U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): September 1, 1999
iEXALT, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
NEVADA
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)
2-65800 75-1667097
(I.R.S. EMPLOYER
(COMMISSION FILE NUMBER) IDENTIFICATION NO.)
4301 WINDFERN, HOUSTON, TEXAS 77041
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)
(281) 600-4000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
______________________________________
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
In connection with the acquisition described in Item 2 below, Mr. Hunter
Carr was issued 2,250,000 shares of Company common stock (10.8%), Jack Tompkins
was issued 6,000,000 shares (28.7%), Morris Chapman was issued 3,000,000 shares
(14.4%), Jonathan Gilchrist was issued 2,250,000 shares (10.7%), Don Sapaugh was
issued 2,250,000 shares (10.8%) and Agrosource was issued 1,500,000 shares
(7.1%). Collectively, Messrs. Carr, Tompkins, Chapman, Gilchrist and Sapaugh,
and Agrosource own approximately 82.6% of the shares of Company common stock
issued and outstanding. The consideration paid for the shares was all of the
issued and outstanding stock of iExalt, Inc., of which Messrs. Carr, Tompkins,
Chapman, Gilchrist and Sapaugh, and Agrosource owned approximately 93.8%.
To the best of the Company's knowledge, there are no known arrangements
which may at a subsequent date result in a change of control of the Company.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Effective September 1, 1999, Sunbelt Exploration, Inc., a Nevada
corporation ("Company"), acquired all of the issued and outstanding stock of
iExalt, Inc., a Texas corporation in the business of providing Internet services
and software, and content targeted towards the Christian community. In
connection with such acquisition, the Company issued an aggregate of 18,393,666
shares authorized but unissued common stock to the shareholders of iExalt, in
exchange for all of the outstanding shares of iExalt common stock, which
constituted upon closing approximately 88% of the issued and outstanding common
stock of the Company. Upon the closing of the transaction, there were 20,874,166
shares of common stock issued and outstanding.
In connection with the reverse acquisition, the shareholders (a) adopted
and approved Amended and Restated Articles of Incorporation which authorized
changing the name of Sunbelt Exploration, Inc. to iExalt, Inc. and authorized
20,000,000 shares of preferred stock, par value $.001; (b) elected Jack
Tompkins, Hunter Carr, Don Sapaugh, Jonathan Gilchrist and Morris Chapman as
directors of the Company; and (c) approved the Company's 1999 Directors' Stock
Option Plan and Employees' 1999 Stock Option Plan.
The transaction was accounted for as a purchase. The acquisition of iExalt
was deemed "significant," accordingly, separate historical and pro forma
financial statements are filed herewith.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Inapplicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Inapplicable.
ITEM 5. OTHER EVENTS
Inapplicable.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTOR
Inapplicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
The financial statements prepared in accordance with Item 310 of
Regulation S-B are attached hereto as Annex A.
(b) Pro Forma Financial Information.
The pro forma financial information prepared in accordance with Item
310 of Regulation S-B is attached hereto as Annex A.
ITEM 8. CHANGE IN FISCAL YEAR
Inapplicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
iEXALT, INC.
By: //S// JONATHAN GILCHRIST
________________________________________
JONATHAN GILCHRIST, SECRETARY
DATE: November 15, 1999
EXHIBITS
EXHIBIT
NO.
-------
1.1(1) -- Exchange Agreement between Sunbelt
Exploration, Inc. and iExalt, Inc.
2.1(1) -- 1999 Directors' Stock Option Plan
2.2(1) -- Employees' 1999 Stock Option Plan
- ------------
(1) Previously filed as an exhibit to the company's Current Report on Form 8-K
filed September 14, 1999 and incorporated herein by reference.
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Shareholders of
iExalt, Inc.
We have audited the accompanying balance sheet of iExalt, Inc. as of August
31, 1999 and the related statements of operations, changes in shareholders'
equity and cash flows for the period January 7, 1999 (date of inception) through
August 31, 1999. 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 audits provide 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 iExalt, Inc. at August 31,
1999 and the results of its operations and its cash flows for the period January
7, 1999 (date of inception) through August 31, 1999, in conformity with
generally accepted accounting principles.
/s/ HARPER & PEARSON COMPANY
Harper & Pearson Company
Houston, Texas
November 5, 1999
iEXALT, INC.
