UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM 10-QSB/A
(Mark one)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 2000
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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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. (1) Yes X
(2) No __
Number of shares outstanding of each of the issuer's classes of common equity as
of December 12, 2000: 4,057,378 shares of Common Stock, $.01 par value per
share.
Transitional Small Business Disclosure Format: Yes __ No X
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Page - 1
NOTE CONCERNING FORWARD-LOOKING STATEMENTS
The Company believes that 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.
Page - 2
PART I FINANCIAL INFORMATION
Item 1 - Financial Statements
UNIVERSAL MONEY CENTERS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
October 31, January 31,
2000 2000
(unaudited)
-------------- ------------
CURRENT ASSETS
Cash $ 115,619 $ 118,991
Accounts receivable - trade, less allowance
for doubtful
accounts: $98,238 and $66,370 at October 31
and January 31, 2000, respectively 138,044 105,517
Accounts receivable - affiliate 38,315 7,228
Notes receivable - affiliate 887,200 650,300
Prepaid expenses and other 70,678 22,058
Interest receivable - affiliate 9,042 6,628
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Total Current Assets 1,258,898 910,722
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PROPERTY AND EQUIPMENT, At cost
Equipment 4,759,567 4,139,601
Leasehold improvements 117,803 117,803
Vehicles 11,434 21,156
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4,888,804 4,278,560
Less accumulated depreciation 2,513,399 1,977,738
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Total Property and Equipment 2,375,405 2,300,822
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OTHER ASSETS
Deferred income taxes 375,000 375,000
Other 102,812 26,232
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Total Other Assets 477,812 401,232
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Total Assets $ 4,112,115 $ 3,612,776
============== ============
See Notes to Condensed Consolidated Financial Statements
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UNIVERSAL MONEY CENTERS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
October 31, January 31,
2000 2000
(unaudited)
-------------- ---------------
CURRENT LIABILITIES
Current maturities of long-term debt
and capital lease obligations $ 434,292 $ 472,943
Accounts payable 551,462 732,546
Accounts payable - affiliate 25,559
Accrued expenses 185,563 216,866
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Total Current Liabilities 1,171,317 1,447,914
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LONG-TERM DEBT AND CAPITAL LEASE
OBLIGATIONS
992,941 1,033,378
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STOCKHOLDERS' EQUITY
Common Stock; $.01 par value;
40,000,000 shares authorized;
issued October 31, 2000 -
4,057,378 shares and January 31,
2000 - 1,992,569 shares 40,574 19,926
Additional paid-in capital 19,742,294 18,972,018
Retained earnings (deficit) (16,172,703) (16,198,152)
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3,610,165 2,793,792
Less treasury stock, at cost; common
27,916 shares (1,662,308) (1,662,308)
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Total Stockholders' Equity 1,947,857 1,131,484
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Total Liabilities and
Stockholders'Equity $ 4,112,115 $ 3,612,776
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See Notes to Condensed Consolidated Financial Statements
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UNIVERSAL MONEY CENTERS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
NINE MONTHS ENDED OCTOBER 31, 2000 AND 1999
(UNAUDITED)
Three Months Ended Nine Months Ended October 31,
October 31,
2000 1999 2000 1999
---- ---- ---- ----
NET REVENUES $ 2,063,847 $ 1,571,145 $ 6,066,439 $ 4,526,794
COSTS OF REVENUES 1,605,078 1,206,883 4,690,572 3,319,493
--------- ---------- ---------- -----------
GROSS PROFIT 458,769 364,262 1,375,867 1,207,301
OPERATING EXPENSES 400,537 375,381 1,272,908 1,089,641
--------- ---------- ---------- -----------
- --------------
INCOME FROM OPERATIONS 58,232 (11,119) 102,359 117,660
--------- ---------- ---------- -----------
OTHER INCOME (EXPENSE)
