INTERNATIONAL FIBERCOM INC
10-Q, 1998-05-15
CABLE & OTHER PAY TELEVISION SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   Form 10-QSB


                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


For the quarter ended March 31, 1998                   Commission File No 1-9690


                          INTERNATIONAL FIBERCOM, INC.


Incorporated in the State of Arizona                   IRS No. 86-0271282


                               3615 S. 28th Street
                                Phoenix, AZ 85040
                                 (602) 941-1900



         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant  was required to file such  report,  and (2) has been subject to such
filing requirements for the past 90 days.


                         Yes (X)                   No ( )

         Common Stock without par value 17,616,033  shares issued and 17,412,343
outstanding at March 31, 1998
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1.  The financial statements are included herewith commencing on page F-1.

ITEM 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations.

General

         International  FiberCom,  Inc.,  (the  "Company") is a holding  company
which offers diversified services and products to the telecommunications,  cable
television   ("CATV")  and  other  industries   through  its  five  wholly-owned
subsidiaries.  The  Company  provides  installation,  construction,  consulting,
design engineering and systems integration  services to the owners of broadband,
fiber-optic   networks.   The  Company  also  sells  distributes  new  and  used
telecommunications  equipment,  including digital computer boards widely used in
the nation's telephone  systems,  to  telecommunications  companies and hardware
resellers,  Regional Bell  Operating  Companies  ("RBOCS") and other Fortune 500
companies.

         The Company derives a substantial portion of its revenue from contracts
that are accounted for under the percentage of completion  method of accounting.
Under this  method,  revenues  are  recorded as work  progresses  on a contract.
Overall gross margin  percentages can increase or decrease based upon changes in
the  estimated  gross  margin  percentages  over  the  lives  of the  individual
contracts.

         Business. In the first quarter of 1998, the Company continued to follow
its  strategy  of  becoming  a  one-stop  solution  for  the  telecommunications
marketplace,  offering a wide range of  engineering,  consulting and maintenance
service for broadband,  fiber-optic  networks with local are network ("LAN") and
wide area network ("WAN"). In 1997 the Company implemented this strategy through
acquisitions of businesses that complemented and enhanced its services, products
and customer base.

         Effective  April  1998  the  Company  purchased  the  assets  of  Riley
Underground  Communications,  Inc.  ("Riley") for cash and restricted  shares of
Common Stock.  Riley,  which is based in California,  builds and maintains broad
based  fiber-optic  and other  networks  for major  cable,  telephone  and other
telecommunications  companies. The purchase agreement provides for a price up to
$2.5 million,  payable in an initial  installment based upon a percentage of the
current of book  value of Riley,  with  additional  installments  computed  on a
percentage of Riley's pretax earnings over the next three years. Payments may be
in cash or, at the Company's  election,  up to 50% in  restricted  shares of the
Company's Common Stock.
                                      - 1 -
<PAGE>
Results of Operations

         The comparability of the results of operations for the first quarter of
1998 with the same period in 1997 was significantly  impacted by the acquisition
of  Southern,  as shown in the  Unaudited  Pro Forma  Consolidated  Statement of
Operations  information  contained  in  this  Report.  Therefore,   Management's
Discussion  and Analysis of Financial  Condition and Results of  Operations  for
these periods  discusses the operations in 1998 compared with actual  operations
in 1997 and the  operations  in 1998  compared with 1997 pro forma figures as if
the  Company had owned  Southern  since  January  1997,  which it has not.  Both
comparisons includes the operations of Compass Communications,  Inc. ("Compass")
for 1997 and 1998, which was a pooling of interests  completed effective October
1997.

         Contract  Revenues.  Contract  revenues  for the first  quarter of 1998
increased  to  $12,876,081  from  $8,385,556  for the same  period  in 1997,  an
increase of 54%.  This  increase in revenues is  primarily  attributable  to the
addition of Southern's revenues for the first quarter of 1998.

         On a pro forma basis, for the first quarter of 1998,  contract revenues
increased  9% from  $11,635,416  in 1997 to  $12,876,081.  This  increase is due
primarily to higher levels of revenue  generated by Concepts,  principally  from
national customers such as Gambro Healthcare and Nike, Inc.

