SECURITIES AND EXCHANGE COMMISION
WASHINGTON DC 20549
FORM 8-K/A
AMENDMENT #4
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: June 5, 2002
(Date of earliest event reported)
INTREPID TECHNOLOGY & RESOURCES, INC.
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(Exact Name of Registrant as Specified in its Charter)
Idaho 000-30065 82-0230842
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(State of Incorporation) (Commission File No.) (I.R.S. Employer
Identification #
501 Broadway Suite 200 Idaho Falls, Idaho 83402
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(Address and Zip Code of the Principal Executive Offices)
Registrant's telephone number including area code: (208) 529-5337
FKA: IRON MASK MINING COMPANY, INC.
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656 Cedera Street, Ponderay, Idaho 83852.
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(Former Name and Address)
(208) 529-5337
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(Registrants telephone number, including area code)
Indicate by a check mark whether Registrant (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.
YES [X] NO [ ]
EXPLANATION OF AMENDMENT #4
---------------------------
The Registrant, Intrepid Technology & Resources, Inc., (the "Company"), received
a letter from the Securities and Exchange Commission dated February 27, 2004.
The Commission made comments and requested the registrant change amendment #3 of
the Report on 8-K dated February 19, 2004 to correct the income and include the
transaction costs of the merged companies. This amendment 4 makes the necessary
changes to the pro forma financial statements and deletes Note 3.
EXPLANATION OF AMENDMENT #2 dated June 13, 2003
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The Registrant received a letter from the Securities and Exchange Commission
dated April 14, 2003. The Commission made comments and requested financial
statements to be included for the acquired company. Amendment 2 made those
changes.
EXPLANATION OF AMENDMENT #1 dated June 11, 2002
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The Registrant filed an initial report on Form 8-K on April 8, 2002 with the
Securities and Exchange Commission. That report amended Item2 and Item 7.,
Financial Statements and Exhibits, to include the historical, pro forma, and
other required financial statements for the merger of Intrepid Engineering
Services Inc. and Western Technology and Management Inc. within 75 days of March
25, 2002, the date the initial report on Form 8-K was required to be filed.
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On March 25, 2002, the Company was created by merging with Intrepid Engineering
Services, Inc., an Idaho corporation ("IES"), Western Technology and Management,
Inc., an Idaho corporation ("WTM"), and Iron Mask Mining Company (IMKG). The
merger was accounted for as a capital transaction with IES as the accounting
acquiror. The accounting for this type of transaction is identical to a reverse
merger except that no goodwill or intangible assets are recorded. Subsequent to
the merger the name was changed to Intrepid Technology and Resources, Inc.
The consideration paid in connection with the merger, determined through
arms-length negotiations between executive management resulted in IMKG issuing
24,915,975 million shares of its common stock for the shares of WTM and IES. As
a result of the merger WTM and IES shareholders own 25% and 6%, respectively,
of the outstanding shares of stock.
ITEM 7. FINANCIAL STATEMENTS, PRO-FORMA INFORMATION AND EXHIBITS
The following unaudited pro forma combined condensed financial information of
the Registrant relating to the reverse merger include:
(a) Pro Forma Combined Financial Statements
Pro Forma Combined Balance Sheet December 31, 2001 . . . . . . . . II-2
Pro Forma Combined Statement of Operations at December 31, 2001. . II-3
Notes to Pro Forma Combined Financial Statement. . . . . . . . . . II-4
II-1
These financial statements do not purport to be indicative of the combined
results of operations of Iron Mask Mining Company (IMKG), Western Technology and
Management, Inc. (WTM) and Intrepid Engineering Services, Inc. (IES), that might
have occurred had the purchase been completed on such dates, nor are they
indicative of future results of operations. Other adjustments may be recorded
based upon information to be received in the future and may have a significant
impact on total assets, total liabilities, cost of operations, depreciation and
amortization, and other expense accounts.
