SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 20549
FORM 8-K/A
AMENDMENT #2
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: June 5, 2002
(Date of earliest event reported)
INTREPID TECHNOLOGY & RESOURCES, INC.
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(Exact Name of Registrant as Specified in its Charter)
Idaho 000-30065 82-0230842
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(State of Incorporation) (Commission File No.) (I.R.S. Employer
Identification #)
501 Broadway Suite 200 Idaho Falls, Idaho 83402
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(Address and Zip Code of the Principal Executive Offices)
Registrant's telephone number including area code: (208) 529-5337
FKA: IRON MASK MINING COMPANY, INC.
656 Cedera Street, Ponderay, Idaho 83852.
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(Former Name and Address)
(208) 529-5337
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(Registrants telephone number, including area code)
Indicate by a check mark whether Registrant (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.
YES [X] NO [ ]
EXPLANATION OF AMENDMENT #2
The Registrant, Intrepid Technology & Resources, Inc., (the "Company"), received
a letter from the Securities and Exchange Commission dated April 14, 2003. The
Commission made comments and requested financial statements are included for the
acquired company. This amendment 2 makes these necessary changes.
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EXPLANATION OF AMENDMENT #1
The Registrant, Intrepid Technology and Resources, Inc. ("The Company"), filed
an initial report on Form 8-K on April 8, 2002 with the Securities and Exchange
Commission. This report amends Item 2 and Item 7., Financial Statements and
Exhibits, to include the historical, pro forma, and other required financial
statements for the merger of Intrepid Engineering Services Inc. and Western
Technology Management Inc. within 75 days of March 25, 2002 the date the initial
report on Form 8-K was required to be filed.
Item 7. Financial Statements, Pro-Forma Information and Exhibits
(a) Pro Forma Combined Financial Statements
Pro Forma Combined Balance Sheet December 31, 2001
Pro Forma Combined Statement of Operations at December 31, 2001
Notes to Pro Forma Combined Financial Statement
(b) Financial Statements for Intrepid Engineering Services, Inc.
Report of Independent Auditors
Balance Sheet as of December 31, 2001 Statement of Operations for
December 31, 2001 Statement of Shareholders' Equity for Year Ended
December 31, 2001 Statement of Cash Flows for Year Ended December 31,
2001 Notes to Financial Statements
These financial statements do not purport to be indicative of the combined
results of operations of Iron Mask Mining Company (Iron Mask) and Intrepid
Engineering Services, Inc. (Intrepid), that might have occurred had the Intrepid
acquisition been completed on such dates, nor are they indicative of future
results of operations. Other adjustments may be recorded based upon information
to be received in the future and may have a significant impact on total assets,
total liabilities, cost of operations, depreciation and amortization, and other
expense accounts.
These pro forma adjustments do not reflect possible costs related to regulatory
compliance matters, integration or certain abandonment of assets, all of which
could result in additional future charges. Any purchase accounting adjustments,
or related costs and possible charges arising from the purchase of Intrepid may
materially impact the Company's future combined financial position and combined
financial results of operations. These pro forma financial statements do not
give effect to possible future sales of assets or certain of the operations or
to any cost savings or other benefits of the business combination, which may
result from the integration of Iron Mask and Intrepid.
The unaudited pro forma combined financial statements should be read in
conjunction with the notes to the unaudited pro forma combined financial
statements, the historical consolidated financial statements of Iron Mask and
related notes as previously filed with the Securities and Exchange Commission
and incorporated herein.
INDEPENDENT AUDITORS' REPORT
To the Shareholders' and Board of Directors
Intrepid Engineering Services, Inc.
We have audited the accompanying balance sheet of Intrepid Engineering Services,
Inc. as of December 31, 2001, and the related statements of operations,
shareholders' equity and cash flows for the year ended December 31, 2001. 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
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the consolidated
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 Intrepid Engineering Services,
Inc. as of December 31, 2001, and the results of their operations and their cash
flows for the year ended December 31, 2001 in conformity with generally accepted
accounting principles in the United States of America.
Balukoff, Lindstrom & Co., P.A.
Boise, Idaho
May 31, 2002
INTREPID ENGINEERING & SERVICES, INC.
