UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the nine months ended October 31, 1998
Commission File Number 1-13365
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INTERCORP EXCELLE INC.
(Exact name of registrant as specified in its charter)
Ontario, Canada N/A
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1880 Ormont Drive M9L 2V4
Toronto, Ontario, Canada (Zip Code)
(Address of principal executive offices)
(416) 744-2124
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
Redeemable Common Stock Purchase Warrants
(Title of Class)
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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 / /
State the number of shares outstanding of each of the issuer's classes
of common equity as of the latest practical date: December 14, 1998 - 4,107,500
common shares, no par value.
Transitional Small Business Disclosure Format (check one):
YES / / NO / X /
Page
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as at October 31, 1998 and January 31, 1998 1
Interim Consolidated Statements of Net Income for the three and nine months ended October 31, 2
1998 and 1997
Interim Consolidated Statements of Changes in Financial Position for the nine months ended 3
October 31, 1998 and 1997
Interim Consolidated Statements of Stockholders' Equity for the nine months ended October 31, 1998 4
Notes to Interim Consolidated Financial Statements 5 to 8
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 to 10
PART II. OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds 11
Item 6 Exhibits and reports Form 8-K 12
Signatures 13
INTERCORP EXCELLE INC.
Consolidated Balance Sheets
As of October 31, 1998 and January 31, 1998
(Amounts expressed in US Dollars)
(Unaudited)
October 31, January 31,
1998 1998
$ $
ASSETS
CURRENT ASSETS
Cash and short term investments Note 1(c) 3,261,577 3,368,790
Accounts Receivable Note 1(d) 735,036 702,814
Investment Tax Credit Receivable 86,296 35,134
Inventory Note 1(f) 1,063,106 794,956
Income Tax Recoverable 0 26,640
Prepaid Expense And Sundry Assets 161,520 41,877
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Total Current Assets 5,307,535 4,970,211
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-------------- -----------
PROPERTY, PLANT AND EQUIPMENT Note 1(g) 2,816,665 2,917,989
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Total Assets 8,124,200 7,888,200
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CURRENT LIABILITIES
Accounts Payable And Accrued Expenses 1,336,056 1,165,751
Income Tax Payable 13,503 0
Current Portion Of Long Term Debt 186,116 198,348
Current Portion Of Mortgage Payable 45,249 48,223
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Total Current Liabilities 1,580,924 1,412,322
LONG TERM DEBT 638,879 489,547
MORTGAGE PAYABLE 814,480 904,174
DUE TO DIRECTORS 134,953 143,823
DEFERRED INCOME TAXES 127,273 135,637
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Total Liabilities 3,296,509 3,085,503
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COMMON STOCK Note 2(a) 4,018,192 3,904,442
RETAINED EARNINGS 1,396,610 1,177,189
CUMULATIVE TRANSLATION ADJUSTMENTS Note 1(I) (587,111) (278,934)
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Total Stockholders' Equity 4,827,691 4,802,697
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Total Liabilities and Stockholders' equity 8,124,200 7,888,200
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Page 1
INTERCORP EXCELLE INC.
