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 July 31, 2003
|_| Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
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Commission file number 1-8460
UNIVERSAL MONEY CENTERS, INC.
(Exact name of small business issuer as specified in its charter)
Missouri 43-1242819
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
6800 Squibb Road, Mission, Kansas 66202
(Address of principal executive offices)
(913) 831-2055
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities and Exchange Act during the past 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes X No
Number of shares outstanding of each of the issuer's classes of common
equity as of September 15, 2003: 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
July 31, January 31,
2003 2003
---------- ----------
(Unaudited)
CURRENT ASSETS
Cash $ 218,884 $ 164,267
Accounts receivable - trade, less allowance for
Doubtful accounts: $3,630 at each of July 31
And January 31, 2003 35,886 60,218
Note receivable - affiliate 0 0
Prepaid expenses and other 99,409 158,603
Interest receivable - affiliate 187 1,548
---------- ----------
Total Current Assets 354,366 384,636
---------- ----------
PROPERTY AND EQUIPMENT, At cost
Equipment 6,223,949 6,078,938
Leasehold improvements 2,650 2,650
Vehicles 11,434 11,434
---------- ----------
6,238,033 6,093,022
Less accumulated depreciation 4,389,446 4,043,099
---------- ----------
1,848,587 2,049,923
---------- ----------
OTHER ASSETS
Prepaid Rent 122,056 144,500
Deposit 63,459
Other 28,967 30,266
---------- ----------
214,482 174,766
---------- ----------
$2,417,435 $2,609,325
========== ==========
See Notes to Condensed Consolidated Financial Statements (Unaudited)
3
UNIVERSAL MONEY CENTERS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
July 31, 2003 January 31, 2003
(Unaudited)
CURRENT LIABILITIES
Current maturities of long-term debt and
Capital lease obligations $ 430,216 $ 455,773
Accounts payable 1,167,134 1,037,961
Accounts payable--affiliate 85,650 88,679
Accrued expenses 218,557 166,410
Notes payable--related party 125,000 0
---------- ----------
Total Current Liabilities 2,026,557 1,748,823
---------- ----------
LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS 102,586 232,671
---------- ----------
STOCKHOLDERS' EQUITY
Common stock; no par value; $.01 stated value; 40,000,000 shares authorized;
issued 4,157,378 shares at July 31, 2003
and January 31, 2003 41,574 41,574
Additional paid-in capital 19,781,294 19,781,294
Retained earnings (deficit) (17,848,830) (17,509,291)
---------- ----------
1,974,038 2,313,577
Less treasury stock, at cost; common issued July 31,
2003 - 86,511
shares; January 31, 2003 - 27,916 shares (1,685,746) (1,685,746)
---------- ----------
288,292 627,831
$2,417,435 $2,609,325
========== ==========
See Notes to Condensed Consolidated Financial Statements (Unaudited)
4
UNIVERSAL MONEY CENTERS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS AND SIX MONTHS ENDED JULY 31, 2003 AND 2002
(UNAUDITED)
Three Months Ended July 31, Six Months Ended July 31,
2003 2002 2003 2002
---- ---- ---- ----
NET REVENUES $ 1,926,384 $2,050,525 $3,751,403 $4,013,559
COST OF REVENUES 1,647,720 1,706,958 3,350,286 3,388,219
------------ ---------- ---------- ----------
GROSS PROFIT 278,664 343,567 401,117 625,340
OPERATING EXPENSES 361,929 418,571 707,797 819,455
------------ ---------- ---------- ----------
INCOME (LOSS) FROM OPERATIONS (83,265) (75,004) (306,680) (194,115)
------------ ---------- ---------- ----------
OTHER INCOME (EXPENSE)
Interest income 623 6,584 1,300 18,687
Interest expense (13,919) (25,351) (30,542) (53,017)
Other (11,971) (7,320) (3,617) (7,320)
------------ ---------- ---------- ----------
(25,267) (26,087) (32,859) (41,650)
------------ ---------- ---------- ----------
INCOME (LOSS) BEFORE INCOME TAXES (108,532) (101,091) (339,539) (235,765)
PROVISION FOR INCOME TAXES -- -- -- --
------------ ---------- ---------- ----------
NET INCOME (LOSS) $ (108,532) $ (101,091) $ 339,539 $ (235,765)
============ ========== ========== ==========
BASIC AND DILUTED EARNINGS (LOSS) $ (0.027) $ (0.025) $ (0.083) $ (0.058)
PER SHARE ============ ========== ========== ==========
WEIGHTED AVERAGE
COMMON SHARES OUTSTANDING 4,070,867 4,070,867 4,070,867 4,097,737
============ ========== ========== ==========
See Notes to Condensed Consolidated Financial Statements (Unaudited)
5
UNIVERSAL MONEY CENTERS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JULY 31, 2003 AND 2002
(UNAUDITED)
2003 2002
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $(339,539) $(235,765)
Items not requiring cash:
Depreciation and amortization 417,592 435,224
Loss on sale of equipment 11,105 7,320
Changes in:
Accounts receivable 25,693 6,453
Prepaid expenses and other (16,605) 24,344
Accounts payable and accrued expenses 93,291 (124,974)
--------- ---------
Net cash provided by operating activities 191,537 112,602
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
(Increase) decrease in note receivable - affiliate -- (245,000)
Purchase of property and equipment (19,649) (68,832)
Proceeds from sale of property and equipment 4,333 --
--------- ---------
Net cash (used in) investing activities (15,316) (313,832)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments under long-term debt and
capital lease obligations (246,604) (241,765)
Proceeds from issuance of related party notes 125,000 --
payable
Purchase of treasury stock 0 (23,438)
--------- ---------
Net cash (used in) financing activities (121,604) (265,203)
--------- ---------
INCREASE (DECREASE) IN CASH 54,617 (466,433)
CASH, BEGINNING OF PERIOD 164,267 592,422
--------- ---------
CASH, END OF PERIOD $ 218,884 $ 125,989
========= =========
See Notes to Condensed Consolidated Financial Statements (Unaudited)
6
UNIVERSAL MONEY CENTERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED JULY 31, 2003 (UNAUDITED)
NOTE 1: BASIS OF PRESENTATION
In the opinion of management, the accompanying unaudited consolidated
financial statements contain all adjustments necessary to present fairly our
consolidated financial position as of July 31, 2003, and the consolidated
results of our operations for the three and six months periods and cash flows
for the six month periods ended July 31, 2003 and 2002. 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, 2003 has been derived from our
audited condensed consolidated balance sheet as of that date.
