UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2005
Commission File No. 000-30486
ACTIVECORE TECHNOLOGIES, INC.
-----------------------------
(Exact Name of Registrant as specified in its charter)
NEVADA 65-6998896
------------------------------- ------------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
156 FRONT STREET WEST, SUITE 210, TORONTO, ONTARIO, CANADA M5J 2L6
------------------------------------------------------------------
(Address of principal Executive Offices)
(416) 252-6200
--------------
(Registrant's Telephone Number, Including Area Code)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act 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 equities as of the latest practicable date: as of August 11, 2005, there
were 66,472,611 outstanding shares of the issuer's common stock.,$0.001par
value.
Transitional Small Business Disclosure Format (Check one): Yes [X] No [_]
ACTIVECORE TECHNOLOGIES, INC. (FORMERLY IVP TECHNOLOGY CORPORATION)
FORM 10-QSB
TABLE OF CONTENTS
-----------------
PAGE
----
PART I FINANCIAL INFORMATION............................................3
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS..............................3
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.....29
ITEM 3. CONTROLS AND PROCEDURES.......................................43
PART II OTHER INFORMATION...............................................44
ITEM 1. LEGAL PROCEEDINGS.............................................45
PART 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS...46
ITEM 3. DEFAULTS UPON SENIOR SECURITIES...............................46
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...........46
ITEM 5. OTHER INFORMATION.............................................46
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K..............................47
SIGNATURES...............................................................48
OFFICER'S CERTIFICATE PURSUANT TO SECTION 302 OF
SARBANES-OXLEY ACT OF 2002*.............................................49
OFFICER'S CERTIFICATE PURSUANT TO SECTION 302
OF SARBANES-OXLEY ACT OF 2002*..........................................50
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002..............................................51
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002..........................................52
2
PART I
FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
ACTIVECORE TECHNOLOGIES, INC. (FORMERLY IVP TECHNOLOGY CORPORATION.)
AS OF JUNE 30, 2005
INDEX TO FINANCIAL STATEMENTS
Page 4 Condensed Consolidated Balance Sheets as of June 30, 2005
(Unaudited) and December 31, 2004
Page 5 Condensed Consolidated Statements of Operations for the Three
and Six Months Ended June 30, 2005 and 2004 (Unaudited)
Page 6 Condensed Consolidated Statement of Stockholders' Equity for
the Six Months Ended June 30, 2005 (Unaudited)
Pages 7 - 8 Condensed Consolidated Statements of Cash Flows for the Three
and Six Months Ended June 30, 2005 and 2004 (Unaudited)
Pages 9 - 28 Notes to Condensed Consolidated Financial Statements as of
June 30, 2005 (Unaudited)
3
ACTIVECORE TECHNOLOGIES, INC.
(FORMERLY IVP TECHNOLOGY CORPORATION)
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
ASSETS
June 30, 2005 December 31, 2004
----------------- -----------------
CURRENT ASSETS
Cash $ 32,372 $ 53,736
Accounts receivable, net (note 4) 2,959,414 2,708,335
Other receivables -- 20,992
Taxes recoverable 118,179 --
Prepaid expenses and other current assets 102,548 143,213
----------------- -----------------
Total Current Assets 3,212,513 2,926,276
----------------- -----------------
CAPITAL ASSETS (note 5) 360,579 312,460
----------------- -----------------
OTHER ASSETS
Goodwill and other intangible assets, net (note 6) 6,744,164 1,796,141
Investments at cost (note 7) 262,648 262,648
Deferred costs 113,839 175,009
-- 16,092
Deferred equity line commitment fees
----------------- -----------------
Total Other Assets 7,120,651 2,249,890
----------------- -----------------
TOTAL ASSETS $ 10,693,743 $ 5,488,626
================= =================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Bank Overdraft $ 171,982 $ 194,749
Line of credit (note 8) 1,337,355 --
Accounts payable 2,213,889 955,407
Accrued liabilities 1,572,839 582,386
Taxes payable (note 12) 980,835 957,011
Leases payable 12,097 22,093
Long-term debt, current portion (note 8) 1 ,301,775 857,161
Due to related parties (note 10) 155,992 132,364
Other current liabilities 254,541 27,247
----------------- -----------------
Total Current Liabilities 8,001,305 3,728,418
----------------- -----------------
LONG-TERM LIABILITIES
Long-term debt (note 8) 188,065 491,622
Accrued liabilities 523,627 30,447
Deferred tax liability 368,417 --
----------------- -----------------
TOTAL LONG-TERM LIABILITIES 1,080,109 522,069
----------------- -----------------
TOTAL LIABILITIES 9,081,414 4,250,487
----------------- -----------------
COMMITMENTS AND CONTINGENCIES (note 13)
STOCKHOLDERS' EQUITY
Preferred stock, $.001 par value, 50,000,000 shares authorized
Preferred Stock issued and outstanding (note 14)
Series A, 8,333.333 shares as of June 30, 2005 and December 31, 2004
respectively 8,333 8,333
Series B, 4,167,667 shares as of June 30, 2005 and December 31, 2004
respectively 4,168 4.168
Common stock, $0.01 par value, 500,000,000 shares authorized, 60,184,381
and 46,711,708 outstanding as of June 30, 2005 and December 31, 2004
respectively (note 14) 601,845 467,117
Common stock to be returned (68,783) (68,783)
Additional paid-in capital 41,539,245 39,137,498
Shares to be issued 264,000 0
Accumulated deficit (40,127,432) (37,892,002)
Accumulated other comprehensive loss (519,047) (256,204)
Subscription Receivable - Preferred -- (150,000)
Deferred compensation (90,000) (11,988)
----------------- -----------------
Total Stockholders' Equity 1,612,329 1,238,139
----------------- -----------------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 10,693,743 $ 5,488,626
================= =================
See accompanying notes to consolidated financial statements.
4
For the For the For the For the
three three six six
months months months months
ended ended ended ended
June 30, 2005 June 30, 2004 June 30, 2005 June 30, 2004
--------------- --------------- --------------- ---------------
REVENUES $ 1,910,791 $ 1,105,532 $ 2,433,799 $ 1,300,027
COST OF SALES
Direct wages 1,116,117 310,080 1,257,379 311,131
Amortization of licensing agreements and other costs 96,451 52,516 200,823 87,476
--------------- --------------- --------------- ---------------
Total Cost of Sales 1,212,568 362,596 1,458,202 398,607
--------------- --------------- --------------- ---------------
GROSS PROFIT 698,223 742,936 975,597 901,420
--------------- --------------- --------------- ---------------
OPERATING EXPENSES
Salaries and wages 553,528 239,692 926,553 761,180
Consulting fees 221,081 83,572 380,030 161,964
Research and development 55,000 -- 110,000 --
Legal and accounting 268,988 137,358 347,563 163,455
General and administrative 717,456 218,885 1,115,237 377,216
Financial advisory fees 20,997 380 49,636 7,630
Depreciation & amortization of intangible assets 87,775 8,651 119,007 6,684
--------------- --------------- --------------- ---------------
TOTAL OPERATING EXPENSES 1,924,825 688,538 3,048,026 1,478,129
--------------- --------------- --------------- ---------------
INCOME (LOSS) FROM OPERATIONS (1,226,602) 54,398 (2,072,429) (576,709)
--------------- --------------- --------------- ---------------
OTHER INCOME (EXPENSE)
Gain on early extinguishment of debt -- -- -- 2,000
Interest income -- 22,481 -- 29,976
Interest expense (51,091) (37,344) (125,706) (70,576)
Foreign exchange loss (3,555) (15,667) (37,295) (17,931)
--------------- --------------- --------------- ---------------
Total Other Expense (54,646) (30,530) (163,001) (56,531)
--------------- --------------- --------------- ---------------
INCOME (LOSS) FROM CONTINUING OPERATIONS (1,281,248) 23,868 (2,235,430) (633,240)
--------------- --------------- --------------- ---------------
Loss from discontinued operations - net (note 2) -- 1,983 -- (128,526)
NET INCOME (LOSS) $ (1,281,248) $ 25,851 $ (2,235,430) $ (761,826)
=============== =============== =============== ===============
Preferred Stock Dividend
12,500 -- 23,592 --
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS $ (1,293,748) $ 25,851 $ (2,259,022) $ (761,826)
LOSS PER COMMON SHARE FROM CONTINUING
OPERATIONS-BASIC AND DILUTED $ (0.02) $ 0.00 $ (0.04) $ (0.02)
--------------- --------------- --------------- ---------------
LOSS PER COMMON SHARE FROM DISCONTINUED
OPERATIONS - BASIC AND DILUTED $ 0.00 $ 0.00 $ 0.00 $ 0.00
--------------- --------------- --------------- ---------------
NET LOSS PER COMMON SHARE - BASIC AND DILUTED $ (0.02) $ 0.00 $ (0.04) $ (0.02)
--------------- --------------- --------------- ---------------
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING -
BASIC AND DILUTED 59,290,926 38,342,615 53,176,114 35,389,194
=============== =============== =============== ===============
See accompanying notes to consolidated financial statements.
5
ACTIVECORE TECHNOLOGIES, INC. AND SUBSIDIARIES
(FORMERLY IVP TECHNOLOGY CORPORATION)
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2005
(UNAUDITED)
PREFERRED STOCK
-----------------------------------------------------
SHARES AMOUNT SHARES AMOUNT COMMON
SERIES A SERIES A SERIES B SERIES B SHARES
------------------------------------------------------------------------
BALANCE, DECEMBER 31, 2004 8,333,333 $ 8,333 4,167,667 $ 4,168 46,711,708
Stock issued for compensation and services 480,000
Stock issued for beneficial owner roundup on reverse split 50,010
Stock to be issued on acquisition
Stock issued on Cratos acquisition 9,021,030
Stock issued to vendor 3,921,633
Deferred cost recognized
Preferred stock subscription received
Net loss for period
Preferred Stock Dividend
Cumulative translation adjustment
BALANCE, JUNE 30, 2005 8,333,333 $ 8,333 4,167,667 $ 4,168 60,184,381
COMMON ADDITIONAL
STOCK PAID-IN
AMOUNT SHARES AMOUNT CAPITAL
------------------------------------------------------------------------
BALANCE, DECEMBER 31, 2004 $ 467,117 (252,725) $ (68,783) $ 39,137,498
Stock issued for compensation and services 4,800 139,200
Stock issued for beneficial owner roundup on reverse split 500
Stock to be issued on acquisition
Stock issued on Cratos acquisition 90,210 1,857,577
Stock issued to vendor 39,217 428,562
Deferred cost recognized
Preferred stock subscription received
Net loss for period
Preferred Stock Dividend (23,592)
Cumulative translation adjustment
BALANCE, JUNE 30, 2005 $ 601,845 (252,725) $ (68,783) $ 41,539,245
COMPREHENSIVE RECEIVABLE SHARES
ACCUMULATED INCOME PREFERRED TO BE
DEFICIT (LOSS) STOCK ISSUED
------------------------------------------------------------------------
BALANCE, DECEMBER 31, 2004 $(37,892,002) $ (256,204) $ (150,000) $ --
Stock issued for compensation and services
Stock issued for beneficial owner roundup on reverse split
Stock to be issued on acquisition 264,000
Stock issued on Cratos acquisition
Stock issued to vendor
Deferred cost recognized
Preferred stock subscription received 150,000
Net loss for period (2,235,430)
Preferred Stock Dividend
Cumulative translation adjustment (262,843)
BALANCE, JUNE 30, 2005 $(40,127,432) $ (519,047) $ -- $ 264,000
DEFERRED
COMPENSATION TOTAL
------------------------------------------------------------------------
BALANCE, DECEMBER 31, 2004 $ (11,988) 1,238,139
Stock issued for compensation and services (120,000) 24,000
Stock issued for beneficial owner roundup on reverse split 500
Stock to be issued on acquisition 264,000
Stock issued on Cratos acquisition 1,947,787
Stock issued to vendor 467,779
Deferred cost recognized 41,988 41,988
Preferred stock subscription received 150,000
Net loss for period (2,235,430)
Preferred Stock Dividend (23,592)
Cumulative translation adjustment (262,843)
BALANCE, JUNE 30, 2005 $ (90,000) 1,612,329
See accompanying notes to consolidated financial statements.
6
ACTIVECORE TECHNOLOGIES, INC.