         Gross Profit.  The Company's  gross profit  increased to $4,363,638 for
the first quarter of 1998 compared with  $1,712,610  for the same period in 1997
due to the increased  gross profits from the  Southern's  operations  and marked
increase in the gross profit  margin of  Concepts.  The  Company's  gross profit
margin  increased from 20% of contract  revenues in the first quarter of 1997 to
34% of  contract  revenues  in the  first  quarter  of  1998,  primarily  due to
Southern's gross profit margins.

         On a pro forma basis,  the Company's gross profit for the first quarter
of 1998 was $4,363,638 compared with $3,900,364 for the same period in 1997. The
improved gross profits of Concepts and the addition of Southern's  gross profits
overcame a weak quarter for both Kleven and Compass. Kleven's revenues and gross
profits  declined  from the first  quarter of 1997  because of a decline in work
from Cox  Communications  during the first quarter of 1998. The Company's  gross
margin was 34% for both quarters.

         General  and   Administrative   Costs.   The   Company's   general  and
administrative  expenses were  $2,455,593 for the first quarter of 1998 compared
with $1,231,147 for the same period in 1997, an increase of 99%,  chiefly due to
the  addition  of  the  general  and  administrative  expenses  of  Southern.  A
significant  portion of these expenses are  attributable to the  amortization of
intangibles resulting from the acquisition of Southern.

         On a pro forma basis, general and administrative expenses for the first
quarter of 1998 were $2,455,593,  or 19% of revenues,  compared with $1,803,893,
or 16% of  revenues,  for the same  period  in 1997.  The  Company  has and will
continue to consolidate  duplicative  administrative  functions  relating to its
acquired companies to the extent possible. The administrative expenses of
                                      - 2 -
<PAGE>
the  Company  include   significant  amounts  for  amortization  of  intangibles
resulting from the acquisitions of Concepts and Southern.

         Other Income (Expense).  The Company's net expense in this category was
$86,300 for the first  quarter of 1998  compared  with net income of $73,365 for
the same period in 1997.  This  difference is due primarily to a gain on sale of
equipment by Kleven in 1997, which did not occur in 1998.

         On a pro forma basis, other expense was $86,300 in the first quarter of
1998 as compared  with a net income of $27,345 for the same period in 1997.  The
difference is due primarily to a decrease in interest expenses of Kleven because
of debt reduction and the gain on sale of equipment noted above.

         Provision for Income Tax Benefit (Expense).  The Company accrued income
tax expense of $631,628 in the first  quarter of 1998 due to  conversion  of the
Company's  net  operating  loss carry  forward  into a deferred  tax asset as of
December  31,  1997.  No income tax expense  was accrued in 1997  because of net
operating loss carryovers of the Company and Kleven from 1996 and prior years.

         Net  Income.  The  Company  generated  a net income of  $1,190,117,  or
approximately  9% of revenues,  for the first  quarter of 1998 compared with net
income of  $554,828,  or 7% of  revenues  for the same  period in 1997.  This is
primarily a result of increased  profit  margins at Concepts and the addition of
Southern.

         On a pro forma basis, the Company's net income decreased to $1,190,117,
in the first quarter of 1998  compared  with a net income of $1,380,480  for the
same period in 1997. Such decrease was primarily due to the weaker first quarter
results for both Kleven and Compass as compared to the same period in 1997.

         Preferred Stock Dividend. The Company paid a dividend of $22,910 on its
Convertible  Preferred  Stock for the first quarter of 1998 through the issuance
of 4,411 shares of its Common Stock.

         Backlog.  The Company had a backlog of  approximately  $6,280,000  on a
work in process basis as of March 31, 1998. The Company expects such work orders
to be completed by September 1998. Further,  the Company has work orders,  which
were not started at March 31, 1998, for Gambro Healthcare,  Cox  Communications,
Inc.,  the State of  Tennessee  and other  clients.  These work orders  total in
excess of $5.0  million.  The Company  expects to commence  such work during the
second quarter of 1998 and complete the same by September 1998. Contracts signed
since  March 31,  1998 and the work in process of Riley are not  included in the
above backlog numbers.

