SECURITIES AND EXCHANGE COMMISION
WASHINGTON DC 20549
FORM 8-K/A
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: June 5, 2002
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(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 No.)
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
Iron Mask Mining Company, Inc.
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656 Ceders Street, Ponderay, Idaho 83852.
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(Former Name and Address)
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
The Registrant, Intrepid Technology and Resources, Inc. ("The Company"), filed
an initial report on Form 8-K on April 8, 2002 with the Securities and Exchange
Commission. This report amends Item 2 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 Management Inc.within 75 days of March 25, 2002 the date the initial
report on Form 8-K was required to be filed.
Item 7. Financial Statements, Pro-Forma Information and Exhibits
(a) Pro Forma Combined Financial Statements
Pro Forma Combined Balance Sheet December 31, 2001
Pro Forma Combined Statement of Operations at December 31, 2001
Notes to Pro Forma Combined Financial Statement
(b) Financial Statements for Intrepid Engineering Services, Inc.
Report of Independent Auditors
Balance Sheet as of December 31, 2001 Statement of Operations for
December 31, 2001 Statement of Shareholder's Equity for December 31,
2001 Statement of Cash Flows for December 31, 2001 Notes to Financial
Statements
These financial statements do not purport to be indicative of the combined
results of operations of Iron Mask Mining Company (Iron Mask) and Intrepid
Engineering Services, Inc. (Intrepid), that might have occurred had the Intrepid
acquisition 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 Iron Mask and
related notes as previously filed with the Securities and Exchange Commission
and incorporated herein.
Intrepid Engineering Services, Inc. (IES, Inc.), Iron Mask Mining Company, Inc.
(IMMC, Inc.) and Intrepid Technology and Resources, Inc. (ITR, Inc.) Pro Forma
Balance Sheets and Statement of Operations for June 30, 2001 and December 31,
2001.
Pro Forma IES, INC. IMMC, Inc. ITR, Inc.
Statement of Operations
6/30/01 (Unaudited) 6/30/01 Pro Forma Merger (Unadited) 6/30/01
------------------- ------- ---------------- ------------------
Adj.
Sales $866,617 $24 $ 866,641
Salary Expenses -472,147 0 -472,147
Subcontracts -206,025 0 -206,025
Operating Expenses -121,571 -73,645 -195,216
(5,910,650)
Write down of R&D a (5,910,650)
Deperciation Expenses -5,122 -400 -5,522
Interest Expenses -7,041 -2,956 -9,997
Other income -5,481 0b 1 -5,480
------ - - ------
Net Income $49,230 ($76,977) (5,910,649) ($5,938,396)
======= ========= =========== ============
Earning Per Share $0.00 ($0.00) ($0.13)
Shares outstanding 22,187,316 47,187,317
a. Write down of research and development under section 121.
b.Rounding of $1 to balance.
IES, Inc. IMMC, Inc ITR, Inc.
Pro Forma Balance Sheet
Pro Forma
6/30/01 Unaudited6/30/01 Adj. Unaudited6/30/01
------- ---------------- ---- ----------------
Assets
Current assets:
Cash 45,528.00 36.00 $ - 45,564.00
Investments
Accounts receivable 172,260.00 $ - 172,260.00
Pre-paid expenses
Milestone a/r 230,000.00 $ - 230,000.00
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Total current assets $447,788.00 $ 36.00 $ - $ 447,824.00
Fixed assets:
Property and equipment 34,760.00 2,800.00 a $26,920.00 64,480.00
Leasehold improvements
Equity and other investments - - - -
Less accumulated depreciation (11,597.00) (400.00) - (11,997.00)
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Net fixed assets $ 23,163.00 $ 2,400.00 $ - $ 52,483.00
Other assets
Goodwill Flor Rite 15,895.00 $ - 15,895.00
Merger Goodwill b $420,258.00 420,258.00
Lead King, Grant Hartford Load
Garnet,Paymaster,Am DE.