Interim Consolidated Statements Of Net Income
For the three and nine months ended October 31, 1998 and 1997
(Amounts expressed in US Dollars)
(Unaudited)
3 months ended 9 months ended 3 months ended 9 months ended
October 31, 1998 October 31, 1998 October 31, 1997 October 31, 1997
$ $ $ $
---------------- ---------------- ----------------- -----------------
GROSS SALES (Note 1 (j)) 2,486,594 8,920,166 2,471,500 8,720,594
Trade Expenditures 175,732 721,961 232,742 696,993
NET SALES 2,310,862 8,198,205 2,238,758 8,023601
---------------- ---------------- ----------------- -----------------
Cost of sales 1,550,990 5,476,652 1,512,078 5,378,732
---------------- ---------------- ----------------- -----------------
GROSS PROFIT 759,872 2,721,553 726,680 2,644,869
---------------- ---------------- ----------------- -----------------
EXPENSES
Selling 344,397 1,284,069 292,654 1,264,032
General & Administrative 271,105 774,800 305,200 798,530
Research & Development Costs 64,070 198,047 22,532 80,629
Financial (net of interest income) 6,317 (5,251) 24,781 81,857
Amortization 72,212 264,757 66,665 248,333
---------------- ---------------- ----------------- -----------------
TOTAL OPERATING EXPENSES 758,101 2,516,422 711,832 2,473,381
---------------- ---------------- ----------------- -----------------
OPERATING INCOME 1,771 205,131 14,848 171,488
Gain/(loss) on foreign exchange 70,144 116,615 0 0
Income Taxes 26,111 102,325 6,683 61,693
---------------- ---------------- ----------------- -----------------
NET INCOME 45,804 219,421 8,165 109,795
---------------- ---------------- ----------------- -----------------
---------------- ---------------- ----------------- -----------------
NET INCOME PER WEIGHTED AVERAGE COMMON SHARE
(Note 2c) 0.01 0.05 0.00 0.04
---------------- ---------------- ----------------- -----------------
WEIGHTED AVERAGE NUMBER OF COMMON SHARES 4,087,976 4,087,976 2,900,000 2,900,000
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Page 2
INTERCORP EXCELLE INC.
Interim Consolidated Statements Of Changes in Financial Position
For the nine months ended October 31, 1998 and 1997
(Amounts expressed in US Dollars)
(Unaudited)
October 31, 1998 October 31, 1997
---------------- ----------------
$ $
Cash flows from operating activities:
Net Income 219,421 109,795
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization 264,757 243,897
Gains on disposal property, plant & equipment 0 (2887)
Decrease/(Increase) in accounts receivable (106,386) 152,150
Increase in investments tax credits (56,003)
Decrease/(Increase) in inventory (325,975) 5,866
Decrease/(Increase) in prepaid expenses (129,061) 4,070
Increase in accounts payable 261,162 785,397
Change in income taxes payable/recoverable 43,586 0
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Total adjustments (47,920) 931,768
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Net cash provided by operating activities 171,501 1,041,563
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Cash flows from investing activities:
Cash used in purchase of property, plant and equipment (257,303) (1,942,550)
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Cash flow from financing activities:
Repayment of bank indebtedness 0 (235,160)
Mortgage Proceeds / (repayments) (11,351) 997,648
Repayment of long term debt (68,521) (6,961)
Net proceeds from issuance of common stock 113,625 3,798,400
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Net cash provided by/(used in) financing activities 33,753 4,553,927
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Effect of foreign currency exchange rate changes (55,164) (27,526)
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Net Increase/(Decrease) in cash and cash equivalents (107,213) 3,625,414
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Cash and cash equivalents
Beginning of period 3,368,790 134,357
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---------------- ----------------
End of period 3,261,577 3,759,771
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Income tax paid /(refund received) 45,662 (47,156)
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Interest paid /(received), net (5,250) 81,857
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Page 3
INTERCORP EXCELLE INC.
Interim Consolidated Statements of Stockholders' Equity
For the nine months ended October 31, 1998
(Amounts expressed in US Dollars)
(Unaudited)
Additional Cumulative
Common Paid-in Translation Retained
Stock Capital Adjustments Earnings Total
---------- ------------ ------------- ------------ -----------
$ $ $ $ $
Balance as of January 31, 1998 3,764,467 139,975 (278,934) 1,177,189 4,802,697
Foreign currency translation -- -- 59,295 -- 59,295
Net Income for the quarter -- -- -- 87,601 87,601
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Balance as of April 30, 1998 3,764,467 139,975 (219,639) 1,264,790 4,949,593
Foreign currency translation -- -- (234,914) -- (234,914)
Net Income for the quarter -- -- -- 86,016 86,016
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Balance as of July 31, 1998 3,764,467 139,975 (454,553) 1,350,806 4,800,695
Stock options exercised by Officers 113,750 -- -- -- 113,750
Foreign currency translation -- -- (132,558) -- (132,558)
Net Income for the quarter -- -- -- 45,804 45,804
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---------- ------------ ------------- ------------ -----------
Balance as of October 31, 1998 3,878,217 139,975 (587,111) 1,396,610 4,827,691
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Page 4
INTERCORP EXCELLE INC.