Interest income 15,597 20,062 33,445 53,108
Interest expense (35,360) (23,639) (110,955) (71,610)
--------- ---------- ---------- -----------
(19,763) (3,577) (77,510) (18,502)
--------- ---------- ---------- -----------
INCOME (LOSS) BEFORE INCOME
TAXES 38,469 (14,696) 25,449 99,158
PROVISION FOR INCOME TAX
--------- ---------- ---------- -----------
NET INCOME (LOSS) $ 38,469 $ (14,696) $ 25,449 $ 99,158
========= ========== ========== ===========
BASIC AND DILUTED EARNINGS $ 0.014 $ (0.007) $ 0.011 $ 0.050
(LOSS) PER SHARE ========= ========== ========== ===========
WEIGHTED AVERAGE SHARES 2,803,057 1,964,653 2,249,993 1,964,653
OUTSTANDING ========= ========== ========== ===========
See Notes to Condensed Consolidated Financial Statements
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UNIVERSAL MONEY CENTERS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED OCTOBER 31, 2000 AND 1999
(UNAUDITED)
2000 1999
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CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 25,449 $ 99,158
Items not requiring cash:
Depreciation and amortization 587,827 379,278
Common stock issued as compensation 20,000
Changes in:
Accounts receivable (66,028) (35,375)
Prepaid expenses and other (159,036) (46,153)
Accounts payable and accrued expenses (237,946) 113,257
-------------- ------------
Net cash provided by operating 170,266 510,165
activities
CASH FLOWS FROM INVESTING ACTIVITIES
Increase (Decrease) in notes receivable
- affiliate (236,900) (650,300)
Purchase of property and equipment (463,363) (293,150)
-------------- ------------
Net cash used in investing (700,263) (943,450)
activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of long-term debt 178,300 92,634
Principal payments under long-term debt
and capital lease obligations (422,599) (261,271)
Proceeds from issuance of common stock 770,924
-------------- ------------
Net cash provided by (used in) 526,625 (168,637)
financing activities
DECREASE IN CASH (3,372) (601,922)
CASH, BEGINNING OF PERIOD 118,991 601,922
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CASH, END OF PERIOD $ 115,619 $ 0
============== ============
NONCASH INVESTING AND FINANCING ACTIVIES
Capital lease obligations incurred for
equipment $ 165,211 $ 0
============== ============
See Notes to Condensed Consolidated Financial Statements
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UNIVERSAL MONEY CENTERS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED JULY 31, 2000 (UNAUDITED)
NOTE 1: BASIS OF PRESENTATION
In the opinion of management, the accompanying unaudited condensed,
consolidated financial statements contain all adjustments necessary to present
fairly the Company's condensed, consolidated financial position as of October
31, 2000, and the condensed, consolidated results of its operations and cash
flows for the nine month periods ended October 31, 2000 and 1999. Those
adjustments consist of normal recurring adjustments. 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 the fiscal year ended January 31, 2000.
NOTE 2: REVERSE STOCK SPLIT; RIGHTS OFFERING
At the Company's annual meeting on June 6, 2000, the shareholders approved
a 1:20 reverse stock split which became effective on July 7, 2000. The number of
shares of common stock shown in the accompanying balance sheet are stated to
reflect the effect of the reverse stock split.
On September 25, 2000, the Company issued 2,014,809 shares of common stock
in connection with a rights offering and raised $770,924 of capital, after
payment of offering expenses of $35,000.
NOTE 3: 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.
NOTE 4: SIGNIFICANT ESTIMATES AND CONCENTRATIONS
Litigation
On June 5, 2000, a former officer and employee filed an action against the
Company in federal court for unpaid severance compensation and issuance of
common stock for past services rendered. In July 2000, the Company issued 50,000
shares of common stock and recorded compensation expense of $20,000 in response
to this claim. The employee voluntarily dismissed the action and refiled it in
state court in August 2000. Management and legal counsel believe that the
Company has reasonable defenses to this action. The amount of ultimate loss, if
any, could differ materially from these estimates. For more information
regarding this action see "--Part II; Item 1: Legal Proceedings."
