UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM 10-QSB
(Mark one)
|X| QUARTERLY Report purSUANT TO Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended October 31, 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 or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
6800 Squibb Road, Mission, Kansas 66202
(Address of principal executive offices)
(913) 831-2055
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities and Exchange Act during the past 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes X No __
Number of shares outstanding of each of the issuer's classes of common
equity as of December 12, 2002: 4,157,378 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
October 31, 2002 January 31, 2002
---------------- ----------------
(Unaudited)
CURRENT ASSETS
Cash $ 166,280 $ 592,422
Accounts receivable - trade, less
allowance for doubtful accounts:
$162,673 and $161,481 at October 31
and January 31, 2002, respectively 110,922 64,584
Note receivable - affiliate 149,815 139,715
Prepaid expenses and other 108,991 136,046
Interest receivable - affiliate 373 4,809
---------- ----------
Total Current Assets 536,381 937,576
---------- ----------
PROPERTY AND EQUIPMENT, At cost
Equipment 6,031,121 5,528,686
Leasehold improvements 2,650 2,650
Vehicles 11,434 11,434
----------- ----------
6,045,205 5,542,770
Less accumulated depreciation (3,870,177) (3,285,131)
----------- ----------
2,175,028 2,257,639
OTHER ASSETS
Prepaid Rent 164,231 231,748
Other 31,266 34,266
---------- ----------
195,497 266,014
---------- ----------
$2,906,906 $3,461,229
========== ==========
See Notes to Condensed Consolidated Financial Statements (Unaudited)
3
UNIVERSAL MONEY CENTERS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
October 31, 2002 January 31, 2002
---------------- ----------------
(Unaudited)
CURRENT LIABILITIES
Current maturities of long-term debt and
Capital lease obligations $ 482,271 $ 486,287
Accounts payable 1,003,833 817,840
Checks drawn in excess of available
cash balance 182,026 ---
Accounts payable--affiliate 62,039 248,364
Accrued expenses 324,305 306,203
---------- ----------
Total Current Liabilities 2,054,474 1,858,694
---------- ----------
LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS 334,082 680,191
---------- ----------
STOCKHOLDERS' EQUITY
Common stock; no par value; $.01 stated
value; 40,000,000 shares authorized;
issued 4,157,378 shares at October 31,
2002 and January 31, 2002, respectively 41,574 41,574
Additional paid-in capital 19,781,294 19,781,294
Retained earnings (deficit) (17,618,772) (17,238,216)
------------ ------------
2,204,096 2,584,652
Less treasury stock, at cost; common;
October 31, 2002 --86,511 shares;
January 31, 2002--27,916 shares (1,685,746) (1,662,308)
------------ ------------
518,350 922,344
------------ ------------
$ 2,906,906 $ 3,461,229
========== ===========
See Notes to Condensed Consolidated Financial Statements (Unaudited)
4
UNIVERSAL MONEY CENTERS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS AND NINE MONTHS ENDED OCTOBER 31, 2002 AND 2001
(UNAUDITED)
Three Months Ended October 31, Nine Months Ended October 31,
------------------------------ -----------------------------
2002 2001 2002 2001
---- ---- ---- ----
NET REVENUES $ 2,164,218 $ 2,073,541 6,177,777 $ 6,647,725
COST OF REVENUES 1,869,986 1,810,521 5,258,205 5,416,265
----------- ----------- ---------- -----------
GROSS PROFIT 294,232 263,020 919,572 1,231,460
OPERATING EXPENSES 456,372 449,257 1,275,827 1,331,723
----------- ----------- ---------- -----------
INCOME (LOSS)
FROM OPERATIONS (162,140) (186,237) (356,255) (100,263)
----------- ----------- ---------- -----------
OTHER INCOME
(EXPENSE)
Lawsuit Settlement ----- (188,106) ----- (188,106)
Interest income 7,163 24,052 25,850 65,852
Interest expense (23,005) (24,227) (76,022) (79,261)
Other 33,191 -- 25,871 --
------------ ----------- ---------- -----------
17,349 (188,281) (24,301) (201,515)
------------ ----------- ---------- -----------
(LOSS) BEFORE
INCOME TAXES (144,791) (374,518) (380,556) (301,778)
PROVISION FOR
INCOME TAXES -- 182,000 -- 182,000
------------ ---------- ---------- -----------
NET (LOSS) $ (144,791) $ (556,518) (380,556) $ (483,778)
------------ ----------- ---------- -----------