(FORMERLY IVP TECHNOLOGY CORPORATION)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the For the For the For the
three three six six
months months months months
ended ended ended ended
June 30, 2005 June 30, 2004 June 30, 2005 June 30, 2004
--------------- --------------- --------------- ---------------
CASH FLOWS FROM OPERATING ACTIVITIES:
$ (1,281,248) $ 25,281 (2,235,430) (761,826)
Net Loss for the period
Adjustments to reconcile net loss from
continuing operations to net cash used
in operating activities:
Depreciation 27,434 8,651 58,996 6,684
Amortization of intangible assets 133,326 16,539 232,579 45,672
Amortization of deferred consulting fees 55,721 40,644 111,284 77,288
Stock issued for compensation -- 34,000 -- 176,000
Stock issued for services -- -- 24,000 120,000
Amortization of deferred commitment fees -- -- 16,092 --
Amortization of deferred compensation 35,738 -- 41,988 --
Changes in operating assets and liabilities
excluding business acquisition:
Decrease (increase) in receivables 939,777 (657,708) 840,969 (610,518)
Decrease (increase) in prepaid expenses
and other current assets 48,704 (102,683) 9,050 96,332
(Increase) decrease in other receivables 22,237 -- 22,237 --
(Increase) decrease in other assets -- 35,300 -- --
Increase (decrease) in accounts payable (583,183) 34,766 (570,493) (73,161)
Increase (decrease) in accrued liabilities (374,089) 63,624 (123,031) 52,418
Increase (decrease) in taxes payable (30,351) 35,452 22,171 125,803
Increase (decrease) in other current liabilities (110,605) (18,951) 178,611 18,647
Change in deferred consulting fees -- 48,287 3,107 48,287
--------------- --------------- --------------- ---------------
Net Cash Used In Operating Activities (1,116,539) (436,798) (1,367,870) (678,374)
--------------- --------------- --------------- ---------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (6,846) (36,663) (6,846) (48,518)
Acquisition of Cratos Technology Solutions, Inc. (143,249) -- (143,249) --
Acquisition of Disclosure Plus -- -- (89,600) --
--------------- --------------- --------------- ---------------
Net Cash (Used In) Provided by Investing
Activities (150,095) (36,663) (239,695) (48,518)
--------------- --------------- --------------- ---------------
7
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from line of credit 1,337,355 -- 1,337,355 --
Advance of notes payable -- 60,000 (28,053) 310,000
Proceeds (repayments) received from (to) related parties -- 423,198 (65,253) 423,198
Repayments made to related parties (10,719) (84,604) 88,881 --
~ -- (17,500) ~ (17,500)
Repayment of notes payable ~ ~ (7,354) ~
Proceeds from bank overdraft 45,767 -- 146,343 --
Repayment of debt (55,314) -- -- --
Preferred stock dividend (12,500) -- (23,592) --
Proceeds from preferred shares subscription -- -- 150,000 --
(13,276) (2,230) (13,276) (6,745)
--------------- --------------- --------------- ---------------
Net Cash Provided By Financing Activities 1,291,313 378,864 1,585,051 708,953
--------------- --------------- --------------- ---------------
FOREIGN EXCHANGE GAIN ON CASH HELD IN FOREIGN CURRENCY -- 47,922 1,150 56,144
--------------- --------------- --------------- ---------------
NET INCREASE (DECREASE) IN CASH FOR THE PERIOD 24,679 (46,675) (21,364) 38,205
CASH - BEGINNING OF PERIOD 7,693 84,880 53,736
--------------- --------------- --------------- ---------------
CASH - END OF PERIOD $ 32,372 $ 38,205 $ 32,372 $ 38,205
=============== =============== =============== ===============
NON-CASH TRANSACTIONS:
Issuance of shares to vendor $ 467,779 $ -- $ 467,779 $ --
Issuance of shares for compensation $ -- $ -- $ 120,000 $ --
Issuance of shares for services $ -- $ -- $ 24,000 $ --
Issuance of stock to satisfy Common Stock to be issued $ -- $ -- $ -- $ 380,000
Issuance of stock for acquisitions $ 1,947,787 $ -- $ 1,947,787 $ 841,209
Issuance of stock for payment of accrued liabilities $ -- $ -- $ -- $ 48,000
Issuance of stock for payment of debt and accrued
interest thereon $ -- $ 194,996 $ -- $ 658,613
Issuance of stock for payment of amounts due to
related parties $ -- $ 560,000 $ -- $ 610,325
Treasury stock rescinded $ -- $ -- $ -- $ 770,000
8
ACTIVECORE TECHNOLOGIES, INC.
(FORMERLY IVP TECHNOLOGY CORPORATION)
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
- ------ -----------------------------------------------------------
BASIS OF PRESENTATION AND GOING CONCERN
---------------------------------------
The accompanying unaudited interim consolidated financial statements
have been prepared pursuant to the rules and regulations for
reporting on Form 10-QSB. Accordingly, certain information and
disclosures required by generally accepted accounting principles for
complete financial statements are not included herein. The interim
statements should be read in conjunction with the financial
statements and notes thereto included in the Company's latest Annual
Report on Form 10-KSB. The results for the three and six month
periods may not be indicative of the results for the entire year.
Interim statements are subject to possible adjustments in connection
with the annual audit of the Company's accounts for the fiscal year
2005. In the Company's opinion, all adjustments necessary for a fair
presentation of these interim statements have been included and are
of a normal and recurring nature.
The consolidated financial statements are expressed in United States
dollars and have been prepared in accordance with accounting
principles generally accepted in the United States of America.
The Company's independent auditors have issued a going concern
opinion on the Company's consolidated financial statements as at
December 31, 2004 that raises substantial doubt about the Company's
ability to continue as a going concern.
The accompanying consolidated financial statements have been
prepared on a going concern basis, which contemplates the
realization of assets and the satisfaction of liabilities and
commitments in the normal course of business. The Company has
experienced negative cash flows from operations and has an
accumulated deficit at June 30, 2005 of $40,127,432. The Company has
funded its activities to date almost exclusively from debt and
equity financings. Management's plan to continue operations is to
raise additional debt or equity capital until such time as the
Company is able to generate sufficient operating revenues through
its new acquisitions.
The Company's ability to continue as a going concern is dependent on
its ability to raise additional debt and equity financing and to
implement its business plan to market and sell its various
enterprise software and services.
The consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
9
ACTIVECORE TECHNOLOGIES, INC.
(FORMERLY IVP TECHNOLOGY CORPORATION)
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION -
- ------ -------------------------------------------------------------
(CONTINUED)
-----------
RECENT ACCOUNTING PRONOUNCEMENTS
--------------------------------
In December 2004 the FASB issued SFAS No. 123 (revised 2004), Shares
- Based Payment, ("SFAS NO. 123 R"), which amends, "Accounting for
Stock Based Compensation, and supersedes APB Opinion No. 25,
Accounting for Stock Issued to Employees. SFAS No. 123 (R) requires
compensation expense to be recognized for all share based payments
made to employees based on the fair value of the award at the date
of grant, eliminating the intrinsic value alternative allowed by
SFAS No. 123. Generally, the approach to determining fair value
under the original pronouncement has not changed. However, there are
revisions to the accounting guidelines established, such as
accounting for forfeitures that will change our accounting for
stock-based awards in the future.
SFAS No. 123 (R) must be adopted in the annual period beginning
after June 15, 2005. The statement allows companies to adopt its
provision using either of the following transition alternatives:
(i) The modified prospective method, which results in the
recognition of compensation expense using SFAS 123(R) for all
share-based awards granted after the effective date and the
recognition of compensation expense using SFAS 123 for all
previously granted share - based awards that remain unvested at the
effective date; or
(ii) The modified retrospective method, which results in applying
the modified prospective method and restating prior periods by
recognizing the financial statement impact of share-based payments
in a matter consistent with the pro forma disclosure requirements of
SFAS No. 123. The modified retrospective method may be applied to
all prior periods presented or previously reported interim periods
of the year of adoption.
The Company has not yet determined either the method of adoption or
the impact that the new standard is expected to have on our
financial statements.
In March 2005, the Securities and Exchange Commission ("SEC")
released SEC Staff Accounting Bulletin No. 107, Share-Based Payment
("SAB 107"). SAB 107 provides the SEC staff position regarding the
application of SFAS 123R. SAB 107 contains interpretive guidance
related to the interaction between SFAS 123R and certain SEC rules
and regulations, as well as provides the staff's views regarding the
valuation of share-based payment arrangements for public companies.
SAB 107 also highlights the importance of disclosures made related
to the accounting for share-based payment transactions. The Company
is currently evaluating SAB 107 and will be incorporating it as part
of its adoption of SFAS 123R.
In May 2005, the FASB issued SFAS No. 154, Accounting Changes and
Error Corrections ("SFAS 154") which supersedes APB Opinion No. 20,
Accounting Changes and SFAS No. 3, Reporting Accounting Changes in
Interim Financial Statements. SFAS 154 changes the requirements for
the accounting for and reporting of changes in accounting principle.
The statement requires the retroactive application to prior periods'
financial statements of changes in accounting principles, unless it
is impracticable to determine either the period specific effects or
the cumulative effect of the change. SFAS 154 does not change the
guidance for reporting the correction of an error in previously
issued financial statements or the change in an accounting estimate.
SFAS 154 is
10
ACTIVECORE TECHNOLOGIES, INC.
(FORMERLY IVP TECHNOLOGY CORPORATION)
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
effective for accounting changes and corrections of errors made in
fiscal years beginning after December 15, 2005. The Corporation does
not expect the adoption of SFAS 154 to have a material impact on its
consolidated results of operations and financial condition.
NEW ACCOUNTING POLICY
---------------------
The Company has a significant customer associated with its SIM
division for which it operates a rebate program. This program allows
this customer to earn rebates which can be redeemed towards
consulting engagements in the subsequent fiscal year. The customer
earns these rebates based on remitting payment for current projects
within a specified time period. The Company has recorded an accrual,
based on its best estimate of this future liability, which has been
included on its Consolidated Balance Sheet as an accrued liability.
In determining the appropriate amount of this accrual at reporting
dates, the Company considers numerous factors, including this
customer's history at both earning these rebates and redeeming them
within the required period before they expire.
11
ACTIVECORE TECHNOLOGIES, INC.
(FORMERLY IVP TECHNOLOGY CORPORATION)
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
NOTE 2 DISCONTINUED OPERATIONS
- ------ -----------------------
SILVERBIRCH STUDIO
------------------
Effective February 29, 2004, the Company entered into an agreement
to sell certain assets and liabilities of the Company's cellular
phone game and ring tone development group, SilverBirch Studios, and
the web portals Recessgames.com, Bladeofzorro.com and
Silverbirchstudios.com (collectively, the "Games Division") to
SilverBirch Studios, Inc. SilverBirch Studios Inc. is majority owned
by a former employee and officer of the Company.
The purchase price consisted of the following:
(a) A promissory note in the amount of $830,300 (CAD
$1,000,000) payable in 10 monthly installments
commencing June 30, 2005. The note bears interest at 12%
per annum, to be paid on a monthly basis commencing on
June 30, 2004. In February, 2005 the Company reached an
agreement with SilverBirch Studios Inc. to amend the
terms of the note to extend the repayment over 2 years
commencing July 2005 and to take shares in lieu of
interest cash payments for interest owing from September
2004 to June 30, 2005. The Company waived the penalty
fee equal to 20% of the interest payment. The note is
collateralized by a general security agreement in first
position over all assets of SilverBirch Studios Inc.
(b) The Company agreed to maintain a 5% equity interest in
SilverBirch Studios Inc., with participation rights to
maintain that 5% ownership rate. The Company determined
that the value of the 5% interest is $0.
(c) Under a royalty agreement with a 4-year term commencing
on March 1, 2004, SilverBirch agreed to pay the Company
a royalty equal to 2% of the gross revenues of
SilverBirch, payable on a quarterly basis during the
term. The total royalty payments were to be capped at a
maximum of $1,079,300 (CAD $1,300,000). The Company has
not received any royalties as of June 30, 2005.
(d) A non-exclusive grant of the right to use any games that
were in the process of being created by the games
division up until the effective date of the sales
agreement for use in the Company's direct marketing and
advertising operations on the basis of a royalty equal
to normal commercial terms less 10%.
Due to the fact that the recoverability of the note was
dependent upon the future successful operations of the
division sold, management had previously determined that the
recognition of the sales proceeds was not appropriate.
Accordingly, the value of the note which amounted to $830,300
(CAD $1,000,000) was not included in the consolidated results
for the fiscal quarter ended March 31, 2004.
During the quarter ended June 30, 2005, SilverBirch Studios
Inc. announced its intention to enter into a reverse take-over
transaction (the "RTO") which would result in it becoming a
publicly traded company on the TSX Venture Exchange ("TSXV").
It is expected that this transaction will be completed in
August, 2005. On June 30, 2005, the Company restructured the
above consideration with SilverBirch Studios Inc. such that
the original purchase consideration as described above will be
waived in consideration for the following:
(a) SilverBirch Studios Inc. will pay the Company CAD
$125,000 (US $102,000) upon completion of the RTO.
12
ACTIVECORE TECHNOLOGIES, INC.
(FORMERLY IVP TECHNOLOGY CORPORATION)
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
(b) The Company will be granted 1,750,000 common shares in
the new public company that SilverBirch Studios Inc.
reverses into. Trading of the shares of this public
company is currently halted in anticipation of the
completion of the RTO.
(c) The Company will receive 1,000,000 warrants priced at
CAD $0.36 with an expiry date of January 31, 2006 upon
completion of the RTO.
The Company will recognize the above consideration in its
consolidated statement of operations in the period in which the
above consideration is received.
Following is a summary of the results of operations of the Games
Division for the period from January 1, 2004 through June 30, 2004.
2004
---------
Salaries and wages $ 130,569
Other (1,983)
---------
Net loss from discontinued operations $ 128,586
=========
13
ACTIVECORE TECHNOLOGIES, INC.
(FORMERLY IVP TECHNOLOGY CORPORATION)
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
NOTE 3 ACQUISITIONS
- ------ ------------
CRATOS TECHNOLOGIES SOLUTIONS, INC.
-----------------------------------
On May 19, 2005, the Company completed the acquisition of Cratos
Technology Solutions Inc., an Ontario corporation ("Cratos"). The
Company effected the acquisition of Cratos pursuant to the terms of
a Share Purchase Agreement dated February 22, 2005, as amended May
19, 2005. Under the terms of the Share Purchase Agreement, the
Registrant acquired from Andrew Wickett ("Wickett") and Debbie
Gracie-Smith ("Gracie-Smith") all of the stock of Cratos in exchange
for total consideration of approximately $2.1 million, comprised of
cash, a promissory note due August 2005, and common stock of the
Company. Cratos is a solutions-oriented organization specializing in
international banking and financial transaction processing. The
majority of Cratos' customers specialize in card products such as
Visa(R), MasterCard(R), Eurocard, Smart cards, Debit cards, Credit
cards, Store cards, Private label cards, and Loyalty-based products.
The Company accounted for this acquisition using the purchase method
of accounting in accordance with the provisions of SFAS No. 141, and
began consolidating the results of Cratos effective May 1, 2005.