Liquidity and Capital Resources

         Operations.  The  Company  has  historically  financed  its  operations
through operating cash flow, lines of credit and debt and equity offerings.  The
Company's  liquidity is impacted,  to a large  degree,  by the nature of billing
provisions  under its contracts.  Generally,  in the early periods of contracts,
cash expenditures and accrued profits are greater than allowed  billings,  while
contract
                                      - 3 -
<PAGE>
completion results in billing previously unbilled costs and profits.

         In the first quarter of 1998 the Company used approximately $219,000 of
net cash from  operations.  Cash generated from operations of $2,338,000,  which
includes net income of approximately  $1,167,000,  depreciation and amortization
of $521,000,  and the net increase in various  current  payables and decrease in
various current assets of $650,000, were used primarily for an increase in trade
receivables  of $1,198,000 and an increase in inventory of $1,358,000 due to the
higher sales  activity of Concepts and  Southern.  The net cash used of $219,000
from  operations  in the first  quarter of 1998 compares to a negative cash flow
from operations of approximately $2,153,000 in the same period 1997.

         Investing Activities. For the first quarter of 1998 the Company in part
used approximately $495,000 in investing activities. These were comprised of the
Company's  purchase of fixed assets of approximately  $375,000,  amortization of
goodwill and other assets of $92,000 and payment of deferred  acquisition  costs
of $43,000.

         Financing  Activities.  In the  first  quarter  of 1998  the  Company's
financing activities used approximately $777,000 consisting in part of repayment
of loans and other liabilities  payable of approximately  $1.3 million,  loan to
Riley of $713,000 and offset by proceeds  from a private  placement of equity of
$1.2  million,  net of  expenses  consisting  primarily  of  warrant  exercises,
convertible  debenture  conversion  to common stock and  incentive  stock option
exercises.

         The Company received $645,000 from the exercise of 295,000 Common Stock
Purchase  Warrants  during the 1998  quarter and redeemed  25,000  shares of its
Common Stock issued in its December  1997 Private  Placement of Common Stock for
$150,000.

         As of March 31, 1998, the Company has three  revolving  lines of credit
totaling  approximately $2.5 million, with an available balance of approximately
$1,150,000.  In addition the Company has unused equipment financing available in
excess of $1 million  from three  sources.  The Company  believes  that with its
current working  capital,  funds generated  through its operations and available
credit balances on its lines of credit it will have  sufficient  working capital
to address the  anticipated  growth of demand and markets for its  products  and
services for the next 12 to 18 months. The Company may, however,  seek to obtain
additional  capital  through an  expanded  working  capital  line of credit at a
financial institution or through additional debt or equity offerings during this
time period.  The raising of additional capital in public markets will primarily
be dependent upon prevailing  market conditions and the demand for the Company's
products and services.

         Inflation.  The  Company  does  not  believe  that it is  significantly
impacted by inflation.

         Seasonality. The Company's operations are not seasonal in nature.

Forward-looking Information and Risks of the Business.

         This Report contains certain forward-looking statements and information
within the meaning of section 27A of the  Securities Act of 1933 and Section 21E
of the Securities Exchange Act of
                                      - 4 -
<PAGE>
1934.  The  cautionary  statements  made in this Report  should be read as being
applicable  to all related  forward-looking  statements  wherever they appear in
this report. Forward-looking statements, by their very nature, include risks and
uncertainties. Accordingly, the Company's actual results could differ materially
from those discussed herein. A wide variety of factors could cause or contribute
to such  differences and could be adversely  impact on revenues,  profitability,
cash flows and capital needs. Such factors, many of which are beyond the control
of the Company,  include the following:  the Company's  success in obtaining new
contracts;  the  volume and type of work  orders  that are  received  under such
contracts;  the accuracy of the cost  estimates for the projects;  the Company's
ability to  complete  its  projects  on time and within  budget;  levels of, and
ability to collect amounts  receivable;  availability  of trained  personnel and
utilization  of  the  Company's  capacity  to  complete  work;  competition  and
competitive  pressures on pricing;  and economic conditions in the United States
and in the region served by the Company.