BALANCE SHEET
($ IN WHOLE DOLLARS EXCEPT PER SHARE AMOUNTS)
<Table>
<Caption>
DECEMBER 31,
2001
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ASSETS
Current Assets:
Cash $ 51,115
Receivables, net of allowance for doubtful
accounts of $0 305,439
Milestone accounts receivables 100,000
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Total current assets 456,554
Property & Equipment 51,298
Accumulated Depreciation (16,817)
Goodwill - FloRite 15,895
Total Assets $ 506,930
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 78,202
Accrued wages 50,417
Payroll taxes
Notes payable to shareholders 56,434
Line of credit 199,779
Loans payable short-term 48,824
Deferred compensation 100,000
Accrued vacation 45,311
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Total current liabilities 612,451
Long term loans payable 17,197
Commitments and contingencies
Shareholders' equity:
Common stock, $.00 par value, authorized, 1,000,000
620,000 shares issued and outstanding 9,070
Accumulated deficit (131,788)
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Total shareholders' equity (122,718)
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Total Liabilities and Shareholders' Equity $ 506,930
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</Table>
The accompanying notes are an integral part of these financial statements.
INTREPID ENGINEERING & SERVICES, INC.
STATEMENT OF OPERATIONS
($ IN WHOLE DOLLARS EXCEPT PER SHARE AMOUNTS)
<Table>
<Caption>
DECEMBER 31,
2001
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Revenue $ 1,874,572
Expense
Salary 1,091,756
Subcontracts 406,037
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Operating expense 294,323
Depreciation 9,500
Interest 21,051
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Total Expense 1,822,667
Net income before income taxes 51,905
Provision for income taxes (benefit) --
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Net income $ 51,905
============
</Table>
The accompanying notes are an integral part of these financial statements
INTREPID ENGINEERING & SERVICES, INC.
STATEMENT OF SHAREHOLDERS' EQUITY
FOR THE YEAR ENDED DECEMBER 31, 2001
($ IN WHOLE DOLLARS EXCEPT PER SHARE AMOUNTS)
<Table>
<Caption>
RETAINED
COMMON EARNINGS
STOCK (DEFICIT)
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Beginning balance, December 31, 2000
on 620,000 common shares $ 9,070 $ (183,693)
Net income -- 51,905
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Ending balance, December 31, 2001
On 620,000 common shares $ 9,070 $ (131,788)
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</Table>
The accompanying notes are an integral part of these financial statements
INTREPID ENGINEERING & SERVICES, INC.
STATEMENT OF CASH FLOWS
($ IN WHOLE DOLLARS EXCEPT PER SHARE AMOUNTS)
<Table>
<Caption>
DECEMBER 31,
2001
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Cash Flow From Operating Activities
Net income $ 51,905
Adjustments to reconcile net income to net cash
Provided by operating activities
Depreciation expense 9,500
Changes in operating assets and liabilities
(Increase) Decrease in accounts receivable (274,927)
Increase (Decrease) in accounts payable 16,248
Increase (Decrease) in deferred compensation 100,000
Increase (Decrease) in wages and payroll taxes 86,533
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Net Cash Used by Operating Activities $ (10,741)
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Cash Flow From Investing Activities
Purchase of property and equipment (35,927)
Purchase of FloRite goodwill (15,895)
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Net Cash Used by Operating Activities $ (51,822)
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Cash Flow From Financing Activities
Loan proceeds shareholders 41,980
Loan proceeds banks 50,037
Loan repayments to others (81,979)
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Net Cash Provided by Financing Activities $ 10,038
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Net Decrease in Cash (52,525)
Cash at Start of Period 71,213
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Cash at End of Period $ 51,115
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Supplemental disclosure for cash flow information
Interest paid $ 21,051
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</Table>
The accompanying notes are an integral part of these financial statements
INTREPID ENGINEERING SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001
Note 1. Summary of Significant Accounting Policies.
Company Operations
The Company's primary operating activities include mechanical, environmental,
civil, electrical and hydro engineering services and project management. The
company provides engineering services and project management to the Department
of Energy, the Idaho National Engineering and Environmental laboratory and
private companies.
Cash equivalents. Cash equivalents are highly liquid investments with maturities
of three months or less when acquired.
Revenue Recognition. Revenues are recognized as services are performed.
Property and Equipment. Property and equipment are recorded at cost and
depreciated on straight-line method over estimated useful lives. Replacements
and major repairs of property and equipment are capitalized and retirements are
made when the useful life has been exhausted. Minor components and parts are
charged to expense as incurred.
Goodwill. The Company purchased Flor-Rite a Heating ventilation air conditioning
(HVAC)company. Part of the acquisition price was allocated to goodwill. Under
Statements of Financial Accouting Standards (SFAS 142) "Goodwill and Other
Intangible Assets," the Company is not required to amortize goodwill. The
Company will evaluate the fair value of the goodwill annually and will adjust
accordingly.
Use of 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
the disclosure of contingent assets and liabilities at the date of the financial
statements as well as the reported amounts of revenue and expenses during the
reporting period. Actual results could differ from these estimates.