Notes to Interim Consolidated Financial Statements
(Amounts expressed in US Dollars)
(Unaudited)
1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a) Basis of Presentation
The consolidated financial statements include the accounts of Intercorp
Excelle Inc. ("the Company") and its wholly owned subsidiary, Intercorp Excelle
Foods Inc. The Company was incorporated on April 16, 1997 by its shareholders of
the purpose of consolidating their 100% interests for the purpose of an initial
public offering which was completed on October 9, 1997. On May 22, 1997, the
Company acquired all issued and outstanding common shares of Intercorp Foods
Limited "IFL", Excelle Brands Food Corporation "EBFC" and Kalmath Investments
Limited "KIL" (parent company of Excelle Brands Food Corporation). On February
1, 1998, IFL and KIL, together with its wholly-owned subsidiary, EBFC, were
amalgamated to form Intercorp Excelle Foods Inc. All significant transactions
and balances among the consolidated entities have been eliminated in the
preparation of these consolidated financial statements. The consolidated
condensed interim financial statements have been prepared in accordance with
Form 10-QSB specifications and, therefore, do not include all information and
footnotes normally shown in full annual financial statements.
b) Principal activities
Each of the companies included in these consolidated financial statements
was incorporated in Canada on the following dates:
Intercorp Excelle Inc. April 16, 1997
Intercorp Excelle Foods Inc. * (100% owned subsidiary) February 1, 1998
*(Amalgamated Intercorp Foods Limited which was incorporated on December
20, 1982, Kalmath Investments Ltd. which was incorporated on September 20, 1987
and Excelle Brands Food Corporation which was incorporated on February 7, 1987)
The subsidiary company is principally engaged in the production of food
products in Canada and its distribution in Canada and in the U.S.
c) Cash and short term investments
Cash and short term investments include cash on hand, amount due from
banks, and any other highly liquid investments purchased with a maturity of
three months or less. The carrying amount approximates fair value because of the
short maturity of those instruments.
d) Other financial instruments
The carrying amount of the Company's accounts receivable and payable
approximates fair value because of payable approximates fair value because of
the short maturity of these instruments.
Page 5
INTERCORP EXCELLE INC.
Notes to Interim Consolidated Financial Statements (continued)
(Amounts expressed in US Dollars)
(Unaudited)
e) Long-term financial instruments
The fair value of each of the Company's long-term financial assets and
debt instruments is based on the amount of future cash flows associated with
each instrument discounted using an estimate of what the Company's current
borrowing rate for similar instruments of comparative maturity would be.
f) Inventory
Inventory is valued at lower of cost or net realizable value. Cost is
determined on the first-in, first-out basis.
g) Property, Plant and Equipment
Equipment 20% declining balance
Leasehold Improvement 10% straight line
Vehicle 30% declining balance
Computer Equipment 30% declining balance
Office Furniture 20% declining balance
Amortization for assets acquired during the period are recorded at
one-half of the indicated rates, which Approximates when they were put into use.
h) Income Taxes
The Company accounts for income tax under the provisions of statement of
Financial Accounting Standard No. 109, Which requires recognition of deferred
tax assets and liabilities for the expected future tax consequences of events
that have been in the financial statements or tax returns. Deferred income taxes
are provided using the liability method. Under the liability method, deferred
income taxes are recognized for all significant temporary differences between
the tax and financial statement bases of assets and liabilities.
i) Foreign Currency Translation
The companies maintained their books and records in Canadian Dollars.