BASIC AND DILUTED
(LOSS) PER SHARE $ (0.0356) $ (0.137) $ (0.0931) $ (0.119)
============ =========== ============ ===========
WEIGHTED AVERAGE
COMMON SHARES
OUTSTANDING 4,070,867 4,063,067 4,088,682 4,063,138
============ =========== ============ ===========
See Notes to Condensed Consolidated Financial Statements (Unaudited)
5
UNIVERSAL MONEY CENTERS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED OCTOBER 31, 2002 AND 2001
(UNAUDITED)
2002 2001
------- -------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $(380,556) $(483,778)
Items not requiring cash:
Depreciation and amortization 668,350 538,856
(Gain) Loss of equipment 9,003 1,821
Common stock issued as compensation -- 30,000
Deferred income taxes 182,000
Changes in:
Accounts receivable (41,902) 168,913
Prepaid expenses and other 28,393 (83,783)
Accounts payable and accrued expenses (69,130) 248,344
--------- ---------
Net cash provided by operating activities 214,158 598,731
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
(Increase) decrease in note receivable-affiliate (10,100) (570,000)
Purchase of property and equipment (422,162) (100,256)
Proceeds from sale of property and equipment -- 3,999
--------- ---------
Net cash (used in) investing activities (432,262) (666,257)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments under long-term debt and
capital lease obligations (366,625) (326,249)
Purchase of treasury stock (23,438) ---
Checks drawn in excess of cash 182,026 ---
--------- ---------
Net cash (used in) financing activities (208,038) (326,249)
--------- ---------
DECREASE IN CASH (426,142) (393,775)
CASH, BEGINNING OF PERIOD 592,422 580,248
--------- ---------
CASH, END OF PERIOD $ 166,280 $ 186,473
========= =========
See Notes to Condensed Consolidated Financial Statements (Unaudited)
6
UNIVERSAL MONEY CENTERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED OCTOBER 31, 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 consolidated financial position as of October 31, 2002, and the
consolidated results of its operations for the three and nine months periods and
cash flows for the nine month periods ended October 31, 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 the fiscal year ended January 31, 2002, which
was filed with the Securities and Exchange Commission on May 16, 2002.
NOTE 2: Cash
Included in cash at October 31, 2002 and January 31, 2002 is $78,082 and
$40,335 of cash that is restricted under the terms of the Company vault cash
agreements with various financial institutions.
NOTE 3: Matters Potentially Affecting Liquidity
Johnson County Tax Dispute. In June 2002, the Company received notice of a
property tax assessment with interest related to property taxes assessed between
1986 and 1989 totaling approximately $600,000. The Company disputes these
charges and believes it has reasonable defenses to the assessment.
NOTE 4: SIGNIFICANT CONCENTRATIONS
In June 2002, the operator of the combined convenience stores and gas
stations at which the Company maintains 52 ATMs has indicated that it will not
renew its agreement with the Company. The Company believes this agreement will
terminate as of February 2003, however, the operator of the combined convenience
stores and gas stations has taken the position that the agreement will terminate
at December 31, 2002. For the nine months ended October 31, 2002, this agreement
accounted for approximately 13.0% of revenues.
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 October 31, 2002, the Company's network had 826 ATMs
consisting of approximately 786 ATMs owned or leased by the Company and its
affiliate, Universal Funding Corporation ("Funding"), 31 ATMs owned by banks and
9 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, Massachusetts, 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.
On September 19, 2002, the Company amended its arrangement with a large
discount retailer, allowing it to place ATMs in 212 additional stores in the
eastern half of the United States with concentrations in Florida, New York, New
Jersey, Virginia, Illinois, Texas, Massachusetts, and Ohio. Approximately 79 of
these ATMs were installed as of October 31, 2002 and the remaining 133 were
installed as of November 30, 2002. See "-Significant Relationships."