Credit Risk Concentration. Concentrations of credit risk with respect to
accounts receivable are believed to be limited due to the number,
diversification and character of the obligors and the Company's credit
evaluation process. Typically, the Company has not required collateral for such
obligations.
Income Taxes
Income taxes are provided for the tax effects of transactions reported in the
financial statements and consist of taxes currently due. The Company has a net
operating loss carryforward from prior year operations which offset the current
year operations resulting in no income tax expense for the current year. The
remaining net operating loss was not recorded as a deferred tax asset since the
amount is considered immaterial.
New Accounting Pronouncements.
The Financial Accounting Standards Board has recently issued Statement of
Financial Accounting Standards 143"Accounting for Asset Retirement Obligations"
144 "Accounting for the Impairment or Disposal of Long-Lived
Assets" and 145 "Rescission of FASB Statements No. 4, 44, and 64, Amendment of
FASB Statement No. 13, and Technical Corrections". Management believes the
adoption of these statements will have no material impact on the Company's
financial statements.
Note 2 - LONG-TERM OBLIGATIONS
A summary of long-term obligations at December 31, 2001 is as follows:
<Table>
Note payable to owners of Flo Rite, Inc. in monthly installments of $1,081,
including interest at 9 %, due May 31, 2004. The note is unsecured.
$28,085
Less short term 10,888
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$17,197
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Maturities on this obligations at December 31 are as follows:
2002 $10,888
2003 11,910
2004 5,287
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$28,085
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</Table>
NOTE 3 - REVOLVING LINE OF CREDIT
The Company has available for borrowing a line of credit of $200,000 as of
December 31, 2001 and of which $199,776 was outstanding at December 31, 2001.
The line of credit bears interest at the prime rate plus 2%, and expires April
15, 2002. The credit is secured by all business assets and personally guaranteed
by the principals of the company.
NOTE 4 - NOTES PAYABLE SHAREHOLDERS
The Company has several notes with shareholders of the Company. These notes are
demand notes with an interest rate of 10%.
NOTE 5 - SIGNIFICANT CUSTOMERS AND VENDORS
The Company recorded revenue from services provided to customers that exceeded
10 percent of total revenues as follows:
2001
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BWTX Bechtel Idaho, LLC $948,571
NOTE 6 - LEASE COST
The Company leases space in Idaho Falls, Idaho and Kenniwick, Washington. The
Idaho Falls lease is at a monthly rate of $4,972, the Kenniwick lease is at a
monthly rate of $1,000. The Idaho Falls lease term only runs through May 31,
2005, the Kenniwick lease is month to month.
Rent expense for Year Ended December 31, 2001 was: $71,664
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Rental expense for the lease terms are as follows:
2002 $59,664
2003 59,664
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2004 59,664
2005 24,860
$203,852
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NOTE 7 - ACQUISITION OF FLO RITE Inc.
On April 25, 2001 the Company purchased Flo Rite, Inc., a HVAC contractor, that
specializes in testing HVAC systems. The Company paid $34,000 cash for vehicles
and equipment. Of the $34,000 purchase price $15,895 was allocated to goodwill.
NOTE 8 - SUBSEQUENT EVENTS
On March 25, 2002, the Company and Western Technology and Management, Inc.
(Western) was acquired by Iron Mask Mining Company (Iron Mask) pursuant to a
Stock Agreement (the "Agreement"). The acquisition was accounted for under the
purchase method.
The Company was purchased for 3,993,577 shares for the outstanding shares of the
Company and 21,006,424 shares for the outstanding shares of Western.
Pursuant to the Agreement, Iron Mask acquired all of the authorized and issued
stock of the Company and Western, thereby obtaining ownership of all the Company
and Western assets and liabilities. The principal assets are cash, accounts
receivable, prepaid assets and deposits and goodwill. Iron Mask also assumed the
liabilities including accounts payable, notes payable and deferred compensation.
The purchase price of $6,327,000 for Intrepid and Western was allocated to the
following assets: $118,089 cash, $439,151 in accounts receivable and $0 of
prepaid assets for a subtotal of $557,240 of current assets. Other assets
consisted of gross property plant and equipment of $45,229,miscellaneous assets
of 52,795, $447,554 of goodwill and in process research and development
intangible asset of $5,948,788. These assets were offset by liabilities of
approximately 801,606.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
INTREPID TECHNOLOGY & RESOURCES, INC.
(Registrant)
Date: June 13, 2003 By: /s/ Dr. Dennis D. Keiser, Chief
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Executive Officer & President
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Date: June 13, 2003 By: /s/ Dr. Jacob D. Dustin, Vice
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President, Secretary, and Treasurer
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