Certain information and note disclosures normally included in our 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 our annual report on Form
10-KSB for the fiscal year ended January 31, 2003, which was filed with the
Securities and Exchange Commission on May 16, 2003.
NOTE 2: CASH
Included in cash at July 31, 2003 and January 31, 2003 is $97,050 and
$78,082 of cash that is restricted under the terms of our vault cash agreements
with various financial institutions.
NOTE 3: MATTERS POTENTIALLY AFFECTING LIQUIDITY
In June 2002, we received notice of a property tax assessment with
interest related to property taxes assessed between 1986 and 1989 totaling
approximately $600,000. We have disputed these charges and believe we have
reasonable defenses to the assessment.
We have incurred losses for several years and currently have a deficiency
of working capital due to reoccurring net losses. Additionally, contracts with
two customers that accounted for approximately 24% of fiscal year 2003 revenues
expired and were not renewed. We have been actively addressing these issues and
are considering several alternatives for further mitigating these conditions
during the year. During fiscal year 2003, we added an additional 250 ATMs to our
network principally by expanding our relationship with a key customer. In
addition, we reduced our number of employees by 10% and have eliminated certain
overhead expenses. During the quarter ended April 30, 2003, we instituted
surcharge fee increases on ATM transactions at selective locations. These
locations accounted for approximately 35% of the surcharged transactions in
fiscal year 2003. We are continuing to pursue alternatives to further enhance
operations in fiscal year 2004.
We maintain capital leases for certain ATMs under agreements containing
various covenants. At July 31, 2003, we were approximately $71,000 in arrears of
scheduled lease payments and in default of the lease agreement. Accordingly,
approximately $53,000 of the long-term portion of our capital lease obligations
have been reclassified to current liabilities at July 31, 2003.
On May 16, 2003, our Chairman of the Board, Chief Executive Officer and
principal stockholder committed to provide us with a $300,000 line of credit
through April 30, 2004. The commitment contains provisions that the maximum
availability on the line of credit will be reduced during the year by the amount
of equity infusions or certain long-term debt. The commitment also provides that
the line will be reduced quarterly as long as we maintain positive year to
date cash flows, as defined in the commitment.
7
On July 28, 2003, we had borrowed $15,000 from our Chairman of the Board and
Chief Executive Officer in exchange for an unsecured and subordinated promissory
note accruing interest at an annual rate of 6.5%. This note matures on October
31, 2003. This note reduced the amount of the line of credit by $15,000.
On July 28, 2003, we also borrowed $110,000 from our Chairman of the Board
and Chief Executive Officer to fund a purchase commitment of 63 ATMs for a
transaction that was consummated in September 2003. The secured promissory note
accrues interest at an annual rate of 6.5% and matures on October 31, 2003.
NOTE 4: FUTURE CHANGES IN ACCOUNTING PRINCIPLES
The Financial Accounting Standards Board recently adopted FIN 46,
Consolidation of Variable Interest Entities, an Interpretation of Accounting
Research Bulletin No. 51. We plan to adopt the accounting provisions of FIN 46
for the quarter ended October 31, 2003, and it is reasonably possible that we
will be required to consolidate Universal Funding Corporation (UFC) as a result
of the adoption of this standard. However, the requirement to consolidate UFC
and the ultimate impact on our financial statements has not been determined.
Our Chairman of the Board and Chief Executive Officer, who is our largest
stockholder, is also the president and a stockholder of UFC. Additionally, the
other stockholder of UFC is also one of our stockholders. We and certain members
of our management extend loans on an unsecured basis to UFC, which are currently
not consolidated in our financial statements. UFC uses the proceeds from these
loans to provide vault cash to the ATMs. We also assume the risks of theft or
other shortages of cash from the ATMs funded by UFC. As of July 31, 2003, UFC
had total assets of $2,024,307 (unaudited).