BALANCE SHEET
AUGUST 31, 1999
- --------------------------------------------------------------------------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents..................................... $ 351,312
Accounts receivable, trade.................................... 48,962
Accounts receivables, affiliates ............................ 24,451
Inventory .................................................... 47,820
Prepaid expenses ............................................. 17,089
---------
TOTAL CURRENT ASSETS ......................................... 489,634
---------
PROPERTY AND EQUIPMENT, net ...................................... 88,824
---------
OTHER ASSETS
Goodwill and other intangible assets, net .................... 194,000
Other assets ................................................. 3,814
---------
$ 776,272
=========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Short-term borrowings ........................................ $ 23,410
Current maturities of long-term debt ......................... 150,000
Accounts payable, trade ...................................... 53,001
Accounts payables, affiliates ................................ 57,312
Royalties payable ............................................ 43,702
Other accrued liabilities .................................... 62,734
---------
TOTAL CURRENT LIABILITIES .................................... 390,159
---------
LONG-TERM DEBT ................................................... 350,000
---------
SHAREHOLDERS' EQUITY
Common stock, $.001 par value, 50,000,000 shares
authorized, 18,423,666 shares issued and outstanding ..... 18,424
Paid-in capital .............................................. 364,802
Receivable from shareholders ................................. (11,250)
Retained deficit ............................................. (335,863)
---------
TOTAL SHAREHOLDERS' EQUITY ................................... 36,113
---------
$ 776,272
=========
iEXALT, INC.
STATEMENT OF OPERATIONS
FROM INCEPTION (JANUARY 7, 1999) THROUGH AUGUST 31, 1999
- --------------------------------------------------------------------------------
REVENUES ................................................... $ 180,933
---------
COSTS AND EXPENSES
Direct costs ........................................... 142,684
Selling, general and administrative .................... 370,308
Depreciation and amortization .......................... 5,370
---------
LOSS FROM OPERATIONS ....................................... (337,429)
---------
OTHER INCOME/(EXPENSES)
Interest income ........................................ 2,182
Interest expense ....................................... (616)
---------
LOSS BEFORE INCOME TAXES ................................... (335,863)
INCOME TAXES ............................................... --
---------
NET LOSS ................................................... $(335,863)
=========
iEXALT, INC.
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
FROM INCEPTION (JANUARY 7, 1999) THROUGH AUGUST 31, 1999
- --------------------------------------------------------------------------------
COMMON STOCK RECEIVABLE TOTAL
------------------------ PAID-IN FROM RETAINED SHAREHOLDERS'
SHARES AMOUNT CAPITAL SHAREHOLDERS DEFICIT EQUITY
---------- ---------- ---------- ---------- ---------- ----------
BALANCE - JANAURY 1, 1999 .................. -- $ -- $ -- $ -- $ -- $ --
Issuance of common stock to founders .... 11,250,000 11,250 -- (11,250) -- --
Issuance of common stock in connection
with acquistions:
Certain intangible assets ......... 750,000 750 -- -- -- 750
NetXpress ......................... 3,000,000 3,000 (314,521) -- -- (311,521)
Interactive Communications Concepts 72,000 72 -- -- -- 72
NavPress Software ................. 900,000 900 -- -- -- 900
Sale of common stock .................... 2,405,000 2,405 579,370 581,775
Issuance of common stock for services ... 46,666 47 69,953 -- -- 70,000
Contribution of services ................ -- -- 30,000 -- -- 30,000
Net loss ................................ -- -- -- -- (335,863) (335,863)
---------- ---------- ---------- ---------- ---------- ----------
BALANCE - AUGUST 31, 1999 .................. 18,423,666 $ 18,424 $ 364,802 ($ 11,250) ($ 335,863) $ 36,113
========== ========== ========== ========== ========== ==========
iEXALT, INC.
STATEMENT OF CASH FLOWS
FROM INCEPTION (JANUARY 7, 1999) THROUGH AUGUST 31, 1999
- --------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss ..................................................... $(335,863)
---------
Adjustments to reconcile net loss to
net cash used by operating activities:
Depreciation and amortization ............................ 5,370
Compensation expense for contributed services ............ 30,000
Changes in assets and liabilities, net
of effects of acquisitions:
Accounts receivable ............................... (25,790)
Inventory ......................................... 7,439
Prepaid expenses .................................. (3,553)
Other assets ...................................... (11,353)
Accounts payable .................................. 66,103
Royalities payable ................................ (9,627)
Other accrued expenses ............................ 25,329
---------
Net cash used in operating activities ........ (251,945)
---------
CASH FLOWS FROM INVESTING ACTIVITIES
Net liabilities of acquisitions, less cash acquired .......... 54,279
Purchases of property and equipment .......................... (29,095)
---------
Net cash used in investing activities ................. 25,184
---------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock ....................... 581,775
Repayment of debt ............................................ (3,702)
---------
Net cash provided by financing activities ............ 578,073
---------
NET INCREASE IN CASH AND CASH EQUIVALENTS ........................ 351,312
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD ................... --
---------
CASH AND CASH EQUIVALENTS, END OF PERIOD ......................... $ 351,312
=========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest ....................................... $ 616
=========
NONCASH INVESTING AND FINANCING INFORMATION:
Issuance of common stock for services ........................ $ 70,000
=========
NET LIABILITIES OF ACQUISITIONS
Negative working capital acquired other than cash ............ $ 120,360
Property and equipment ....................................... (62,729)
Goodwill and other assets .................................... (188,831)
Issuance of notes payable to shareholders .................... 500,000
Purchase price in excess of net book value
for acquisitions under common control .................... (314,521)
---------
Net liabilities of acquisitions , net of cash ............ $ 54,279
=========
iEXALT, INC.