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
8
fiscal year ended January 31, 2002--Item 6, "MANAGEMENT'S DISCUSSION AND
ANALYSIS OR PLAN OF OPERATION--Overview."
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 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 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 and Nine Months Ended
October 31, 2002 and October 31, 2001.
Overview. The Company's revenues are lower for the nine months ended
October 31, 2002 in comparison with the same period last year as a result of the
loss of six banking clients during the last several months of the last fiscal
year. A competitor of the Company that has the capability to provide both back
office services and ATM management services has taken over the ATM management
servicing
9
for these six banks. The Company's revenues increased slightly for the three
months ended October 31, 2002 in comparison with the same period last year as a
result of the strong performance of the new ATMs placed with the Company's
discount retail customer. The loss of revenues for the nine months comparable
periods has been partially offset by an increase in Company-owned or leased ATMs
placed in other locations and new ATMs placed with the discount retailer as of
October 31, 2002. The revenues generated from newly placed ATMs are typically
lower than can be expected once the ATM has been in place for several months.
However, because the ATMs newly placed with this retailer replaced existing ATMs
without any interruption in service, these new ATMs have matured more quickly
than is typical for newly placed ATMs. Thus, helping to begin to offset the loss
of revenues generated by the ATMs from the former banking clients. The loss of
revenues has also been partially offset by a reduction in cost of revenues
resulting from lower transaction costs, such as interchange rebates and network
processing costs, resulting from the loss of these banking clients.
Revenues. The Company's total revenues increased to $2,164,218 for the
three months ended October 31, 2002 ("third quarter 2003") from $2,073,541 for
the three months ended October 31, 2001 ("third quarter 2002") and decreased to
$6,177,777 for the nine months ended October 31, 2002 from $6,647,725 for the
nine months ended October 31, 2002. The decrease for these comparable nine month
periods was primarily attributable to a loss of banking clients as described
above. The increase in revenues for these comparable fiscal quarters was
primarily attributable to the maturing of some of the Company's newly-placed
ATMs on which the Company imposed surcharge and interchange fees for cash
withdrawals and transactions. See "--Overview." As discussed above, revenues are
derived from four main sources, Surcharge Fees, Interchange Fees, Funding
Revenues (Expense) and Network Management Services. See "--Revenue Sources."
Surcharge Revenues. Surcharge fees increased to $1,500,177 or 69.3% of
total revenues for the three months ended October 31, 2002 from $1,372,228
or 66.2% of total revenues for the three months ended October 31, 2001 and
increased to $4,376,341 or 70.8% of total revenues for the nine months
ended October 31, 2002 from $4,272,047 or 64.3% of total revenues for the
nine months ended October 31, 2001. This increase is due in part to an
increased number of ATMs in the Company's network which charge a surcharge
fee. The number of such ATMs increased to 824 in the third quarter 2003
from 595 in the third quarter 2002. See "--Overview."
Interchange Revenues. Revenues derived from interchange fees increased
to $592,905 for the three months ended October 31, 2002 from $520,840 for
the three months ended October 31, 2001, and decreased to $1,583,266 for
the nine months ended October 31, 2002 from $1,903,703 for the nine months
ended October 31, 2001. As discussed above, the decrease in interchange
revenues for the comparable nine month periods is primarily due to a loss
of banking clients. The increase in revenues for these comparable fiscal
quarters was primarily attributable to the maturing, in fiscal quarter
2003, of some of the Company's newly-placed ATMs on which it imposed
interchange fees. See "--Overview."
Funding. (Payments made to) and revenues received from Funding under a
Management Agreement between the Company and Funding were ($7,991) for the
three months ended October 31, 2002 and $2,590 for nine months ended
October 31, 2002 compared with revenues received from Funding of $11,951
for the three months ended October 31, 2001 and expenses incurred from
Funding of ($44,931) for the nine months ended October 31, 2001. See
"--Revenue Sources." The number of ATMs which received vault cash from
Universal Funding decreased from 232 ATMs as of October 31, 2001 to 167
ATMs as of October 31, 2002. The revenues earned by Funding from
interchange fees decreased in the third quarter 2003 from the third quarter
2002, primarily as a result of a lower number of these ATMs. See
"--Revenues from Funding."
