UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
---------------------
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, 2002
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 of other (I.R.S. Employer
jurisdiction of 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 10, 2002: 4,070,867 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
Item 1. Financial Statements
UNIVERSAL MONEY CENTERS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
April 30, 2000 January 31, 2002
-------------- ----------------
(Unaudited)
CURRENT ASSETS
Cash $68,594 $592,422
Accounts receivable - trade, less
allowance for
Doubtful accounts: $161,481 at 159,679 64,584
April 30 and January 31, 2002
Note receivable - affiliate 364,715 139,715
Prepaid expenses and other 115,332 136,046
Interest receivable - affiliate 3,328 4,809
--------- ---------
Total Current Assets 711,648 937,576
--------- ---------
PROPERTY AND EQUIPMENT, At cost
Equipment 5,572,239 5,528,686
Leasehold improvements 2,650 2,650
Vehicles 11,434 11,434
--------- ---------
5,586,323 5,542,770
Less accumulated depreciation 3,478,714 3,285,131
--------- ---------
2,107,609 2,257,639
--------- ---------
OTHER ASSETS
Prepaid Rent 208,577 231,748
Other 33,265 34,266
--------- ---------
241,842 266,014
--------- ---------
$3,061,099 $3,461,229
========== ==========
See Notes to Condensed Consolidated Financial Statements (Unaudited)
3
UNIVERSAL MONEY CENTERS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
April 30, 2000 January 31, 2002
-------------- ----------------
(Unaudited)
CURRENT LIABILITIES
Current maturities of long-term debt
and capital lease obligations $487,610 $486,287
Accounts payable 856,339 817,840
Accounts payable--affiliate 54,509 248,364
Accrued expenses 339,475 306,203
---------- ----------
Total Current Liabilities 1,737,933 1,858,694
---------- ----------
LONG-TERM DEBT AND CAPITAL LEASE 558,934 680,191
OBLIGATIONS ---------- ----------
STOCKHOLDERS' EQUITY
Common stock; no par value;
$.01 stated value;
40,000,000 shares authorized;
issued April 30 and
January 31, 2002-4,157,378 shares 41,574 41,574
Additional paid-in capital 19,781,294 19,781,294
Retained earnings (deficit) (17,372,890) (17,238,216)
---------- ----------
2,449,978 2,584,652
Less treasury stock, at cost; common;
issued April 30, 2002-86,511 shares;
and January 31, 2002-27,916 shares
(1,685,746) (1,662,308)
---------- ----------
764,232 922,344
---------- ----------
$3,061,099 $3,461,229
========== ==========
See Notes to Condensed Consolidated Financial Statements (Unaudited)
4
UNIVERSAL MONEY CENTERS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED APRIL 30, 2002 AND 2001
(UNAUDITED)
2002 2001
---- ----
NET REVENUES $1,963,034 $2,157,416
COST OF REVENUES 1,681,261 1,732,939
---------- ----------
GROSS PROFIT 281,773 424,477
OPERATING EXPENSES 400,884 418,493
---------- ----------
INCOME (LOSS) FROM OPERATIONS (119,111) 5,984
----------- -----------
OTHER INCOME (EXPENSE)
Interest income 12,103 19,274
Interest expense (27,666) (28,704)
----------- -----------
(15,563) (9,430)
----------- -----------
NET LOSS $ (134,674) $ (3,446)
=========== ===========
BASIC AND DILUTED LOSS PER SHARE $ (.033) $ (.001)
----------- -----------
WEIGHTED AVERAGE SHARES OUTSTANDING 4,125,512 4,038,079
=========== ===========
See Notes to Condensed Consolidated Financial Statements (Unaudited)
5
UNIVERSAL MONEY CENTERS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED APRIL 30, 2002 AND 2001
(UNAUDITED)
2002 2001
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(134,674) $ (3,446)
Items not requiring (providing) cash:
Depreciation and amortization 217,279 176,620
Common Stock issued as compensation - 10,000
Changes in:
Accounts receivable (93,614) 50,064
Prepaid expenses and other 21,190 1,672
Accounts payable and accrued (122,084) (92,894)
expenses --------- ----------
Net cash provided by (used in)
operating activities (111,903) 142,016
--------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Increase in note receivable-affiliate (225,000) (520,000)
Purchase of property and equipment (43,553) (28,697)
Proceeds from sale of property and -- 1,344
equipment --------- ----------
Net cash provided by (used in)
investing activities (268,553) (547,353)
--------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments under long-term
debt and capital lease obligations (119,934) (107,425)
Purchase of treasury stock (23,438) -
--------- ----------
Net cash provided by (used in)
financing activities (143,372) (107,425)
--------- ----------
DECREASE IN CASH (523,828) (512,762)
CASH, BEGINNING OF PERIOD 592,422 580,248
--------- ----------
CASH, END OF PERIOD $ 68,594 $ 67,486
========== ==========
See Notes to Condensed Consolidated Financial Statements (Unaudited)
6
UNIVERSAL MONEY CENTERS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED APRIL 30, 2002 (UNAUDITED)
NOTE 1: BASIS OF PRESENTATION
In the opinion of management, the accompanying unaudited consolidated
financial statements contain all adjustments necessary to present fairly the
Company's condensed consolidated financial position as of April 30, 2002, and
the consolidated results of its operations and cash flows for the periods ended
April 30, 2002 and 2001. Those adjustments consist only 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, 2002 has been derived from the audited condensed consolidated
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, 2002, which was
filed with the Securities and Exchange Commission on May 16, 2002.