Under the terms of the Share Purchase Agreement, the Company issued
9,021,030 shares (the "Purchaser Shares") of its common stock (in
equal proportions to Wickett and Gracie-Smith) and paid cash in the
amount of $79,560 (in equal proportions to Wickett and
Gracie-Smith), and issued promissory notes in the amount of $79,560
(in equal proportions to Wickett and Gracie-Smith). The Company
valued the common stock issued in accordance with this transaction
based on a simple average of the closing share price of the Company
for 2 days prior and subsequent to this transaction being announced.
On this basis, the common stock issued in connection with this
transaction was valued at $1,947,787.
The purchase price is subject to an adjustment mechanism which will
require the Company to issue up to an additional 800,000 shares to
Wickett and Gracie-Smith (in equal proportions) in the event Cratos
exceeds certain specified profitability targets for Cratos for the 8
successive quarters following the close of this transaction. The
Company will account for any additional consideration earned in the
period in which such additional consideration is determined. The
Company is still assessing the impact, if any, which such additional
consideration, if earned, will have on its future consolidated
statements of operations.
The Company also issued 3,921,633 shares of its common stock to this
same supplier as bonus shares in consideration for its agreement to
(i) enter into renewed agreements with Cratos, and (ii) terminate
any existing security agreements between such party and Cratos as
well as discharge any registered security and agree to subordinate
any future security to that of any senior lender of the Company. No
gain or loss was recorded on this transaction.
The preliminary purchase price allocation set forth below
represents management's best estimate of the allocation of the
purchase price and the fair value of net assets acquired. The
valuation of the acquired intangible assets and the assessment of
their expected useful lives are based on a preliminary assessment
undertaken by management. The final valuation may differ from the
preliminary purchase price allocation and these differences may be
material.
The following table summarizes the estimated fair values of
the assets acquired and liabilities assumed as of the date of the
Cratos acquisition:
14
ACTIVECORE TECHNOLOGIES, INC.
(FORMERLY IVP TECHNOLOGY CORPORATION)
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
Current assets $ 1,251,514
Long term assets 111,032
Customer assets 1,023,380
Goodwill 4,085,394
-----------
Total assets acquired 6,471,320
Total liabilities assumed (4,364,413)
-----------
Net assets acquired 2,106,907
===========
The customer assets of $1,023,380 have been assigned a life of five
years. The useful lives assigned represent management's preliminary
estimates and changes may occur from these preliminary estimates and
these changes may be material. The Company also recorded a deferred
tax liability of $368,000 in respect of the temporary difference
associated with this intangible asset.
The portion of the purchase price allocated to goodwill was assigned
to the Company's Systems Integration and Modernization reporting
segment. No amount of the goodwill is expected to be deductible for
tax purposes.
As part of the purchase price allocation, the Company recognized
liabilities in connection with this acquisition of $820,000. The
liabilities represent severance charges of $119,000, costs
associated with completing this transaction of $72,000, and costs
relating to excess facilities of $630,000. Of these amounts,
$127,000 has been recorded in the Company's Consolidated Balance
Sheet as a current accrued liability and $503,000 has been recorded
as a long-term accrued liability. The Company expects that the
severance costs and costs associated with completing this
transaction will be discharged by the end of the current fiscal
year, while the costs associated with excess facilities will be
discharged over the term of the respective facility lease.
DISCLOSUREPLUS INC.
-------------------
On February 25, 2005, the Company acquired all the outstanding
common stock of DisclosurePlus Inc. ("DP") a privately held Canadian
Corporation which provides publicly traded corporations with the
foundation and tools to enhance the scope of corporate disclosure
on-line with a standardized regulatory compliant web-based solution.
Consideration for this acquisition represented 1,200,000 shares of
the Company's restricted common stock valued at $264,000 in addition
to $125,000 payable in cash. The 1,200,000 shares have been
classified as shares to be issued on the Company's consolidated
balance sheet and were issued subsequent to the end of the quarter.
As of June 30, 2005, $85,000 of the cash had been paid with the
remaining $40,000 payable in equal amounts on August 15, 2005 and
September 15, 2005 respectively. The Company also acquired
intellectual property relating to the DP business in a concurrent
transaction. The consideration above represents the total
consideration for this entire acquisition. The value was allocated
to the common share consideration and was based on the weighted
average share price of the Company's common shares for the two
trading days before, the day of, and the two days after the day the
Company entered into the terms of the acquisition agreement. The
Company accounted for this acquisition using the purchase method of
accounting in accordance with the provisions of SFAS No. 141, and
accordingly, DP's operating results have been included in the
Company's consolidated statement of operations from the acquisition.
The Company acquired net tangible
15
ACTIVECORE TECHNOLOGIES, INC.
(FORMERLY IVP TECHNOLOGY CORPORATION)
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
liabilities of $29,000 though the transaction provided the Company
with intellectual property, customers, and a set of employees who
had operated this business prior to the acquisition. The excess of
the consideration given over the fair value of the net assets
acquired ($389,000) has been recorded as goodwill and is not
deductible for tax purposes.
The preliminary purchase price allocation set forth below represents
management's best estimate of the allocation of the purchase price
and the fair value of net assets acquired. The valuation of the
acquired intangible assets and the assessment of their expected
useful lives are based on a preliminary assessment undertaken by
management. The final valuation may differ from the preliminary
purchase price allocation and these differences may be material.
The Company will account for the purchased goodwill in accordance
with the provisions of SFAS 142. The entire balance of goodwill
recorded on this transaction will be allocated to the Company's
Corporate Disclosure and Messaging segment.
The Company's preliminary purchase price allocation recorded for the
acquisition of DP is as follows:
Technology assets $ 250,000
---------
Goodwill 168,000
Total assets acquired 418,000
Liabilities assumed (29,000)
Net assets acquired $ 389,000
=========
The above purchase price allocation is subject to adjustment these
adjustments may be material.
Pro forma results
The following pro forma results of operations reflect the combined
results of Activecore and Cratos (acquired on May 1, 2005) for the
three and six-month periods ended June 30, 2005 and 2004 as if the
business combination occurred at the beginning of Activecore's
fiscal year. The information used for this pro forma disclosure was
obtained from internal financial reports prepared by Cratos for the
four month period ended April 30, 2005, the three month period ended
March 31, 2005, the six month period ended June 30, 2004 and the
three month period ended March 31, 2004. Pro forma financial
information giving effect to the acquisition of DP has not been
provided on the basis that its results of operations for the three
and six months ended June 30, 2005 and 2004 would not be material to
the Company.
Three months ended June 30 Six months ended June 30
--------------------------- ---------------------------
2005 2004 2005 2004
------------ ------------ ------------ ------------
Revenue $ 2,374,094 $ 2,365,835 $ 4,182,386 $ 3,212,589
Net income (loss) $ (1,397,710) $ 227,774 $ (2,157,546) $ (746,173)
Net income (loss) per share, basic and diluted $ (0.02) $ 0.00 $ (0.04) $ (0.02)
============ ============ ============ ============
Shares used in basic and diluted income (loss)
per share calculation 59,846,795 47,363,645 57,910,163 44,410,224
============ ============ ============ ============
These pro forma results are not necessarily indicative of what
would have occurred if the acquisitions had actually been completed
as of the assumed dates and for the periods presented. The pro
16
ACTIVECORE TECHNOLOGIES, INC.
(FORMERLY IVP TECHNOLOGY CORPORATION)
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
forma results represent Activecore's preliminary assessment of the
intangible assets and are subject to change and, therefore, the
final values may differ substantially from these amounts. The actual
results for the quarter ended June 30, 2005 include the results for
Cratos beginning May 1, 2005.
NOTE 4 ACCOUNTS RECEIVABLE
- ------ -------------------
The components of accounts receivable, net, as of June 30, 2005 and
December 31, 2004 consist of:
2005 2004
--------------- ---------------
Trade receivables $ 3,150,140 $ 2,808,335
Imputed interest discount (82,685) (100,000)
Allowance for doubtful accounts (108,041) --
--------------- ---------------
Accounts receivable, net $ 2,959,414 $ 2,708,335
=============== ===============
Trade receivables consist primarily of vendor receivables for
enterprise software and information technology services sold. An
imputed interest discount is included in the value of accounts
receivable.
NOTE 5 CAPITAL ASSETS
- ------ --------------
As of June 30, 2005 and December 31, 2004, property and equipment
consisted of:
2005 2004
--------------- ---------------
Computer equipment $ 541,088 $ 476,990
Office equipment and furniture 104,190 87,371
Computer software 67,094 33,378
Leasehold improvements 41,099 41,185
Vehicles 11,736 --
--------------- ---------------
765,207 638,924
--------------- ---------------
Less: accumulated depreciation and
amortization 404,628 326,464
--------------- ---------------
Property and Equipment, net $ 360,579 $ 312,460
=============== ===============
Assets held under capital lease in the amount of $64,584 (2004 -
$64,584) with accumulated depreciation in the amount of $33,526
(2004 - $22,802) are included in computer equipment.
17
ACTIVECORE TECHNOLOGIES, INC.
(FORMERLY IVP TECHNOLOGY CORPORATION)
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
NOTE 6 GOODWILL AND OTHER INTANGIBLE ASSETS
- ------ ------------------------------------
Goodwill and other intangibles assets consisted of the following as
of June 30, 2005 and December 31, 2004:
2005 2004
-------------- --------------
Other intangible assets subject to amortization:
Customer contracts $ 1,950,225 $ 1,024,666
Customer lists 275,000 275,000
Capitalized software 115,701 115,701
Technology assets 250,000
Licenses 51,242 51,242
-------------- --------------
2,642,168 1,466,609
-------------- --------------
Less: Accumulated amortization
Customer contracts (230,275) (97,419)
Customer lists (160,416) (114,583)
Capitalized software (67,494) (48,210)
Technology assets (15,625) --
Licenses (51,240) (32,259)
-------------- --------------
(525,050) (292,471)
-------------- --------------
Other intangible assets subject to amortization, net 2,117,118 1,174,138
Goodwill 4,627,046 622,003
-------------- --------------
Goodwill and other intangible assets, net $ 6,744,164 $ 1,796,141
============== ==============
The activity in goodwill for the six months ended June 30, 2005 is
as follows:
Balance, December 31, 2004 $ 622,003
Plus: Goodwill recorded for Disclosureplus
acquisition 168,000
Plus: Goodwill recorded for Cratos acquisition 4,085,394
Effect of foreign exchange rate fluctuation (248,351)
--------------
Balance, June 30, 2005 $ 4,627,046
--------------
18
ACTIVECORE TECHNOLOGIES, INC.
(FORMERLY IVP TECHNOLOGY CORPORATION)
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
The activity in identifiable intangible assets for the six months
ended June 30, 2005 is as follows:
Balance, December 31, 2004 $ 1,174,138
Plus: Customer assets recorded for Cratos acquisition 1,023,380
Plus: Technology assets recorded for DP acquisition 250,000
Less: Amortization for the 6 month period ended
June 30, 2005 (232,578)
Effect of foreign exchange rate fluctuation (97,822)
-----------
Balance, June 30, 2005 $ 2,117,118
-----------
Estimated future amortization of other intangible assets based on
balances existing at June 30, 2005 is as follows:
2005 remainder of the year $ 202,233
2006 534,658
2007 468,203
2008 468,203
2009 341,485
2010 and beyond 102,336
----------
Total $2,117,118
==========
19
ACTIVECORE TECHNOLOGIES, INC.
(FORMERLY IVP TECHNOLOGY CORPORATION)
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
NOTE 7 INVESTMENT
- ------ ----------
On June 26, 2003, the Company purchased 300,000 common shares, equal
to approximately 5% of the then issued share capital of ePocket,
Inc. for 1,000,000 shares of the Company's common stock. The shares
were valued at $0.25 per share or an aggregate of $250,000,
representing the market value at the date of issuance. The
investment in ePocket, Inc. is valued at cost in the accompanying
consolidated balance sheet. See Note 20 for information concerning
this investment which transpired subsequent to June 30, 2005.
NOTE 8 LONG-TERM DEBT
- ------ --------------
Long-term debt consists of the following:
June 30, 2005 June 30, 2004
------------------ ------------------
Note payable to IBEW Local Union 105,
five year term, no principal
payments until August 2004, bearing
interest at 12% (1) $ 500,000 $ 500,000
Note payable to SCI Healthcare Group, unsecured (2) 84,370 130,915
Short term loans (3) 596,067 543,901
Bank term loan, seven year term with monthly
equal principal payments, bearing interest
at the Canadian prime plus 3% (4) 157,800 173,967
Bank term loan, 30 months term with monthly
equal principal payments, bearing interest
at the HSBC(Britain) Base Rate plus 4.5% 151,603 --
------------------ ------------------
1,489,840 1,348,783
Less current portion 1,301,775 857,161
------------------ ------------------
Long term portion $ 188,065 $ 491,622
------------------ ------------------
20
ACTIVECORE TECHNOLOGIES, INC.
(FORMERLY IVP TECHNOLOGY CORPORATION)
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
(1) On July 31, 2003, the Company's wholly owned Canadian
subsidiary ActiveCore Technologies Limited, received a
$500,000 term loan from the International Brotherhood of
Electrical Workers union in Hamilton, Ontario, Canada. Under
the terms of the agreement, the first year accrued interest at
the rate of 12% and the principal was repayable over a
five-year term with no principal nor interest payments
required during the first 12 months, principal payments were
to be amortized over the remaining 48 months of the loan. The
loan was convertible into common stock of the Company at the
rate of 4.5 shares for every 1 dollar of the loan balance,
excluding interest, remaining at the time of conversion. As
additional consideration for the loan, the Company issued
warrants to the lender for the purchase of 50,000 shares of
common stock at a purchase price of $0.312 per share which
expired on July 31, 2004. The fair value assigned to the
warrants amounted to $0. The Company estimated the fair value
of the warrant at the grant date by using the Black-Scholes
option-pricing model with the following weighted average
assumptions used for this grant; no dividend yield for all
years; expected volatility of 9.3%; risk-free interest rate of
1.12%, and an expected life of 1 year. The loan is
collateralized by substantially all of the assets of the
subsidiary Company. During the year ended December 31, 2004
the Company and the union agreed to exchange the outstanding
loan into mandatorily redeemable convertible preferred shares
(series C) in exchange for the note payable and the release of
its security over ActiveCore Technologies Limited. The series
C shares were not issued as at June 30, 2005. Interest that
accrues on the note until conversion to preferred shares will
be satisfied by cash or the issuance of additional common
shares. Once the note is converted to the series C preferred
shares a dividend equal to 12% on the outstanding preferred
share balance will be payable in cash or in the form of
additional common shares.