Network Management Fees. The Company's revenues from network
management services provided to banks and third parties decreased to
$79,127 for the three months ended October 31, 2002 from $168,522 for the
three months ended October 31, 2001 and decreased to $215,580 for the nine
months ended October 31, 2002 from $516,906 for the nine months ended
10
October 31, 2001. As discussed above, this decrease is a result of a loss
of banking clients. See "--Overview."
Revenues from 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 October 31,
2002 and 2001, Funding had vault cash located in approximately 167 and 232 ATMs,
respectively, owned or leased 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.
Third Quarter 2003. The revenues received or (losses suffered) by the
Company from Funding under the Management Agreement were ($7,991) and
$2,590 for the three months and nine months ended October 31, 2002,
respectively. These revenues equal Funding's "net income" or "net loss"
under the Management Agreement for the same period. Funding's "net loss" of
($7,991) for the three months ended October 31, 2002 consisted of $172,962
in revenues from interchange fees earned by Funding, less Funding's
expenses in the amount of $174,679 and Funding's return on equity payment
to shareholders of Funding in the amount of $6,275. Funding's "net income"
of $2,590 for the nine months ended October 31, 2002 consisted of $575,362
in revenues from interchange fees earned by Funding, less Funding's
expenses in the amount of $554,152 and Funding's return on equity payment
to shareholders of Funding in the amount of $18,619.
Third Quarter 2002. The revenues received or (losses suffered) by the
Company from Funding under the Management Agreement were $11,951 and
($44,931) for the three months and nine months ended October 31, 2001,
receptively. These revenues equal Funding's "net income" or "net loss"
under the Management Agreement for the same period. Funding's "net income"
of $11,950 for the three months ended October 31, 2001 consisted of
$218,755 in revenues from interchange fees earned by Funding, less
Funding's expenses in the amount of $200,509 and Funding's return on equity
payment to shareholders of Funding in the amount of $6,275. Funding's "net
loss" of ($44,931) for the nine months ended October 31, 2001 consisted of
$602,837 in revenues from interchange fees earned by Funding, less
Funding's expenses in the amount of $629,149 and Funding's return on equity
payment to shareholders of Funding in the amount of $18,619.
Cost of Revenues. The Company's cost of revenues increased to $1,869,986
for the three months ended October 31, 2002 and decreased to $5,258,205 for the
nine months ended October 31, 2002, from $1,810,521 for the three months ended
October 31, 2001, and from $5,416,265 for nine months ended October 31, 2001.
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 decrease in the nine months period is principally
due to a decrease in interchange rebates and network processing costs resulting
from the loss of banking clients partially offset by increases in surcharge
rebates, ATM maintenance and repair and depreciation. The increase in cost of
revenues for the comparable fiscal quarters was primarily attributable to
increased surcharge rebates and vault cash and money servicing costs resulting
from the newly placed ATMs, ATM maintenance and repair and depreciation.
11
Gross Margin. Gross profit as a percentage of revenues for the three months
and nine months ended October 31, 2002 was 13.6% and 15.0%, respectively, and
for the three months and nine months ended October 31, 2001 was 12.7% and 18.5%,
respectively. The decrease for the nine months ended October 31, 2002 was caused
by a number of factors, including decreased surcharge fees, interchange fees and
network management services revenues and increased surcharge rebates and
increased personnel expense and telecommunications charges resulting from growth
in the ATM network. The increase in gross margin for the comparable fiscal
quarters was primarily attributable to increased surcharge fees and interchange
fees, partially offset by increased cost of revenue.
Operating Expenses. The Company's total operating expenses increased to
$456,372 for the three months ended October 31, 2002 from $449,257 for the three
months ended October 31, 2001 and decreased to $1,275,827 for the nine months
ended October 31, 2002 from $1,331,723 for the nine months ended October 31,
2001. The principal components of operating expenses are administrative salaries
and benefits, professional fees, occupancy costs, sales and marketing expenses
and administrative expenses. This decrease for the nine month period is
principally attributable to a reduction in indirect salaries and general
administrative expenses. ATM shortages and write-off of bad debt partially
offset this decrease.
Interest Income. Through its subsidiary, Electronic Funds Transfer, Inc.