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Item 1 - 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 October 31, 2000, the network consisted of approximately
395 ATMs owned by the Company, 88 ATMs owned by banks and 86 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.
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, Universal Funding
Corporation ("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 debit 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
Page - 8
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.
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 and Nine Months Ended
October 31, 2000 and October 31, 1999.
Revenues. The Company's total revenues increased to $2,063,847 for the
three months ended October 31, 2000 from $1,571,145 for the three months ended
October 31, 1999 and increased to $6,066,439 for the nine months ended October
31, 2000 from $4,526,794 for the nine months ended October 31, 1999. 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 567 at October 31, 2000 from
503 at October 31, 1999. Surcharge fees increased to $1,399,329 or 67.8% of
total revenues for the three months ended October 31, 2000 from $1,071,719 or
68.2% of total revenues for the three months ended October 31, 1999. Surcharge
fees also increased to $4,078,082 or 67.2% of total revenues for the nine months
ended October 31, 2000 from $3,159,359 or 69.8% of total revenues for the nine
months ended October 31, 1999. The increase in total revenues is also partially
due to an increase in the number of ATMs in the Company's network, from 508 at
October 31, 1999 to 569 at October 31, 2000. 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 $513,116
for the three months ended October 31, 2000 from $376,343 for the three months
ended October 31, 1999, and increased to $1,502,777 for the nine months ended
October 31, 2000 from $895,757 for the nine months ended October 31, 1999.
Revenues received from an affiliate of the Company, Universal Funding
Corporation ("Funding") under a Management Agreement between the Company and
Funding were $10,440 and $32,855 for the three months and nine months ended
October 31, 2000, respectively, compared to $(13,187) and $90,170 for the three
months and nine months ended October 31, 1999, respectively. See "--Revenues
from Funding" below. The Company's revenues from providing network management
services to banks and third parties increased to $140,962 for the three months
ended October 31, 2000 from $136,270 for the three months ended October 31, 1999
and increased to $452,725 for the nine months ended October 31, 2000 from
$381,508 for the nine months ended October 31, 1999.
Revenues from Funding. Under the Management Agreement, the Company has a
relationship with Funding under which Funding provides vault cash to 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
October 31, 2000 and 1999, Funding had vault cash located in approximately 266
and 246 ATMs, respectively, owned by the Company. Effective as of September 6,
2000, Funding is
Page - 9
owned one half by each of David S. Bonsal, the Chairman of the Board of
Directors and Chief Executive Officer of the Company, and John L. Settles,
President of 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 revenues received by the Company from Funding under the Management
Agreement were $10,440 and $32,855 for the three months and nine months ended
October 31, 2000, equal to Funding's "net income" under the Management Agreement
for the same period. Funding's "net income" of $10,440 for the three months
ended October 31, 2000 consisted of $277,948 in revenues from interchange fees
earned by Funding, less Funding's expenses in the amount of $261,233 and
Funding's return on equity payment to shareholders of Funding in the amount of
$6,275. Funding's "net income" of $32,855 for the nine months ended October 31,
2000 consisted of $812,033 in revenues from interchange fees earned by Funding,
less Funding's expenses in the amount of $760,490 and Funding's return on equity
payment to shareholders of Funding in the amount of $18,688. Pursuant to the
Management Agreement, Funding's expenses for purposes of computing its "net
income" did not include Funding's depreciation, amortization and bad debt
expenses, which were $0 and $977 for the respective periods. The revenues
received by the Company from Funding under the Management Agreement were
$(13,187) and $90,170 for the three months and nine months ended October 31,
1999, equal to Funding's "net income" under the Management Agreement for the
same period. Funding's "net loss" of $13,187 for the three months ended October
31, 1999 consisted of $246,635 in revenues from interchange fees earned by
Funding, less Funding's expenses in the amount of $253,548 and Funding's return
on equity payment to shareholders of Funding in the amount of $6,275. Funding's
"net income" of $90,170 for the nine months ended October 31, 1999 consisted of
$913,658 in revenues from interchange fees earned by Funding, less Funding's
expenses in the amount of $804,868 and Funding's return on equity payment to
shareholders of Funding in the amount of $18,620. Pursuant to the Management
Agreement, Funding's expenses for purposes of computing its "net income" did not
include Funding's depreciation, amortization and bad debt expenses, which were
$0 and $977 for the respective periods.