NOTE 5: PURCHASE COMMITMENT
As of July 21, 2003, we entered into a purchase agreement to acquire 63
ATMs from a bank for $118,584. The agreement requires an initial payment of
$63,459, which has been recorded as a noncurrent asset at July 31, 2003. The
remaining purchase commitment totaling $55,125 was paid subsequent to July 31,
2003 when the ATM purchase transaction was consummated.
Item 2. Management's Discussion and Analysis or Plan of Operation Overview
Overview
We are engaged in operating 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. Debit
and credit cards are principally issued by banks and credit card companies. As
of July 31, 2003, our network had 720 ATMs, consisting of 695 ATMs owned by us,
16 ATMs owned by banks and nine ATMs owned by third party merchants. See "Recent
Developments in Our Business." ATMs located in our network are concentrated in
Kansas, Maryland, Missouri, and Texas and distributed in other states throughout
the United States.
On September 19, 2002, we amended our arrangement with a large discount
retailer, allowing us to place ATMs in 212 additional stores in the eastern half
of the United States. These ATMs were installed as of November 30, 2002.
Approximately 53 of these locations were terminated in connection with the
closing by the retailers of low performing stores. In July 2003, we acquired an
additional 63 ATMs as discussed under "Recent Developments in Our Business", but
these ATMs were not operational until after the end of the fiscal quarter. As of
July 31, 2003, we had 333 ATMs placed in stores of this retailer. During the
fourth quarter of the fiscal year ended January 31, 2002, we entered into a
contract to place approximately 101 ATMs in the stores of a combination
convenience store and gas station operator. The ATMs were placed in these stores
by December 31, 2001. See "--Significant Relationships."
8
To promote usage of ATMs in our network, we have 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. We have relationships with Cirrus and Plus, the two principal
national card organizations, and Star, the dominant card organization in our
markets. Each of these organizations consists of members who are banks, ATM
network operators and other companies sponsored by member banks. We also have
relationships with major credit card issuers such as Visa, MasterCard and
Discover, which enable the holder of a credit card to use ATMs in our network to
process a transaction.
Revenue Sources
Transaction Fees. Our revenues are principally derived from two types of
fees, which we charge for processing transactions on our ATM network. We receive
an interchange fee from the issuer of the credit or debit card for processing a
transaction when a cardholder uses an ATM in our network. In most cases, we
receive a surcharge fee from the cardholder when the cardholder makes a cash
withdrawal from an ATM in our network. For more details, see
"--Interchange/Surcharge Fees" below.
ATM Network Management Services. In addition to revenues derived from
interchange and surcharge fees, we also derive revenues from providing network
management services to banks and third parties owning ATMs included in our 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.
Banks may choose whether to limit transactions on their ATMs to cards issued by
the bank or to permit acceptance of all cards accepted on our network. The fees
for these services are paid by the owners of the ATMs.
Other Services. Our network has capabilities to earn revenues for services
in addition to cash withdrawal and balance inquiry transactions. These include
(i) the ability to distribute financial and other products and services at a low
incremental cost, (ii) the ability to dispense postage stamps, coupons and
prepaid calling cards, (iii) the ability to provide on screen advertising, and
(iv) the provision of on-line point of sale authorization for purchases made at
retail outlets with credit and debit cards. In addition, a majority of our ATMs
are upgradable for new technologies, including computer chip "smart cards."
Smart cards are electronic debit cards that can be used to withdraw cash from
ATMs and can be "charged up" through the ATM network and then used to purchase
goods from retail locations. We are exploring the viability of these uses and
may implement additional services as markets develop.
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 for cash
withdrawals, balance inquiries, account transfers or uncompleted transactions,
the primary types of transactions that are currently processed on ATMs in our
network. The maximum amount of the interchange fees is established by the
national and regional card organizations and credit card issuers with whom we
have a relationship. We (or our affiliate, Universal Funding Corporation
("Funding")), receive the full interchange fee for transactions on ATMs we own,
but sometimes we rebate a portion of the fee to the owner of the ATM location
under the applicable lease for the ATM site. We also receive the full
interchange fee for transactions on ATMs owned by banks or third party vendors
included within our network, but we rebate a portion of each fee to the bank or
third party vendor based upon negotiations between us. The interchange fees
received by us 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 us 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
9
transactions through our network range from zero to as much as $2.50 per
transaction. We do not receive any portion of these service fees.
In most markets we impose a surcharge fee for cash withdrawals. We
expanded our 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. Surcharge fees have become a substantial additional source of
revenue for us and other ATM network operators. The surcharge fee for ATMs in
our network owned by or located in banks ranges between $0.50 and $1.50 per
withdrawal. The surcharge fee for other ATMs in our network ranges between $0.50
and $2.50 per withdrawal. We receive the full surcharge fee for cash withdrawal
transactions on ATMs that we own, but sometimes we rebate a portion of the fee
to the owner of the ATM location under the applicable lease for the ATM site. We
also receive the full surcharge fee for cash withdrawal transactions on ATMs
owned by banks and third party vendors included within our network, but we
rebate 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.
Interchange fees are credited to us by networks and credit card issuers on
a daily or monthly basis, depending upon the party. Surcharge fees are charged
to the cardholder and credited to us by networks and credit card issuers on a
daily basis. We periodically rebate the portion of these fees owed to ATM owners
and owners of ATM locations. Fees for network management services are generally
paid to us on a monthly basis.