                           Part II - Other Information

Item 1.       Legal Proceedings

         The Company has no on-going or pending litigation at this time.

Items 2, 3, 4 and 5 are omitted  because  these Items are  inapplicable  to this
Report.
                                      - 5 -
<PAGE>
                  INTERNATIONAL FIBERCOM, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET

                                 MARCH 31, 1998
                                   (Unaudited)

                                     ASSETS


<TABLE>
<CAPTION>
                                                            March 31,    December 31,
                                                                 1998            1997

<S>                                                       <C>             <C>        
Current Assets:                                                         
     Cash and cash equivalent                             $ 1,499,758     $ 2,990,575
     Accounts receivable                                                
     - trade, net of allowance                              9,249,718       7,988,380
     - unbilled receivables                                    88,124         180,545
     - other                                                   45,138          27,586
     Salary advances                                           11,781   
     Inventory                                              3,922,341       2,563,509
     Prepaid expenses                                         174,701         119,620
     Loss receivable related parties                          713,351   
     Accrued interest receivable                               13,250   
     Deferred tax asset                                       209,606         258,606
     Costs and estimated earnings in excess of billings     2,727,945       2,540,278
                                                          ===========     ===========
                                                                        
                  Total Current Assets                     18,655,713      16,669,099
                                                                        
Property and Equipment, net                                 5,681,587       5,573,568
                                                                        
Other Assets:                                                           
     Loans receivable related party                           260,410         238,806
     Accosts receivable - long term                            56,609   
     Goodwill, net                                         19,939,886      20,083,941
     Covenant not to compete net                              324,604         341,689
     Other assets                                             273,862         347,142
     Debt issue costs, net                                    284,435         241,192
                                                          ===========     ===========
                                                                        
                                                           21,139,806      21,252,770
                                                          ===========     ===========
                                                                        
                  Total Assets                            $45,477,106     $43,495,437
                                                          ===========     ===========
</TABLE>
                                       F-1
<PAGE>
                 INTERNATIONAL FIBERCOM, INC., AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEET (CONTINUED)
                              AS OF MARCH 31, 1998
                                   (Unaudited)
                       LIABILITIES AND STOCKHOLDERS EQUITY

<TABLE>
<CAPTION>
                                                                     March 31,    December 31,
                                                                          1998            1997
<S>                                                               <C>             <C>         
Current Liabilities:
     Notes payable current portion                                $  1,158,548    $  1,493,945
     Notes payable related party                                     1,340,000       1,754,674
     Obligations under capital lease                                   189,541         192,429
     Income taxes payable                                              630,053         123,669
     Accounts payable
     - trade                                                         2,538,318       2,598,707
     - related parties                                                  24,207          19,610
     Accrued offering costs                                            383,840         741,139
     Accrued expense                                                 1,314,363       1,093,686
     Accrued interest                                                   32,143
     Billings in excess of cost estimated earnings                     729,147         218,585
                                                                  ============    ============

                  Total Current Liabilities                          8,340,160       8,236,444
                                                                  ============    ============

Long-Term Liabilities:
     Notes payable-long term                                         1,210,521         798,698
     Notes payable-related party                                     2,338,117       3,051,326
     Obligations under capital lease - long term                       172,426         392,135
     Deferred income tax payable                                       163,862         163,862
                                                                  ============    ============
                  Total Long-Term Liabilities                        3,884,926       4,406,021
                                                                  ============    ============

                  Total Liabilities                                 12,225,086      12,642,465
                                                                  ============    ============