Foreign currency transactions are translated using the temporal method. Under
this method, all monetary items are translated into Canadian funds at the rate
of exchange prevailing at balance sheet date. Non monetary items are translated
at historical rates. Income and expenses are translated at the rate in effect of
the transaction dates. Transaction gains and losses are included in the
determination of earnings for the period.
The translation of the financial statements from Canadian dollars ("CDN
$") into United States dollars is performed for the convenience of the reader.
Balance sheet accounts are translated using closing exchange rates in effect at
the balance sheet date and income and expenses accounts are translated using an
average exchange prevailing during each reporting period. No representation is
made that the Canadian dollar amounts could have been or could be, converted
into United States dollars at the rates on the respective dates and or at any
other certain rates. Adjustments resulting from the translation are included in
the cumulative translation adjustments in stockholder's equity.
Page 6
INTERCORP EXCELLE INC.
Notes to Interim Consolidated Financial Statements (continued)
(Amounts expressed in US Dollars)
(Unaudited)
The following table sets forth, for the end of periods indicated, the exchange
rate and average rate for the periods translating balance sheet, revenue and
expense items:
Period Ending
April 30, 1998 July 31, 1998 October 31, 1998
Closing exchange rate at at balance
sheet date $ 0.6974 $ 0.6647 $ 0.6464
Average exchange rate for the period 0.7000 0.6831 0.6486
j) Sales
Sales represent the invoiced value of goods supplied to customers. Sales
are recognized upon delivery of goods and passage of title to customers. Sales
are translated to US dollars for reporting purposes only. Sales growth therefore
is adversely affected by foreign exchange translation changes. Gross sales in
Canadian dollars of $13.1M for the nine months ended October 31, 1998 actually
increased by 8.9% versus the same period one year ago.
k) Government Assistance and Investment Tax Credits
Government Assistance and Investment Tax Credits are recorded on the
accrual basis and are accounted for as a reduction of the related current or
capital expenditures.
l) Use of Estimates
The preparation of financial statements required management to make
estimates and assumptions that affect certain reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
2 COMMON STOCK
a) Authorized
An unlimited number of common and preference shares
The preference shares are issuable in series upon approval by the
directors with the appropriate designation, rights, and conditions attaching to
each share of such series.
Issued
October 31, October 31,
1998 1997
4,107,500 Common Shares $3,878,217 $3,764,467
1,399,750 Warrants 139,975 139,975
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4,018,192 3,904,442
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Page 7
INTERCORP EXCELLE INC.
Notes to Interim Consolidated Financial Statements (continued)
(Amounts expressed in US Dollars)
(Unaudited)
b) Stock Option Plan
In May, 1997, the board of directors and shareholders adopted the
Intercorp Excelle Inc. Stock Option Plan (the "1997 Plan"), pursuant to which
500,000 shares of common stock are reserved for issuance.
The 1997 Plan will be administered by the compensation committee or the
board of directors, who will determine, those individuals who shall receive
options, the time period during which the options may be partially exercised,
the number of shares of common stock issuable upon the exercise of the options
and the option exercise price.
In May, 1997, the Board granted 200,000 Options under the 1997 Plan to
five individuals, including officers, directors and key employees. The options
are exercisable at $3.50 per share for ten years expiring May 1, 2007. 40% of
the Options are immediately exercisable, an additional 30% become exercisable in
May, 1998 and all the Options are exercisable in November, 1998. In July 1998,
32,500 shares were exercised by the five Directors.
In April 1998, the Board granted 30,000 options to key employees and
10,000 options to the Company's independent directors. The options are
exercisable at $5.00 per share for five years expiring April 2003. 40% of the
Options are immediately exercisable, an additional 30% become exercisable in
April 1999 and all the Options are exercisable in April, 2000.