(2) The promissory note relating to the acquisition of SCI
Healthcare Group bears interest at 10%. SCI Healthcare is
acting as a billing and collection agent for the Company with
respect to a specific customer in the healthcare industry.
Amounts collected by SCI Healthcare are not remitted back to
the Company but rather serve to reduce this promissory note.
(3) During 2004, various arm's length parties loaned the Company,
on a short term basis, funds to assist with working capital.
(4) On August 17, 2004 one of the Company's Canadian subsidiaries
obtained a term loan with a Canadian Chartered Bank in the
amount of (CAD) $220,000. Under the terms of the agreement,
the loan is repayable over a seven year term with principal
and interest payments due monthly. Interest on the borrowings
is the bank's prime rate plus 3%.
(5) Future maturities of short and long-term notes payable as of
June 30, 2005 are as follows:
2005 $ 1,241,108
2006 121,338
2007 33,568
2008 25,589
2009 25,589
2010 25,589
2011 17,059
----------------
$ 1,489,840
================
21
ACTIVECORE TECHNOLOGIES, INC.
(FORMERLY IVP TECHNOLOGY CORPORATION)
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
NOTE 9 LINE OF CREDIT
- ------ --------------
In conjunction with the close of the Cratos acquisition, the Company
secured a line of credit with a Canadian chartered bank. This line
of credit allows for maximum borrowings under it of $1.75 million
and bears interest at the rate of prime plus 1%. Security for this
facility is comprised of a general security agreement over all of
the assets of the Company's subsidiary which entered into this
facility, as well as personal guarantees by two of the Company's
senior executives. Borrowings under this facility may not exceed 85%
of specified receivables as defined in the respective credit
agreement. There existed no unused portion of this facility at June
30, 2005.
NOTE 10 DUE TO RELATED PARTIES
- ------- ----------------------
The Company's officers and directors have loaned various amounts to
the Company and its subsidiaries to meet operating cash flow
requirements. The amounts due to related parties are non-interest
bearing and have no specific repayment terms. The balances due to
them were $155,992 and $132,364 as of June 30, 2005 and December 31
2004, respectively, and are classified as current liabilities in the
accompanying consolidated balance sheet.
During 2004 Ardrossan Investments Inc. a Canadian Controlled Private
Corporation owned and operated by the spouse of a former officer and
director of the Company loaned the Company, on a short term basis,
funds to assist with working capital. This loan was paid in full
during fiscal 2005.
NOTE 11 REVERSE STOCK SPLIT
- ------- -------------------
In order to satisfy the terms of the Cratos share purchase agreement
(see note 3), the Company conducted a reverse split of its shares on
a 10:1 basis effective March 1, 2005. All share information
contained in this Form 10-QSB has given effect to this transaction.
NOTE 12 TAXES PAYABLE
- ------- -------------
Activecore Technologies Limited, a Canadian subsidiary of ActiveCore
Technologies, Inc. has a liability to the Canada Customs and Revenue
Agency ("CCRA") for $442,870 including un-remitted payroll taxes,
$83,000 from a December 31, 2002 CCRA employee audit assessment
whereby several contract employees were deemed to be eligible for
statutory pension and unemployment premiums not previously recorded,
as well as interest and penalties. The Company has accrued these
liabilities together with appropriate interest and penalties. This
liability is included in taxes payable in the current liabilities
section of the accompanying consolidated balance sheet as of June
30, 2005. The Company is in the process of negotiating a payment
plan with CCRA. Failure to continue to make payments on a timely
basis could result in an aggressive collection effort by the CCRA
which could have a significant negative effect on the Company's
operations.
NOTE 13 COMMITMENTS AND CONTINGENCIES
- ------- -----------------------------
(a) On January 13, 2002, the Company canceled its "Power Audit"
software distribution agreement with Orchestral (the
"licensor"). In January 2003, the licensor commenced a
proceeding in Ontario, Canada against the Company which was
placed into abeyance and then revived in August 2003 alleging
that the Company had infringed upon the copyright that the
licensor maintained, and further that the Company had breached
the distribution contract. The licensor has claimed punitive
and exemplary
22
ACTIVECORE TECHNOLOGIES, INC.
(FORMERLY IVP TECHNOLOGY CORPORATION)
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
damages of CAD $4,000,000 and CAD $1,000,000, respectively.
The Company has retained legal counsel to defend itself on the
basis that there is no merit to the case and even if there was
merit, the time frame in which to bring an action in the
contract has expired.
Compulsory mediation has occurred in the case and no
settlement was offered or agreement was arrived at during the
mediation phase. The next step would normally be "examination
for discovery" then on to a trial. The Company has not yet
determined if it will counter-sue for return of all proceeds
paid to Orchestral during the period of time between 1999 and
2001. The licensor sent a settlement letter to the Company
dated January 10, 2005 and has subsequently brought an
Application before the Ontario courts to enforce the terms of
the settlement letter. The court ordered that the settlement
letter was enforceable and that $226,000 was owed by the
Company to the licensor. An appeal by the Company of this
judgment is pending. An allocation of $226,000 has been made
on the Company's financial statements for the punitive and
exemplary damages, however, it maintains that the action is
frivolous.
(b) On March 17, 2000, the Company entered into a consulting
agreement with the former stockholder of an inactive reporting
shell company that the Company acquired. The consulting
agreement provides that one year after the execution of the
agreement, ("reset date"), the 35,000 common shares issued by
the Company to the former stockholder shall be increased or
decreased based upon the average closing price of the
Company's stock 30 days prior to the reset date, so the value
of the 35,000 shares will equal $50,000. The average closing
price of the stock was $14.87 per share. The Company is
obligated to issue an additional 30,284 common shares to the
consultant as an additional fee.
In March 2004, the consultant filed a claim in the Superior Court of
the District of Columbia against the Company seeking, among other
things, the reset shares. The Company engaged legal counsel to
vigorously defend itself against the claim. The Company believes the
consultant is not entitled to the reset shares due to the SEC and
regulatory problems relating to the acquisition of the shell company
and as such has not provided any accrual for this matter in the
accompanying consolidated financial statements. This case is
proceeding to arbitration on August 26, 2005 which will take place
in Washington, D.C.
(c) From December 2003 to April 2004, the Company was engaged in
discussions with certain major shareholders of Infolink
Technologies Limited with regard to the potential acquisition
of Infolink Technologies Ltd. a public company listed on the
Toronto Stock Exchange venture board under the symbol "IFL".
During the course of discussions, an offer to purchase was
rebuffed by Cesar Correia, the former Chairman of the Board,
President and CEO and 34% shareholder of Infolink. At the
time, Mr. Correia was told that the Company would purchase
another competitor to Infolink, C Comm Network Corporation. In
May of 2004, the Company purchased C Comm. In July of 2004, an
unrelated minority shareholder of Infolink commenced an action
in Ontario alleging that Mr. Correia has mismanaged Infolink
and amongst other things that he had inappropriately obtained
funds from the company and converted them to his own purposes.
The day prior to the court hearing with regard to the minority
shareholder action, Mr. Correia together with Infolink
Technology commenced a proceeding in the same Ontario court
alleging unfair competition as a result of an alleged improper
acquisition of confidential information from Infolink and
numerous other causes of action. Meanwhile, the court
appointed a monitor and investigator to look into the
allegations against Mr. Correia. The court appointed monitor
and investigator issued an interim report in October 2004
which found that several of the allegations against Mr.
Correia were substantiated. Mr. Correia was removed from the
position of Chairman, President and CEO of Infolink and is now
an employee of Infolink. The Company believes that Infolink as
a corporate entity will not proceed with any action against
the Company as the Company believes that the action was
commenced as a defensive move by Mr. Correia and now that he
has been removed from management of Infolink there is little
basis for the action to continue.
23
ACTIVECORE TECHNOLOGIES, INC.
(FORMERLY IVP TECHNOLOGY CORPORATION)
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
NOTE 14 COMMON AND PREFERRED SHARES
- ------- ---------------------------
COMMON SHARES
On February 9, 2005, the Company issued 400,000 restricted shares of
Common stock to two directors as Director's fee. The fair value of
these shares was $120,000, based on the market value on the date
they were issued was $0.30 each.
80,000 restricted shares of Common stock were also issued to two
outside parties to pay for services rendered to the Company. The
Company has recorded, in its Consolidated Statement of Operations,
an expense of $24,000 representing the fair market value of these
shares on the date they were issued.
During the six months ended June 30, 2005, the Company issued 50,010
restricted shares of Common stock for beneficial owner round up as a
result of the reverse stock split on March 1, 2005.
PREFERRED SHARES
The Company has issued or committed to issue three series of
preferred shares:
SERIES A AND B
--------------
On September 14, 2004, the board of directors authorized the
issuance of 8,333,333 Series A and 4,167,667 Series B preferred
shares which had a purchase price of $0.03 and $0.06, respectively
totaling $500,000 of which $150,000 remains outstanding at December
31, 2004. With respect to the Series A shares, the Company may force
conversion if the trading price of the Company's common shares
exceeds $2.00 for 30 days. With regard to the Series B shares, the
Company may force conversion if the trading price of the Company's
common shares exceeds $4.00 for 30 days. These shares have a right
of redemption whereby if the stock is not converted within 5 years,
the Company, at its option, shall have the right to redeem all
outstanding but unconverted shares of series A (same for B)
Preferred Stock held by such person by paying to the holder thereof
$0.30 (for B, $0.60) per share plus all accrued but unpaid dividends
thereon, if any. These shares are not manditorily redeemable. The
preferred shareholders will be paid a dividend at the rate of 10%
per annum.
SERIES C
--------
In 2004, the Company and the International Brotherhood of Electrical
Worker's Union (See Note 8) agreed to convert the outstanding loan
of $500,000 into Series C convertible preferred shares. The terms of
the Series C preferred stock require the Company to redeem the
preferred shares over 16 quarters, commencing on December 31, 2004.
The Company shall have the option of paying the quarterly
redemptions in the form of cash or common shares. Also the preferred
shares will have a 12% annual dividend rate payable quarterly based
on the number of preferred shares outstanding at the end of the
quarter. As at June 30, 2005 the Series C preferred shares have yet
to be issued.
24
ACTIVECORE TECHNOLOGIES, INC.
(FORMERLY IVP TECHNOLOGY CORPORATION)
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
NOTE 15 WARRANTS
- ------- --------
The Company's Board of Directors has granted warrants to
non-employees of the Company. The following is a summary of activity
under these warrant provision.
Non-Employee Weighted
Options and Average
Warrants Exercise Price
------------------ ------------------
Warrants outstanding at December 31, 2003 88,000 1.47
Expired 51,500 0.45
Granted 400,000 0.18
------------------ ------------------
Warrants outstanding at June 30, 2005 and December 31, 2004 436,500 $ 0.42
================== ==================
As of June 30, 2005 and December 31, 2004, all warrants were fully
vested and exercisable.
NOTE 16 INCOME TAXES
- ------- ------------
No provision for Federal, state and foreign income taxes has been
recorded as the Company has net operating loss carry forwards to
offset any net income for the three and six month periods ended June
30, 2005 and the year ended December 31, 2004. As of June 30, 2005,
the Company has significant net operating loss carry forwards for
income tax purposes available to offset future taxable income. The
Company is in arrears on filing many of its statutory income tax
filings and is therefore unable to determine the amount of such
carry forwards at this time. Under the Tax Reform Act of 1986, the
amounts of and benefits from net operating losses and capital losses
carried forward may be impaired or limited in certain circumstances.
Events, which may cause limitations in the amount of net operating
losses that the Company may utilize in any one year, include, but
are not limited to, a cumulative ownership change of more than 50%
over a three-year period. Deferred tax assets as of June 30, 2005
and December 31, 2004 consist primarily of the tax effect of net
operating loss carry forwards and amortization of intangibles. The
Company has provided a full valuation allowance on the deferred tax
assets as of June 30, 2005 and December 31, 2004 to reduce such
deferred tax assets to zero, as it is management's belief that
realization of such amounts is not considered more likely than not.
25
ACTIVECORE TECHNOLOGIES, INC.
(FORMERLY IVP TECHNOLOGY CORPORATION)
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
NOTE 17 TOTAL COMPREHENSIVE INCOME (LOSS)
- ------- ---------------------------------
The following table presents the Company's total comprehensive
income (loss) for the three and six month periods ended June 30,
2005 and 2004 respectively:
Three months Three months Six months Six months
ended June 30, ended June 30, ended June 30, ended June 30,
2005 2004 2005 2004
--------------- --------------- --------------- ---------------
Net income (loss) for the
period $ (1,281,248) $ 25,851 $ (2,235,430) $ (761,826)
Other comprehensive income
(loss) for the period $ (322,224) $ 47,922 $ (262,843) $ 56,144
--------------- --------------- --------------- ---------------
Comprehensive net income
(loss) for the period $ (1,603,472) $ 73,773 $ (2,498,273) $ (705,682)
=============== =============== =============== ===============
NOTE 18 SEGMENT INFORMATION
- ------- -------------------
The Company has two reportable segments: Systems Integration
and Modernization ("SIM") and Corporate Disclosure and Messaging
("CDM"). For detailed descriptions of the Company's two operating
segments refer to Management's Discussion and Analysis beginning on
page 32. The Company evaluates operating segment performance based
on revenues and direct operating expenses of the segment. The
accounting policies of the operating segments are the same as those
set forth in the Company's Annual Report on Form 10-KSB for the year
ended December 31, 2004.