Comparison of Results of Operations for the Three Months and Six Months Ended
July 31, 2003 and July 31, 2002
REVENUES. Our total revenues decreased to $1,926,384 for the three months
ended July 31, 2003 from $2,050,525 for the three months ended July 31, 2002 and
decreased to $3,751,403 for the six months ended July 31, 2003 from $4,013,559
for the six months ended July 31, 2002. This decrease is due to a number of
factors, including the loss of two combination gas and convenience store
operators at the end of fiscal 2003 and the loss of two banking clients in first
quarter 2004. See Item 2: "Management's Discussion and Analysis or Plan of
Operation Overview--Recent Developments in Our Business." This decrease was
partially offset by increased revenues generated through the expansion of our
relationship with the operator of large discount retail stores and our
relationship with an operator of 101 combination convenience and gas station
stores. See Item 2: "Management's Discussion and Analysis or Plan of Operation
Overview--Significant Relationships."
Surcharge Revenues. Surcharge fees decreased to $1,351,922 or 70.2%
of total revenues for the three months ended July 31, 2003 from $1,487,825
or 72.6% of total revenues for the three months ended July 31, 2002 and
decreased to $2,578,541 or 68.7% of total revenues for the six months
ended July 31, 2003 from $2,876,164 or 71.7% of total revenues for the six
months ended July 31, 2002. The loss of surcharge revenue was primarily
due to a loss of clients as described above and was partially offset by an
increase in surcharge revenue from ATMs placed with a discount retailer
and the operator of combination convenience stores and gas stations as
described above. The number of ATMs in our network which charge a
surcharge fee increased to 718 as of July 31, 2003 from 659 as of July 31,
2002.
Interchange Revenues. Revenues derived from interchange fees
increased to $506,507 for the three months ended July 31, 2003 from
$489,279 for the three months ended July 31, 2002, and increased to
$1,015,444 for the six months ended July 31, 2003 from $990,361 for the
six months ended July 31, 2002. The increase in revenues for these
comparable quarters was primarily attributable to the maturing, in first
quarter 2004, of some of our newly-placed ATMs on which we impose
interchange fees.
Funding. Revenues received from Funding under a Management Agreement
between Funding and us were $16,787 for the three months ended July 31,
2003 and $5,839 for the six
10
months ended July 31, 2003 compared with revenues from Funding of $12,712
for the three months ended July 31, 2002 and $10,582 for the six months
ended July 31, 2002. See "--Revenue Sources." The number of ATMs which
received vault cash from Universal Funding decreased from 252 ATMs as of
July 31, 2002 to 108 ATMs as of July 31, 2003. The revenues earned by
Funding from interchange fees increased in the three months ended July 31,
2003 from the three months ended July 31, 2002, primarily as a result of a
one time positive adjustment to income of approximately $10,000 to correct
an error in recording Funding's interchange revenues. See "--Revenues from
Funding."
Network Management Fees. Our revenues from network management
services provided to banks and third parties decreased to $51,168 for the
three months ended July 31, 2003 from $60,909 for the three months ended
July 31, 2002 and increased to $151,579 for the six months ended July 31,
2003 from $136,452 for the six months ended July 31, 2002. This increase
is in large part in connection with recognizing positive processing
accruals occurring in the operation of our ATM network in the ordinary
course of business.
REVENUES FROM FUNDING. We have a relationship with our affiliate, Funding,
under which Funding provides vault cash for certain ATMs owned by us. At the
request of Funding, we lease all of these ATMs to Funding so that Funding may
protect its vault cash in the ATMs. At July 31, 2003 and 2002, Funding had vault
cash located in approximately 108 and 252 ATMs, respectively, owned by us.
We derive management fees from Funding pursuant to our Management
Agreement with Funding. Under the Management Agreement, Funding receives all
interchange fees for transactions processed on ATMs owned by us for which
Funding provides vault cash. In exchange for "driving" the ATMs leased to
Funding and providing accounting, maintenance and communication services, we
receive 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"), we reimburse Funding
for such amount.
Three Months and Six Months Ended July 31, 2003. The revenues
received by us from Funding under the Management Agreement were $16,787
and $5,839 for the three months and six months ended July 31, 2003. These
revenues equal Funding's "net income" under the Management Agreement for
the same period. Funding's "net income" of $16,787 for the three months
ended July 31, 2003 consisted of $103,829 in revenues from interchange
fees earned by Funding, less Funding's expenses in the amount of $80,767
and Funding's return on equity payment to shareholders of Funding in the
amount of $6,275. Funding's "net income" of $5,839 for the six months
ended July 31, 2003 consisted of $191,283 in revenues from interchange
fees earned by Funding, less Funding's expenses in the amount of $173,099
and Funding's return on equity payment to shareholders of Funding in the
amount of $12,345.
Three Months and Six Months Ended July 31, 2002. The revenues
received by us from Funding under the Management Agreement were $12,712
and $10,582 for the three months and six months ended July 31, 2002. These
revenues equal Funding's "net income" under the Management Agreement for
the same period. Funding's "net income" of $12,712 for the three months
ended July 31, 2002 consisted of $211,514 in revenues from interchange
fees earned by Funding, less Funding's expenses in the amount of $192,527
and Funding's return on equity payment to shareholders of Funding in the
amount of $6,275. Funding's "net income" of $10,582 for the six months
ended July 31, 2002 consisted of $402,400 in revenues from interchange
fees earned by Funding, less Funding's expenses in the amount of $379,472
and Funding's return on equity payment to shareholders of Funding in the
amount of $12,345.