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 1999
NOTE A SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION AND BASIS OF PRESENTATIONS - iExalt, Inc. ("the Company"
or "iExalt- Texas") was incorporated in Texas on January 7, 1999 for
the purpose of developing and marketing Internet products, software,
and filtered ISP services to the Christian community.
CASH AND CASH EQUIVALENTS - The Company considers all highly liquid
debt instruments having maturities of three months or less at the date
of purchase to be cash equivalents.
INVENTORIES - Electronic publishing inventories are comprised of
compact discs and related supplies. Inventory is stated at the lower
of cost, determined by the average cost method, or market.
PROPERTY AND EQUIPMENT - Property and equipment is carried at original
cost or adjusted net realizable value, as applicable. Maintenance and
repair costs are charged to expense as incurred. When assets are sold
or retired, the remaining costs and related accumulated depreciation
are removed from the accounts and any resulting gain or loss is
included in income.
For financial reporting purposes depreciation of property and
equipment is provided using the straight-line method based upon the
expected useful lives of each class of assets. Estimated useful lives
of assets were as follows: Furniture and fixtures five to seven years;
computers and other office equipment three to five years.
FINANCIAL INSTRUMENTS - FAIR VALUE - the carrying values of the
Company's financial instruments, which include cash and cash
equivalents, accounts receivable, due from stockholders and officers,
accounts payable and accrued charges, and debt, approximate their
respective fair values.
CREDIT RISK - The Company maintains its cash balances primarily with
one financial institution. At august 31, 1999, the Company had
$350,000 on deposit with a financial institution approximately
$350,000 in excess of the FDIC insured limit.
GOODWILL AND OTHER INTANGIBLES - Goodwill represents the cost in
excess of fair value of the assets of businesses acquired and is being
amortized using the straight-line method over 40 years. Other
intangible assets represent costs allocated to covenants not to
compete and other intangibles acquired in business acquisitions. Other
intangible assets are being amortized using the straight-line method
over their estimated useful lives, which range from three to ten
years. Accumulated amortization at August 31, 1999 was $2,370.
REVENUE RECOGNITION - The Company recognizes revenue on services as
they are performed and on products when they are sold net of sales
returns. The Company grants refunds and returns on electronic
publishing products if the software and publications sold are returned
within thirty days. An allowance for $20,500 for refunds and returns
has been recorded and is included with accrued expenses at August 31,
1999.
INCOME TAXES - The Company operates as a corporation. No tax provision
has been reflected because of the net operating loss for the company.
The net operating losses are fully reserved by a valuation allowance.
MANAGEMENT'S ESTIMATES -The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosures of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.
While it is believed that such estimates are reasonable, actual
results could differ from those estimates.
CONDITIONS AFFECTING ONGOING OPERATIONS - The Company hopes to obtain
additional debt and equity financing from various sources in order to
finance its operations and to continue to grow through merger and
acquisition opportunities. In the event the Company is unable to
obtain additional debt and equity financing, the Company will not be
able to continue its current level of operations. If the Company is
unable to continue its operations, the value of the Comapny's assets
will experience a significant decline in value from the net book
values reflected in the accompanying consolidated balance sheet.
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 the terms of its financing agreements, to
obtain additional financing or refinancing as may be required, and
ultimately to attain profitability.
7
iEXALT, INC.
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 1999
NOTE B ACQUISITIONS
On February 4, 1999, the Company acquired certain intangible assets
valued on the accompanying balance sheet at $750 from a shareholder of
the Company in exchange for shares of iExalt, Inc. common stock.
On May 31, 1999, the Company acquired all of the assets and assumed
certain liabilities of Hunter Community Interests, LTD. and
AgroSource, Inc. (dba NetXpress), a Houston, Texas based Internet
Service Provider from certain shareholders of the Company.