These pro forma adjustments do not reflect possible costs related to regulatory
compliance matters, integration or certain abandonment of assets, all of which
could result in additional future charges. Any purchase accounting adjustments,
or related costs and possible charges arising from the purchase of Intrepid may
materially impact the Company's future combined financial position and combined
financial results of operations. These pro forma financial statements do not
give effect to possible future sales of assets or certain of the operations or
to any cost savings or other benefits of the business combination, which may
result from the integration of Iron Mask and Intrepid.
The unaudited pro forma combined financial statements should be read in
conjunction with the notes to the unaudited pro forma combined financial
statements, the historical consolidated financial statements of IMKG and related
notes as previously filed with the Securities and Exchange Commission and
incorporated herein.
II-2
PRO FORMA COMBINED BALANCE SHEETS
AS OF DECEMBER 31, 2001
($ IN WHOLE DOLLARS EXCEPT PER SHARE AMOUNTS)
UNAUDITED
HISTORICAL
---------------------------------- PRO FORMA PRO FORMA
IES WTM IMKG ADJUSTMENT COMBINED
---------- -------- ------------ ------------ ------------
ASSETS
Current assets:
Cash $ 51,115 $15,845 $ 96 $ -- $ 67,056
Accounts receivable 305,439 -- -- -- 305,439
Prepaids -- -- 120,000 -- 120,000
Milestone accounts receivable 100,000 -- -- -- 100,000
---------- -------- ------------ ------------ ------------
Total current assets 456,554 15,845 120,096 -- 592,495
Fixed assets:
Property and equipment 51,298 -- 2,800 -- 54,098
Less accumulated depreciation (16,817) -- (743) -- (17,560)
---------- -------- ------------ ------------ ------------
Net fixed assets 34,481 2,057 -- 36,538
Other assets
Mineral rights -- -- 3,873,456 (150,000) a 3,723,456
Goodwill-Flo Rite 15,895 -- -- -- 15,895
---------- -------- ------------ ------------ ------------
TOTAL ASSETS $ 506,930 $15,845 $ 3,995,609 $ (150,000) $ 4,368,384
========== ======== ============ ============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 78,202 -- $ 36,703 -- $ 114,905
Accounts payable related party -- -- 2,243 -- 2,243
Accrued wages 50,417 -- -- -- 50,417
Payroll taxes 33,484 -- -- -- 33,484
Notes payable shareholders 56,434 -- -- -- 56,434
Bank line of credit 199,779 -- -- -- 199,779
Loans payable short term 48,824 -- 150,000 $ (150,000) b 48,824
Deferred compensation 100,000 -- -- -- 100,000
Accrued vacation 45,311 -- -- -- 45,311
---------- -------- ------------ ------------ ------------
Total current liabilities 612,451 -- 188,946 (150,000) 651,397
Long-term liabilities
Loans payable 17,197 -- -- -- 17,197
---------- -------- ------------ ------------ ------------
Total long-term liabilities 17,197 -- -- -- 17,197
Shareholders' equity
Common stock IES & WTM zero par
value, IMKG $.005 par value
77,569,675 issued and outstanding 9,070 $16,120 985,140 (622,482) c 387,848
Additional paid in capital -- -- 4,277,604 (467,318) d 3,810,286
Accumulated deficit (131,788) (275) (1,456,081) 1,089,800 e (498,344)
---------- -------- ------------ ------------ ------------
Total shareholders' equity (122,718) 15,845 3,806,663 -- (3,699,790)
---------- -------- ------------ ------------ ------------
TOTAL LIABILITIES AND EQUITY $ 506,930 $15,845 $ 3,995,609 $ (150,000) $ 4,368,384
========== ======== ============ ============ ============
II-3
PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2001
($ IN WHOLE DOLLARS EXCEPT PER SHARE AMOUNTS)
UNAUDITED
HISTORICAL
------------------------------ PRO FORMA PRO FORMA
IES WTM IMKG ADJUSTMENT COMBINED
---------- ------ ---------- ---------- -----------
Revenue $1,874,572 $ -- $ 5 -- $1,874,572
Expense
Salary 1,091,756 -- -- -- 1,091,756
Subcontracts 406,037 -- 58,509 -- 464,546
Operating expense 294,323 275 302,207 -- 596,805
Depreciation 9,500 -- 743 -- 10,243
Interest 21,051 -- 4,827 -- 25,878
---------- ------ ---------- ---------- -----------
Total Expense 1,822,667 275 366,286 -- 2,189,228
Net income before income taxes 51,905 -- (366,281) -- (314,651)
Provision for income taxes (benefit) -- -- -- -- --
---------- ------ ---------- ---------- -----------
Net income (loss) $ 51,905 $(275) $(366,281) -- $ (314,651)
========== ====== ========== ========== ===========
Net income (loss) to common shareholders
$ 51,905 $(275) $(366,281) -- $ (314,651)
========== ====== ========== ========== ===========
Weighted average shares 56,330,512
Basic earnings (loss) per share $ (.0056)
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Diluted earnings per share $ --
===========
Book value per share $ (.0003)
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II-4
NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS
NOTE 1. INTREPID ENGINEERING SERVICES HISTORICAL.
