UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM 10-QSB
(Mark one)
|X| QUARTERLY Report purSUANT TO Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended April 30, 2000
|_| Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ________________ to _________________
Commission file number 1-8460
UNIVERSAL MONEY CENTERS, INC.
(Exact name of small business issuer as specified in its charter)
Missouri 43-1242819
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
6800 Squibb Road, Mission, Kansas 66202
(Address of principal executive offices)
(913) 831-2055
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities and Exchange Act during the past 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes X No __
Number of shares outstanding of each of the issuer's classes of common
equity as of June 8, 2000: 39,293,069 shares of Common Stock, $.01 par value per
share.
Transitional Small Business Disclosure Format: Yes No X
---- -----
NOTE CONCERNING FORWARD-LOOKING STATEMENTS
Certain statements contained in this Quarterly Report on Form 10-QSB that
are not statements of historical fact may constitute forward-looking statements
within the meaning of Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). These statements involve risks and uncertainties
that may cause actual results to differ materially from those in such
statements. See Part I, Item 2 "Management's Discussion and Analysis or Plan of
Operation - Cautionary Statement Concerning Forward-Looking Statements" for
additional information and factors to be considered with respect to
forward-looking statements.
-2-
UNIVERSAL MONEY CENTERS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
April January 31,
30, 2000 2000
-------- -----------
(Unaudited)
CURRENT ASSETS
Cash $48,730 $118,991
Accounts receivable - trade, less allowance
for
doubtful accounts: $98,238 and $66,370 144,536 105,517
at April 30 and January 31, 2000,
respectively
Accounts receivable - affiliate 23,545 7,228
Note receivable - affiliate 200,000 650,300
Prepaid expenses and other 52,869 22,058
Interest receivable - affiliate 7,119 6,628
------- -------
Total Current Assets 476,799 910,722
------- -------
PROPERTY AND EQUIPMENT, At cost
Equipment 4,561,382 4,139,601
Leasehold improvements 117,803 117,803
Vehicles 11,434 21,156
--------- ---------
4,690,619 4,278,560
Less accumulated depreciation 2,149,028 1,977,738
--------- ---------
2,541,591 2,300,822
OTHER ASSETS
Deferred income taxes 375,000 375,000
Other 116,734 26,232
------- -------
491,734 401,232
$3,510,124 $3,612,776
-3-
See Notes to Condensed Consolidated Financial Statements
UNIVERSAL MONEY CENTERS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
April January 31
30, 2000 2000
-------- ----------
(Unaudited)
CURRENT LIABILITIES
Current maturities of long-term debt and
capital lease obligations $465,874 $472,943
Accounts payable 576,155 732,546
Accounts payable--affiliate 19,240 25,559
Accrued expenses 197,284 216,866
--------- ---------
Total Current Liabilities 1,258,553 1,447,914
--------- ---------
LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS 1,193,595 1,033,378
STOCKHOLDERS' EQUITY
Common stock; no par value; $.01
stated value; 40,000,000 shares 398,514 398,514
authorized; 39,851,380 issued
Additional paid-in capital 18,593,430 18,593,430
Retained earnings (deficit) (16,271,660 (16,198,152)
2,720,284 2,793,792
Less treasury stock, at cost; common;
558,311 shares (1,662,308) (1,662,308)
---------- ------------
1,057,976 1,131,484
$3,510,124 $3,612,776
See Notes to Condensed Consolidated Financial Statements
-4-
UNIVERSAL MONEY CENTERS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED APRIL 30, 2000 AND 1999
(UNAUDITED)
2000 1999
---------- -----------
NET REVENUES $1,928,358 $1,391,120
COST OF REVENUES 1,526,965 1,004,405
---------- -----------
GROSS PROFIT 401,393 386,715
OPERATING EXPENSES 446,887 357,047
---------- ----------
INCOME (LOSS) FROM OPERATIONS (45,494) 29,668
---------- ----------
OTHER INCOME (EXPENSE)
Interest income 10,714 13,244
Interest expense (38,728) (22,648)
Other 0 0
---------- ----------
(28,014) (9,404)
INCOME (LOSS) BEFORE INCOME TAXES (73,508) 20,264
--------- ----------
NET INCOME (LOSS) $ (73,508) $20,264
========= ==========
BASIC AND DILUTED EARNINGS (LOSS) PER SHARE $ (.002) $ .001
========= ===========
See Notes to Condensed Consolidated Financial Statements
-5-
UNIVERSAL MONEY CENTERS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED APRIL 30, 2000 AND 1999
(UNAUDITED)
2000 1999
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $(73,508) $20,264
Items not requiring (providing) cash:
Depreciation and amortization 191,868 123,246
Changes in:
Accounts receivable (55,827) (46,874)
Prepaid expenses and other (132,169) 8,017
Accounts payable and accrued expenses (182,292) 151,394
--------- --------
Net cash provided by (used in) (251,928) 256,047
--------- --------
operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
(Increase) decrease in note receivable - 450,300 (212,000)
affiliate
Purchase of property and equipment (280,031) (162,347)
--------- --------
Net cash provided by (used in) 170,269 (374,347)
--------- --------
investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments under long-term debt and
capital lease obligations (166,902) (78,587)
Proceeds from issuance of long-term debt 178,300
Net cash provided by (used in) 11,398 (78,587)
--------- --------
financing activities
DECREASE IN CASH (70,261) (196,887)
CASH, BEGINNING OF PERIOD 118,991 601,922
--------- --------
CASH, END OF PERIOD $48,730 $405,035
========= ========
See Notes to Condensed Consolidated Financial Statements (Unaudited)
-6-
UNIVERSAL MONEY CENTERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED APRIL 30, 2000 (UNAUDITED)