Contribution margin from operating segments does not include
amortization of intangible assets, depreciation, interest, other
income (expense) and provision for income taxes. Goodwill and other
intangible assets have been included in segment assets.
Prior to the quarter ended June 30, 2005, the Company operated
in only one operating segment - the delivery of software products
and services. Consequently, segment operating results have only been
provided for the three months ended June 30, 2005, and segment
assets have been provided only as of June 30, 2005. Prior year
comparatives have not been provided on the basis that the
acquisition of Cratos during the quarter ended June 30, 2005 caused
these segments to be created, and hence these segments did not exist
in the prior year.
26
ACTIVECORE TECHNOLOGIES, INC.
(FORMERLY IVP TECHNOLOGY CORPORATION)
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
A reconciliation of the totals reported for the operating
segments to the applicable line items in the unaudited condensed
consolidated financial statements for the three months ended June
30, 2005 and 2004 is as follows:
SIM CDM Total
Revenue $ 1,665,267 $ 245,524 $ 1,910,791
Operating Costs (1,812,548) (462,495) (2,275,043)
---------------- ---------------- ----------------
Contribution Margin $ (147,281) $ (216,971) $ (364,252)
Less: Corporate expenses (678,124)
Less: Interest expense (51,091)
Less: Depreciation and amortization (184,226)
Less: Other expense (3,555)
----------------
Net loss for the period $ (1,281,248)
================
Segment assets as of June 30, 2005 $ 9,321,053 $ 1,395,527 $ 10,716,580
================ ================ ================
NOTE 19 SIGNIFICANT CUSTOMER AND VENDOR
- ------- -------------------------------
A single customer accounted for 39% and 31% of the Company's revenue
during the three and six month periods ended June 30, 2005
respectively. This customer did not account for any revenue during
the three or six month period ended June 30, 2004. This same
customer accounted for 30% of the Company's accounts receivable
balance at June 30, 2005 and nil as of June 30, 2004.
In addition, the Company uses consultants to deliver many of the
service contracts for its customers. These consultants are procured
primarily through one significant consulting agency. Amounts
recorded in the Company's Statements of Operations as direct wages
almost exclusively represent consulting services incurred through
this significant vendor.
NOTE 20 SUBSEQUENT EVENTS
- ------- -----------------
Investment in ePocket
On July 30, 2005, ePocket Inc. was purchased by Global
Sterling Payment Systems Limited ("GSPS", a UK based company
controlled by Peter Hamilton, CEO of ActiveCore). As part of this
transaction, the Company disposed of its investment on the same
terms and conditions of the other shareholders. Consideration for
the disposition of this investment represented CAD $300,000 plus a
.04% interest in GSPS.
Additional interest in GSPS
Additionally, subsequent to the end of the quarter ended June
30, 2005, the Company announced that it had reached an agreement
with GSPS to receive an additional 4.2% interest in GSPS in
consideration for management support and services rendered
principally during fiscal 2005.
27
ACTIVECORE TECHNOLOGIES, INC.
(FORMERLY IVP TECHNOLOGY CORPORATION)
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
Sale of Twincentric, Inc.
Subsequent to the end of the quarter ended June 30, 2005, the
Company completed the disposition of its U.K subsidiary,
Twincentric, Inc ("Twincentric"). The Company sold this subsidiary
to the majority shareholder of a group which originally sold this
company to Activecore during fiscal 2004. Consideration for this
transaction represented the return to Activecore of the 1,400,000
Common Shares originally paid to this previous majority shareholder.
This transaction will be accounted for during the Company's quarter
ending September 30, 2005. The Company is currently assessing the
financial statement impact of this transaction, but at the current
time does not expect that this sale will result in a loss.
28
ACTIVECORE TECHNOLOGIES, INC.
(FORMERLY IVP TECHNOLOGY CORPORATION)
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS. This Report contains
forward-looking statements. Such forward-looking statements include statements
regarding, among other things, (a) the Company's projected sales and
profitability, (b) the Company's growth strategies, (c) anticipated trends in
the Company's industry, (d) the Company's future financing plans, (e) the
Company's anticipated needs for working capital, (f) the Company's lack of
operational experience, and (g) the benefits related to ownership of the
Company's common stock. Forward-looking statements, which involve assumptions
and describe the Company's future plans, strategies, and expectations, are
generally identifiable by use of the words "may," "will," "should," "expect,"
"anticipate," "estimate," "believe," "intend," or "project" or the negative of
these words or other variations on these words or comparable terminology. This
information may involve known and unknown risks, uncertainties, and other
factors that may cause the Company's actual results, performance, or
achievements to be materially different from the future results, performance, or
achievements expressed or implied by any forward-looking statements. These
statements may be found under "Management's Discussion and Analysis or Plan of
Operations" as well as in this Report generally. Actual events or results may
differ materially from those discussed in forward-looking statements as a result
of various factors, including, without limitation, the risks outlined under
"Risk Factors" and matters described in this Report generally. In light of these
risks and uncertainties, there can be no assurance that the forward-looking
statements contained in this Report will in fact occur as projected.
OVERVIEW
ActiveCore Technologies, Inc. ("ActiveCore" or the "Company") is a Nevada
registered Company with its head office in Toronto, Canada, and operations in
the United States and the United Kingdom. The Company operates within the
enterprise software and services market in a sector which has been described by
the Gartner Group as that group of vendors of software and services that sell
and install "Smart Enterprise Suites" and related products. The Company has
organized itself into two distinct divisions to deliver its products and
services. The Systems Integration and Migration (SIM) division focuses on large
projects in the financial services, insurance, healthcare, education and
manufacturing industries. These projects are aimed at protecting the customer's
investment in, improving the functionality of, and extending the life span of
their existing information technology systems. The acquisition of Cratos
Technologies Solutions Inc. ("Cratos") during the quarter ended June 30, 2005 is
expected to begin to give this division critical mass. The Corporate Disclosure
and Messaging (CDM) division is focused on working with these same and
additional customers to provide them with a range of communication and
information distribution based products that allow them to leverage existing
corporate information and share it with their customers, employees and other
stakeholders and facilitates their move towards a Smart Enterprise.
The Company's products encompass application integration, application
modernization, application migration, content management, vertical application
portals, a corporate disclosure portal and an outbound corporate messaging
portal. This product set gives ActiveCore the capability to deliver effective,
efficient and economical integration, modernization, migration and corporate
messaging services or complete solutions to clients seeking to enable or extend
their existing systems to stakeholders and customers without wholesale changes
to their systems. ActiveCore's products are designed to enable the Company's
clients to extend the functions of their current systems, often called "legacy
systems", by using the Company's integration, modernization and migration
product sets that are sold and delivered by the SIM division. For organizations
wanting to take the next step in achieving what ActiveCore terms "A Smart
Enterprise" the Company offers its disclosure and messaging products that are
sold and delivered by the CDM division. By concentrating on the improvement of
the customers existing systems and providing an additional
communication/messaging product layer the Company is able to offer its customers
a cost effective way to rapidly improve the overall capability and extend the
life of their existing information technology assets.
The two divisions of the Company have very different revenue models and it
is important that this is clearly understood. See Note 18 to the consolidated
financial statements for segmented information which provide
29
ACTIVECORE TECHNOLOGIES, INC.
(FORMERLY IVP TECHNOLOGY CORPORATION)
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
more granular reporting by division so that shareholders can develop a better
understanding of the Company's revenue sources and how the revenue mix within
the two divisions affects the gross profit margin at a consolidated level.
The SIM division derives it revenue from the sale of value added labor and
software licenses. This division has repeat customers and maintenance revenue
but to grow it must find new customers on a regular basis to replace revenue
from completed projects. Projects in this division usually range from one to two
years in length and can exceed one million dollars in value. These projects tend
to have long sell cycles and are predominantly with large customers. The gross
profit percentage of this division varies based on the mix of sales as product
revenue tends to yield a higher margin than services revenue. The Company
considers this division to be a "solutions provider", therefore, there will
always be a mix of both product and service revenue but normally the mix will be
weighted towards services. In this division the Company competes with a variety
of System Integration "SI" vendors but has the advantage of having ownership of
most of the products it uses to develop client specific and industry specific
solutions.
The CDM division of the Company derives it revenue from the sale of
product based services and usually delivers these services via an Application
Service Provider (ASP) model. The size of the individual sales in this division
are much smaller than in the SIM division but the revenue generated by this
division is recurring in nature. Contracts in this division can vary from a one
time job to three years and the length is determined by the target customer.
Customers that purchase the DisclosurePlus product set usually sign three year
contracts that consist of an initial setup fee and monthly payments and once the
customer has committed to use this product set they become long term customers.
Customers that purchase the Messaging product set tend to sign shorter contracts
or choose to use the service as required. This division has shorter sell cycles
and employs both telephone and direct sales representatives. The contribution
margin from this division will vary based on the mix of Messaging sales versus
DisclosurePlus sales. DisclosurePlus sales will yield a higher margin once the
division has reached a critical mass of repeat customers.
The Company has set up a "service bureau" operation under the product
identity "ActiveCast" to implement the Messaging ASP service whereby it offers
broadcast services to customers on an outsourced basis using its own internal
installation of ActiveLINK and DynaPortal. The Company is actively increasing
the scope and revenue earning capacity of this operation by investing in fixed
assets and personnel to grow the revenue and client base. It should be noted
that as of June 30, 2005 the CDM business was still in relative infancy within
Activecore and the Company has just completed making a fairly substantial
investment in this division. The expenses in this division currently exceed its
revenue, but over the next two quarters the Company anticipates that this trend
will reverse and this division will be producing profits by the end of the
current fiscal year.
The Company completed the DisclosurePlus acquisition in the first quarter
to add additional revenue opportunities to this division and to increase the
amount of recurring revenue for the overall Company. The Company continues to
search for potential acquisition candidates that can expand the range of
products and services that the Company can offer within the context of the CDM
division. In this area of operations, the Company competes with such companies
as Infolink Technologies Limited in Canada, J2 Global Communications, Inc., and
Xpedite Corporation.
The Company has developed a clear vision of how it intends to expand the
business in the future. Expansion will be accomplished by growing the SIM and
the CDM divisions organically as well as developing markets via strategic
acquisitions in either division. The Company will also expand its marketing
program to increase the "upselling" and "cross selling" opportunities which
naturally exist between the two divisions.
The Company continues to hold a minority interest in ePocket, an
organization currently completing a major round of funding that will allow it to
enter the "electronic payment" market with a revolutionary product.
30
ACTIVECORE TECHNOLOGIES, INC.
(FORMERLY IVP TECHNOLOGY CORPORATION)
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
The Company maintains strong business relationships with both companies. The
Company envisions significant benefits from the Cratos acquisition as the
relationship and synergies between ePocket and ActiveCore become more developed
in the upcoming quarters.
MARKET POSITIONING SUMMARY
THE COMPANY'S "SMART ENTERPRISE SUITE"
The Company provides organizations of all sizes with the capability to
integrate, enable, and extend their "legacy systems" to connect to and
communicate with their customers, employees and stakeholders. Therefore, the
Company's products and services facilitate the creation of the "Smart
Enterprise".
The Company's products encompass application integration, application
modernization, application migration, content management, vertical application
portals, a corporate disclosure portal and an outbound corporate messaging
portal. In addition the Company delivers its DisclosurePlus and ActiveCast
product sets via an "Application Service Provider" (ASP) model using a Company
hosted corporate messaging service bureau. The Company's products can be sold
individually or as a combination to form customized solutions based on the
customers' most immediate need. This approach allows the customer to deal with
information technology problems in a tactical manner and can often alleviate
customer capital expenditure restrictions.
ActiveLINK is the Company's core application integration product and is
used to create solutions that integrate disparate databases and applications,
creating a hub through which legacy system functionality can be enabled and
extended. The other products owned by the Company are Net Visual, ActiveCast,
DisclosurePlus and MD LINK. In addition the Company sells and services third
party products that complete its "Smart Enterprise Suite". These include
DynaPortal, Caravel, and Micro Focus.
ActiveCore normally sells its products and services to companies that want
to improve their existing "legacy systems", however, the Company has also
identified three other target markets: software resellers, independent software
vendors and system integrators.
MDI Solutions sells a vertically optimized version of ActiveLINK known as
MD LINK to health care facilities to support their systems integration needs.
The MDI group also sells consulting support services for other integration
products resulting in recurring income from support contracts. The MDI
acquisition provided the Company with the knowledge to vertically enhance
ActiveLINK and create MD LINK.
ActiveCast, the Company's corporate messaging software product is sold to
companies that want to extract data from internal "legacy systems" and use it
for outbound messaging. These opportunities have short sales cycles resulting in
rapid cash flow and recurring revenue from organizations sending information to
dedicated lists. This product is also directly marketed to all companies that
need to communicate "stand alone" information to their customers, employees and
stakeholders. The C Comm acquisition provided the base product from which
ActiveCast evolved.
Twincentric is primarily involved in system modernization and the
migration of RPG and Cobol based "legacy systems" to Java for clients using IBM
AS 400 and Bull Computer platforms. The modernization work is achieved using the
Company owned product known as Net. Visual and the migration work is achieved
using a third party product known as Caravel.
DisclosurePlus provides corporations with a standard methodology for
reporting and distributing information related to public disclosure required by
public companies. This division is adding additional products to their offering
to expand the functionality available within the DisclosurePlus product.
31
ACTIVECORE TECHNOLOGIES, INC.