The revenues earned by Funding from interchange fees decline slightly for
the nine months ended October 31, 2000 from the same periods in 1999, as a
result of the reduction in the number of certain high-volume ATMs for which
Funding provided vault cash. This decrease was partially offset by an increase
in the overall number of ATMs for which Funding provided vault cash. However,
many of the new ATMs for which Funding provides vault cash are generally lower
volume ATMs. The overall decrease in Funding's expenses in the nine months ended
October 31, 2000 from the nine months ended October 31, 1999 was caused
principally by lower interest expense and lower armored security charges caused
by a reduction in the amount of vault cash needed for the ATMs funded by Funding
and the frequency of vault cash deliveries. 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 $1,605,078
and $4,690,572 for the three months and nine months ended October 31, 2000,
respectively, from $1,206,883 and $3,319,493 for the three months and nine
months ended October 31, 1999, respectively. The principal components of cost of
revenues are salaries, telecommunication services and transaction processing
charges, interchange
Page - 10
and surcharge rebates, ATM site rentals, maintenance and repairs, and
depreciation and amortization. This increase 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. Rebates generally increase
approximately in proportion to increases in total revenues from interchange and
surcharge fees. The increase is also attributable to increased depreciation
associated with the larger number of ATMs owned by the Company, and increased
telecommunications expenses associated with the larger number of ATMs in the
Company's network.
Gross Margin. Gross profit as a percentage of revenues for the three
months and nine months ended October 31, 2000 was 22.2% and 22.7%, respectively,
and for the three months and nine months ended October 31, 1999 was 23.2% and
26.7%, respectively. The decrease for the three months and nine months ended
October 31, 2000 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 were $400,537
and $1,272,908 for the three months and nine months ended October 31, 2000,
respectively, compared to $375,381 and $1,089,641 for the three months and nine
months ended October 31, 1999, respectively. The principal components of
operating expenses are administrative salaries and benefits, occupancy costs,
sales and marketing expenses and administrative expenses. This increase is
principally attributable to increased consulting fees and additional hiring
expenses, as well as additional administrative staff, increase in rental
expense, additional technology consulting expenses and additional bad debt
write-off.
Interest Expense. Interest expense increased to $35,360 and $110,955 for
the three months and nine months ended October 31, 2000, respectively, from
$23,639 and $71,610 for the three months and nine months ended October 31, 1999,
respectively. This increase was attributable to increased capital lease
obligations and notes payable related to the acquisition of additional ATMs.
Interest Income. The Company extends short-term loans to Funding, which
uses the proceeds as vault cash in the ATMs owned by Funding. These loans
generally have a term of one 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 $15,597 and $33,445 for the three months and nine
months ended October 31, 2000, respectively, from $20,062 and $53,108 for the
three months and nine months ended October 31, 1999, respectively, as a result
of lower average outstanding balances on Funding's obligations to the Company.
Net Income or Loss Before Taxes. The Company had net income of $38,469 or
$.014 per share, for the three months ended October 31, 2000, compared to a net
loss of $14,696 or $.007 per share, for the three months ended October 31, 1999.
The Company had net income of $25,449 or $.011 per share, for the nine months
ended October 31, 2000, compared to net income of $99,158 or $0.050 per share,
for the nine months ended October 31, 1999. The net income for the nine months
ended October 31, 2000 occurred principally as a result of increased revenues
as described above. All per share calculations were made taking into account
the 1:20 reverse stock split which became effective on July 7, 2000.