NOTE 1: NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
The Company is engaged primarily in providing network and switching
services for automated teller machines (ATMs). Fees are received from the
members of the Company's network as well as card users from other ATM networks
using the Company's network. The Company grants unsecured credit to its
customers. As of April 30, 2000 and 1999, the Company had approximately 527 and
418 ATMs in the network, respectively.
Operating Segments
The Company conducts business under one primary operating segment:
operating and servicing of automated teller machines (ATMs). Revenues are
generated principally from two types of fees which the Company charges for
processing transactions on ATMs located in 16 states with a concentration in
Missouri, Kansas and Texas. Such fees include interchange and surcharge fees.
The Company also generates revenues by providing ATM network management services
to bank and third parties owning ATMs in the Company's network.
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
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Property and Equipment
Property and equipment are depreciated over the estimated useful life of each
asset, primarily five to seven years. Annual depreciation is computed using the
straight-line method.
Principles of Consolidation
The consolidated financial statements include the accounts of Universal Money
Centers, Inc., and its wholly-owned subsidiary, Electronic Funds Transfer, Inc.
All significant intercompany accounts and transactions have been eliminated in
consolidation.
Income Taxes
Deferred income tax liabilities and assets are recognized for the tax effects
of differences between the financial statement and tax bases of assets and
liabilities. A valuation allowance is established to reduce deferred tax assets
if it is more likely than not that a deferred tax asset will not be realized.
-7-
UNIVERSAL MONEY CENTERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED APRIL 30, 2000 (UNAUDITED)
NOTE 2: BASIS OF PRESENTATION
In the opinion of management, the accompanying unaudited consolidated
financial statements contain all adjustments necessary to present fairly the
Company's consolidated financial position as of April 30, 2000, and the
consolidated results of its operations and cash flows for the periods ended
April 30, 2000 and 1999. The results of operations for the periods are not
necessarily indicative of the results to be expected for the full year. The
balance sheet as of January 31, 2000 has been derived from the audited balance
sheet of the Company as of that date.
Certain information and note disclosures normally included in the
Company's annual financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted. These condensed,
consolidated financial statements should be read in conjunction with the
consolidated financial statements and notes thereto included in the Company's
annual report on Form 10-KSB for fiscal year ended January 31, 2000.
NOTE 3: REVERSE STOCK SPLIT
At the Company's annual meeting on June 6, 2000, the shareholders approved
a 1:20 reverse stock split which will become effective in July 2000. The number
shares of common stock shown in the accompanying balance sheet (and in Note 4)
are stated without giving effect to the upcoming reverse stock split.
NOTE 4: EARNINGS PER SHARE
The details of the basic and diluted earnings per share calculations
(prior to the effect of the reverse stock split discussed in Note 3) for the
quarter ended April 30, 2000 and 1999 are as follows:
Quarter Ended April 30,
2000 (Unaudited)
-------------------------------------
Weighted
Net Average Shares Per Share
Income Outstanding Amount
Net income (loss) $(73,508)
---------
Basic and diluted earnings(loss)
per share:
Income (loss) available
to common $(73,508) 39,293,069 $ (.002)
========= ========== ========
Stockholders
-8-
NOTE 4: EARNINGS PER SHARE (Continued)
Quarter Ended April 30,
1999 (Unaudited)
-------------------------------------
Weighted
Net Average Shares Per Share
Income Outstanding Amount
Net income $20,264
Basic and diluted earnings per
share:
Income available to
common $20,264 39,293,069 $ .001
======= ========== ======
Stockholders
NOTE 5: ADDITIONAL CASH FLOW INFORMATION
Three Months Ended April 30,
(Unaudited)
-------------------------------
2000 1999
--------- ---------
Noncash Investing and Financing Activities
Capital lease obligations incurred
for equipment $141,750
Additional Cash Payment Information
Interest paid $37,075 $20,907
NOTE 6: FUTURE CHANGES IN ACCOUNTING PRINCIPLES
The Financial Accounting Standards Board ("FASB") has issued Statement of
Financial Accounting Standards No. 133, Accounting for Derivative Instruments
and Hedging Activities ("SFAS 133"). This statement, as amended by SFAS No. 137,
requires all derivatives to be recorded on the balance sheet at fair value and
establishes standard accounting methodologies for hedging activities. The
standard will result in the recognition of offsetting changes in value or cash
flows of both the hedge and the hedged item in earnings or comprehensive income
in the same period. The statement is effective for the Company's fiscal year
ending January 31, 2001. Because the Company generally does not hold derivative
instruments, the adoption of this statement is not expected to have a material
impact on the financial statements.