COST OF REVENUES. Our total cost of revenues decreased to $1,647,720 and
$3,350,286 for the three months and six months ended July 31, 2003, respectively
from $1,706,958 and $3,388,219 for the
11
three months and six months ended July 31, 2002 respectively. The principal
components of cost of revenues are revenue producing salaries, telecommunication
services and transaction processing charges, interchange and surcharge rebates,
ATM site rentals, ATM maintenance and repairs, depreciation and amortization,
armored car service, and vault cash rental costs. The decrease in cost of
revenues is primarily attributable to decreased (a) transaction credits and
rebates to retail and bank clients, (b) telecommunication services, and (c)
depreciation and amortization. This decrease was partially offset by increases
in armored car service, vault cash rental costs, and network processing costs.
GROSS MARGIN. Gross profit as a percentage of revenues for the three
months and six months ended July 31, 2003 was 14.4% and 10.7%, respectively, and
for the three months and six months ended July 31, 2002 was 16.7% and 15.6%,
respectively. The decrease for the three months and six months ended July 31,
2003 was caused by a number of factors, including decreased revenues resulting
from the loss of two convenience store/gas station operators and two banking
clients and increased armored car service expenses and vault cash rental
charges. This decrease was partially offset by increased revenues generated
through the expansion of our relationship with the operator of large discount
retail stores and our relationship with the operator of 101 combination
convenience stores and gas stations and decreased overall cost of revenue. See
Item 2: "Management's Discussion and Analysis or Plan of Operation
Overview--Significant Relationships."
OPERATING EXPENSES. Our total operating expenses decreased to $361,929 and
$707,797 for the three months and six months ended July 31, 2003, respectively
from $418,571 and $819,455 for the three months and six months ended July 31,
2002, respectively. 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 and professional fees.
INTEREST INCOME. Through our subsidiary, Electronic Funds Transfer, Inc.
("EFT"), we extend short-term loans to Funding, which uses the proceeds to
provide vault cash for certain ATMs in our 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. Interest income primarily represents the interest paid by
Funding to us on the outstanding balance of these loans. As of July 31, 2003,
Funding paid interest on loans at rates between 2.5% and 9% per annum. Interest
income decreased to $623 and $1,300 for the three months and six months ended
July 31, 2003, respectively, from $6,584 and $18,687 for the three months and
six months ended July 31, 2002, respectively, because we extended few short-term
loans to Funding during the six months ended July 31, 2003.
NET INCOME OR LOSS BEFORE TAXES. We had a net loss of $108,532 or $0.027
per share for the three months ended July 31, 2003 compared to net loss of
$101,091 or $0.025 per share for the three months ended July 31, 2002. We had a
net loss of $339,539 or $0.083 per share for the six months ended July 31, 2003
compared to a net loss of $235,765 or $0.058 per share for the six months ended
July 31, 2002. The increased losses were attributable to the factors described
above.
INCOME TAXES. We paid no income taxes for the three months and six months
ended July 31, 2003, as a result of a loss. We have unused operating loss
carryforwards of approximately $3,500,000, which expire between 2005 and 2023.
Liquidity and Capital Resources
WORKING CAPITAL DEFICIT. At July 31, 2003, we had a working capital
deficit of $1,672,191, compared to a working capital deficit of $1,364,187 at
January 31, 2003. The ratio of current assets to current liabilities decreased
to .17 at July 31, 2003 from .22 at January 31, 2003.
FUNDING OF OPERATIONS. We have funded our operations and capital
expenditures from cash flow generated by operations, capital leases and
borrowings from lenders. Operating activities provided net cash of $191,537 for
the six months ended July 31, 2003 compared to $55,026 for the six months ended
12
July 31, 2002. Net cash provided by operating activities for the six months
ended July 31, 2003 consisted primarily of depreciation of $417,592, an increase
in accounts payable and accrued expenses of $93,291, a decrease in accounts
receivable of $25,693 and partially offset by a net loss of $339,539 and an
increase in prepaid expenses and other assets of $16,605. Net cash used in
investing activities was $78,775 for the six months ended July 31, 2003,
compared to net cash used in investing activities of $313,832 for the six months
ended July 31, 2002. The decrease in net cash used in investing activities
resulted primarily from a decrease in loans to Funding to provide vault cash.
Net cash used in financing activities was $121,604 for the six months ended July
31, 2003, compared to net cash used in financing activities of $265,203 for the
six months ended July 31, 2002. The decrease in the use of cash in connection
with financing activities results primarily from the receipt of the proceeds
from a note payable for $110,000 to a related party, which proceeds were used to
purchase 63 ATMs and for working capital. See "Recent Developments in Our
Business." We had cash and cash equivalents of $218,884 at July 31, 2003,
compared to cash and cash equivalents of $164,267 at January 31, 2003.