Consideration for this purchase included the issuance of 3,000,000
shares of the Company's common stock and the assumption of a
non-interest bearing note payable to a shareholder for $350,000. The
purchase price in excess of the net book value of assets acquired of
$314,000 was recognized as a reduction in paid-in capital because the
business purchased was under common control.
On June 21, 1999, the Company acquired certain tangible and intangible
assets of Interactive Communications Concepts of Texas, a Houston,
Texas based ISP company, for a combination of $15,000 in cash and
72,000 shares of the Company's common stock. The purchase price in
excess of the value of the assets acquired of $6,572 was recorded as
goodwill.
On July 1, 1999, the Company acquired certain tangible and intangible
assets and liabilities of NavPress Software, a Texas general
partnership that specializes in developing, manufacturing and
marketing various types of software and electronic books for the
Christian community. In consideration for this purchase, the Company
executed a non-interest bearing note payable in the amount of $150,000
due in one year and issued 900,000 shares of common stock of iExalt to
the sellers. The Company, as part of this transaction, is obligated to
raise additional capital from investors outside the group of founders
of at least $1,800,000 within 180 days from June 15, 1999. This
requirement may be extended, by written consent of the seller, for up
to two years after June 15, 1999. As part of the acquisition, the
President of NavPress Software signed an employment agreement for one
year. The purchase price in excess of the net value of assets acquired
of $174,623 was recorded as goodwill.
All of the above acquisitions were accounted for by the purchase
method and, accordingly, the operations of the acquired companies are
included in the results of the Company for the periods subsequent to
the dates of acquisition. See the subsequent event footnote for pro
forma results of operations of the Company which assume the
acquisitions had been acquired on January 1, 1997.
NOTE C PROPERTY AND EQUIPMENT
Property and equipment as of August 31, 1999 consisted primarily of
furniture and fixtures, computers, other office equipment with an
original cost of $ 91,824. The accumulated depreciation at August 31,
1999 was $ 3,000.
NOTE D SHORT-TERM BORROWINGS
On August 18, 1999 the Company entered into an agreement with a bank
for a short-term line of credit for $50,000. Borrowings under the line
of credit are due August 18, 2000 and bear interest at the prime rate
with interest payable monthly. The line of credit is secured by
substantially all of the assets of the Company and the guaranty of a
shareholder of the Company. As of August 31, 1999 no borrowings were
outstanding under this line of credit.
iEXALT, INC.
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 1999
NOTE D SHORT-TERM BORROWINGS (continued)
The Company assumed certain short-term borrowing arrangements with a
bank in connection with its July 1, 1999 acquisition of NavPress
Software. The loan facilities include an unsecured line of credit
$25,000 with a bank with interest payable monthly at prime plus 6.75%.
It also assumed a line of credit for $50,000 with a bank with interest
payable at prime plus 1.5% secured by accounts receivable. As of
August 31, 1999 there was $23,410 outstanding under these lines of
credit.
NOTE E LONG-TERM DEBT
Long-term debt at August 31, 1999 consisted of the following:
Note Payable to Shareholder $350,000
Note Payable to Shareholder 150,000
--------
500,000
Less: current maturities (150,000)
--------
$350,000
========
In connection with the May 31, 1999 NetXpress acquisition, the Company
assumed a $350,000 promissory note payable to a shareholder of the
Company. The shareholder note is $350,000 secured by the all of the
assets acquired from NetXpress and is payable at such time that the
Company's net assets are equal to or exceed $5,000,000. In connection
with the July 1, 1999 acquisition of NavPress the Company executed a
$150,000 non-interest bearing note payable to the seller, who is also
a shareholder of the Company. The $150,000 note is payable on July 1,
2000 and is classified as long-term because of management's intention
to refinance it on a long-term basis.
NOTE F SHAREHOLDERS' EQUITY
On June 27, 1999, the Company issued A Private Placement Memorandum
offering 1,000,000 shares of iExalt common stock to qualified
purchasers at a price of $1.80 per share. The Company has reserved the
right to offer an additional 1,000,000 of its common shares under the
terms of the Private Placement Memorandum (PPM). Funds resulting from
the sale of the Company's common stock will be used for funding the
day-to-day operations of the Company, development of new products and
services, marketing, and acquisitions of other businesses in similar
industries, among other things. There is no assurance that the
Offering will be successful, or if it is, whether there will be
adequate cash resulting from this transaction to accomplish the above
stated objectives. The Company has committed to pay in stock 6% of the
offering proceeds raised to registered brokers as finder's fees
related to the sale of common stock subject to this Offering. As of
August 31, 1999 30,000 shares had been issued pursuant to this
offering.