-9-
Item 2. Management's Discussion and Analysis or Plan of Operation Overview
Universal Money Centers, Inc. (the "Company") operates a network of
automated teller machines ("ATMs"). The ATMs provide holders of debit and credit
cards access to cash, account information and other services at convenient
locations and times. At April 30, 2000, the network consisted of approximately
394 ATMs owned by the Company and its affiliate, Universal Funding Corporation
("Funding"), 83 ATMs owned by banks and 50 ATMs owned by third party merchants.
ATMs in the Company's network are principally installed in convenience stores
and banks with locations concentrated in the Kansas City and St. Louis, Missouri
and El Paso, Texas metropolitan areas, and the state of Kansas. See
"--Comparison of Results of Operation for the Three Months Ended April 30, 2000
and April 30, 1999 - Cost of Revenue."
In addition to operating its network, the Company also provides ATM
network management services to banks and other third parties owning ATMs in the
Company's ATM network
The Company's revenues are principally derived from two types of fees,
which the Company charges for processing transactions on its ATM network. The
Company receives an interchange fee from the issuer of the credit or debit card
for processing a transaction when a cardholder uses an ATM in the Company's
network. In addition, in most cases the Company receives a surcharge fee from
the cardholder when the cardholder makes a cash withdrawal from an ATM in the
Company's network.
Interchange fees are processing fees that are paid by the issuer of the
credit or debit card used in a transaction. Interchange fees vary for cash
withdrawals, balance inquiries, account transfers or uncompleted transactions,
the primary types of transactions that are currently processed on ATMs in the
Company's network. The maximum amount of the interchange fees is established by
the national and regional card organizations and credit card issuers with which
the Company has a relationship. The Company (or its affiliate, Funding) receives
the full interchange fee for transactions on Company owned ATMs, but sometimes
rebates a portion of the fee to the owner of the ATM location under the
applicable lease for the ATM site. The Company also receives the full
interchange fee for transactions on ATMs owned by banks or third party vendors
included within the Company's network, but rebates a portion of each fee to the
bank or third party vendor based upon negotiations between the parties. The
interchange fees received by the Company vary from network to network and to
some extent from issuer to issuer, but generally range from $0.35 to $0.75 per
cash withdrawal. Interchange fees for balance inquiries, account transfers and
denied transactions are generally substantially less than fees for cash
withdrawals. The interchange fees received by the Company from the card issuer
are independent of the service fees charged by the card issuer to the cardholder
in connection with ATM transactions. Service fees charged by card issuers to
cardholders in connection with transactions through the Company's network range
from zero to as much as $2.50 per transaction. The Company does not receive any
portion of the service fees charged by the card issuer to the cardholder.
In most markets the Company imposes a surcharge fee for cash withdrawals.
The Company expanded its practice of imposing surcharge fees in April 1996 when
national debt and credit card organizations changed rules applicable to their
members to permit these fees. Subsequently, surcharge fees have been a
substantial additional source of revenue for the Company and other ATM network
operators. The surcharge fee for ATMs in the Company's network owned by or
located in banks ranges between $0.50 and $1.50 per withdrawal. The surcharge
fee for other ATMs in the Company's network ranges between $0.50 and $2.50 per
withdrawal. The Company receives the full surcharge fee for transactions on
Company owned ATMs, but sometimes rebates a portion of the fees to the owner of
the ATM location under the applicable lease for the ATM site. The Company also
receives the full surcharge fee for transactions on ATMs owned by banks and
third party vendors included within the Company's network, but rebates a portion
of each fee to the bank or third party vendor based upon a variety of factors,
including transaction volume and the party responsible for supplying vault cash
to the ATM.
The Company's profitability is substantially dependent upon the imposition
of surcharge fees. Any changes in laws or card association rules materially
limiting the Company's ability to impose surcharge fees would have a material
adverse effect on the Company.
-10-
In addition to revenues derived from interchange and surcharge fees, the
Company also derives revenues from providing network management services to
banks and third parties owning ATMs included in the Company's ATM network. These
services include 24 hour transaction processing, monitoring and notification of
ATM status and cash condition, notification of ATM service interruptions, in
some cases, dispatch of field service personnel for necessary service calls and
cash settlement and reporting services. The fees for these services are paid by
the owners of the ATMs.