Stockholder's Equity:
     Series B 4% convertible preferred stock, no par value;
          4,400 authorized; 1518 issued and outstanding at
          December 1997, 1,291 issued and outstanding at March 1998    958,335       1,126,837
     Series C 4% convertible preferred stock, no par value;
          1,000 authorized, issued and outstanding                     766,662         766,662
     Common Stock, no par, 100,000,000 shares authorized;
          17,616,033 shares issued, 17,412,343 outstanding          33,403,549      32,389,218
     Common stock warrants                                              99,082          99,082
     Additional paid-in capital                                      2,838,038       2,862,027
     Retained earnings                                              (5,722,837)     (7,853,875)
     Current period profit (loss)                                    1,167,207       2,131,038
                                                                  ============    ============
                                                                    34,070,036      31,520,989
                                                                  ============    ============
     Less:  treasury stock 203,690 shares, at cost                    (818,017)       (668,017)
                                                                  ============    ============
Total Stockholders' Equity                                          33,252,020      30,852,972
                                                                  ============    ============
Total Liabilities and Stockholders' Equity                        $ 45,477,106    $ 43,495,437
                                                                  ============    ============
</TABLE>
                                       F-2
<PAGE>
                  INTERNATIONAL FIBERCOM, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                Three              Three
                                                Months Ended       Months Ended
                                                March 31, 1998     March 31, 1997*
                                                                  
<S>                                               <C>                 <C>         
Contract Revenues                                 $ 12,876,081        $  8,385,556
                                                                  
                                                                  
Direct Cost of Contract Revenues                     8,512,443           6,672,946
                                                  ============        ============
                                                                  
Gross Profit                                         4,363,638           1,712,610
                                                                  
General and Administrative Expenses                  2,455,593           1,231,147
                                                  ============        ============
                                                                  
Profit from operations                               1,908,045             481,463
                                                                  
                                                                  
Other Income (Expense):                                           
     Interest income                                    23,614                   7
     Interest expense                                 (124,003)            (93,706)
     Other income                                        5,355               2,402
                                                                  
     Gain on disposal of assets                          8,734             164,662
                                                  ============        ============
                                                       (86,300)             73,365
                                                  ============        ============
Net income before income taxes                       1,821,745             554,828
                                                  ============        ============
                                                                  
Provision for tax benefit (expense)                   (631,628)                  0
                                                  ============        ============
                                                                  
Net income                                           1,190,117             554,828
                                                                  
Preferred stock dividend                               (22,910)            (45,226)
                                                                  
Net income attributable to                                        
     common stockholders                          $  1,167,207             509,602
                                                  ============        ============
                                                                  
Earnings per Share:                                               
     Basic earnings per share                     $       0.07        $       0.07
                                                  ------------        ------------
                                                                  
     Diluted earnings per share                   $       0.05        $       0.03
                                                  ------------        ------------
                                                                  
Basic weighted average shares outstanding           17,077,540           6,895,442
                                                  ------------        ------------
Diluted weighted average shares                                   
     outstanding                                    22,580,105          14,848,360
                                                  ------------        ------------
</TABLE>

*Includes  operations  of  Compass  Communications,  Inc.  due to a  pooling  of
interests acquisition.
                                       F-3
<PAGE>
                  INTERNATIONAL FIBERCOM, INC. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
                 For The Period Ended March 31, 1998 (Unaudited)


<TABLE>
<CAPTION>
                                   Preferred Stock                  Common Stock                           
                                                                                                           
                               Series B        Series C        Shares          Amount        Warrants      
                             ------------    ------------   ------------    ------------   ------------    
<S>                          <C>             <C>              <C>           <C>                  <C>       
Stockholder's Equity                                                                                       
December 31, 1997            $  1,126,837    $    766,662     16,632,849    $ 32,389,218         99,082    
                             ============    ============   ============    ============   ============    
Dividend paid on Series B
Preferred Stock                                                    2,486          12,910                   

Dividend paid on Series C
Preferred Stock                                                    1,925          10,000                   

Conversion of Series B
Preferred Stock                  (168,502)                       134,563         168,502                   

Interest on Debenture paid
in Common Stock                                                    7,744          46,948                   

Warrant Exercises                                                295,000         645,000                   

Conversion of 8%
Debentures                                                       480,000         600,000                   

Incentive Stock Option
Exercises                                                         86,466          90,972                   

Treasury Stock Repurchase                                        (25,000)                                  

Earnings for the Quarter                                                                                   
                             ------------    ------------   ------------    ------------   ------------    
Stockholder's Equity              958,335    $    766,662     17,616,033    $ 33,963,550   $     99,082    
March 31, 1998
                             ============    ============   ============    ============   ============    