Much of our cash requirements relate to the need for vault cash for ATMs
owned by us. Funding currently provides vault cash for approximately 15% of
these ATMs. At July 31, 2003 and 2002, Funding had vault cash of approximately
$1,800,000 and $2,600,000, respectively, located in approximately 108 and 252
ATMs, respectively, owned by us. 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 our
subsidiary, EFT, we loan 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 we have cash available to lend to Funding. The outstanding
balance of the loans made by EFT to Funding at July 31, 2003 was zero and at
July 31, 2002 was $384,715. For more information regarding our relationship with
Funding, see"--Comparison of Results of Operations for the Three Months and Six
Months Ended July 31, 2003 and July 31, 2002--Revenues from Funding" and our
Annual Report on Form 10-KSB for the fiscal year ended January 31, 2003, Item 1,
"DESCRIPTION OF BUSINESS--Relationship with Universal Funding Corporation."
Certain of the ATMs owned by us are sponsored by banks. Vault cash for these
ATMs is supplied by the sponsoring bank. Vault cash for ATMs in our network that
are owned by banks and third party vendors is provided by the ATM owner.
Currently, we do not directly provide vault cash to any ATMs in our 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 approximately $617,000 was
outstanding as of July 31, 2003. In September 2002, we entered into
a new arrangement with Chart Bank, which 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 maintain cash in an account to allow Chart Bank to offset
losses of vault cash (see Note 2 to the Condensed Consolidated
Financial Statements). We also are required to pay a monthly service
fee on the outstanding amount equal to the Boston Federal Home Loan
Bank Classic Advanced One Year Regular Rate, plus a specified
percentage, and monthly "bank" 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 July 31, 2003, approximately $3,700,000 was
outstanding. We entered into a new arrangement with WSFS in August
2002. The WSFS arrangement has a one-year term and may be terminated
by WSFS at any time upon breach by us and upon the occurrence of
certain other events. This arrangement automatically renewed in August
2003. Under this arrangement, we are required to maintain cash in an
account to allow WSFS to offset losses of vault cash (see Note 2 to
the Condensed Consolidated Financial Statements). We also are required
to pay a monthly service fee on the outstanding amount equal to the
prime rate of interest, plus a specified percentage, and monthly
"bank" fees.
13
o First Mariner Bank of Baltimore. Under our arrangement regarding
the combined convenience stores and gas stations, First Mariner Bank
provides vault cash (approximately $1.5 million) for all 101 ATMs
placed under that arrangement. This arrangement has a five 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.
First Mariner Bank also provides vault cash for certain ATMs in our
network. As compensation for this arrangement, First Mariner Bank
shares in a portion of the surcharge fees earned in connection with
these ATMs.
o Horizon National Bank. Under a vault cash arrangement executed in
September 2002, Horizon National Bank has agreed to provide vault cash
of up to $1,500,000 for certain new ATMs and the ATMs located in the
Kansas City area. As of July 31, 2003, approximately $1,500,000 was
outstanding. This new arrangement has a one year term and after such
one year may be terminated by either party for any reason after 60
days 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.
o First Premier Bank. In July 2003, we entered into an arrangement
with First Premier Bank, which currently allows us to obtain vault
cash (which does not specify a limit). As of July 31, 2003,
approximately $300,000 was outstanding. This arrangement has an
initial term of one year. It may be renewed for successive three
year terms, and may be terminated by First Premier Bank at any time
upon breach by us and upon the occurrence of certain other events.
Under this arrangement, we are required to maintain cash in an
account to allow First Premier Bank to offset losses of vault cash
(see Note 2 to the Condensed Consolidated Financial Statements).
We also are required to pay a monthly service fee on the outstanding
amount equal to the prime rate of interest, plus a specified
percentage, and monthly "bank" fees.
As a result of certain factors discussed below, 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, the loss of two
combination convenience and gas store operations at the end of 2003 and the loss
of certain banking clients, increased competition and a slight decline in
revenue. We also owe approximately $71,000 in arrears under our ATM Master Lease
Agreement with GATX Technology (formerly Dana Commercial Credit Corporation),
but we are negotiating with the lessor to resolve this arrearage. See Part II,
Item 3--"Default Upon Senior Securities."
In July 2003, Mr. Bonsal loaned us a total of $125,000 to purchase 63 ATMs
and to provide some additional working capital in exchange for a secured
short-term note payable in the amount of $110,000 and an unsecured and
subordinated short-term note payable in the amount of $15,000, both of which are
accruing interest at a rate of 6.5% per year. See "-- Recent Developments in Our
Business". The unsecured and subordinated promissory note reduced Mr. Bonsal's
commitment under the line of credit, discussed below, by $15,000.
As newly-placed ATMs mature, such ATMs generally experience increased
activity and generate increased revenues. In addition, we have undertaken
measures to increase revenues by looking for opportunities to replace lost
customers and to reduce our expenses by streamlining and reducing workforce
expenditures and renegotiating vendor contracts. To provide additional
liquidity, David Bonsal, our Chairman of the Board and Chief Executive Officer,
signed a commitment letter in May 2003 agreeing to maintain a $300,000 line of
credit for our use if needed of which $285,000 currently remains available. The
amount of this line will be reduced each quarter by $25,000 if certain
conditions are met. Mr. Bonsal may also convert amounts owed under the line of
credit into common stock or subordinated debt. We believe that as a result of
these factors cash flow from operations and cash available under the line of
credit will be sufficient to fund operations. If cash flow and cash available
under the line of credit is not sufficient to fund our operations, we may be
required to seek additional sources of financing. If any
14
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.