Interchange fees are credited to the Company by networks and credit card
issuers on a periodic basis which is generally either daily or monthly depending
upon the party. Surcharge fees are charged to the cardholder and credited to the
Company by networks and credit card issuers on a daily basis. The Company
periodically rebates the portion of these fees owed to ATM owners and owners of
ATM locations. Fees for network management services are generally paid to the
Company on a monthly basis.
Comparison of Results of Operations for the Three Months Ended April 30, 2000
and April 30, 1999.
Revenues. The Company's total revenues increased to $1,928,358 for the
three months ended April 30, 2000 ("first quarter 2001") from $1,391,120 for the
three months ended April 30, 1999 ("first quarter 2000"). This increase is
primarily attributable to an increase in the number of ATMs in the Company's
network on which the Company imposed surcharge fees for cash withdrawals. The
number of such ATMs increased to 523 in first quarter 2001 from 400 in first
quarter 2000. Surcharge fees increased to $1,281,074 or 66.4% of total revenues
in first quarter 2000 from $976,624 or 70.2% of total revenues in first quarter
2000. The increase in total revenues is also partially due to an increase in the
number of ATMs in the Company's network from 418 in first quarter 2000 to 527 in
first quarter 2001. The increase in the number of ATMs resulted in an increase
in the number of transactions processed on ATMs in the Company's network.
Revenues derived from interchange fees increased to $469,356 in first quarter
2001 from $229,890 in first quarter 2000. Revenues received/expenses incurred
from Funding under a Management Agreement between the Company and Funding
decreased to $(13,254) in first quarter 2001 from $71,330 in first quarter 2000.
See "--Revenues from Funding" below. The Company's revenues from network
services provided to banks and third parties increased to $191,182 in first
quarter 2001 from $113,276 in first quarter 2000.
Revenues from/Payments to Funding. The Company has a relationship with its
affiliate, Universal Funding Corporation ("Funding"), under which Funding
provides vault cash for certain ATMs owned by the Company. At the request of
Funding, the Company leases all of these ATMs to Funding so that Funding may
protect its vault cash in the ATMs. At April 30, 2000 and 1999, Funding had
vault cash located in approximately 247 and 302 ATMs, respectively, owned by the
Company.
The Company derives management fees from Funding pursuant to a Management
Agreement between Funding and the Company. Under the Management Agreement,
Funding receives all interchange fees for transactions processed on ATMs owned
by the Company for which Funding provides vault cash. In exchange for "driving"
the ATMs leased to Funding and providing accounting, maintenance and
communication services, the Company receives a management fee equal to Funding's
"net income." Funding's "net income" is defined in the Management Agreement as
revenues from interchange fees, less armored security charges, interest expense
on funds borrowed to provide vault cash, ATM location expenses, debt service
related to the purchase of the ATMs, taxes or insurance on ATMs, and a monthly
payment to each of Funding's shareholders representing a return on their equity
investment in Funding. If Funding's "net income" is less than zero (a "net
loss"), the Company reimburses Funding for such amount.
The loss suffered by the Company from Funding under the Management
Agreement was $13,254 in first quarter 2001, equal to Funding's "net loss" under
the Management Agreement for the same period. Funding's "net loss" of $13,254
consisted of $259,418 in revenues from interchange fees earned by Funding, less
Funding's expenses in the amount of $266,534 and Funding's return on equity
payment to shareholders of Funding in the amount of $6,138. The revenues
received by the Company from Funding under the Management Agreement were $71,330
in first quarter 2000, equal to Funding's "net income"
-11-
under the Management Agreement for the same period. Funding's "net income"
of $71,330 consisted of $332,776 in revenues from interchange fees earned by
Funding, less Funding's expenses in the amount of $255,376 and Funding's return
on equity payment to shareholders of Funding in the amount of $6,070.
The revenues earned by Funding from interchange fees declined in first
quarter 2001 from first quarter 2000, as a result of the reduction in the number
of ATMs for which Funding provided vault cash. The increase in Funding's
expenses in first quarter 2001 from first quarter 2000 was caused principally by
higher armored security charges. For additional information, see the Company's
Annual Report on Form 10-KSB for the fiscal year ended January 31, 2000, Item 1,
"DESCRIPTION OF BUSINESS - Relationship with Universal Funding Corporation."
Cost of Revenues. The Company's cost of revenues increased to $1,526,965
in first quarter 2001 from $1,004,405 in first quarter 2000. The principal
components of cost of revenues are salaries, telecommunication services and
transaction processing charges, interchange and surcharge rebates, ATM site
rentals, maintenance and repairs, depreciation and amortization, and vault cash
rental costs. The increase in cost of revenues is principally due to an increase
in interchange and surcharge rebates paid to third party owners of ATMs included
in the Company's ATM network and to ATM site owners and higher vault cash rental
costs from third parties. Rebates increased to $610,503 in first quarter 2001
from $498,637 in first quarter 2000. Rebates generally increase approximately in
proportion to increases in total revenues from interchange and surcharge fees.