(FORMERLY IVP TECHNOLOGY CORPORATION)
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
Cratos is a technology solution provider that focuses on payment solutions
for the financial services industry and on the migration of mainframe systems to
a Microsoft environment. Its expertise in various payment technologies is well
known globally as evidenced by its blue chip customers. Cratos uses the Micro
Focus product set to perform system migrations for large customers and they have
a well trained consulting group that manages and delivers complex payment
integration projects. There is an opportunity to introduce several of the
Company owned products into Cratos projects.
RECENT DEVELOPMENTS
In the MDI Solutions group, further progress has been made in the
development of the MD LINK product and the company recently released version 4.1
at the end of June 2005. During the last few months, the Company has secured and
shipped several orders for the new version of MD LINK. The Company expects the
number of product sales to rise during the balance of 2005 and this is a direct
result of the new product features and the marketing efforts of this group in
2004 and early 2005.
In the Company's ActiveCore and ActiveCast business lines, the Company is
continuing to obtain additional clients. On the ActiveCast side of operations,
the Company is also adding additional sales personnel to accelerate the rollout
of the Company's innovative messaging portal product. This division has
generated new revenue in the first quarter and continues to improve the margins
on this business. We expect revenues to continue to increase throughout the
remainder of 2005. During the quarter ended June 30, 2005, the Company continued
to make relatively large investments in equipment and new staff in this area of
the business and the Company expects that during the balance of 2005 revenues
should continue to increase.
The Company continues to acquire new organizations and completed the
acquisition of DisclosurePlus in the first quarter of 2005 and completed the
acquisition of Cratos during the second quarter ended June 30. These
acquisitions will add significant revenue to the Company during the balance of
2005. The DisclosurePlus group is actively selling the DisclosurePlus product
and if the Company is able to add the "press release" product to their offering
sales will accelerate at an even quicker pace.
ACQUISITIONS AND REORGANIZATIONS
The Company maintains an active interest in acquisitions and the
reorganization of its component parts to better service clients. The Company has
undertaken an internal restructuring to facilitate better customer service,
increased sales and reduced costs. Investment in its existing operations
augmented by growth through acquisitions is a key goal of management as is the
effective use of capital to drive acceptable returns on investment. The
following paragraphs briefly describe recent acquisitions and reorganizations
that have occurred.
ACQUISITION OF DISCOSUREPLUS
Prior to being acquired by the Company, DiscosurePlus operated as a
private company developing its intellectual property and test marketed its
product to several clients before agreeing to be acquired by ActiveCore.
On February 25, 2005, the Company entered into a purchase and sale
agreement with the shareholders of DisclosurePlus whereby the Company paid
1,200,000 shares of the Company's common stock representing $264,000 plus
$125,000 in cash for a total value of $389,000 for 100% of the DisclosurePlus
common shares. In connection with this acquisition the Company also entered into
management contracts with Gord Sutton and Dean Peloso.
DisclosurePlus offers a unique set of products to the public company
market. These products are offered as an ASP model and are targeted at public
companies that want to provide better disclosure of corporate
32
ACTIVECORE TECHNOLOGIES, INC.
(FORMERLY IVP TECHNOLOGY CORPORATION)
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
information to their shareholders, customers and other stakeholders. This
division will also add press release dissemination to the product set later this
year which is expected to have a positive impact on revenue opportunities.
ACQUISITION OF CRATOS TECHNOLOGY SOLUTIONS
Prior to being acquired by the Company, Cratos operated as a private
company providing technical consulting services and mainframe migration to
companies in the financial services sector in many countries.
During the quarter ended June 30, 2005, the Company entered into a
purchase and sale agreement with the shareholders of Cratos Solutions whereby
the Company paid 9,021,030 shares of the Company's common stock in addition to
cash and debt consideration of $159,120 representing total consideration of $2.1
million in exchange for 100% of the shares of Cratos. In conjunction with this
acquisition the Company paid CAD $470,000 of debt owed to SQL Tech. by Cratos
along with 3,921,633 Common Shares of ActiveCore. The Company also arranged a
bank credit facility to help finance Cratos' debt that was personally secured by
the senior mangers of ActiveCore.
Cratos is a service based company that specializes in providing project
management and delivery to large companies in the financial service, education
and insurance market place.
GOING CONCERN
The accompanying Consolidated Financial Statements have been prepared on
the basis that the Company is a going concern, which contemplates the
realization of assets and the satisfaction of liabilities in the normal course
of business. The Company incurred a loss from operations of $1,226,602 for the
three months ended June 30, 2005 and a loss from operations of $2,072,429 for
the six months ended June 30, 2005. The Company incurred negative cash flow from
operations of $1,116,539 and $1,367,870 for the three and six months ended
June 30, 2005 respectively, and has a working capital deficiency of $4,788,792
at June 30, 2005. There is substantial doubt that the Company will continue as a
going concern and will likely still incur a going concern note as at December
31, 2005. The Consolidated Financial Statements do not include any adjustments
that might result from the outcome of this uncertainty. Management's plan to
continue operations is to raise additional debt or equity capital until such
time as the Company is able to generate sufficient operating revenues through
its new acquisitions.
CRITICAL ACCOUNTING POLICIES
Significant Accounting Policies and Critical Accounting Estimates
The Company's Consolidated Financial Statements are prepared in accordance
with U.S. GAAP. The preparation of the Consolidated Financial Statements in
accordance with U.S. GAAP necessarily requires the Company to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues and
expenses, and related disclosure of contingent assets and liabilities. On an
on-going basis, the Company evaluates its estimates, including those related to
revenues, bad debts, investments, intangible assets, income taxes, contingencies
and litigation. The Company bases its estimates on historical experience and on
various other assumptions that are believed at the time to be reasonable under
the circumstances. Under different assumptions or conditions, the actual results
will differ, potentially materially, from those previously estimated. Many of
the conditions impacting these assumptions and estimates are outside of the
Company's control.
The Company believes the following critical accounting policies affect its
more significant judgments and estimates used in the preparation of its
Consolidated Financial Statements.
33
ACTIVECORE TECHNOLOGIES, INC.
(FORMERLY IVP TECHNOLOGY CORPORATION)
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
Revenue: A significant portion of all of the Company's net sales are derived
from commercial software development and sales activities, which are subject to
increasing competition, rapid technological change and evolving customer
preferences, often resulting in the frequent introduction of new products and
short product lifecycles. Accordingly, the Company's profitability and growth
prospects depend upon its ability to continually acquire, develop and market
new, commercially successful software products and obtain adequate financing. If
the Company is unable to continue to acquire, develop and market commercially
successful software products, its operating results and financial condition
could be materially adversely affected in the near future.
The Company recognizes revenue for software sales in accordance with Statement
of Position ("SOP") 97-2 "Software Revenue Recognition", as amended by SOP 98-9
"Modification of SOP 97-2 Software Revenue Recognition with respect to Certain
Transactions." SOP 97-2 provides guidance on applying generally accepted
accounting principles in recognizing revenue on software transactions. SOP 98-9
deals with the determination of vendor specific objective evidence ("VSOE") of
fair value in multiple element arrangements, such as maintenance agreements sold
in conjunction with software packages. For the fiscal year 2004 and 2003 the
Company does not have any multi-element arrangements that would require it to
establish VSOE for each element, nor does the Company have any sales activity
that requires the contract method of accounting. The Company's software
transactions generally include only one element, the interactive software game
or commercial software under license. The Company recognizes revenue when the
price is fixed and determinable; there is persuasive evidence of an arrangement,
the fulfillment of its obligations under any such arrangement and determination
that collection is probable. Accordingly, revenue is recognized when the license
or title and all risks of loss are transferred to the customer, which is
generally upon receipt by customer.
The Company's payment arrangements with its customers provide primarily multi
month terms unless the purchase price is relatively low. As a result of the
multi-month terms an imputed interest cost accounting for the net present value
of the terms was deducted in determining the amount of revenue and receivable
recognized.
The Company recognizes revenue in the period in which the service is performed
and collection is reasonably assured.
Allowance for Doubtful Accounts. The Company maintains allowances for
doubtful accounts for estimated losses resulting from the inability of its
customers to make required payments. The Company performs ongoing credit
evaluations of its customer's financial condition and if the financial condition
of the Company's customers were to deteriorate, resulting in an impairment of
their ability to make payments, additional allowances would likely be required.
Actual collections could differ materially from our estimates.
Income Taxes. The Company has currently recorded a full valuation
allowance against all of its deferred income tax assets as management believes
it is more likely than not that all of the deferred income tax assets will not
be realized. In making this determination, Management has considered factors
such as the reversal of deferred income tax liabilities, projected taxable
income, the character of the income tax asset and tax planning strategies. A
change to these factors could impact the estimated valuation allowance and
income tax expense.
Litigation. The Company is a party, from time to time, in legal
proceedings. In these cases, management assesses the likelihood that a loss will
result, as well as the amount of such loss and the financial statements provide
for the Company's best estimate of such losses. To the extent that any of these
legal proceedings are resolved and result in the Company being required to pay
an amount in excess of what has been provided for in the financial statements,
the Company would be required to record, against earnings, such excess at that
time. If the resolution resulted in a gain to the Company, or a loss less than
that provided for, such gain is recognized when received or receivable.
34
ACTIVECORE TECHNOLOGIES, INC.
(FORMERLY IVP TECHNOLOGY CORPORATION)
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
Valuation of Intangible Assets. The Company has a history of acquiring
other businesses, and expects that this trend will likely continue in the
future. As part of the completion of any business combination, the Company is
required to value any intangible assets acquired at the date of acquisition.
This valuation is inherently subjective, and necessarily involves judgments and
estimates regarding future cash flows and other operational variables of the
entity acquired. However, there can be no assurance that the judgments and
estimates made at the date of acquisition will reflect future performance of the
acquired entity. If management makes judgments or estimates that differ from
actual circumstances, the Company may be required to write-off certain of its
intangible assets. Similarly, in accordance with SFAS No. 142 Goodwill and Other
Intangible Assets, the Company is required to annually test the value of its
goodwill as well as its acquired intangible assets. This testing requires
management to make estimates of the market value of its various operating
segments. Changes in estimates could result in different conclusions for the
value of goodwill. The Company performs its annual impairment testing on its
goodwill at December 31st each fiscal year, provided that circumstances don't
arise during the year that would necessitate an earlier evaluation.
35
ACTIVECORE TECHNOLOGIES, INC.
(FORMERLY IVP TECHNOLOGY CORPORATION)
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30,
2005 COMPARED TO THE SAME PERIODS ENDED JUNE 30, 2004
OVERVIEW
During the quarter ended June 30, 2005, the Company recorded revenues of $1.9
million, and a loss from operations of $1.2 million. These amounts compare to
revenue of $0.5 million during the previous quarter ended March 31, 2005, when a
loss from operation of $0.8 million was incurred. The most significant change
from quarter to quarter from a revenue perspective was the fact that the Company
closed its acquisition of Cratos during the quarter ended June 30, 2005. During
this quarter, the Company began consolidating the results of Cratos effective
May 1, 2005.
From a profitability perspective, the biggest change from the first quarter of
fiscal 2005 to the second quarter was the fact that the Company's U.K.
subsidiary, Twincentric, incurred a loss from operations of approximately
$300,000 on total revenue of approximately $250,000. Subsequent to the end of
the quarter ended June 30, 2005 the Company completed a transaction to sell this
subsidiary and as a result the Company will not incur losses from this
subsidiary beyond the close of this transaction (see note 20). Additionally, as
discussed further in the sections below, the Company incurred one-time expenses
associated with restructuring its organization and management relating to
consulting expense, legal and accounting, and general and administrative
expenses such that operating expenses are expected to decrease considerably in
the quarter ending September 30, 2005.
Such one-time expenses totaled approximately $300,000 during the quarter ended
June 30, 2005. The Company believes that the combination of the Twincentric
operating expenses as well as these one-time expense items not impacting future
quarters, along with additional margin generated on higher revenues from both
the Company's CDM and SIM divisions, will result in stronger profitability
results in the upcoming quarters.
REVENUES
- ------------------------------------------------------------------------
THREE MONTHS ENDED JUNE 30 SIX MONTHS ENDED JUNE 30
- ------------------------------------------------------------------------
2005 2004 % CHANGE 2005 2004 % CHANGE
- ------------------------------------------------------------------------
1,910,791 1,105,532 73% 2,433,799 1,300,027 87%
- ------------------------------------------------------------------------
During the three months ended June 30, 2005 the Company generated $1.9
million in revenue from the sale of products and services versus $1.1 million in
revenue in the same three month period ended June 30, 2004. For the six month
period ended June 30, 2005, total revenue was $2.4 million, which represented an
87% from the $1.3 million recorded during the six month period ended June 30,
2004. From a revenue source perspective, the vast majority of the revenue
recorded in both 2005 and 2004 was service related, while product related
revenue represented only a small percentage of the total. In the three months
ended June 30, 2005, the majority of the Company's revenue was generated from
services work and product installation performed by the Company's SIM division
(see note 18 for segmented information). Specifically, the Cratos acquisition
was completed during the quarter ended June 30, 2005, and the Company has
consolidated 2 months of their operations in its consolidated
36
ACTIVECORE TECHNOLOGIES, INC.
(FORMERLY IVP TECHNOLOGY CORPORATION)
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
financial statements. During the quarter ended June 30, 2005, Cratos generated
approximately $1.2 million of revenue. As future quarters will include the
consolidation of a full three months of revenue, revenue from the SIM division
will naturally increase due to the fact that the quarter ended June 30, 2005 was
a stub period.
The increase in revenue from the prior year was largely a result of the
Company beginning to see results from recent strategic decisions through
acquisitions. The Company has also seen revenue growth over the past quarter
from its CDM division - a division that did not formally exist in either the
three or six month periods ended June 30, 2004. Over the past couple of quarters
the Company has made investments of both a capital and personnel nature, and it
appears these investments are beginning to pay off. Although this division's
total revenues remain small, they are growing very quickly in percentage terms.