Activity in the stock option plan is summarized below:
Options Exercise Option Price
Options outstanding February 1, 1998 200,000 $3.50
Options exercised by five Directors (32,500) $3.50
Options granted to key employees and
independent directors 40,000 $5.00
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Options outstanding October 31, 1998 207,500
-------
-------
c) Earnings Per Share
Net Income per common share is computed by dividing net income for the
period by the weighted number of common shares outstanding during the period.
Fully diluted net income per share was the same as the basic net income
per common share for the periods ended October 31, 1998 and 1997.
Page 8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
General
The statements contained in this filing that are not historical are
forward looking statements within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act, including statements regarding the
Company's expectations, intentions, beliefs or strategies regarding the future.
All forward looking statements include the Company's statements regarding
liquidity, anticipated cash needs and availability and anticipated expense
levels. All forward looking statements included in this report are based on
information available to the Company on the date hereof, and the Company assumes
no obligation to update any such forward looking statement. It is important to
note that the Company's actual results could differ materially from those in
such forward looking statements.
Results of Operations
Nine months ended October 31, 1998 compared to the nine months ended
October 31, 1997.
Revenues for nine months ended October 31, 1998 were $8.9 million USD, a
2.3% increase over prior year nine months revenues of $8.7 million USD. This
increase reflected the launch of new Renee's sauces and marinades in the meat
section of grocery stores across Ontario, Quebec and the Maritimes, in addition
to growth in Renee's regular branded business (Renee's Gourmet regular and
Naturally Light(TM) dressing), and food service incremental distribution. Actual
sales growth in Canadian dollars, net of foreign exchange differentials, was
significantly higher at 8.9%, (based on year to date actual revenues of $13.1
million CDN).
Gross profit for the same nine-month period of $2.7 million was 33.2% of
net sales, which was slightly favorable to the same period one year ago. This
was attributed to a favorable mix towards higher margin branded business as well
as improvements in operational efficiency (including lower manufacturing
conversion costs and distribution).
Selling and marketing expenses of $1.3 million year to date were for the
most part in line with the first nine months of 1997, reflecting management's
decision to delay Renee's new sauces and marinades launch until the start of the
third quarter of the current fiscal year. General and Administrative expenses of
$774,800 were no higher than prior year, primarily due to lower legal and audit
expenditures which more than offset other administrative cost increases year to
date.
Research and development expenses of $198,047 year to date, have increased
significantly over prior year, reflecting a strategy focused on developing
innovative products necessary to secure new business opportunity. As well there
has been a reduction in available government tax credits for research and
development versus prior year.
Financial costs have been more than offset by a substantial amount of
interest income on funds invested in USD interest bearing term accounts.
Income from operations (before income taxes and extraordinary items),
increased by $33,643 over prior year to $205,131 for the nine months ended
October 31, 1998. This improvement reflected continued sales growth year to
date, and improved gross margins, which more than offset an additional
investment in research and development.
The company also reported a net translation gain of $116,615 on US funds
converted from Canadian dollars for the first nine months of the current fiscal
year. This reflects a continued strong US dollar versus Canada since the
beginning of 1998. (The company's functional currency is Canadian dollars, and
is converted into US currency for reporting purposes).
Income after taxes and extraordinary items has doubled, to $219,421,
primarily due to incremental sales growth, internal operating efficiencies and
translation gains.
Liquidity and Capital Resources
The company had a favorable net change in cash from operations of $171,501
for the nine months ending October 31, 1998. The principal source of cash traced
to reported net income of $219,421 and an increase in accounts payable and
accrued liabilities. This was partially offset by cash required to carry higher
inventories, prepaids and an increase in accounts receivable at the end of the
period.
Capital spending during the first nine months of 1998 reflected planned
capital additions of $257,303. Capital additions in the current fiscal year to
date are substantially lower than prior year, which included the purchase of the
company's current manufacturing facility in Toronto, Canada in October 1997.