The increase in cost of revenues is also attributable to increased depreciation
associated with the larger number of ATMs owned by the Company and increased
telecommunications expenses and vault cash fees associated with the larger
number of ATMs in its network.
The increase in cost of revenues is also attributable to costs incurred in
first quarter 2001 in connection with the management and removal of certain ATMs
in Kmart stores. On October 31, 1999, the Company entered into a placement
arrangement with Kmart Corporation under which it agreed to place ATMs in 147
Kmart stores in Michigan, Minnesota, Illinois and Wisconsin. The Company leased
58 of the ATMs to be placed in the Kmart stores in Illinois. It also entered
into an arrangement with Advanced Financial Systems, L.L.C. of Detroit,
Michigan, under which Advanced Financial agreed to place 63 ATMs owned by it in
63 Kmart stores located in Michigan and Minnesota and the Company agreed to
provide ATM network management services for these ATMs. Advanced Financial has
not paid a substantial portion of the management fees owed under this
arrangement. The Company also entered into an arrangement with American
Technology Systems, Inc. under which American Technology agreed to place ATMs
owned by it in the remaining 26 Kmart stores in Wisconsin. Under the Company's
arrangement with Kmart Corporation, it had the right to terminate the placement
of ATMs in individual stores if the ATMs did not meet certain usage levels. In
the first quarter 2001, the Company terminated placement of 89 ATMs from the
Kmart stores in Michigan, Minnesota and Wisconsin as these ATMs did not meet the
necessary performance guidelines under the Company's agreement with Kmart.
Gross Margin. Gross profit as a percentage of revenues was 20.8% in first
quarter 2001 and 27.8% in first quarter 2000. The decrease in first quarter 2001
was caused by a number of factors, including increased interchange and surcharge
rebates, increased depreciation expense resulting from the purchase of new ATMs,
and increased personnel expense and telecommunications charges resulting from
growth in the ATM network.
Operating Expenses. The Company's total operating expenses increased to
$446,887 in first quarter 2001 from $357,047 in first quarter 2000. The
principal components of operating expenses are administrative salaries and
benefits, professional fees, occupancy costs, sales and marketing expenses and
administrative expenses. This increase is principally attributable to additional
administrative staff, salary increases, technology consulting expenses and bad
debt write-off. See "--Cost of Revenues."
Other Income (Expense). Through its subsidiary, Electronic Funds
Transfer, Inc. ("EFT), the Company extends short-term loans to Funding,
which uses the proceeds to provide vault cash for ATMs in the Company's
network which are funded by Funding. These loans generally have a term of
one
-12-
month and bear interest at 12% per annum. Interest income primarily
represents the interest paid by Funding to the Company on the outstanding
balance of these loans. In addition, interest income also represents interest
paid by vault cash providers on deposits made by the Company as required by such
vault cash providers. See "--Liquidity and Capital Resources." Interest income
decreased to $10,714 in first quarter 2001 from $13,244 in first quarter 2000 as
a result of lower average outstanding balances on loans from EFT to Funding.
Interest Expense. Interest expense increased to $38,728 in first quarter
2001 from $22,648 in first quarter 2000. This increase was attributable to
increased capital lease obligations and notes payable related to the acquisition
of additional ATMs.
Net Income or Loss before Taxes. The Company had a net loss before taxes
of $73,508 during the three months ended April 30, 2000 compared to net income
before taxes of $20,264 during the three months ended April 30, 1999 as a result
of the factors discussed above.
Income Taxes. The Company paid no income taxes for first quarter 2001 as a
result of the loss. The Company paid no income tax for first quarter 2000,
utilizing operating loss carryforwards to reduce taxable income to zero. In
addition, the Company has recorded a deferred tax credit of $375,000 at January
31, 2000 and April 30, 2000, which is primarily a result of operating loss
carryforwards which management believes are more likely than not to be realized
prior to their expiration between 2005 and 2012. Realization is dependent on
generating sufficient future taxable income to absorb the carryforwards. The
amount of the deferred tax credit considered realizable could be increased or
reduced in the near term if estimates of future taxable income during the
carryforward period change. As of April 30, 2000, the Company had approximately
$112,000 of tax credits available to offset future federal income taxes. These
credits expire between 2001 and 2002. The Company also has unused operating loss
carryforwards of approximately $1,900,000, which expire between 2005 and 2020.
Liquidity and Capital Resources
At April 30, 2000, the Company had a working capital deficit of $781,754,
compared to a working capital deficit of $537,192 at January 31, 2000. The ratio
of current assets to current liabilities decreased to .38 at April 30, 2000 from
.63 at January 31, 2000.
The Company has funded its operations and capital expenditures from cash
flow generated by operations, capital leases and borrowings from lenders.