("EFT), the Company extends short-term loans to Funding, which uses the loan
proceeds to provide vault cash for ATMs in the Company's network. 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. As of October 31, 2002, Universal Funding paid
interest on loans at 11% per annum. Interest income primarily represents the
interest paid by Funding to the Company on the outstanding balance of these
loans. Interest income decreased to $7,163 and $25,850 for the three months and
nine months ended October 31, 2002, respectively, from $24,052 and $65,852 for
the three months and nine months ended October 31, 2001, respectively, as a
result of lower average outstanding loan balances.
Other. The Company received approximately $35,000 during the third quarter
2003 from the bankruptcy estate of an armored car service, in connection with
the theft of vault cash by the employees of the armored car service. As a result
of such theft, the Company was required to pay its vault cash provider,
Wilmington Savings Fund Society ("WSFS"), $188,000 in the third quarter 2002.
The Company has a claim against the bankruptcy estate of the armored car service
and its insurance company in the same amount. For additional information, see
Item 3 of Company's Annual Report on Form 10-KSB for the fiscal year ended
January 31, 2002. The revenues from this payment were partially offset by
write-offs made by the Company in connection with stolen or damaged ATMs,
approximately $1,700 and $9,000 in the three months and nine months ended
October 31, 2002, respectively.
Net Income or Loss before Taxes. The Company had net loss of $144,791 or
$0.0356 per share for the three months ended October 31, 2002 compared to net
loss of $556,518 or $0.137 per share for the three months ended October 31,
2001. The Company had net loss of $380,556 or $0.0931 per share for the nine
months ended October 31, 2002 compared to net loss of $483,778 or $0.119 per
share for the nine months ended October 31, 2001. The decreased losses were
attributable to the items described above and the following events in fiscal
2002 which did not occur in fiscal 2003: (i) a reduction of $182,000 of deferred
tax credits deemed to be unrealizable; (ii) accrual as lawsuit settlement of
$188,000 in settlement of the WSFS matter described in Note 3 of the financial
statements contained in the Company's Annual Report on Form 10-KSB for the
fiscal quarter ended January 31, 2002; and (iii) $100,000 in connection with the
loss of banking customers as described in Note 3 of the financial statements
contained in the Company's Quarterly Report on Form 10-QSB for the fiscal
quarter ended October 31, 2001.
Income Taxes. The Company paid no income taxes for the three and nine
months ended October 31, 2002 or for the three and the nine months ended October
31, 2001, as a result of the losses. The Company has unused operating loss
carryforwards of approximately $3,000,000, which expire between 2005 and 2021.
12
Liquidity and Capital Resources
Working Capital Deficit. At October 31, 2002, the Company had working
capital deficit of $1,518,093, compared to a working capital deficit of $921,118
at January 31, 2002. The ratio of current assets to current liabilities
decreased to .26 at October 31, 2002 from .50 at January 31, 2002.
Funding of Operations. The Company has funded its operations and capital
expenditures from cash flow generated by operations, capital leases and
borrowings from lenders. Operating activities provided net cash of $214,158 for
the nine months ended October 31, 2002 compared to $598,731 for the nine months
ended October 31, 2001. Net cash provided by operating activities for the nine
months ended October 31, 2002 consisted primarily of depreciation of $668,350, a
decrease in accounts payable of $69,130, an increase in accounts receivable of
$41,902 and a decrease in prepaid expenses and other assets of $28,393 partially
offset by a net loss of $380,556. Net cash used in investing activities was
$437,262 for the nine months ended October 31, 2002, compared to net cash used
by investing activities of $666,257 for the nine months ended October 31, 2001.