Total other assets 436,153.00
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Total assets $486,846.00 $ 2,436.00 $447,178.00 $ 936,460.00
====================================================================================================================================
Liabilities and owner's equity Current liabilities:
Accounts payable 18,358.00 47,878.00 $ - 66,236.00
Accrued wages 27,825.00 - $ - 27,825.00
Payroll Taxes 7,297.00 - $ - 7,297.00
Interest Payable 2,802.00 $ - 2,802.00
Notes Payable 10,344.00 $ - 10,344.00
Bank Line of Credit 146,775.00 - 146,775.00
Accounts payable Related Parties 8,856.00 $ - 8,856.00
Other 928.00 - $ - 928.00
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Total current liabilities $201,183.00 $ 69,880.00 $ - $ 271,063.00
Long-term liabilities
Deferred Income 230,000 0 $ - $ 230,000.00
loans payable 191,683.00 2,405.00 $ - 194,088.00
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Total long-term liabilities 421,683.00 2,405.00 $ 424,088.00
Owner's equity
Common Stock Par value $.005 837,091.00 c $125,000.00 962,091.00
authorized 100,000,00 shares,
Owner's equity
Common Stock Par value $0
authorized 1,000,000 shares, 9,070.00 d $ (9,070.00) -
Issued and outstanding
Additional Paid in Capital 215,936.00 e $6,241,898.00 6,457,834.0
Net Income 49,231.00 (76,977.00) f $(5,910,650.00) (5,938,396.00)
Retained Earnings (194,321.00) (1,045,899.00) (1,240,220.00)
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Total owner's equity $(136,020.00) $ (69,849.00) $ 205,280.00 (589.00)
Total liabilities $ 486,846.00 $ 2,436.00 $ 447,178.00 $ 936,460.00
and stockholder's Equity ======================================================================================
Notes to Pro Forma Adjustments
a. Recognition of additional asset value in Intrepid at merger
b. Merger goodwill attributable to research and development of Intrepid
c.Adjustment to commonstock
d.Eliminated Intrepid stock through merger
e.Additional paid in capital due to the value of the stock of Iron Mask Mining
Company at $.25 at the time of the merger.
f.Write down of research and development under section 121
Pro Forma
Statement of IES, INC IMMC, Inc.
Operations ITR, Inc.
Pro Forma
12/31/01 (Unaudited)12/31/2001 Adj. (Unaudited) 12/31/2001
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Sales $1,866,191 $2 $ 1,866,193
Salary Expenses -1,069,250 -1,069,250
Subcontracts -388,989 -388,989
Operating Expenses -294,323 -329,761 -624,084
Deperciation Expenses -9,500 -343 -9,843
Interest Expenses -21,051 -3,103 -24,154
Other income 1,254 1,254
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Net Income $84,332 ($333,205) ($248,873)
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Earning Per Share $0.00 ($0.02) ($0.00)
Shares of common stock outstanding 22,187,316 77,569,676
Pro Forma
Balance Sheet IES, Inc. IMMC,Inc. ITR, Inc.