<CAPTION>
                                              Additional                                  
                             Accumulated       Paid-In         Treasury                   
                               Deficit         Capital           Stock          Totals    
                             ------------    ------------    ------------    ------------ 
<S>                          <C>             <C>             <C>             <C>          
Stockholder's Equity                                                                      
December 31, 1997            $ (5,722,837)   $  2,862,027    $   (668,017)   $ 30,852,972 
                             ============    ============    ============    ============ 
Dividend paid on Series B                                                                 
Preferred Stock                   (12,910)                                                
                                                                                          
Dividend paid on Series C                                                                 
Preferred Stock                   (10,000)                                                
                                                                                          
Conversion of Series B                                                                    
Preferred Stock                                                                           
                                                                                          
Interest on Debenture paid                                                                
in Common Stock                                                                    46,948 
                                                                                          
Warrant Exercises                                                                 645,000 
                                                                                          
Conversion of 8%                                                                          
Debentures                                                                        600,000 
                                                                                          
Incentive Stock Option                                                                    
Exercises                                         (23,989)                         66,983 
                                                                                          
Treasury Stock Repurchase                                        (150,000)       (150,000)
                                                                                          
Earnings for the Quarter        1,190,117                                       1,190,117 
                             ------------    ------------    ------------    ------------ 
Stockholder's Equity         $ (4,555,630)   $  2,838,038    $   (818,017)   $ 33,252,020 
March 31, 1998                                                                            
                             ============    ============    ============    ============ 
</TABLE>
                                       F-4
<PAGE>
                  INTERNATIONAL FIBERCOM, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                   THREE MONTHS ENDED MARCH 31, 1998 AND 1997

<TABLE>
<CAPTION>
                                                                          1998           1997
                                                                      -----------    -----------
<S>                                                                   <C>            <C>    
Cash flows from operating activities:
  Net income (loss)                                                   $ 1,167,207    $   384,843
  Adjustments to reconcile net income (loss) to
         net cash provided (used) by operating activities:
         Depreciation and Amortization                                    521,220        243,380
         (Increase) decrease in contracts receivable                   (1,198,250)    (2,811,998)
         (Increase) decrease in inventory                              (1,358,832)      (444,701)
         (Increase) in deferred tax assets                                 49,000
         (Increase) decrease in costs and estimated earnings in
              excess of billings on uncompleted contracts                (187,667)    (1,500,035)
         (Increase)  decrease in prepaid expenses                         (55,081)       (90,340)
         (Increase) decrease in accrued interest receivable               (13,250)
         (Increase)  decrease in income tax refund                              0        (10,500)
         (Decrease) increase in accounts payable                          (55,792)       919,577
         (Decrease) increase in accrued expenses                          252,820        442,384
         (Decrease) increase in billings in excess of cost and
              estimated earnings on uncompleted contracts                 510,562        233,286
         (Decrease) increase in income tax payable                        506,384
         (Decrease) increase in accrued offering costs                   (357,299)       481,000
                                                                      ===========    ===========
                   Net cash provided (used) by operating activities      (218,978)    (2,153,104)
                                                                      ===========    ===========

Cash flows from investing activities:
  (Purchase) sale of property and equipment                              (375,790)      (467,680)
  (Increase) decrease in other assets                                      16,671
  (Increase) decrease in deposits                                                        (20,350)
  (Increase) decrease in goodwill and other assets                        (92,309)    (1,613,865)
  (Increase) decrease in deferred acquisition costs                       (43,243)       138,742
                                                                      ===========    ===========
                   Net cash provided (uses) by investing activities      (494,671)    (1,963,153)

Cash flows from financing activities:
  (Repayment) increase of loans and other
  liabilities payable                                                  (1,274,054)     2,301,592
  Proceeds from private offering, net                                   1,231,840      5,249,523
  Loan to acquisition company                                            (713,350)             0
  (Repayment) proceeds from stockholder loan                              (21,604)             0
  (Increase) decrease in subscriptions receivable                               0     (3,300,000)
                                                                      ===========    ===========
                   Net cash provided (used) by financing activities      (777,168)     4,251,115
                                                                      ===========    ===========

Net (decrease) increase in cash                                        (1,490,817)       134,858

Cash, beginning of period                                               2,990,575          3,972