Operating activities used net cash of $251,928 in first quarter 2001 and
provided net cash of $256,047 in first quarter 2000. Net cash used in operating
activities in first quarter 2001 consisted primarily of a net loss of $73,508, a
decrease in accounts payable of $182,292, an increase in accounts receivable of
$55,827 and an increase in prepaid expenses and other of $132,169, partially
offset by an increase in depreciation and amortization of $191,868. Net cash
provided by investing activities was $170,269 in first quarter 2001, compared to
net cash used in investing activities of $374,347 in first quarter 2000. The net
cash provided by investing activities resulted primarily from a decrease in
loans to Funding to provide vault cash. Net cash provided by financing
activities was $11,398 in first quarter 2001, compared to net cash used in
financing activities of $78,587 in first quarter 2000. This difference occurred
because the Company borrowed additional funds under loan agreements and capital
leases in first quarter 2001. The Company had cash and cash equivalents of
$48,730 at April 30, 2000, compared to cash and cash equivalents of $118,991 at
January 31, 2000.
Much of the Company's cash requirements relate to the need for vault cash
for ATMs owned by the Company. Funding currently provides vault cash for a
majority of these ATMs. At April 30, 2000 and 1999, Funding had vault cash of
approximately $2,600,000 and $2,900,000, respectively, located in approximately
247 and 302 ATMs, respectively, owned by the Company. Through its subsidiary,
EFT, the Company lends funds to Funding for vault cash to the extent that
Funding cannot obtain financing on reasonable terms from other sources and to
the extent that the Company has cash available to lend to Funding. The
outstanding balance of the loans made by EFT to Funding at April 30, 2000 was
$200,000 and at April 30, 1999 was $212,000. See "Comparison of Results of
Operations for the Three Months
-13-
Ended April 30, 2000 and April 30, 1999 - Revenues from Funding" and the
Company's Annual Report on Form 10-KSB for the fiscal year ended January 31,
2000, Item 1, "DESCRIPTION OF BUSINESS - Relationship with Universal Funding
Corporation." Certain of the ATMs owned by the Company are sponsored by banks.
Vault cash for these ATMs is supplied by the sponsoring bank. Vault cash for
ATMs in the Company's ATM network that are owned by banks and third party
vendors is provided by the ATM owner. Currently, the Company does not directly
provide vault cash to any ATMs in its network.
In addition, the Company also rents vault cash directly from vault cash
providers to use in ATMs owned by the Company in its network. In June 1999, the
Company entered into a vault cash arrangement with Tehama Bank under which it
could obtain up to $3,000,000 in vault cash. As of April 30, 2000, the Company
was renting approximately $2,000,000 under the Tehama Bank arrangement. The
Tehama Bank arrangement has a one-year term and may be terminated by Tehama Bank
at any time upon 60 days notice or upon breach by the Company or the occurrence
of certain other events. In October 1999, the Company entered into an
arrangement with Charter Bank allowing it to obtain up to $5,000,000 in vault
cash, of which approximately $1,000,000 was outstanding as of April 30, 2000.
The Charter Bank arrangement has a term of three years and may be terminated by
Charter Bank upon breach by the Company or upon the occurrence of certain other
events. In November 1999, the Company entered into a vault cash arrangement with
Humboldt Bank under which it could obtain up to $1,000,000 in vault cash. The
Company had not obtained funds under the arrangement with Humboldt Bank as of
April 30, 2000. The Humboldt Bank arrangement has a term of one year and may be
terminated by Humboldt Bank upon breach by the Company or upon the occurrence of
certain other events. Under each arrangement, the Company is required to pay a
monthly service fee on the outstanding amount equal to the prime rate of
interest, plus a specified percentage, and must pay monthly "bank" and insurance
fees. In addition, the Company is required to maintain certain amounts on
deposit with each of these vault cash providers to secure repayment of rented
vault cash.
Management believes that the anticipated cash flow from operations will
provide the capital resources necessary to meet the Company's current working
capital needs and existing capital expenditure obligations. In addition, the
Company currently intends to conduct an offering of shares of common stock to
shareholders in July or August 2000 in order to raise approximately $750,000 to
$1,500,000. There can be no assurance that any such offering will succeed in
raising such amount. The Company expects that its capital expenditures will
increase in the future to the extent that the Company is able to pursue its
strategy of expanding its network and increasing the number of installed ATMs.
Expansion requires funds and for purchase of lease of additional ATMs and for
use as vault cash in the ATMs. These increased expenditures are expected to be
funded from cash flow from operations, capital leases, any funds raised in the
proposed offering to shareholders and additional borrowings, to the extent
financing is available. There can be no assurance that the Company will be able
to obtain financing under a credit facility on terms that are acceptable to the
Company or at all. If any of the Company's existing financing arrangements are
terminated or if the Company seeks additional funding to expand its ATM network,
additional financing may not be available when needed or may not be available on
acceptable terms. In that event, the Company's ability to maintain and expand
its ATM network may be adversely affected. The loss of one or more sources of
vault cash funding could have a material adverse effect on the Company's
business, results of operations and financial condition.