In future quarters, the CDM division currently has a relatively fixed expense
base of approximately $500,000 per quarter. Incremental revenues recorded above
that amount are expected to generate substantial margins in the 40-50% range. It
is the Company's expectation that this growth will continue to the point that
the division will produce a break-even third quarter from a contribution margin
perspective and will become profitable during the Company's fourth quarter of
fiscal 2005.
The decision to acquire DisclosurePlus in the first quarter of 2005 also
added new revenue that did not exist during fiscal 2004. Revenue for this
division remains quite small, but customer opportunities remain very encouraging
and the Company feels that this division is still two to three quarters away
from generating more substantial amounts of revenue.
As evidenced by the above, the Company has undergone a major
transformation over the past 12 months due to the acquisitions that it has made.
The integration of these acquisitions is progressing well and represents the
main reason for the additional revenue generated during both the three and six
month periods ended June 30, 2005.
COST OF SALES
- ---------------------------------------------------------------------
THREE MONTHS ENDED JUNE 30 SIX MONTHS ENDED JUNE 30
- ---------------------------------------------------------------------
2005 2004 % CHANGE 2005 2004 % CHANGE
- ---------------------------------------------------------------------
1,212,568 362,596 234% 1,458,202 398,607 266%
- ---------------------------------------------------------------------
Cost of sales for the three month period ended June 30, 2005 were $1.2
million, which consisted primarily of direct wages paid to consulting services
staff of $1.1 million, and amortization of software licensing agreements of $0.1
million. These amounts are significantly higher than fiscal 2004 when the
Company's cost of sales for the three month period ended June 30, 2004 totaled
$0.4 million which was principally comprised of direct wages for consulting
staff. For the six month period ended June 30, 2005, cost of sales totaled $1.5
million, which represented an increase of 266% from the six month period ended
June 30, 2004. The vast majority of the increase in cost of sales in 2005 as
compared to 2004 relates to the recent addition of Cratos, whose cost of sale
during both the three and six month periods ended June 30, 2005 was
approximately $1.0 million. Cratos is largely a services organization whose
primary costs are its costs to deliver its revenue. As a result of the cost of
sales components discussed above, the June 30, 2005 three month period led to a
gross margin of $0.7 million, or 37%, versus a positive gross margin of $0.7
million, or 67% in the three months ended June 30, 2004. For the six month
period ended June 30, 2005 the Company's gross margin percentage was 40% as
compared with 69%
37
ACTIVECORE TECHNOLOGIES, INC.
(FORMERLY IVP TECHNOLOGY CORPORATION)
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
during the six month period ended June 30, 2004. The gross margin percentages
for the six month periods are consistent with those during the three month
period, and reflect the addition of the Cratos acquisition which has brought
with it significant revenue growth but given the nature of that business does so
at a lower gross margin. The Company expects that its gross profit percentage
will begin to increase in future periods as the Company's CDM revenue continues
to increase, and as that division becomes a more substantial component of the
Company's overall revenue mix.
OPERATING EXPENSES
Total operating expenses for the three months ended June 30, 2005 were
$1,924,825 versus $688,538 in the three months ended June 30, 2004. Operating
expenses also increased considerably for the six month periods, up from
$1,478,129 in 2004 to $3,048,026 in 2005. After these expenses, the Company
recognized a loss from operations of $1,226,602 in the three months ended June
30, 2005 versus income from operations of $54,398 in the same quarter ended June
30, 2004. For the six month period ended June 30, 2004, the Company incurred a
loss from operations of $2,072,429 as compared with a loss of $576,709 in fiscal
2004.
The recent significant investments which the Company has made in both
acquired and organically developed businesses are reflected in the above noted
operating expense totals. Although these investments have resulted in larger
operating losses than have been incurred in the prior year, management has
determined that these investment were required in order to lay the foundation
for the Company's two operating divisions - SIM and CDM - to develop
successfully.
The largest components of operating expenses for the first two quarters of
2005 fiscal year were salaries and wages, consulting fees, legal and accounting
and other general and administration expenses. These expenses are discussed
below.
SALARIES AND WAGES
- ------------------------------------------------------------------
THREE MONTHS ENDED JUNE 30 SIX MONTHS ENDED JUNE 30
- ------------------------------------------------------------------
2005 2004 % CHANGE 2005 2004 % CHANGE
- ------------------------------------------------------------------
553,528 239,692 131% 926,553 761,180 22%
- ------------------------------------------------------------------
Salaries and wages in 2005 represent the cost of administration and sales
and marketing staff except for certain contractors who are shown as consulting
costs. For the three month period ended June 30, 2005, salaries and wages were
$0.5 million as compared with $0.2 million during the three month period ended
June 30, 2004. For the six month period ended June 30, 2005, this increase was
only 22% given that salaries and wages for the six month period ended June 30,
2005 was $0.9 milliion as compared to $0.8 million during the six months ended
June 30, 2004. The significant increase in the three month period ended June 30,
2005 as compared to the same period in fiscal 2004 reflect the addition of
acquiring the businesses from fiscal 2004 C-Comm and Twincentric representing
acquisitions which were only included for partial components of the three month
period ended June 30, 2004 but were included in the entire three month period
ended June 30, 2005.
CONSULTING FEES
38
ACTIVECORE TECHNOLOGIES, INC.
(FORMERLY IVP TECHNOLOGY CORPORATION)
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
- -----------------------------------------------------------------
THREE MONTHS ENDED JUNE 30 SIX MONTHS ENDED JUNE 30
- -----------------------------------------------------------------
2005 2004 % CHANGE 2005 2004 % CHANGE
- -----------------------------------------------------------------
221,081 83,572 165% 380,030 161,964 135%
- -----------------------------------------------------------------
For the three month period ended June 30, 2005, consulting fees increased
165% to $0.2 million from $0.1 million during the three month period ended June
30, 2004. For the six month period ended June 30, 2005, this increase was 135%
given that consulting fees for the six month period ended June 30, 2005 were
$0.4 million as compared to $0.2 million during the six months ended June 30,
2004. Consulting expenses incurred during the three month period ended June 30,
2005 included approximately $100,000 in one-time termination costs incurred to
exit a consulting contract which the Company determined was no longer producing
acceptable returns to the organization. This amount will not be included in
consulting expenses in future periods. Additionally, during each of the quarters
ended March 31, 2005 and June 30, 2005, approximately $50,000 of consulting
expense relates to the amortization of deferred consulting costs which relate to
assistance in securing certain financing transactions. The related costs are
being amortized over the period which the financing will be in place. These
amortization of these costs will expire after the quarter ending September 30,
2005. Additionally, a significant component of the consulting expense noted in
the above periods will be not be reported as consulting expenses in future
periods as the underlying resources have been brought in-house in an effort to
help strengthen the Company's core management team.
LEGAL AND ACCOUNTING
- ------------------------------------------------------------------
THREE MONTHS ENDED JUNE 30 SIX MONTHS ENDED JUNE 30
- ------------------------------------------------------------------
2005 2004 % CHANGE 2005 2004 % CHANGE
- ------------------------------------------------------------------
268,988 137,358 96% 347,563 163,455 113%
- ------------------------------------------------------------------
For the three month period ended June 30, 2005, legal and accounting
expenses increased 96% to $0.3 million from $0.1 million during the three month
period ended June 30, 2004. For the six month period ended June 30, 2005, this
increase was 113% given that legal and accounting expenses for the six month
period ended June 30, 2005 were $0.3 million as compared to $0.2 million during
the six months ended June 30, 2004. Legal and accounting expenses includes legal
costs associated with using third party layers to act on behalf of the Company
in current legal matters (see Note 12). Additionally, the Company has incurred
significant legal costs over the past year in an attempt to gain control over
Infolink. Accounting costs include audit fees and related costs as well as costs
incurred to complete periodic regulatory filings. The Company expects that these
costs will
39
ACTIVECORE TECHNOLOGIES, INC.
(FORMERLY IVP TECHNOLOGY CORPORATION)
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
decrease in future periods as the Company has recently retained experienced
financial professionals to complete these requirements in-house
GENERAL AND ADMINISTRATIVE
- -------------------------------------------------------------------
THREE MONTHS ENDED JUNE 30 SIX MONTHS ENDED JUNE 30
- -------------------------------------------------------------------
2005 2004 % CHANGE 2005 2004 % CHANGE
- -------------------------------------------------------------------
717,456 218,885 228% 1,115,237 377,216 196%
- -------------------------------------------------------------------
For the three month period ended June 30, 2005, general and administrative
expenses increased 228% to $0.7 million from $0.2 million during the three month
period ended June 30, 2004. For the six month period ended June 30, 2005, this
increase was 196% given that general and administrative expenses for the six
months ended June 30, 2005 were $1.1 million as compared to $0.4 million during
the six months ended June 30, 2004. The large increase in general and
administrative expenses from 2004 to 2005 is related partially to the Company's
2005 acquisitions which resulted in a larger infrastructure. General and
administrative expenses include amounts spent to operate the Company's various
facilities, including rent, office expenses, insurance, and communications, as
well as travel expenses. During the six months ended June 30, 2005, the Company
has incurred certain expenses which it does not expect to incur in future
periods. Specifically, the Company incurred bad debts of approximately $360,000
to date in fiscal 2005, almost all of which relates to one large customer who
went bankrupt. The Company does not have a history of experiencing bad debts and
as a result, the Company does not view this occurrence as being indicative of
expected future expenses. Additionally, during the quarter ended June 30, 2005,
the Company incurred one-time expenses relating to restructuring certain
elements of its management team totaling approximately $150,000. As a result of
the above items, the Company believes that its general and administrative
expenses will trend downwards in the quarter ending September 30, 2005.
OTHER INCOME/EXPENSES
- --------------------------------------------------------------------------------------------------
THREE MONTHS ENDED JUNE 30 SIX MONTHS ENDED JUNE 30
- --------------------------------------------------------------------------------------------------
2005 2004 % CHANGE 2005 2004 % CHANGE
- --------------------------------------------------------------------------------------------------
INTEREST INCOME - 22,481 100% - 29,976 100%
- --------------------------------------------------------------------------------------------------
INTEREST EXPENSE (51,091) (37,344) 37% (125,706) (70,576) 78%
- --------------------------------------------------------------------------------------------------
FOREIGN EXCHANGE LOSS (3,555) (15,667) 77% (37,295) (17,931) 108%
- --------------------------------------------------------------------------------------------------
40
ACTIVECORE TECHNOLOGIES, INC.
(FORMERLY IVP TECHNOLOGY CORPORATION)
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
In the quarter ended June 30, 2005, the Company expended $51,091 in
financial interest which was significantly higher than the $37,344 expensed in
the quarter ended June 30, 2004. Interest expense for the six month period ended
June 30, 2005 totaled $125,706 as compared with $70,576 for the six month period
ended June 30, 2004. The increase in interest expense in 2005 as compared with
2004 is a result of interest incurred on a loan with a Canadian chartered bank
along with interest incurred in relation to certain short-term loans the Company
entered into towards the end of 2004 and into 2005.
Foreign exchange losses were $3,555 and $37,295 for the three and six
month periods ended June 30, 2005 respectively as compared with $15,667 and
$17,931 for the three and six month periods ended June 30, 2004 respectively.
These losses are a result of the fluctuation of the U.S. dollar relative to the
UK pound and the Canadian dollar.
DISCONTINUED OPERATIONS
In the quarter ended June 30, 2005, the Company did not record any
discontinued operations. The 2004 results related to SilverBirch Studios which
was sold in February 2004.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 2005, the Company's need for cash included satisfying
$8,001,305 of current liabilities. The Company's ability to continue as a going
concern is dependent on its ability to raise additional funding through
expansion of its current bank facility, an equity injection, a convertible loan
and increased sales revenue. At June 30, 2005, the Company had $32,372 of cash
on hand. In addition, certain shareholders have also supported the Company by
deferring the timing of certain payments from time-to-time or converting
shareholders loans into equity. While there is no legal commitment for them to
do so, the Company believes that certain shareholders will continue to support
the Company in a similar manner.
The Company anticipates that its cash needs over the next 12 months will
consist of $2,500,000 for general working capital and anticipates that its cash
needs will be met through a number of external sources including term debt,
equipment loans and leases for expansion purposes, profits, operating credit
lines, and term loans.
The failure of the Company to obtain additional debt and equity funding
will have a material adverse effect on the Company's business and may force the
Company to reorganize, reduce its investment in, or otherwise divest of one or
more of the Company's operations, or to reduce the cost of all operations to a
lower level of expenditure thereby reducing the Company's expected revenues and
net income in 2005 and 2006.
CONSOLIDATED STATEMENT OF CASH FLOWS
Cash on the unaudited consolidated balance sheet decreased from $53,736 in
the period ended December 31, 2004 to $32,372 at June 30, 2005.
NET CASH USED IN OPERATING ACTIVITIES
For the three months ended June 30, 2005, the net cash used in operating
activities was $1,116,539 versus $436,798 in the three month period ended June
30, 2004. Net cash used in operating activities were $1,367,870 and $678,374 in
the six months ended June 30, 2005 and 2004 respectively. In both the three and
six months ended June 20, 2005, net cash used in operations was less than the
Company's net loss for the respective period. In the three months ended June 30,
2005, this was largely a result of cash generated through the Company's accounts
receivable totaling $939,777, which was partially offset by uses of cash
relating to accounts payables
41
ACTIVECORE TECHNOLOGIES, INC.
(FORMERLY IVP TECHNOLOGY CORPORATION)
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
and accrued liabilities of $583,183 and $374,089 respectively. In the three
months ended June 30, 2004, the Company incurred negative cash flows from
operations despite recorded net income for the period, largely as a result of a
use of cash relating to accounts receivable totaling $657,708.