Income Taxes. The Company paid no income taxes for the three months and
nine months ended October 31, 2000 and the nine months ended October 31, 1999,
utilizing operating loss carryforwards to reduce taxable income to zero. The
Company paid no income tax for the three months ended October 31, 1999, as a
result of the loss. In addition, the Company has recordeda deferred tax credit
of $375,000 at January 31, 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
Page - 11
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
October 31, 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 October 31, 2000, the Company had working capital of $87,581, compared
to a working capital deficit of $537,192 at January 31, 2000. The ratio of
current assets to current liabilities improved to 1.07 at October 31, 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. Net
cash provided by operating activities was $170,266 for the nine months ended
October 31, 2000 and $510,165 for the nine months ended October 31, 1999. Net
cash provided by operating activities in the nine months ended October 31, 2000
consisted primarily of net income of $25,449, depreciation of $587,827 and
non-cash compensation of $20,000 offset by a decrease in accounts payable and
accrued expenses of $237,946, an increase in accounts receivable of $66,028,
and an increase in prepaid expenses of $159,036.
Net cash used in investing activities was $700,263 for the nine months
ended October 31, 2000 and $943,450 in the nine months ended October 31, 1999.
The net cash used in investing activities resulted primarily from purchases of
plant and equipment (principally ATMs) of $463,363 and an increase in notes
receivable of $236,900 for the nine months ended October 31, 2000. Net cash
provided by financing activities was $526,625 for the nine months ended October
31, 2000, compared to net cash used in financing activities of $168,637 for the
nine months ended October 31, 1999. The increase in net cash provided from
financing activities resulted primarily from completion of the rights offering
to shareholders and an increase in long term debt, partially offset by a
reduction in capital lease obligations. The Company had $115,619 in cash and
cash equivalents at October 31, 2000, compared to cash and cash equivalents of
$118,791 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 October 31, 2000 and 1999, Funding had vault cash of
approximately $2.6 million and $3.4 million, respectively, located in
approximately 266 and 246 ATMs, respectively, owned by the Company. Through its
subsidiary Electronic Funds Transfer, Inc. ("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 October 31, 2000 was $887,200 and at October 31, 1999 was
$650,300. See Comparison of Results of Operations for the Three Months and Nine
Months Ended October 31, 2000 and October 31, 1999 "- Revenues from Funding" and
the Company's Annual Report on Form 10-KSB for the fiscal year ended January 31,
1999, 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 August 2000,
the Company entered into a vault cash arrangement with Wilmington Savings Fund
Society, FSB under which it could obtain up to $3,000,000 in vault cash. As of
October 31, 2000, the Company is renting $550,000 in vault cash under the
Wilmington Savings arrangement. The Wilmington Savings arrangement has a
one-year term and shall automatically renew unless written notice to terminate
is provided by either party at least 60 days prior to
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the anniversary date. TheWilmington Savings arrangement may be terminated upon
breach by the Company or the occurrence of certain other events. 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 October 31, 2000, the
Company was renting approximately $2,400,000 under the Tehama Bank arrangement.
The Tehama Bank arrangement has a one-year term, which automatically renewed in
June 2000, 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 $1,100,000
was outstanding as of October 31, 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. As of October 31, 2000, the Company is
renting $370,000 in vault cash under the arrangement with Humboldt Bank. The
Humboldt Bank arrangement has a term of one year, which automatically renewed in
November 2000, 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. The Company recently
completed an offering of shares of common stock to shareholders under which it
raised approximately $800,000. 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 for purchase or 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 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
The Company believes that 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.
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
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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 43 and 50 ATMs, respectively, as of October
31, 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 Funding,
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;
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 retain senior management and other key
personnel;
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.
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PART II OTHER INFORMATION
Item 1 - Legal Proceedings.
On June 5, 2000, Dave Windhorst, who resigned as President of the Company
in May 1999, brought an action against the Company and its individual directors
in the United States District Court for the District of Kansas ("US District
Court Action"). Mr. Windhorst alleged that the defendants promised that Mr.
