by the Company's malpractice carrier. The case was settled on
or about October 1, 1998, without material liability of the Company.
On March 25, 1997, Clearview Capital Corporation filed a complaint in Orange
County Superior Court against former senior management employees for breach of
contract and injunctive relief. This action was subsequently removed to
arbitration, where the defendants filed a counterclaim against Clearview for a
de facto/constructive termination of their employment contracts and for
indemnification for their defense. Without the Company's paying any settlement,
this complaint was dismissed with prejudice in May 1998 by mutual agreement of
the parties.
The Company filed a lawsuit against Clearview Holdings Corporation, S.A. ("CHC")
on February 4, 1999, seeking to rescind the acquisition of Argent Mortgage
Corporation based upon fraud by CHC. The Company alleges, among other things,
that CHC knowingly made certain false representations concerning the financial
condition, assets, and records of Argent Mortgage Corporation. The Company is
seeking rescission of the purchase and cancellation of the 1,493,631 shares of
the Company acquired by CHC as consideration for the sale of Argent Mortgage
Corporation to the Company. On February 20, 1999, the Company served the
complaint on CHC. CHC has not yet answered the Complaint If the Company is
successful in rescinding the transaction, the shares of Argent Mortgage
Corporation, the legal successor to Clearview Capital Corporation, would be
ordered returned to CHC and the shares of the Company now held by CHC would be
ordered cancelled or ordered for return to be cancelled.
Management of the Company believes that the ultimate outcome of these matters
will not have a material adverse effect on the financial position, results of
operations, or cash flows of the Company.
F-13
<PAGE> 33
NOTE 9. MANAGEMENT'S PLANS
During the year ended December 31, 1998, the Company incurred a net loss of
$2,671,831. The loss was primarily attributed to discontinued operations of
$2,010,217 and loss on disposal of discontinued operations of $101,204.
Management is currently evaluating and implementing several steps to improve the
liquidity and operations of the Company. These steps include:
- - Seeking additional financing either in the form of debt or equity.
- - The acquisition of businesses that will immediately generate cash flow.
- - Entering into strategic alliances with banking and insurance companies.
- - Launching its debt management program through a vast marketing network.
The Company's ongoing operations have been funded in the main by senior
management and the Chairman of the Company. As of December 31, 1998, the
Chairman and CEO had entered into informal arrangements to fund the operations
of the Company up to a level of $250,000. An informal offer of further financial
support has also been made available by other members of senior management up to
an additional $ 460,000, a portion of which was funded in the first quarter of
1999.
NetVoucher, Inc., which was acquired April 12, 1999, has started sales of
merchant sites in four cities. Once satisfactory results are achieved in these
cities, the rollout will continue nationwide (Note 10).
AFS will begin recruitment of independent sales agents during May 1999 and will
begin offering several insurance and income protection products during this
period. Revenues from the sale of the Argent Quest for Success product are
expected to commence during the latter half of 1999.
NOTE 10. SUBSEQUENT EVENT
PURCHASE OF NET VOUCHER, INC.
On April 12, 1999, the Company acquired NetVoucher, Inc. ("NetVoucher"), an
Alabama corporation engaged in the development of internet commerce software and
merchandising programs, via a merger of NetVoucher with and into Argent Security
Corporation ("ASC"), formally an inactive wholly-owned Nevada subsidiary of the
Company. The transaction was carried out pursuant to a stock purchase agreement
dated March 12, 1999, by the Company and the shareholders of NetVoucher (the
"NetVoucher Agreement").
The consideration paid to the shareholders of NetVoucher was (i) 2,000,000
newly-issued, unregistered common shares of the Company, (ii) ten-year options
to purchase up to 1,000,000 additional shares at an exercise price of $.25 per
share, and (iii) ten-year options to purchase up to 1,000,000 shares at an
exercise price of $25.00 per share, with each such exercise price, and the
number of shares subject to acquisition under the options, to be adjusted for
any future stock split or similar transaction of the Company. Also, the Company
granted to two former senior executive officers and directors of NetVoucher and
their assignees, ten-year options to purchase up to 1,000,000 shares of the
Company's common stock at an exercise price of $ .25 per share. In addition to
the foregoing consideration, within 60 days following the second anniversary of
the closing date, the Company will pay to the former Class A shareholders of
NetVoucher consideration in the amount of 30% of the value of the NetVoucher
business at that time, as determined by a business valuation expert to be agreed
upon. At the option of the Company, this consideration may be all cash, or a
combination of cash and stock composed of at least 50% cash. Additionally, as
consideration for the purchase, the following individuals were granted ten-year
options to purchase common shares of the Company at $.25 per share, in the
following amounts: James L. Thompson II, 450,000 shares; E. Micheal Davidson,
450,000 shares; Mark E. Hoffman, 50,00 shares; Daniel Davidson, 50,000 shares.
The NetVoucher Agreement further requires the Company to file a Registration
Statement with the Securities and Exchange Commission with respect to the
2,000,000 shares issued in connection with the purchase of NetVoucher, as soon
as practicable after the closing date, provided, however, that such registration
is in conjunction with a public offering by the Company of newly-issued common
stock or other securities and that other holders of unregistered securities are
also permitted to register their securities at such time.
F-14
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