Pro Forma
12.31.01 (Unaudited)12.31.01 Adj. (Unaudited)12.31.01
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Assets
Current assets:
Cash 51,115.00 $ 96.00 $ - 51,211.00
Investments
Accounts receivable 305,439.00 $ - 305,439.00
Pre-paid expenses $ 120,000.00 $ - $ 120,000.00
Milestone a/r 100,000.00 $ - 100,000.00
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Total current assets $ 456,554.00 $ 120,096.00 $ - $ 576,650.00
Fixed assets:
Property and equipment 51,298.00 $ 2,800.00 a $ 26,920.00 81,018.00
Leasehold improvement
Equity and other investments
Less accumulated depreciation (16,817.00) $ (743.00) $ - $ (17,560.00)
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Net fixed assets $ 34,481.00 $ 2,057.00 $ 63,458.00
Other assets
Goodwill merger b $ 420,258.00 $ 420,258.00
Goodwill Flor Rite 15,895.00 15,895.00
Lead King, Grant Hartford Load 150,000 $ - 150,000.00
Garnet,Paymaster,Am DE. 3,723,456 $ - 3,723,456.00
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Total other assets $ 3,873,456.00 4,309,609.00
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Total assets $ 506,930.00 $ 3,995,609.00 447,178.00 $ 4,949,717.00
===================================================================================================================================
Liabilities and owner's equity Current liabilities:
Accounts payable 75,607.00 36,703.00 - 112,310.00
Accrued wages 50,417.00 50,417.00
Payroll Taxes 33,484.00 33,484.00
Interest Payable
Notes Payable 56,434.00 56,434.00
Bank Line of Credit 199,779.00 199,779.00
Accured Vacation 45,311.00 45,311.00
Accounts payable Related Parties 160.00 150,000.00 - 150,160.00
Credit card 2,435.00 - 2,435.00
Other 2,243.00 - 2,243.00
Total current liabilities $ 463,627.00 188,946 - $ 652,573.00
Long-term liabilities
Deferred Income 100,000 100,000
loans payable 66,021.00 66,021.00
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Total long-term liabilities 166,021.00 166,021.00
Owner's equity
Common Stock Par Value $.005 985,140.00 c 125,000.00 1,110,140
100,000,000 shares authorized
Common Stock Par value $0 9,070.00 d (9,070.00) -
authorized 1,000,000 shares,
Issued and outstanding
Additional Paid in Capital 4,277,604.00 e 6,241,898.00 10,519,502.00
Net Income 84,332.00 (333,205.00) (248,873.00)
Retained Earnings (216,120.00) (1,122,876.00) f (5,910,650.00) (7,249,646.00)
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Total owner's equity $(122,718.00) $ 3,806,663.00 $ 447,178.00 $ 3,889,225.00
Total liabilities $ 506,930.00 $ 3,995,609.00 $ - $ 4,949,717.00
and stockholders Equity ================================================================================================
Notes to Pro Forma Adjustments
a. Recognition of additional asset value in Intrepid at merger
b. Merger goodwill attributable to research and development of Intrepid
c.Adjustment to commonstock
d.Eliminated Intrepid stock through merger
e.Additional paid in capital due to the value of the stock of Iron Mask Mining
Company at $.25 at the time of the merger. f.Write down of research and
development under section 121
INDEPENDENT AUDITORS' REPORT
To the Shareholder and Board of Directors
Intrepid Engineering Services, Inc.
We have audited the accompanying balance sheet of Intrepid Engineering Services,
Inc. as of December 31, 2001, and the related statements of operations,
shareholder's equity and cash flows for the year ended December 31, 2001. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audit in accordance with generally accepted auditing standards
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Intrepid Engineering Services,
Inc. as of December 31, 2001, and the results of their operations and their cash
flows for the year ended December 31, 2001 in conformity with generally accepted
accounting principles in the United States of America.
/s/ Balukoff, Lindstrom & Co., P.A.
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Boise, Idaho
May 31, 2002
INTREPID ENGINEERING SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001
Note 1. Summary of Significant Accounting Policies.
Company Operations
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The Company's primary operating activities include mechanical, environmental,
civil, electrical and hydro engineering services and project management. The
company provides engineering services and project management to the Department
of Energy, the Idaho National Engineering and Environmental laboratory and
private companies.
Cash equivalents. Cash equivalents are highly liquid investments with maturities
of three months or less when acquired.
Revenue Recognition. Revenues are recognized as services are performed.
Property and Equipment. Property and equipment are recorded at cost and
depreciated on straight-line method over estimated useful lives. Replacements
and major repairs of property and equipment are capitalized and retirements are
made when the useful life has been exhausted. Minor components and parts are
charged to expense as incurred.
Goodwill. The Company purchased Flor-Rite a HVAC company. Part of the
acquisition price was allocated to goodwill. Under SFAS 142 "Goodwill and Other
Intangible Assets," the Company is not required to amortize goodwill. On an
annual basis the Company will evaluate the fair value of the goodwill and will
adjust accordingly.