Windhorst would receive 100,000 post-reverse stock split shares (the equivalent
of 2,000,000 pre-reverse stock split shares) of the Company's common stock as
part of his wages and compensation as an employee. Mr. Windhorst sought judgment
against the defendants for an amount equal to the highest value of 100,000
post-reverse stock split shares (the equivalent of 2,000,000 pre-reverse stock
split shares) of the Company's common stock from June 11, 1999 up to and
including the day of trial, plus prejudgment interest, penalties, costs and
other awards deemed reasonable in the circumstances. The penalties sought
include an amount equal to up to 100% of the compensation alleged to be unpaid
pursuant to a Kansas statute, K.S.A. 44-315. On June 19, 2000, the Board of
Directors of the Company approved the issuance to Mr. Windhorst of 50,000 shares
of the Company's common stock (the equivalent of 1,000,000 shares prior to the
reverse stock split), subject to completion of the reverse stock split and
compliance with tax withholding and securities law requirements, for no
additional consideration. In July 2000, the Company issued 50,000 shares of
common stock to Mr. Windhorst and recorded compensation expense of $20,000 in
response to this claim. In August of this year, Mr. Windhorst voluntarily
dismissed this lawsuit and on August 29, 2000 re-filed in the District Court of
Johnson County, Kansas. In September, 2000, the defendants filed answers denying
Mr. Windhorst's allegations. The action filed on August 29, 2000 makes the same
allegations made in the US District Court Action. Mr. Windhorst's claim is based
upon resolutions adopted by the Board of Directors in 1998 approving the
issuance of certain shares, subject to the conditions that the issuance receive
professional legal approval and that the number of authorized shares of common
stock be increased. The proposed issuance did not receive professional legal
approval. The number of authorized shares of common stock have not been
increased, although additional shares became available for issuance as a result
of the reduction in the number of outstanding shares in the 1:20 reverse stock
split that became effective on July 7, 2000. The Company believes that its has
meritorious defenses to the claims in Mr. Windhorst's lawsuit. The amount of the
ultimate loss, if any, could differ materially from these estimates. See also
Note 4 to the Condensed Consolidated Financial Statements, (Unaudited), included
with this Quarterly Report on Form 10-QSB.
Item 2 - 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
October 31, 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: December 15, 2000 By: /s/ David S. Bonsal
------------------------------------
David S. Bonsal
Chairman of the Board
and Chief Executive Officer
Date: December 15, 2000 By: /s/ John L. Settles
------------------------------------
John L. Settles
President
(Principal Financial and Accounting
Officer)
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INDEX TO EXHIBITS
Exhibit
Number Description
3.1* Amendment to Articles of Incorporation of the Company
3.2** Amended and Restated Bylaws of the Company
3.3* Articles of Incorporation of the Company, as amended
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)
10.1 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).
10.2 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).
10.3 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).
10.4 Master Lease Agreement dated November 20, 1998 between the Company
and Dana Commercial Credit (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).
10.5 Master Lease Agreement dated January 18, 1999 between the Company
and Dana Commercial Credit (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).
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10.6 Lease Schedule No. 2 dated May 11, 1999 to the Master Lease
Agreement dated January 18, 1999 between the Company and Dana
Commercial Credit (Incorporated by reference from Exhibit 10.1 to
the registrant's Quarterly Report on Form 10-QSB for the quarter
ended July 31, 1999).
10.7 Lease Schedule No. 3 dated June 2, 1999 to the Master Lease
Agreement dated January 18, 1999 between the Company and Dana
Commercial Credit (Incorporated by reference from Exhibit 10.2 to
the registrant's Quarterly Report on Form 10-QSB for the quarter
ended July 31, 1999).
10.8 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 (Incorporated by reference
from Exhibit 10.2 to the registrant's Current Report on Form 8-K
dated October 31, 1999).
27 Financial Data Schedule
* Incorporated by reference from the exhibit to the registrant's Registration
Statement Pre-effective Amendment No. 1 on Form SB-2 filed on August 2, 2000
which bears the same exhibit number.
** 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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