Page 9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
(continued)
The Company's secured credit arrangement with National Bank of
Canada includes a credit line of Cdn$1.0 million that is due on demand and bears
interest at prime plus 1.0% - which is currently unused due to the company's
positive cash position. In addition, a Cdn$740,000 capital loan exists to cover
current year capital expenditures. All borrowings are collateralized by the
assets of the Company.
The Company received net proceeds of an Offering effective October 9, 1997
in a net amount of $3,799,062. The Company believes that the proceeds of the
initial public offering, coupled with income from operations will fulfill the
Company's working capital needs for at least the next two years. It is the
Company's intention to utilize a significant portion of the proceeds to
aggressively seek synergistic acquisitions. The Company also intends to support
its branded Renee's business through increased marketing, advertising and
distribution throughout North America. As the Company continues to grow, bank
borrowings, other debt placements and equity offerings may be considered, in
part, or in combination, as the situation warrants.
YEAR 2000 ISSUE
Computer programs used by business worldwide were written using two digits
rather than four digits to define the applicable year. Accordingly, these
programs recognize the date "00" and "01" as the year 1900 and 1901 rather than
the years 2000 and 2001. The Company recognized the need to ensure its
operations will not be adversely impacted by year 2000 computer program failures
arising from program processes and calculation misintepreting the year 2000
date.
The Company is currently evaluating its financial and operational systems
to determine the impact the year 2000 issue will have on its operations. The
Company also plans to communicate with its significant suppliers, dealers,
financial institutions, and others with which it conducts business to determine
the extent the Company may be impacted by third parties' failure to address the
year 2000 issue. The Company plans to be year 2000 compliant prior to December
31, 1999 and expects no material impact to the Company's operation.
Page 10
PART II OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
The Company made an initial public offering of its common stock, no par
value ("Common Stock") and common stock purchase warrants ("Warrants") (the
Common Stock and Warrants are collectively referred to as the "Securities")
pursuant to a registration statement declared effective by the Commission on
October 9, 1997, File No. 333-7202 ("Registration Statement"). Each Warrant
permits the holder, upon exercise, to receive one share of the Company's common
stock, no par value.
The following are the Company's expenses incurred in connection with the
issuance and distribution of the Securities in the offering from the effective
date of the Registration Statement to the ending date of the reporting period of
this 10-QSB:
Expense Amount
------- ------
Underwriter's Discounts and Commissions $512,247
Expenses paid to or for the Underwriters 241,674
Other expenses (1) 569,492
----------
Total Expenses $1,323,413
----------
----------
(1) Estimate
None of the foregoing expenses were paid, directly or indirectly, to any
director or officer of the Company or their associates, to any person who owns
10 percent or more of any class of equity securities of the Company, or to any
affiliate of the Company.
The net offering proceeds to the Company after deducting for the foregoing
expenses are $3,799,062.
The following are the application of the net proceeds by the Company from
the sale of the Securities in the offering from the effective date of the
Registration Statement to the ending date of the reporting period of this 10-
QSB:
Item Amount
---- ------
Purchase of Building $408,676
Temporary Investments (2) 2,735,386
Repayment of Indebtedness 655,000
----------
Total Application of Net Proceeds $3,799,062
----------
----------
(2) Money market investments
None of the foregoing application of the net proceeds were paid, directly
or indirectly, to any director or officer of the Company or their associates, to
any person who owns 10 percent or more of any class of equity securities of the
Company, or to any affiliate of the Company.
The application of the net proceeds to date is not a material change in
the use of proceeds described in the prospectus in the Registration Statement.
Page 11
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit description
27. Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended October 31,
1998
Page 12
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
INTERCORP EXCELLE, INC.
December 14, 1998 By:
/S/ ARNOLD UNGER
Chief Executive Officer and
Co-Chairperson
December 14, 1998 By:
/S/ RENEE UNGER
President and Co-Chairperson
December 14, 1998 By:
/S/ FRED BURKE
Chief Financial Officer, Chief
Operating Officer, Secretary
Page 13