In the six months ended June 30, 2005, the Company also had strong cash
flows provided by its accounts receivable totaling $840,969. This assisted in
making the loss from operating cash flows of $1,367,870 less than the net loss
of $2,235,430 for the period. The cash provided by accounts receivable was
partially mitigated from uses of cash relating to accounts payable and accrued
liabilities, although non-cash items represented add-backs to net income of
$425,644. During the six months ended June 30, 2004, the use of cash incurred
from the Company's accounts receivable was effectively offset by non-cash
component of net income and as a result the use of cash from operations
approximated the net loss for the period.
NET CASH PROVIDED IN INVESTING ACTIVITIES
Net cash used in investing activities was $239,695 for the three months
ended June 30, 2005, primarily as a result of the acquisition of Cratos, which
represented a use of cash of $143,249. During the three months ended June 30,
2004, the Company used $36,663 from investing activities which all related to
the purchase of capital assets.
Net cash used in investing activities was $239,695 for the six month
period ended June 30, 2005. This period's use of cash is a result of both the
DisclosurePlus acquisition and the Cratos acquisition as discussed above. For
the six months ended June 30, 2004, the Company used $48,518 from investing
activities which all related to the purchase of capital assets.
NET CASH PROVIDED BY FINANCING ACTIVITIES
Net cash provided by financing activities was $1,291,313 in the three
months ended June 30, 2005, largely a result of the line of credit the Company
secured in order to finance some of the debts of Cratos. In the three month
period ended June 30, 2004, net cash provided by financing activities totaled
$378,864, primarily a result of advances received from related parties.
Net cash provided by financing activities was $1,585,051 in the six months
ended June 30, 2005, largely a result of the line of credit the Company secured
in order to finance some of the debts of Cratos as well as the issuance for
preferred shares. In the six month period ended June 30, 2004, net cash provided
by financing activities totaled $708,983, primarily a result of advances
received from related parties as well as the advance of a note payable.
CERTAIN BUSINESS RISK FACTORS
A portion of the Company's net sales are derived from data integration
services and from the sale of enterprise software, which are subject to
increasing competition, rapid technological change and evolving customer
preferences, often resulting in the frequent introduction of new products and
short product lifecycles. Accordingly, the Company's profitability and growth
prospects depend upon its ability to continually acquire, develop and market
new, commercially successful software products and obtain adequate financing. If
the Company is unable to continue to acquire, develop and market commercially
successful software products, its operating results and financial condition
could be materially adversely affected in the near future.
42
ACTIVECORE TECHNOLOGIES, INC.
(FORMERLY IVP TECHNOLOGY CORPORATION)
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
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
disclosure of contingent assets and liabilities at the dates of the financial
statements and the reported amounts of revenues and expenses during the reported
periods. The most significant estimates and assumptions relate to the
recoverability of capitalized software development costs and other intangibles,
realization of deferred income taxes, and doubtful accounts. Actual amounts
could differ significantly from these estimates.
ITEM 3. CONTROLS AND PROCEDURES
(A) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
As of the end of the period covered by this Quarterly Report on Form
10-QSB, the Company carried out an evaluation, under the supervision and with
the participation of the Company's Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures (as defined in Rules 13a - 15(e) promulgated
under the Securities Exchange Act of 1934, as amended. The Company's disclosure
controls and procedures are designed to provide a reasonable level of assurance
of achieving the Company's disclosure control objectives.
LIMITATIONS ON THE EFFECTIVENESS OF CONTROLS: The Company's management,
including the Company's Chief Executive Officer and Acting Chief Financial
Officer, does not expect that its disclosure controls or its internal controls
over financial reporting will prevent all error and all fraud. Control system,
no matter how well conceived and managed, can provide only reasonable assurance
that the objectives of the control system are met. The design of a control
system must reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs. Due to the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances for fraud, if
any, within the Company have been detected. These inherent limitations include
the realities that judgments in decision-making can be faulty, and that
breakdown can occur because of simple error or mistake. Additionally, controls
can be circumvented by the individual acts of some persons, by collusion of two
or more people, or by management override of the control. The design of any
system of controls also is based in part upon certain assumptions about the
likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions;
over time, control may become inadequate because of changes in conditions, or
the degree of compliance with the policies or procedures may deteriorate.
Because of the inherent limitations in a cost-effective control system,
misstatements due to error or fraud may occur and not be detected.
CONCLUSIONS: The Company's Chief Executive Officer has concluded that,
subject to the limitation noted above, the Company's disclosure controls and
procedures are effective at this reasonable assurance level as of the period
covered to timely alert management to material information relating to the
Company.
(B) CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
In connection with the evaluation of the Company's internal controls
during the Company's quarter ended June 30, 2005, the Company's Chief Executive
Officer and Chief Financial Officer have determined that there are no changes to
the Company's internal controls over financial reporting that has materially
affected, or is reasonably likely to materially affect, the Company's internal
controls over financial reporting.
43
ACTIVECORE TECHNOLOGIES, INC.
(FORMERLY IVP TECHNOLOGY CORPORATION)
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
JAMES CASSIDY AND TPG CORPORATION
In March of 2000, the Company entered into an agreement (the "TPG
Agreement") with TPG Capital Corporation ("TPG"). Under the TPG Agreement, TPG
provided advice and other services to ActiveCore with respect to the acquisition
of Erebus Corporation (the "Erebus Acquisition"). The Company pursued the Erebus
Acquisition to, among other things, maintain its listing eligibility on the Over
the Counter Bulletin Board ("OTCBB"). TPG was the sole stockholder of Erebus
Corporation and the Company believes that James Cassidy was a controlling
stockholder of TPG.
Under the Erebus Acquisition, the Company purchased Erebus, a non-active
entity with securities registered under the Securities Exchange Act of 1934, as
amended, to, among other things, retain its listing status on the OTCBB. At that
time, the Company was at risk of losing its listing eligibility under a new
National Association of Securities Dealers ("NASD") listing requirement. Loss of
listing eligibility would have resulted in the Company trading in the Pink
Sheets. Management and the board of directors at that time determined that such
a development would be detrimental to its stockholders and other investors. The
Company consummated the Erebus Acquisition in March of 2000.
Under the TPG Agreement, the Company paid to TPG 200,000 shares of the
Company's common stock, then worth $500,000, and $200,000 in cash. In addition,
the TPG Agreement contains a reset provision which obligates the Company to
issue additional shares of its common stock so that the total number of shares
issued to TPG under the TPG Agreement had a value of $500,000 as of the first
anniversary of the effective date of the TPG Agreement. Based on the relative
share prices of the Company's common stock as of March of 2000 and March of
2001, if the Company was required to satisfy the reset provision, the Company
would be required to issue to TPG an additional 3,028,378 shares of its common
stock ("Reset Shares").
The Company does not believe that TPG is entitled to the Reset Shares.
Based on public records, in June of 2001, TPG and Mr. Cassidy reached a
settlement agreement with the SEC with respect to securities fraud and
disclosure violations alleged by the SEC in connection with transactions
substantially similar to the Erebus Acquisition. Neither Mr. Cassidy nor TPG
admitted or denied the allegations. A description of the settlement is contained
in SEC Litigation Release No. 17023, dated June 4, 2001. Although the Company
has maintained its listing status on the OTCBB, the Company has experienced
significant regulatory problems in connection with the Erebus Acquisition that
are related to the allegations underlying the settlement between TPG and Mr.
Cassidy and the Securities and Exchange Commission. These problems have resulted
in significant delays and expense to the Company.
In March of 2004, Mr. Cassidy, as assignee of TPG's rights under the TPG
Agreement, filed a claim in the Superior Court of the District of Columbia
against the Company seeking, among other things, the Reset Shares. The Company
has engaged a law firm to vigorously defend it against the claim. During the
quarter ended June 30, 2005 the action was withdrawn and the Company and Mr.
Cassidy agreed to enter into arbitration on the matter and this is now in
process with the arbitration board currently being established. No contingent
liability has been allocated for any eventual loss on the action.
44
ACTIVECORE TECHNOLOGIES, INC.
(FORMERLY IVP TECHNOLOGY CORPORATION)
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
Pursuant to Rule 405 promulgated under the Securities Act of 1933, as
amended, the Company believes that Mr. Cassidy may be deemed to be a "promoter"
of the Company. The Company has no ongoing business relationship with Mr.
Cassidy and he is not employed by the Company in any manner.
This case is proceeding to arbitration on August 26, 2005 which will take
place in Washington, D.C.
ORCHESTRAL CORPORATION
Orchestral Corporation commenced a proceeding in Ontario court in January
of 2003, which was subsequently placed into abeyance, then revived in August of
2003, against the Company and its Canadian subsidiary, ActiveCore Limited
(formerly Springboard Technologies Inc.) to the effect that they had infringed
upon the copyright that Orchestral maintained in PowerAudit and further that the
Company had breached the distribution contract between Orchestral and the
Company with respect to termination and non-payment of support costs with regard
to the distribution of Power Audit. Orchestral has claimed punitive and
exemplary damages of Canadian $4,000,000 and Canadian $1,000,000, respectively.
The Company has retained counsel and is defending the action on the basis that
the Company believes that there is no merit to the case and in the event that
there was merit, the time frame in which to bring an action in the contract has
expired.
Compulsory mediation has occurred in the case and no settlement was
offered or agreement was arrived at during the mediation phase. The next step
would normally be "examination for discovery" then on to a trial. The Company
has not yet determined if it will counter-sue for return of all proceeds paid to
Orchestral during the period of time between 1999 and 2001. Orchestral sent a
settlement letter to the Company dated January 10, 2005 and has subsequently
brought an Application before the Ontario courts to enforce the terms of the
settlement letter. The court ordered that the settlement letter was enforceable
and that $226,000 was owed by the Company to Orchestral. An appeal by the
Company of this judgment is pending. An allocation of $226,000 has been made on
the Company's financial statements for the punitive and exemplary damages,
however, it maintains that the action is frivolous.
CESAR CORREIA AND INFOLINK TECHNOLOGIES LTD.
From December 2003 to April 2004, the Company was engaged in discussions
with certain major shareholders of Infolink Technologies Limited with regard to
the potential acquisition of Infolink Technologies Ltd., a public company listed
on the TSX Venture Exchange under the symbol "IFL". During the course of
discussions, an offer to purchase was rebuffed by Cesar Correia, the former
Chairman of the Board, President and CEO and 34% shareholder of Infolink. At the
time, Mr. Correia was told that the Company would purchase another competitor to
Infolink, C Comm Network Corporation. In May 2004, the Company purchased C Comm.
In July 2004, an unrelated minority shareholder of Infolink commenced an action
in Ontario alleging that Mr. Correia has mismanaged Infolink and amongst other
things that he had inappropriately obtained funds from the company and converted
them to his own purposes. The day prior to the court hearing with regard to the
minority shareholder action, Mr. Correia together with Infolink Technology
commenced a proceeding in the same Ontario court alleging unfair competition as
a result of an alleged improper acquisition of confidential information from
Infolink and numerous other causes of action. Meanwhile, the court appointed a
monitor and investigator to look into the allegations against Mr. Correia. The
court appointed monitor and investigator issued an interim report in October
2004 which found that several of the allegations against Mr. Correia were
substantiated. Mr. Correia was removed from the position of Chairman, President
and CEO of Infolink and is now an employee of Infolink with a reduced salary.
The Company believes that Infolink as a corporate entity will not proceed with
any action against the Company as the Company believes that the action was
commenced as a defensive move by Mr. Correia and now that he has been removed
from management of Infolink there is little basis for the action to continue.
45
ACTIVECORE TECHNOLOGIES, INC.
(FORMERLY IVP TECHNOLOGY CORPORATION)
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
PART 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On February 9, 2005, the board of directors authorized the issuance of
40,000 restricted common shares of stock from treasury to unrelated parties
(Shai Stern) and an additional 40,000 restricted common shares of stock from
treasury to (Seth Farbman) of Vintage Filings, LLC in order to receive long term
discounted pricing for issuance of ActiveCore press releases.
On February 9, 2005, the board of directors authorized the issuance of
400,000 restricted common shares of stock from treasury as board compensation to
two independent members of the board. Stephen Lewis received 200,000 common
shares and Steven Smith received 200,000 common shares.
Effective March 1, 2005, the Company completed a reverse split of the
common shares on a 1 for 10 ratio and this resulted in the issuance from
treasury of the following share amounts in respect of "round-up" for beneficial
owners of the common shares: (i) to Cede & Co of 49,995 common shares; (ii) to
ADP Clearing of 9 common shares; and (iii) to RBC Dominion Securities of 6
common shares.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
46
ACTIVECORE TECHNOLOGIES, INC.
(FORMERLY IVP TECHNOLOGY CORPORATION)
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
ITEM 6. EXHIBITS AND REPORT FOR FORM 8-K
(A) EXHIBITS:
EXHIBIT NO. DESCRIPTION LOCATION
- ----------- ----------- --------
31.1 Certification by Chief Executive Officer pursuant Provided
to 15 U.S.C. Section 7241, as adopted pursuant to herewith
Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification by Chief Financial Officer pursuant Provided
to 15 U.S.C. Section 7241, as adopted pursuant to herewith
Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification by Chief Executive Officer pursuant Provided
to 18 U.S.C. Section 1350, as adopted pursuant to herewith
Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Certification by Chief Financial Officer pursuant Provided
to 18 U.S.C. Section 1350, as adopted pursuant to herewith
Section 906 of the Sarbanes-Oxley Act of 2002
47
ACTIVECORE TECHNOLOGIES, INC.
(FORMERLY IVP TECHNOLOGY CORPORATION)
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ACTIVECORE TECHNOLOGIES, INC.
August 12, 2005 By: /s/Peter J. Hamilton
-------------------------------------
President and Chief Executive Officer
48