On June 29, 1999, a shareholder of the Company purchased 2,250,000
shares of iExalt's common stock for cash of $500,000. In connection
with this purchase, the shareholder also committed the services of an
executive to assist the Company in the initial start-up and
structuring of its business for up to one year at no cash cost to the
Company. The Company recorded compensation expense of $30,000 for the
period ending August 31, 1999 for such services.
NOTE G LEASES
The Company's corporate offices are leased on a month-to-month basis
from a related party. The related party lease expense during 1999 was
$14,800. The Company's other office and warehouse space are leased
under long-term operating leases. Future minimum lease payments on a
calendar year basis (the new fiscal year-end of the Company) under
iEXALT, INC.
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 1999
NOTE G LEASES (continued)
non-cancelable operating leases with initial or remaining lease terms
in excess of one year at August 31, 1999 were as follows: for the year
ended December 31, 1999, $6,269; for 2000, $19,584; for 2001, $17,495;
for 2002 $1,395.
Rental expense attributable to long-term leases as of August 31, 1999
was $18,670.
NOTE H YEAR 2000 (Unaudited)
The Year 2000 Issue arises because many computerized systems use two
digits rather than four to identify a year. Date sensitive systems may
recognize the year 2000 as 1900 or some other date resulting in errors
when information using year 2000 dates is processed. In addition,
similar problems may arise in some systems which use certain dates in
1999 to represent something other than a date. The effects of the Year
2000 Issue may be experienced before, on, or after January 1, 2000,
and if not addressed, the impact on operations and financial reporting
may range from minor errors to significant systems failure which could
affect a Company's ability to conduct normal business operations. The
Company believes that the Year 2000 issue will not have a material
adverse impact on the Company.
NOTE I SUBSEQUENT EVENTS
On September 1, 1999 Sunbelt Exploration, Inc. ("Sunbelt"), a Nevada
corporation, acquired all of the issued and outstanding stock of
iExalt-Texas. In connection with this merger, Sunbelt changed its name
to iExalt, Inc. ("iExalt-Nevada"). The acquisition was effected
through the issuance of 18,393,666 shares of Sunbelt common stock to
the shareholders of iExalt-Texas in exchange for all of the
outstanding shares of iExalt-Texas common stock. Upon the closing of
the transaction, there were 20,874,166 shares of common stock issued
and outstanding. Subsequent to the stock record date 30,000 additional
shares were issued as of August 31, 1999 pursuant to iExalt-Texas
Private Placement Memorandum. The acquisition will be accounted for as
a reverse takeover.
The pro forma results of operations of the Company for the eight
months ended August 31, 1999 and for the twelve months ended December
31, 1998 and 1997 (assuming iExalt-Texas and its acquisitions had been
acquired on January 1, 1997) are shown below. The pro forma financial
information is prepared on the calendar year basis that will become
iExalt-Nevada's fiscal year end.
PRO FORMA PRO FORMA PRO FORMA
EIGHT MONTHS TWELVE MONTHS TWELVE MONTHS
AUGUST 31, 1999 DECEMBER 31, 1998 DECEMBER 31, 1997
--------------- --------------- ---------------
REVENUES ..................... $ 691,751 $ 1,128,972 $ 1,230,834
NET INCOME(LOSS) ............. ($ 344,935) ($ 21,391) $ 74,536
EARNINGS/(LOSS) PER SHARE .... ($ 0.017) ($ 0.001) $ 0.004
ProForma Weighted Average
Shares Outstanding.......... 20,904,166 19,936,493 18,904,166
iEXALT, INC.
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 1999
PRO FORMA AS PRO FORMA AS OF PRO FORMA AS OF
AUGUST 31, 1999 DECEMBER 31, 1998 DECEMBER 31, 1997
--------------- --------------- ---------------
ASSETS:
Current assets ....................... $ 490,291 $ 159,667 $ 203,691
Property & equipment, net ............ 87,174 6,310 7,384
Goodwill, net ........................ 185,686 122,693 125,921
Other assets ......................... 3,814 -- --
--------------- --------------- ---------------
TOTAL ASSETS ......................... $ 766,965 $ 288,670 $ 336,996
=============== =============== ===============
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities .................. $ 235,175 $ 212,047 $ 229,983
Long-term debt ....................... 500,000 13,478 32,477
Shareholders' equity ................. 31,790 63,145 74,536
--------------- --------------- ---------------
TOTAL LIABILITIES & EQUITY ........... $ 766,965 $ 288,670 $ 336,996
=============== =============== ===============
In Management's opinion, the pro forma combined results of operations may not
be indicative of the actual results that would have occurred had the
acquisition been consummated at the beginning of fiscal 1997 or of the future
operations of the combined companies.