7
Item 2. Management's Discussion and Analysis or Plan of Operation Overview
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, 2002, the Company's network had 707 ATMs
consisting of approximately 648 ATMs owned by the Company and its affiliate,
Universal Funding Corporation ("Funding"), 37 ATMs owned by banks and 22 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, Illinois, Maryland, Missouri and Texas. Other ATMs are located in
Alabama, Arizona, California, Colorado, Delaware, Florida, Georgia, Indiana,
Michigan, Mississippi, Nevada, New Hampshire, New Jersey, New Mexico, New York,
North Carolina, Ohio, Oklahoma, Oregon, Pennsylvania, Rhode Island, South
Carolina, Tennessee, Utah and Virginia.
To promote usage of ATMs in its network, the Company has relationships
with national and regional card organizations (also referred to as networks)
which enable the holder of a card issued by one member of the organization to
use the card in ATMs operated by another member of the organization to process a
transaction. The Company has relationships with Cirrus and Plus, the two
principal national card organizations, and Star, the dominant card organization
in its markets. Each of these organizations consist of members who are banks,
ATM network operators and other companies sponsored by member banks. The Company
also has relationships with major credit card issuers such as Visa, MasterCard
and Discover which enable the holder of a credit card to use ATMs in the
Company's network to process a transaction.
Revenue Sources
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 most cases, the Company also receives a surcharge fee from the
cardholder when the cardholder makes a cash withdrawal from an ATM in the
Company's network. For more details, see "--Interchange/Surcharge Fees" below.
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, cash condition and ATM service interruptions. In some cases, these
services also include 24 hour dispatch of field service personnel for necessary
service calls, cash settlement and reporting services. The fees for these
services are paid by the owners of the ATMs.
The Company has also begun to earn revenues for processing debit card
transactions for its bank customers. Consumers use debit cards to make purchases
from merchants, with the amount of the purchase automatically deducted from
their checking accounts. The Company earns a small surcharge for each debit card
transaction processed by it for its bank customers. The Company does not earn a
fee for transactions processed for banks that are not its customers. See Annual
Report on Form 10-KSB for fiscal year ended January 31, 2002--Item 6,
"MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION--Overview."
8
Interchange/Surcharge Fees
Interchange fees are processing fees that are paid by the issuer of the
credit or debit card used in a transaction. Interchange fees vary depending on
the transaction type. The primary types of transactions that are currently
processed on ATMs in the Company's network include cash withdrawals, balance
inquiries, account transfers and uncompleted transactions. 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 generally 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 often 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.
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, 2002
and April 30, 2001.
Revenues. The Company's total revenues decreased to $1,963,034 for the
three months ended April 30, 2002 ("first quarter 2003") from $2,157,416 for the
three months ended April 30, 2001 ("first quarter 2002"). Most of this decrease
occurred in February 2002 and was primarily attributable to a loss of banking
clients and an increase in newly-placed ATMs in the Company's network on which
the Company imposed surcharge and
9
interchange fees for cash withdrawals and transactions. Fees generated are
generally lower initially for newly-placed ATMs. The number of such ATMs
increased to 704 in first quarter 2003 from 595 in first quarter 2002. Surcharge
fees increased very slightly to $1,388,339 or 70.7% of total revenues in first
quarter 2003 from $1,388,212 or 64.3% of total revenues in first quarter 2002.