Cash, end of period                                                   $ 1,499,758    $   138,830
                                                                      ===========    ===========
</TABLE>
                                       F-5
<PAGE>
                          INTERNATIONAL FIBERCOM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.   Significant accounting policies:

     Basis of presentation:

     In the  opinion of  management,  the  accompanying  consolidated  financial
     statements  reflect all  adjustments  (consisting of only normal  recurring
     accruals)  necessary to present  fairly the financial  position as of March
     31, 1998 and the results of its operations for the three months ended March
     31,  1998.  Although  management  believes  that the  disclosures  in these
     financial  statements  are adequate to make the  information  presented not
     misleading,  certain information and footnote disclosures normally included
     in  financial  statements  that  have  been  prepared  in  accordance  with
     generally  accepted  accounting  principles  have been condensed or omitted
     pursuant  to  the  rules  and   regulations  of  the  Securities   Exchange
     Commission.

     The results of operations for the three months ended March 31, 1998 are not
     necessarily  indicative  of the results  that may be expected  for the full
     year ending  December 31, 1998.  The  accompanying  consolidated  financial
     statements  should be read in conjunction with the more detailed  financial
     statements,  and the related  footnotes  thereto,  filed with the Company's
     Annual  Report on Form 10-KSB for the year ended  December 31, 1998 and the
     Form SB-2 as filed on February 12, 1998.

     Principles of consolidation:

     The  consolidated  financial  statements  include the  financial  position,
     results of operations and cash flows of International  FiberCom,  Inc., and
     its  wholly-owned  subsidiaries,   Kleven  Communications,   Inc.,  Compass
     Communications,  Inc., Riley  Underground  Communications,  Inc.,  Southern
     Communications  Products,  Inc.  and Concepts In  Communications,  Inc. All
     material  intercompany  transactions,   accounts  and  balances  have  been
     eliminated.

2.   Unaudited Pro Forma Condensed Consolidated Financial Statements:

     The accompanying  consolidated statements of operations include the results
     of operations of Southern Communications  Products, Inc. ("Southern") which
     the Company acquired effective October 1997.

     The  following  unaudited  pro  forma  condensed   consolidated   financial
     statements  for the  quarter  ended  March  31,  1997  give  effect  to the
     acquisition  of  Southern by the  Company  pursuant  to the Asset  Purchase
     Agreement  between  the  parties,  and  are  based  on  the  estimates  and
     assumptions set forth herein and in the notes to such statements.  This pro
     forma  information  has been prepared  utilizing the  historical  financial
     statements and notes thereto,  which are incorporated by reference  herein.
     The pro forma  financial  data does not  purport  to be  indicative  of the
     results  which  actually  would have been  obtained had the  purchase  been
     effected on the dates  indicated or of the results of which may be obtained
     in the future.

     The pro forma  financial  information  is based on the  purchase  method of
     accounting  for the  acquisition  of  Southern.  The pro forma  entries are
     described  in  the  accompanying  footnotes  to  the  unaudited  pro  forma
     condensed  consolidated  statements.  The  pro  forma  unaudited  condensed
     consolidated  statements of  operations  assume that the  acquisition  took
     place on the first day of the period presented.
                                       F-6
<PAGE>
                  INTERNATIONAL FIBERCOM, INC. AND SUBSIDIARIES
            PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                    FOR THE THREE MONTHS ENDED MARCH 31, 1997

<TABLE>
<CAPTION>
                                                              Southern
                                               IFC         Communications      Pro Forma            IFC
                                           Consolidated    Products, Inc.     Adjustments       Consolidated
                                                                            
<S>                                        <C>              <C>                <C>              <C>         
Contract Revenues                          $  8,385,556     $  3,249,860                        $ 11,635,416
                                                                            
Cost of Contract Revenues                     6,672,946        1,062,105                           7,735,052
                                           ============     ============                        ============
                                                                            
Gross Profit                                  1,712,610        2,187,755                           3,900,364
                                                                            
General and Administrative Expenses           1,231,147          346,598          226,149(1)       1,803,893
Provision for doubtful account                        0                0                                   0
                                           ============     ============     ============       ============
                                                                            