The decrease in net cash used in investing activities resulted primarily from a
decrease in loans to Funding to provide vault cash and an increase in purchases
of plant and equipment. Net cash used in financing activities was $208,038 for
the nine months ended October 31, 2002, compared to net cash used in financing
activities of $326,249 for the nine months ended October 31, 2001. The decrease
in the use of cash in connection with financing activities results primarily
from the repurchase of treasury stock and an increase in capital lease expenses
in connection with the expansion of the ATM network, partially offset by an
increase in checks drawn in excess of available cash balances. The Company had
cash and cash equivalents of $166,280 at October 31, 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 owned by the Company. Funding currently provides vault cash for many of
these ATMs. At October 31, 2002 and 2001, Funding had vault cash of
approximately $2.3 million and $2.6 million, respectively, located in
approximately 167 and 232 ATMs, respectively, owned by the Company. Through its
subsidiary, EFT, the Company lends funds to Funding for vault cash to the extent
that Funding cannot obtain financing on reasonable terms from other sources and
to the extent that the Company has cash available to lend to Funding. The
outstanding balance of the loans made by EFT to Funding at October 31, 2002 was
$149,815 and at October 31, 2001 was $764,415. See "Comparison of Results of
Operations for the Three Months and Nine months ended October 31, 2002 and
October 31, 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.
The Company also obtains vault cash under the following arrangements:
o Chart Bank. In September 2002, the Company entered into a new
arrangement with Chart Bank allowing it to obtain up to $1,000,000 in
vault cash ("New Chart Bank Arrangement"). The old arrangement entered
into in October 1999 allowed the Company to obtain up to $5,000,000 in
vault cash from Chart Bank and was amended in January 2002 to reduce
the amount available to $1,000,000, (the "Old Arrangement"). As of
October 31, 2002, approximately $1,400,000 was outstanding under the
New Chart Bank Arrangement. The New Chart Bank Arrangement has
superceded the Old Arrangement and has a term of three years which
shall automatically renew in September 2005 unless notice is given 30
days prior to renewal. The arrangement may be terminated by either
party for any reason after 60 days written notice. Under this
arrangement, the Company is required to maintain cash in an account
only Chart Bank can access to offset losses of vault cash and 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
correspondent banking fees. See -- Note 2 to the Condensed
Consolidated Financial Statements at Item 1. Financial Statements.
13
o WSFS. In August 2000, the Company entered into an arrangement with
Wilmington Savings Fund Society ("WSFS") allowing it to obtain up to
$3,000,000 in vault cash. In February 2002, WSFS increased the
Company's limit to $5,000,000 and, as of October 31, 2002,
approximately $4,526,900 was outstanding. The WSFS arrangement has a
one-year term, which automatically renewed in August 2002, and may be
terminated by WSFS at any time upon breach by the Company and upon the
occurrence of certain other events. Under this arrangement, the
Company is required to maintain cash in a joint account to allow WSFS
to offset losses of vault cash and 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 correspondent banking and
miscellaneous fees. See -- Note 2 to the Condensed Consolidated
Financial Statements at Item 1. Financial Statements.
o First Mariner Bank of Baltimore. In October 2001, the Company entered
into an arrangement with First Mariner Bank allowing it to obtain
vault cash of approximately $1.5 million initially for 101 ATMs. As of
October 31, 2002, the bank has provided approximately $2.5 million in
vault cash for 140 ATMs. 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 the Company and upon the occurrence of certain other
events. We are also in the process of trying to negotiate an expansion
of the Company's relationship with First Mariner Bank. As compensation
for this current arrangement, First Mariner Bank shares in a portion
of the surcharge fees earned in connection with these ATMs.
o Horizon National Bank. Under a new vault cash arrangement executed in
September 2002, Horizon National Bank ("Horizon") has agreed to
provide vault cash of up to $1.5 million for certain new ATMs and the
ATMs located in the Kansas City area. This new arrangement has a one
(1) year term and after such one year may be terminated by either
party for any reason after 60 days written notice. Horizon National
Bank may also terminate this arrangement at any time upon breach by us
and upon the occurrence of certain other events. As compensation for
this current arrangement, Horizon National Bank shares in a portion of
the surcharge fees earned in connection with these ATMs and receives a
monthly correspondent banking and miscellaneous fee.
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 the Company's 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 the Company the required notice of their desire to terminate the
Company's vault cash arrangement. Under the Tehama Bank arrangement, the Company
could rent up to $3,000,000 in vault cash and, as of January 31, 2002, was
renting approximately $2,000,000 in vault cash. Under the Humboldt Bank
arrangement, the Company could rent up to $1,000,000 in vault cash and, as of
January 31, 2002, was renting approximately $1,300,000 in vault cash, which
exceeds the limit under the Humboldt Bank arrangement by $300,000. Both
arrangements terminated effective March 1, 2002. The vault cash being obtained
from these banks has been replaced with expansion of the Company's relationship
with WSFS and Horizon.