Revenues derived from interchange fees decreased to $501,082 in first quarter
2003 from $652,366 in first quarter 2002. This decrease is primarily due to a
loss of banking clients. Expenses incurred from Funding under a Management
Agreement between the Company and Funding decreased to $2,130 in first quarter
2003 from $47,532 in first quarter 2002. See "--Revenues from/Payments to
Funding" below. The Company's revenues from network services provided to banks
and third parties decreased to $75,743 in first quarter 2003 from $164,370 in
first quarter 2002. This decrease was caused in large part because of a loss of
banking clients.
Revenues from/Payments to Funding. The Company has a relationship with its
affiliate, 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, 2002 and 2001, Funding had vault cash located in approximately 257 and 218
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 $2,130 in first quarter 2003, equal to Funding's "net loss" under
the Management Agreement for the same period. Funding's "net loss" of $2,130
consisted of $190,885 in revenues from interchange fees earned by Funding, less
Funding's expenses in the amount of $186,945 and Funding's return on equity
payment to shareholders of Funding in the amount of $6,070. The loss suffered by
the Company from Funding under the Management Agreement was $47,532 in first
quarter 2002, equal to Funding's "net loss" under the Management Agreement for
the same period. Funding's "net loss" of $47,532 consisted of $178,762 in
revenues from interchange fees earned by Funding, less Funding's expenses in the
amount of $220,224 and Funding's return on equity payment to shareholders of
Funding in the amount of $6,070.
The number of ATMs which received vault cash from Universal Funding
increased from 218 ATMs as of April 30, 2001 to 257 ATMs as of April 30, 2002.
The Company's loss decreased primarily from a greater number (and increased
utilization) of these ATMs.
Cost of Revenues. The Company's cost of revenues increased to $1,681,261
in first quarter 2003 from $1,732,939 in first quarter 2002. 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 primarily attributable to
increased (a) cost related to revenue generating compensation; (b) ATM
maintenance expenses; (c) armored car service expenses, (d) telecommunications
charges; (e) vault cash rental charges paid to third parties, (f) transaction
credits and rebates to retail
10
clients; and (g) amortization and depreciation expenses. This increase was
offset by a decrease in (x) leasing ATM equipment expense; (y) network
processing costs; and (z) transaction credits and rebates to bank clients.
Gross Margin. Gross profit as a percentage of revenues was 14.4% in first
quarter 2003 and 19.7% in first quarter 2002. The decrease in first quarter 2003
was caused by a number of factors, including decreased revenues generated from
ATMs in network, increased interchange and surcharge rebates (due to increased
competition) and increased personnel expense and telecommunications charges
resulting from growth in the ATM network.
Operating Expenses. The Company's total operating expenses decreased to
$400,884 in first quarter 2003 from $418,493 in first quarter 2002. The
principal components of operating expenses are administrative salaries and
benefits, professional fees, occupancy costs, sales and marketing expenses and
administrative expenses. This decrease is principally attributable to lower
administrative compensation.
Interest Income. 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. The loans generally have terms that range from 30 days to six months
and are automatically rolled over at maturity unless prior written notice of
termination is given at least 30 days before maturity. Interest income primarily
represents the interest paid by Funding to the Company on the outstanding
balance of these loans. As of April 30, 2002, Funding paid interest on loans at
the rate of 11% per annum. Interest income decreased to $12,103 in first quarter
2003 from $19,274 in first quarter 2002 as a result of the decline in the
interest rate charged to and paid by Funding -- from 18% to 11%.
Net Income or Loss Before Taxes. The Company had a net loss before taxes
of $134,674 during the three months ended April 30, 2002 compared to a net loss
before taxes of $3,446 during the three months ended April 30, 2001 as a result
of the factors discussed above.
Income Taxes. The Company paid no income taxes for first quarters 2003 and
2002 as a result of the loss. As of April 30, 2001, the Company had
approximately $46,000 of tax credits available to offset future federal income
taxes. These credits expire in fiscal year 2003. The Company also has unused
operating loss carryforwards of approximately $3,000,000, which expire between
2005 and 2021.
Liquidity and Capital Resources
Working Capital Deficit. At April 30, 2002, the Company had a working
capital deficit of $1,026,285 compared to a working capital deficit of $921,118
at January 31, 2002. The ratio of current assets to current liabilities
decreased to .41 at April 30, 2002 from .50 at January 31, 2002.