Recent Developments in Our Business
Expansion of Network. In July 2003, we committed to purchase 63 ATMs in
place from a bank that operated these ATMs in the stores of a large discount
retailer. The ATMs are in stores located in the western half of the United
States with concentrations in Arizona, California and Nevada. The acquisition
was funded with a loan from our Chairman of the Board and Chief Executive
Officer.
Status of certain ATMS removed from sites of former convenience store
clients. During the fiscal year ended January 31, 2003, two operators of
combination convenience stores and gas stations terminated their relationship
with us effective as of January, 2003. See our Annual Report on Form 10-KSB for
fiscal year ended January 31, 2003-Item 6 "MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATIONS--Trends--Loss of Clients." We removed 94 ATMs from these
operators' convenience store sites. In August 2003, we reached an agreement with
a lessor to purchase 42 of these ATMs for cash, termination of the lease and
release of all obligations under the lease. Upon consummation of this
acquisition, we will own approximately 70 of the removed ATMs. As of July 31,
2003, some of the removed ATMs had been redeployed. Five of the removed ATMs
were under lease with Diebold Credit Corporation and have been returned. The
remaining removed ATMs are still under lease with GATX Technology (formerly Dana
Commercial Credit Corporation) and we plan to return them over the next few
months when the lease expires.
Loss of banking clients. During first quarter 2004, ATM management
servicing contracts we had with two banks were terminated. A competitor of ours
that has the capability to provide both back office services and ATM management
services has taken over the ATM management servicing for these two banks.
Significant Relationships
During the fourth quarter of fiscal 2002, we entered into a contract to
place approximately 101 ATMs in the stores of a combination convenience store
and gas station operator. The ATM site lease agreement expires in October 2006
and may be terminated before the end of the lease term under certain
circumstances. The aggregate revenues from this operator accounted for
approximately 18% and 14% of our revenues in six months ended July 31, 2003 and
fiscal year 2003, respectively.
We also have a relationship with a retailer for whom approximately 333
ATMs have been installed at various locations as of July 31, 2003. The ATM site
lease agreement with this retailer expires in October 2005 and the site owner
has the right to terminate the lease before the end of the lease term under
certain circumstances. The aggregate revenues from this retailer accounted for
approximately 38% of our revenues in six months ended July 31, 2003, 21% of our
revenues in fiscal year 2003 and 13% of our revenues in fiscal year 2002.
Impact of Inflation and Changing Prices
While subject to inflation, we were not impacted by inflation during the
past two fiscal years in any material respect.
15
<page>
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 our management
or Board of Directors, including plans or objectives relating to our products or
services (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. Our 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 our ability to
impose surcharge fees, and continued customer willingness to pay
surcharge fees;
o Our ability to form new strategic relationships and maintain existing
relationships with issuers of credit cards and national and regional
card organizations;
o Our ability to expand our ATM base and transaction processing
business;
o The availability of financing at reasonable rates for vault cash and
for other corporate purposes, including funding our expansion plans;
o Our ability to maintain our existing relationships with an operator of
combination convenience stores and gas stations at which we maintain
101 ATMs as of July 31, 2003 and a retailer for whom approximately 333
ATMs have been installed as of July 31, 2003;
o Our ability to keep our 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 us;
o Our ability to maintain our ATMs and information systems technology
without significant system failures or breakdowns;
o Our ability to comply with regulatory requirements of the Federal
Deposit Insurance Corporation, the Office of the Comptroller of the
Currency and the Federal Reserve Board;
o The extent of vault cash losses from certain ATMs funded by Universal
Funding Corporation for which we do not maintain insurance;
16
o Our ability to develop new products and enhance existing products to
be offered through ATMs, and our ability to successfully market these
products;
o Our ability to identify suitable acquisition candidates, to finance
and complete acquisitions and to successfully integrate acquired
assets and businesses into existing operations;
o Our ability 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. We do not undertake to publicly update or correct any of these
forward-looking statements in the future.
Item 3. Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rule
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended)
that are designed to ensure that information required to be disclosed in our
reports under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms, and that such information
is accumulated and communicated to our management, including our Chief Executive
Officer (who also serves as the principal financial officer), as appropriate, to
allow timely decisions regarding required disclosures. Any controls and
procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives. Our
management, with the participation of our Chief Executive Officer (who also
serves as the principal financial officer), has evaluated the effectiveness of
the design and operation of our disclosure controls and procedures as of July
31, 2003. Based upon that evaluation and subject to the foregoing, our Chief
Executive Officer (who also serves as the principal financial officer) concluded
that the design and operation of our disclosure controls and procedures provided
reasonable assurance that the disclosure controls and procedures are effective
to accomplish their objectives.
In addition, there has been no change in our internal control over
financial reporting during the quarter ended July 31, 2003 that has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
See the summary included in Item 1 "Financial Statement--Notes to
Condensed Consolidated Financial Statements Six Months Ended July 31,
2003--Note 3."