Profits from Operations                         481,463        1,841,157         (226,149)         2,096,471
                                                                            
Other Income (Expense):                                                     
              Interest Income                         7           21,979                              21,986
              Interest expense                  (93,706)                          (68,000)(2)       (161,706)
              Other Income                        2,402                                                2,403
              Gain on disposal of assets        164,662                                              164,662
                                           ============     ============     ============       ============
                                                                            
                                                 73,365           21,979          (68,000)            27,345
                                           ============     ============     ============       ============
                                                                            
Net income before income taxes                  554,828        1,863,136         (294,149)         2,123,816
                                           ============     ============     ============       ============
                                                                            
                                                                            
Provision for tax benefit (expense)                   0                0         (743,335)(3)       (743,335)
                                           ============     ============     ============       ============
                                                                            
Net income                                      544,828        1,863,136       (1,037,484)         1,380,480
                                           ============     ============     ============       ============
                                                                            
Preferred stock dividend                        (45,226)               0                             (45,226)
                                           ============     ============     ============       ============
                                                                            
Net income attributable to                                                  
              common stockholders               509,602        1,863,136       (1,037,484)         1,335,254
                                           ============     ============     ============       ============
                                                                            
Basic earnings per share                   $       0.07                                         $       0.11
Fully diluted earnings per share           $       0.03                                         $       0.07
                                                                            
Basic average shares outstanding              6,895,442                                           11,827,103
Diluted weighted average shares                                             
              outstanding                    14,848,360                                           19,780,021
</TABLE>                                                                    
                                                                           
1.            Amortize goodwill
2.            Interest expense
3.            Income tax proration
                                       F-7
<PAGE>
ITEM 6.

         The  Company  filed no Reports on Form 8-K during the quarter for which
this report is filed.

                                   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.

                                          INTERNATIONAL FIBERCOM, INC.




                                          BY /s/ Terry Beiriger
                                            ------------------------------------
                                                Terry Beiriger,
                                                Chief Financial Officer




         DATED: May 15, 1998

<TABLE> <S> <C>

<ARTICLE>                                   5
<CIK>                                       924632
<NAME>                                      INTERNATIONAL FIBERCOM INC
<MULTIPLIER>                                1
<CURRENCY>                                  U.S. Dollars
       
<S>                                         <C>                    
<PERIOD-TYPE>                               3-MOS
<FISCAL-YEAR-END>                                          DEC-31-1998 
<PERIOD-START>                                             JAN-01-1998 
<PERIOD-END>                                               MAR-31-1998 
<EXCHANGE-RATE>                                                      1 
<CASH>                                                       1,499,758 
<SECURITIES>                                                         0 
<RECEIVABLES>                                                9,382,980 
<ALLOWANCES>                                                         0 
<INVENTORY>                                                  3,922,341 
<CURRENT-ASSETS>                                            18,655,713 
<PP&E>                                                      10,175,322 
<DEPRECIATION>                                               4,493,795 
<TOTAL-ASSETS>                                              45,477,106 
<CURRENT-LIABILITIES>                                        8,340,160 
<BONDS>                                                              0 
                                                0 
                                                    766,662 
<COMMON>                                                    34,921,884 
<OTHER-SE>                                                  (2,436,526)
<TOTAL-LIABILITY-AND-EQUITY>                                45,477,106 
<SALES>                                                     12,876,081 
<TOTAL-REVENUES>                                            12,876,081 
<CGS>                                                        8,512,443 
<TOTAL-COSTS>                                               10,968,036 
<OTHER-EXPENSES>                                               (14,793)
<LOSS-PROVISION>                                                     0 
<INTEREST-EXPENSE>                                             124,003 
<INCOME-PRETAX>                                              1,798,835 
<INCOME-TAX>                                                   631,628 
<INCOME-CONTINUING>                                          1,167,207 
<DISCONTINUED>                                                       0 
<EXTRAORDINARY>                                                      0 
<CHANGES>                                                            0 
<NET-INCOME>                                                 1,167,207 
<EPS-PRIMARY>                                                      .07 
<EPS-DILUTED>                                                      .05 
        

</TABLE>


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