Funding Operations. 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 $111,903 in first
quarter 2003 and provided net cash of $142,016 in first quarter 2002. Net cash
used in operating activities in first quarter 2003 consisted primarily of a net
loss of $134,674, a decrease in accounts payable and accrued expenses of
$122,084, and an increase in accounts receivable of $93,614 partially offset by
depreciation and amortization of $217,279 and a decrease in prepaid expenses
and other of $21,190. Net cash used in investing activities was $268,553 in
the first quarter of 2003 compared to $547,353 in first quarter 2002. The net
cash used in investing activities resulted primarily from a increase in loans
to Funding to provide vault cash. Net cash used in financing activities was
$143,372 in the first quarter 2003, compared to $107,425 in first quarter 2002.
The increase in the use of cash in connection with financing activities
results primarily from the repurchase of treasury stock for
11
$23,438. The Company had cash and cash equivalents of $68,594 at April 30, 2002,
compared to cash and cash equivalents of $592,422 at January 31, 2002.
Much of the Company's cash requirements relate to the need for vault cash
for ATMs. Funding currently provides vault cash for certain of the ATMs owned by
the Company. At April 30, 2002 and 2001, Funding had vault cash of approximately
$2,500,000 and $2,400,000, respectively, located in approximately 257 and 218
ATMs, respectively, owned by the Company. Funding borrows the money that it
provides as vault cash for our ATMs. The loans generally have terms that range
from 30 days to six months and are automatically rolled over at maturity unless
prior written notice of termination is given at least 30 days before maturity.
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, 2002 was $364,715 and at April 30, 2001 was $714,415. See "Comparison of
Results of Operations for the Three Months Ended April 30, 2002 and April 30,
2001--Revenues from Funding" and the Company's Annual Report on Form 10-KSB for
the fiscal year ended January 31, 2002, 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.
We also obtain vault cash under the following arrangements:
o Chart Bank. In October 1999, we entered into an arrangement with
Chart Bank allowing us to obtain up to $5,000,000 in vault cash.
In January 2002, Chart Bank reduced the amount available under
the arrangement to $1,000,000, of which $930,000 was outstanding
as of April 30, 2002. The Chart Bank arrangement has a term of
three years and may be terminated by Chart Bank upon breach by us
and upon the occurrence of certain other events. Under this
arrangement, we are 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.
o WSFS. In August 2000, we entered into an arrangement with
Wilmington Savings Fund Society ("WSFS") allowing us to obtain up
to $3,000,000 in vault cash. In February 2002, WSFS increased our
limit to $5,000,000 and, as of April 30, 2002, $4,020,000 was
outstanding. The WSFS arrangement has a one-year term, which
automatically renewed in August 2001, and may be terminated by
WSFS at any time upon breach by us and upon the occurrence of
certain other events. Under this arrangement, we are 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.
o First Mariner Bank of Baltimore. Under our new arrangement
regarding the new combined convenience stores and gas stations
(as described in Company's Annual Report on Form 10-KSB for the
year ended January 31, 2002, Part I, Item 1 "Description of
Business--Our Network--Significant Relationships"), First Mariner
Bank provides vault cash (approximately $1.5 million) for all 101
ATMs placed under that arrangement. This arrangement has a five
(5) year term, currently has no limit on the amount of vault cash
which can be placed in these ATMs and may be terminated by First
Mariner Bank at any time upon breach by us and upon the
occurrence of certain other events. We are also in the process of
trying to negotiate an expansion of our relationship with First
Mariner
12
Bank. As compensation for this current arrangement, First Mariner
Bank shares in a portion of the surcharge fees earned in
connection with these ATMs.
During the fourth quarter of calendar year 2001, two previous vault cash
providers, Humboldt Bank and Tehama Bank, suffered significant losses as a
result of vault cash theft unrelated to our network. To reduce exposure, each
bank has made the determination to exit the business of renting vault cash to
ATM networks. In connection with this exit in December 2001, both banks gave us
the required notice of their desire to terminate our vault cash arrangement.
Under the Tehama Bank arrangement we could rent up to $3,000,000 in vault cash
and, as of January 31, 2002, we were renting approximately $2,000,000 in vault
cash. Under the Humboldt Bank arrangement, we could rent up to $1,000,000 in
vault cash and, as of January 31, 2002, were renting approximately $1,300,000 in
vault cash. Both arrangements terminated effective as of March 1, 2002. The
vault cash being obtained from these banks has been replaced with expansion of
our relationship with WSFS and Funding.