Use of Estimates. The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
the disclosure of contingent assets and liabilities at the date of the financial
statements as well as the reported amounts of revenue and expenses during the
reporting period. Actual results could differ from these estimates.
Credit Risk Concentration. Concentrations of credit risk with respect to
accounts receivable are believed to be limited due to the number,
diversification and character of the obligors and the Company's credit
evaluation process. Typically, the Company has not required collateral for such
obligations.
Income Taxes
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Income taxes are provided for the tax effects of transactions reported in the
financial statements and consist of taxes currently due. The Company has a net
operating loss carryforward from prior year operations which was offset the
current year operations resulting in no income tax expense for the current year.
The remaining net operating loss was not recorded as a deferred tax asset since
the net operating loss carryforward is not expected to be used as a result of a
subsequent merger.
New Accounting Pronouncements.
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The Financial Accounting Standards Board has recently issued Statement of
Financial Accounting Standards 143"Accounting for Asset Retirement Obligations"
144 "Accounting for the Impairment or Disposal of Long-Lived Assets" and 145
"Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement
No. 13, and Technical Corrections". Management believes the adoption of these
statements will have no material impact on the Company's financial statements.
Note 2 - LONG-TERM OBLIGATIONS
A summary of long-term obligations at December 31, 2001 is as follows:
Note payable to owners of Flo Rite, Inc. in monthly installments of $1,081,
including interest at 9 %, due May 31, 2004. It is unsecured.
$ 28,085
Less short term 10,888
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$ 17,197
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Maturities on these obligations for each of the next four years at December 31
are as follows:
2002 $ 10,888
2003 11,910
2004 5,287
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$ 28,085
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NOTE 3 - REVOLVING LINE OF CREDIT
The Company has available for borrowing a line of credit of $200,000 as of
December 31, 2001 and of which $199,776 was outstanding at December 31, 2001.
The line of credit bears interest at the prime rate plus 2%, expires April 15,
2001. The credit is secured by all business assets and personally guaranteed by
the principals of the company.
NOTE 4 - NOTES PAYABLE SHAREHOLDERS
The Company has several notes with shareholders of the Company. These notes are
demand notes with an interest rate of 10%.
NOTE 5 - SIGNIFICANT CUSTOMERS AND VENDORS
The Company recorded revenue from services provided to customers that exceeded
10 percent of total revenues as follows:
2001
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BWTX Bechtel Idaho, LLC $948,571
NOTE 6 - ACQUISITION OF FLO RITE Inc.
On April 25, 2001 the Company purchased Flo Rite, Inc., a HVAC contractor, that
specializes in testing HVAC systems. The Company paid $34,000 cash for vehicles
and equipment. Of the $34,000 purchase price $15,895 was allocated to goodwill.
NOTE 7 -SUBSEQUENT EVENTS
On March 25, 2002, the Company, acquired Intrepid Engineering Services
(Intrepid) and Western Technology and Management, Inc. (Western), pursuant to a
Stock Agreement (the "Agreement"). The acquisition was accounted for under the
purchase method. The Company issued 3,993,577 shares for the outstanding shares
of Intrepid and 21,006,424 shares for the outstanding shares of Western.
Pursuant to the Agreement, the Company acquired all of the authorized and issued
stock of Intrepid and Western, thereby obtaining ownership of all Intrepid and
Western assets and liabilities. The principal assets are cash, accounts
receivable, prepaid assets and deposits and goodwill. The Company also assumed
the liabilities including accounts payable, notes payable and deferred
compensation. The purchase price of 6,250,000 for Intrepid and Western was
allocated to the following assets: $118,089 cash, $439,151 in accounts
receivable and $0 of prepaid assets for a subtotal of $557,240 of current
assets. Other assets consisted of gross property plan and equipment of $45,229
of shareholder loans and $6,346,802 of goodwill.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
INTREPID TECHNOLOGY & RESOURCES, INC.
By: /s/ Dennis Keiser
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Dennis Keiser, President
Date: June 10, 2002