Impact of Inflation and Changing Prices
While subject to inflation, the Company was not impacted by inflation
during the past two fiscal years in any material respect.
Cautionary Statement Concerning Forward-Looking Statements
Certain statements contained in this Quarterly Report on Form 10-QSB that
are not statements of historical fact may constitute "forward-looking
statements" within the meaning of Section 21E of the Exchange Act. These
statements are subject to risks and uncertainties, as described below.
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Examples of forward-looking statements include, but are not limited to:
(i) projections of revenues, income or loss, earnings or loss per share, capital
expenditures, the payment or non-payment of dividends, capital structure and
other financial items, (ii) statements of plans and objectives of the Company or
its management or Board of Directors, including plans or objectives relating to
the products or services of the Company, (iii) statements of future economic
performance, and (iv) statements of assumptions underlying the statements
described in (i), (ii) and (iii). Forward-looking statements can often be
identified by the use of forward-looking terminology, such as "believes,"
"expects," "may," "will," "should," "could," "intends," "plans," "estimates" or
"anticipates," variations thereof or similar expressions.
Forward-looking statements are not guarantees of future performance or
results. They involve risks, uncertainties and assumptions. The Company's future
results of operations, financial condition and business operations may differ
materially from those expressed in these forward-looking statements. Investors
are cautioned not to put undue reliance on any forward-looking statement.
There are a number of factors that could cause actual results to differ
materially from those discussed in the forward-looking statements, including
those factors described below. Other factors not identified herein could also
have such an effect. Among the factors that could cause actual results to differ
materially from those discussed in the forward-looking statements are the
following:
o Changes in laws or card association rules affecting the Company's
ability to impose surcharge fees, and continued customer willingness
to pay surcharge fees;
o The ability of the Company to form new strategic relationships and
maintain existing relationships with issuers of credit cards and
national and regional card organizations;
o The ability of the Company to expand its ATM base and transaction
processing business;
o The availability of financing at reasonable rates for vault cash and
for other corporate purposes, including funding the Company's
expansion plans;
o The ability of the Company to maintain its existing relationships with
two operators of combination convenience stores and gas stations at
which the Company maintains 48 and 39 ATMs as of April 30, 2000;
o The ability of the Company to keep its ATMs at other existing
locations at reasonable rental rates and to place additional ATMs in
preferred locations at reasonable rental rates;
o The extent and nature of competition from financial institutions,
credit card processors and third party operators, many of whom have
substantially greater resources than the Company;
o The ability of the Company to maintain its ATMs and information
systems technology without significant system failures or breakdowns;
o The extent of vault cash losses from certain ATMs funded by Universal
Funding Corporation for which the Company does not maintain insurance;
o The ability of the Company to develop new products and enhance
existing products to be offered through ATMs, and the ability of the
Company to successfully market these products;
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o The ability of the Company to identify suitable acquisition
candidates, to finance and complete acquisitions and to successfully
integrate acquired assets and businesses into existing operations;
o The ability of the Company to make a profit on the 71 ATMs located in
Kmart stores;
o The ability of the Company to retain senior management and other key
personnel; and
o Changes in general economic conditions.
Any forward-looking statement contained herein is made as of the date of
this document. The Company does not undertake to publicly update or correct any
of these forward-looking statements in the future.
PART II - OTHER INFORMATION
Item - 6 Exhibits and Reports on Form 8-K.
(a) Exhibits
The exhibits required by this item are listed in the Index to
Exhibits set forth at the end of this Form 10-QSB.
(b) Reports on Form 8-K
The Company did not file any reports on Form 8-K during the quarter
ended April 30, 2000.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
UNIVERSAL MONEY CENTERS, INC.
(Registrant)
Date: June 19, 2000 By: /s/ David S. Bonsal
--------------------------------
David S. Bonsal
Chairman of the Board
and Chief Executive Officer
Date: June 19, 2000 By: /s/ John L. Settles
--------------------------------
John L. Settles
President
(Principal Financial and Accounting
Officer)
INDEX TO EXHIBITS
-----------------
Exhibit
Number Description
- ------- -----------
3.1* Articles of Incorporation of the Company, as amended
3.2* Amended and Restated Bylaws of the Company
4.1* Promissory Note dated June 3, 1996 issued by the Company to Bank
21 (formerly The Farmers Bank)
4.2* Business Loan Agreement dated June 3, 1996 between
the Company and Bank 21 (formerly The Farmers State
Bank)
4.3* Promissory Note dated August 26, 1996 issued by the Company to
Bank 21 (formerly The Farmers State Bank)
4.4* Business Loan Agreement dated August 26, 1996 between
the Company and Bank 21 (formerly The Farmers State
Bank)
4.5* Commercial Security Agreement dated August 26, 1996
between the Company and Bank 21 (formerly The Farmers
State Bank)
4.6** Promissory Note dated April 9, 1998 issued by the Company to
Bank 21 (formerly The Farmers Bank)
4.7** Negative Pledge Agreement dated April 9, 1998 between
the Company and Bank 21 (formerly The Farmers State
Bank)
4.8** Commercial Security Agreement dated April 9, 1998
between the Company and Bank 21 (formerly The Farmers
State Bank)
4.9 Promissory Note dated February 1, 2000 issued by the
Company to First National Bank of Kansas.