As a result of certain factors, our liquidity has been reduced
significantly from the same period a year ago. This reduction in liquidity is
partially due to the start-up period for new ATMs associated with our recent
expansion efforts, the loss of certain banking clients, increased competition
and smaller increases in revenue.
As the newly-placed ATMs mature, such ATMs generally experience increased
activity and generate increased revenues. We believe that cash flow from
operations will be sufficient to fund operations and to allow us to continue to
explore and pursue expansion opportunities. If cash flow from operations is not
sufficient to fund our operations, we may be required to seek additional sources
of financing. If any of our existing financing arrangements are terminated, or
if we seek additional funding to expand our ATM network, additional financing
may not be available when needed or may not be available on acceptable terms. In
that event, our ability to maintain and expand our ATM network may be adversely
affected. The loss of one or more sources of vault cash funding or the loss of
additional customers could have a material adverse effect on our business,
results of operations and financial condition. As always, we continue to look
for new and alternative vault cash sources.
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.
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.
13
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
three operators of combination convenience stores and gas stations at
which the Company maintains 43, 52 and 101 ATMs as of April 30, 2002;
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;
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; 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.
14
PART II - OTHER INFORMATION
Item 1 Legal Proceedings.
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
100,000 shares 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. Subsequent to January 31,
2002, this action was settled by the Company purchasing all shares held by the
former officer, paying a cash settlement of $72,000 and recording additional
expenses of $48,000 as of January 31, 2002, pursuant to this settlement.
On March 2, 2001, a vault cash provider made a claim against the Company
for $202,555, due to the provider's armored car service filing bankruptcy. The
armored car service was in possession of approximately $200,000, which was
destined for the Company's ATMs or picked up from those ATMs. Such currency was
provided by the Company's vault cash provider. During the year ended January 31,
2002, the Company settled this claim for approximately $188,000. The Company is
continuing to pursue the armored car service and its insurance company for
reimbursement of this loss.
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, 2002.
15
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 20, 2002 By: /s/ David S. Bonsal
------------------------------------------
David S. Bonsal
Chairman of the Board
and Chief Executive Officer
16
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.
Executive Compensation Plans and Arrangements filed pursuant to Item 13(a)
of Form 10-KSB: Exhibits 10.19 and 10.20.
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)
17
10.5** Master Equipment Lease Agreement Schedule dated December 30, 1996,
between the Company and Newcourt Communications Finance Corporation
(formerly AT&T Credit Corporation)
10.6** Master Equipment Lease Agreement Schedule dated October 30, 1996,
between the Company and Newcourt Communications Finance Corporation
(formerly AT&T Credit Corporation)
10.7** 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.
(incorporated by reference from Exhibit
18
10.16 to the registrant's Quarterly Report on Form 10-QSB for the
quarter ended April 30, 2000).
10.17 ATM Sublease January14, 2000 among Nationwide Money Service, Inc.,
the Company and Dana Commercial Credit Corporation (incorporated by
reference from Exhibit 10.17 to the registrant's Quarterly Report on
Form 10-QSB for the quarter ended April 30, 2000).
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 (incorporated by reference from Exhibit 10.18 to the
registrant's Quarterly Report on Form 10-QSB for the quarter ended
April 30, 2000).
10.19**** Restricted Stock Agreement dated January 12, 2001 between the
Company and David S. Bonsal.
10.20**** Restricted Stock Agreement dated January 12, 2001 between the
Company and Pamela A. Glenn.
10.21 Settlement Agreement and Release of All Claims dated November 28,
2001 between Universal Money Centers, Inc. and John L. Settles
(incorporated by reference from Exhibit 10.21 to our Quarterly
Report on Form 10-QSB for the quarter ended October 31, 2001).
10.22 Settlement Agreement and Release dated April 22, 2002, between
Universal Money Centers, Inc. and Dave Windhorst (incorporated by
reference from Exhibit 10.22 to our Annual Report on Form 10-KSB for
the year ended January 31, 2002).
21** Subsidiaries of the Registrant
* 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.
**** Incorporated by reference from the exhibit to the registrant's Annual
Report on Form 10-KSB for the fiscal year ended January 31, 2001 which bears the
same exhibit number.
19