Item 3. Defaults Upon Senior Securities
Section 11 of our Master Lease Agreement with the lessor of ATMs, GATX
Technology (formerly Dana Commercial Credit Corporation) states that if, among
other things, we fail to make any payment, of rent or otherwise when due under
the Master Lease Agreement, lessor shall have the right to exercise any one or
more of the remedies set forth in the Master Lease Agreement. Our total
obligation to the lessor as of July 31, 2003 is approximately $338,000. We
currently owe approximately $71,000 in arrears under this Master Lease
Agreement, but are negotiating with the lessor to resolve this arrearage.
17
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
We did not file any reports on Form 8-K during the quarter ended
July 31, 2003.
18
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: September 15, 2003 By: /s/ David S. Bonsal
-------------------------------------
David S. Bonsal
Chairman of the Board, Chief
Executive Officer, Principal
Financial and Accounting Officer
19
INDEX TO EXHIBITS
-----------------
Exhibit
Number Description
3.1* Articles of Incorporation of Universal Money Centers, Inc., as
amended
3.2** Amended and Restated Bylaws of Universal Money Centers, Inc.
4.1** Promissory Note dated June 3, 1996 issued by Universal Money
Centers, Inc. to Bank 21 (formerly The Farmers State Bank)
4.2** Business Loan Agreement dated June 3, 1996 between Universal
Money Centers, Inc. and Bank 21 (formerly The Farmers State Bank)
4.3** Promissory Note dated August 26, 1996 issued by Universal Money
Centers, Inc. to Bank 21 (formerly The Farmers State Bank)
4.4** Business Loan Agreement dated August 26, 1996 between Universal
Money Centers, Inc. and Bank 21 (formerly The Farmers State Bank)
4.5** Commercial Security Agreement dated August 26, 1996 between
Universal Money Centers, Inc. and Bank 21 (formerly The Farmers
State Bank)
4.6*** Promissory Note dated April 9, 1998 issued by Universal Money
Centers, Inc. to Bank 21 (formerly The Farmers State Bank)
4.7*** Negative Pledge Agreement dated April 9, 1998 between Universal
Money Centers, Inc. and Bank 21 (formerly The Farmers State Bank)
4.8*** Commercial Security Agreement dated April 9, 1998 between
Universal Money Centers, Inc. and Bank 21 (formerly The Farmers
State Bank)
4.9**** Promissory Note dated February 1, 2000 issued by Universal Money
Centers, Inc. 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 Universal Money Centers,
Inc., Funding, David S. Bonsal, John L. Settles and William
Smithson
10.2** Addendum dated August 29, 1989 among Universal Money Centers,
Inc., Funding, David S. Bonsal, John L. Settles and William
Smithson
10.3** Letter Agreement dated June 12, 1997 between Universal Money
Centers, Inc. and Funding
10.4** Master Equipment Lease Agreement dated October 18, 1996 between
Universal Money Centers, Inc. and Newcourt Communications Finance
Corporation (formerly AT&T Credit Corporation)
20
10.5** Master Equipment Lease Agreement Schedule dated December 30,
1996, between Universal Money Centers, Inc. and Newcourt
Communications Finance Corporation (formerly AT&T Credit
Corporation)
10.6** Master Equipment Lease Agreement Schedule dated October 30, 1996,
between Universal Money Centers, Inc. and Newcourt Communications
Finance Corporation (formerly AT&T Credit Corporation)
10.7** Master Equipment Lease Agreement Schedule dated February 28,
1997, between Universal Money Centers, Inc. and Newcourt
Communications Finance Corporation (formerly AT&T Credit
Corporation)
10.8 Master Lease Agreement dated February 28, 1998 between Universal
Money Centers, Inc. 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 Universal Money
Centers, Inc. 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 Universal
Money Centers, Inc. 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 Universal
Money Centers, Inc. 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 Universal
Money Centers, Inc. 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 Universal Money Centers,
Inc. 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 Universal Money Centers,
Inc. 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 Universal Money Centers, Inc. 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 Universal Money Centers, Inc. 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)
21
10.17 ATM Sublease January14, 2000 among Nationwide Money Service,
Inc., Universal Money Centers, Inc., 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 Universal Money Centers,
Inc. 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
Universal Money Centers, Inc. and David S. Bonsal
10.20**** Restricted Stock Agreement dated January 12, 2001 between
Universal Money Centers, Inc. 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)
10.23 Commitment Letter dated May 16, 2003 from David Bonsal in favor of
Universal Money Centers, Inc. (incorporated by reference from
Exhibit 10.23 to our Annual Report on Form 10-KSB for the year
ended January 31, 2003)
10.24 Secured Promissory Note dated July 28, 2003 from Universal Money
Money Centers, Inc. to David S. Bonsal in the amount of $110,000.00.
21** Subsidiaries of the Registrant
31.1 Certification of Chief Executive Officer and Principal Financial
Officer of Universal Money Centers, Inc. dated September 15, 2003
32.1 Certification of Chief Executive Officer and Principal Financial
Officer of Universal Money Centers, Inc. dated September 15,
2003, which is accompanying this Quarterly Report on Form 10-QSB
for the quarter ended July 31, 2003 and is not treated as filed
in reliance on the SEC's final rule, SEC Release No. 33-8238.
* Incorporated by reference from the exhibit to our 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 our 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 our 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 our Annual Report on
Form 10-KSB for the fiscal year ended January 31, 2001 which bears the
same exhibit number.
22