As a result of certain factors, the Company's 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 the Company's
recent expansion efforts, the loss of certain banking clients as discussed above
and increased competition.
As the newly-placed ATMs mature, such ATMs generally experience increased
activity and generate increased revenues. The Company believes that cash flow
from operations will be sufficient to fund operations and to allow it to
continue to explore and pursue expansion opportunities. If cash flow from
operations is not sufficient to fund the Company's operations, it may be
required to seek additional sources of financing. If any of the Company's
existing financing arrangements are terminated, or if it
14
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 or the
loss of additional customers could have a material adverse effect on its
business, results of operations and financial condition. As always, the Company
continues to look for new and alternative vault cash sources.
Significant Relationships.
In June 2002, the operator of the combined convenience stores and gas
stations at which the Company maintains 52 ATMs as October 31, 2002 has
indicated that it will not renew its agreement with the Company. The Company
believes this agreement will terminate as of February 2003, however, the
operator of the combined convenience stores and gas stations has taken the
position that the agreement will terminate on December 31, 2002. The written
contract with the operator of combination convenience stores and gas stations at
which the Company maintained 43 ATMs as of October 31, 2002, expired during
August 2001. However, the Company continues to provide ATM management services
in connection with these ATMs and will do so under an oral agreement that may be
terminated at any time. The written contract with the operator of combination
convenience stores for which the Company has placed over 100 ATMs as of October
31, 2002 may be terminated by either party under various circumstances. As
described under "-Overview," the Company has expanded its relationship with a
large discount retailer. This retailer is in the process of trying to reorganize
under Chapter 11 of the U.S. Bankruptcy Code. The written contract, as amended,
with this retailer, was entered into on a pre-petition basis. Thus, this
retailer could still reject this contract or a portion of it and force the
Company to remove some or all of the Company's ATMs from its stores.
Subsequent Event
As of December 5, 2002, Donald Peterson is no longer employed by the
Company and no longer serves as the Chief Operating Officer.
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.
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.
15
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
operators of combination convenience stores and gas stations at which
the Company maintains 43 and 101 ATMs as of October 31, 2002. See
"--Subsequent Events--Significant Relationships";
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;
o Changes in general economic conditions; and
o Resolution of a Johnson County Kansas property tax dispute.
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.
Item 4
Based on an evaluation of disclosure controls and procedures for the period
ended October 31, 2002 conducted by our Chief Executive Officer and Corporate
Controller within 90 days of filing this Quarterly Report on Form 10-QSB, we
conclude that our disclosure controls and procedures are effective.
The Company has internal controls and procedures regarding financial
reporting. Because of the small size of the Company's accounting and financial
reporting staff, it has some concerns regarding its segregation of duties, but
does not believe such deficiencies or weakness are significant or material. The
16
Company has made changes in internal controls regarding processing of accounts
payable and the preparation of financial statements to improve its segregation
of duties.
PART II - OTHER INFORMATION
Item 6 Exhibits and Reports on Form 8-K.
(a) Exhibits
--------
The exhibits required by this item are listed in the Index to
Exhibits set forth at the end of this Form 10-QSB.
(b) Reports on Form 8-K
-------------------
On September 20, 2002, the Company filed a current report on
Form 8-K.
17
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 16, 2002 By: /s/ David S. Bonsal
----------------------------------------------
David S. Bonsal
Chairman of the Board, Chief Executive Officer,
Principal Financial and Accounting Officer
302 CERTIFICATE
---------------
I, David S. Bonsal, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Universal Money
Centers, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report.
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: December 16, 2002
/s/ David S. Bonsal
-----------------------------------
David S. Bonsal
Chief Executive Officer
302 CERTIFICATE
---------------
I, Christopher D. Greek, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Universal Money
Centers, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report.
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: December 16, 2002
/s/ Christopher D. Greek
-----------------------------------
Christopher D. Greek
Corporate Controller
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)
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
October 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
October 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 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 the Company's
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 the Company's 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.