The historical balances represent the balance sheet and results of operations
for IES as of each period indicated as previously reported in the historical
consolidated financial statements of IES.
NOTE 2. WESTERN TECHNOLOGY AND MANAGEMENT HISTORICAL.
Western Technology and Management Inc. had a limited balance sheet and
operations. The Company consisted of a group of individuals intending to develop
a renewable alternative energy business plan. WTM was a part of the merger and
the founders became the executive management team of the new entity Intrepid
Technology and Resources, Inc.
NOTE 3. PRO FORMA ADJUSTMENTS.
The pro forma adjustments were made to reflect the capital transaction and to
reflect the acquisition as if it had occurred as of January 1, 2001. The pro
forma adjustments related to the merger give effect to removing the value of the
mineral rights from the balance sheet. According to the SEC's Industry Guide 7,
the requirements outlined in the Guide does not allow for this asset to be
classified as a reserve and therefore no value can be assessed to the asset.
See Note a), below.
IES has made an adjustment to remove all of the short-term loans related to the
Garnett mineral rights that were extinguished at the time of the merger. See
note b), below.
IES also made adjustments to the common stock, and additional paid in capital
account to record the capital transaction. IMKG issued 24,915,975 common
shares, $.005 par value for the outstanding zero par value shares of IES and
WTM. The result of the transaction was a combined common stock value of
$387,848 and $3,810,286 additional paid in capital. See notes c), and d) below.
The retained earnings deficit was adjusted to show the effect of the combined
companies as though they existed for the year 2001. See note e).
IES will consider future operational activities and results to determine if
appraisals to both asset and liability accounts are required due to
circumstances which may arise in the ordinary course of business. Other
adjustments may be recorded based upon information to be received in the future
and may have a significant impact on total assets, total liabilities, cost of
operations, depreciation and amortization, and other expense accounts.
These pro forma adjustments do not reflect possible costs related to
environmental matters, litigation liabilities, regulatory compliance matters,
integration or certain abandonment of assets, all of which could result in
additional future charges. Any accounting adjustments, or related costs and
possible charges arising from the merger may materially impact the Company's
future combined financial position and combined financial results of operations.
These pro forma financial statements do not give effect to possible future sales
of assets or certain of the operations or to any cost savings or other benefits
of the business combination, which may result from the integration of IES, WTM
and IMKG.
The pro forma adjustments reflected in the pro forma combined financial
statements give effect to the following (in thousands):
a). Mining Rights To correct the value of the mineral and surface rights associated with the
Garnett and Copper Cliff properties in Montana, to be $3,723,456, by
removing the $150,000 mineral rights option and related note payable, which
has no value option until exercised. The total adjustment is $150,000.
b). Short term Loans Payable To eliminate the $150,000 mineral rights option and related note payable,
which had no value option until exercised
c). Common Stock To reduce the common stock account to match the valuation of the number
of shares outstanding at the assigned par value of $.005
d). Additional Paid in Capital To reduce the equity of the Company by the amount of the mining rights and
the corresponding adjustment to common stock
e). Accumulated deficit To adjust the combined entities accumulated deficit as of December 31,
2001.