10.1* Agreement dated August 15, 1989 among the Company, Funding,
David S. Bonsal, John L. Settles and William Smithson
10.2* Addendum dated August 29, 1989 among the Company, Funding,
David S. Bonsal, John L. Settles and William Smithson
10.3* Letter Agreement dated June 12, 1997 between the Company and
Funding
10.4* Master Equipment Lease Agreement dated October 18, 1996
between the Company and Newcourt Communications Finance
Corporation (formerly AT&T Credit Corporation)
10.3 Master Equipment Lease Agreement Schedule dated December 30,
1996, between the Company and Newcourt Communications Finance
Corporation (formerly AT&T Credit Corporation)
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10.4 Master Equipment Lease Agreement Schedule dated October 30,1996,
between the Company and Newcourt Communications Finance
Corporation (formerly AT&T Credit Corporation)
10.5 Master Equipment Lease Agreement Schedule dated February 28,
1997, between the Company and Newcourt Communications Finance
Corporation (formerly AT&T Credit Corporation)
10.8 Master Lease Agreement dated February 28, 1998 between the
Company and Diebold Credit Corporation (Incorporated by
reference from Exhibit 10.8 to the registrant's Quarterly Report
on Form 10-QSB for the quarter ended April 30, 1998).
10.9 Lease Schedule dated April 20, 1998 between the Company and
Diebold Credit Corporation (Incorporated by reference from
Exhibit 10.9 to the registrant's Quarterly Report on Form 10-QSB
for the quarter ended April 30, 1998).
10.10 Assignment and Delegation dated September 25, 1998 among the
Company, as assignor, Diebold Incorporated, as seller, and
Diebold Credit Corporation, as assignee (Incorporated by
reference from Exhibit 10.10 to the registrant's Quarterly
Report on Form 10-QSB for the quarter ended October 31,
1998).
10.11 Master Lease Agreement dated November 20, 1998 between the
Company and Dana Commercial Credit Corporation (Incorporated
by reference from Exhibit 10.11 to the registrant's Annual
Report on Form 10-KSB for the fiscal year ended January 31,
1999).
10.12 Master Lease Agreement dated January 18, 1999 between the
Company and Dana Commercial Credit Corporation (Incorporated
by reference from Exhibit 10.12 to the registrant's Annual
Report on Form 10-KSB for the fiscal year ended January 31,
1999).
10.13 Lease Schedule No. 2 dated May 11, 1999 to the Master Lease
Agreement dated January 18, 1999 between the Company and Dana
Commercial Credit Corporation (Incorporated by reference from
Exhibit 10.1 to the registrant's Quarterly Report on Form 10-QSB
for the quarter ended July 31, 1999).
10.14 Lease Schedule No. 3 dated June 2, 1999 to the Master Lease
Agreement dated January 18, 1999 between the Company and Dana
Commercial Credit Corporation (Incorporated by reference from
Exhibit 10.2 to the registrant's Quarterly Report on Form 10-QSB
for the quarter ended July 31, 1999).
10.15 Lease Schedule No. 4, dated October 1, 1999 and accepted October
31, 1999, to the Master Lease Agreement dated January 18, 1999
between the Company and Dana Commercial Credit Corporation
(incorporated by reference from Exhibit 10.2 to the registrant's
Current Report on Form 8-K dated October 31, 1999).
10.16 Agreement for Assignment of ATM Space Leases dated January 14,
2000 between the Company and Nationwide Money Services, Inc.
10.17 ATM Sublease January14, 2000 among Nationwide Money Service,
Inc., the Company and Dana Commercial Credit Corporation.
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10.18 Lease Schedule No. 5 dated March 30, 2000 to Master Lease
Agreement dated January 18, 1999 between the Company and
Dana Commercial Credit Corporation
21* Subsidiaries of the Registrant
27 Financial Data Schedule
* Incorporated by reference from the exhibit to the registrant's Annual Report
on Form 10-KSB for the fiscal year ended January 31, 1998 which bears the same
exhibit number.
** Incorporated by reference from the exhibit to the registrant's Quarterly
Report on Form 10-QSB for the quarter ended April 30, 1998 which bears the same
exhibit number.
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