bowmo, Inc. - Quarter Report: 2009 June (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarterly Period Ended June 30, 2009
Commission File Number 333-139685
Harcom Productions Inc.
(Exact name of registrant as specified in its charter)
OKLAHOMA |
| 73-1556790 |
5459 South Mingo Rd., Ste A, Tulsa, OK 74146
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (918) 664-9933
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X . No .
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer . | Accelerated filer . | Non-accelerated filer . | Smaller reporting company X . |
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| (Do not check if a smaller |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes . No X .
The number of shares outstanding of the registrants common stock, par value $0.01 per share, as of August 14, 2009: 1,637,500 shares.
Harcom Productions Inc
Balance Sheets
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| June 30, 2009 |
| December 31, 2008 |
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| (UNAUDITED) |
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ASSETS |
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Current Assets |
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| Cash & Cash Equivalents | $ | 7,303 | $ | 8,337 |
| Accounts Receivable, net |
| 43,820 |
| 59,243 |
| Other Current Assets |
| 1,231 |
| 2,733 |
Total Current Assets |
| 52,354 |
| 70,313 | |
Other Assets |
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| Intangible Assets-Less Amortization |
| 80.509 |
| 88,783 |
| Deposits |
| 1,500 |
| 1,500 |
Total Other Assets |
| 82,009 |
| 90,283 | |
TOTAL ASSETS | $ | 134,363 | $ | 160,596 | |
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LIABILITIES & STOCKHOLDERS' EQUITY |
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Current Liabilities |
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| Accounts Payable & Accrued Liabilities | $ | 18,225 | $ | 25,689 |
| Due to related parties |
| 238,552 |
| 192,808 |
| Note payable (Current) |
| 8,913 |
| 8,629 |
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Total Current Liabilities |
| 265,690 |
| 227,126 | |
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Long Term Liabilities, net of current portion |
| 136,338 |
| 140,867 | |
Total Liabilities |
| 396,908 |
| 367,993 | |
Stockholders' Equity |
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| Common Stock, Shares Authorized 100,000,000 |
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| Par Value $.01, |
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| Issued and Outstanding |
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| 1,637,500 shares |
| 16,375 |
| 16,375 |
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| Additional Paid-In Capital |
| 99,067 |
| 99,067 |
| Accumulated Deficit |
| (383,107) |
| (322,839) |
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| Total Equity |
| (267,665) |
| (207,397) |
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 134,363 | $ | 160,596 |
The accompanying notes are an integral part of the interim financial statements
2
Harcom Productions Inc.
Statements of Operations
(UNAUDITED)
REVENUE |
| For the three months ended June 30, 2009 |
| For the three months ended June 30, 2008 |
| For the six months ended June 30, 2009 |
| For the six months ended June 30, 2008 |
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Shipped Products | $ | 54,116 | $ | 107,064 | $ | 136,872 | $ | 183,382 |
Consulting Fees |
| 0 |
| 6,650 |
| 0 |
| 6,650 |
Refund/Discounts of Services |
| (360) |
| (137) |
| (360) |
| (1182) |
Total Revenue |
| 53,756 |
| 113,577 |
| 136,512 |
| 188,850 |
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COST OF GOODS SOLD |
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Commission |
| 1,603 |
| 7,567 |
| 10,481 |
| 25,407 |
Materials |
| 9,802 |
| 21,919 |
| 31,475 |
| 35,773 |
Amortization Expense |
| 4,137 |
| 4,137 |
| 8274 |
| 8,274 |
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Total Cost of Good Sold |
| 15,542 |
| 33,623 |
| 50,230 |
| 69,454 |
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Gross Profit |
| 38,214 |
| 79,954 |
| 86,282 |
| 119,396 |
OPERATING EXPENSES |
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General & Administrative |
| 12,306 |
| 29,091 |
| 28,821 |
| 54,203 |
Medical Insurance |
| 423 |
| 410 |
| 834 |
| 833 |
Employee Compensation |
| 53,423 |
| 59,696 |
| 109,705 |
| 117,786 |
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Total Operating Expenses |
| 66,152 |
| 89,197 |
| 110,540 |
| 172,822 |
OTHER EXPENSE |
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Interest Expense |
| 3171 |
| 3385 |
| 6388 |
| 6373 |
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NET INCOME/LOSS |
| (31,109) |
| (12,628) |
| (59,466) |
| (59,799) |
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Presentation of Net Income/(Loss) |
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Net Income (Loss) before Income Tax |
| (31,109) |
| (12,628) |
| (59,466) |
| (59,799) |
Provision for Income Tax |
| 0 |
| 0 |
| 0 |
| 0 |
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Net Income (Loss) | $ | (31,109) | $ | (12,628) | $ | (59,466) | $ | (59,799) |
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Earnings(Loss) per common |
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share-basic and fully Diluted | $ | (0.01) | $ | (0.01) | $ | (0.01) | $ | (0.01) |
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Weighted average number of |
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Common shares outstanding |
| 1,637,500 |
| 1,637,500 |
| 1,637,500 |
| 1,637,500 |
The accompanying notes are an integral part of the interim financial statements
3
Harcom Productions Inc.
Statements of Cash Flows
(UNAUDITED)
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| For the six months ended |
| For the six months ended |
Operating Activities: |
| June 30, 2009 |
| June 30, 2008 |
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Net Income (Loss) | $ | (59,466) | $ | (59,799) |
Adjustments to reconcile Net Income (Loss) to net |
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cash used in operating activities: |
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Amortization |
| 8,274 |
| 8,274 |
Accounts Receivable |
| 15,423 |
| (25,569) |
Accounts Payable and Accrued Liabilities |
| (7,464) |
| 21,175 |
Prepaid expenses |
| 1231 |
| (771) |
Net Cash (Used) Provided By Operating Activities |
| (42,002) |
| (56,690) |
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Investment Activities |
| 0 |
| 0 |
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Financing Activities |
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Note Payable (Current) |
| 284 |
| 267 |
Due to Related Party |
| 40,684 |
| 70,763 |
Net Cash Provided by Financing Activities |
| 40,968 |
| 71,030 |
Net Change in Cash |
| (1,034) |
| 14,340 |
Cash, Beginning of Period |
| 8,337 |
| 4,798 |
Cash, End of Period | $ | 7,303 | $ | 19,138 |
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Non Cash Activities |
| 0 |
| 0 |
Supplemental Information |
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Interest Paid | $ | 3,171 | $ | 6,373 |
Income Taxes Paid |
| 0 |
| 0 |
The accompanying notes are an integral part of the interim financial statements
4
Harcom Productions Inc.
Notes to Financial Statements
For The Six Months Ended June 30, 2009
Note 1 Summary of Significant Accounting Policies
Organization and Nature of Operations
Harcom Productions, Inc. was incorporated in 1999 in the state of Oklahoma. The Companys headquarters are located in Tulsa, Oklahoma. In early 1999, the Company executed a Purchase Agreement to acquire the operating and intangible assets of an existing production company from a related party. As such, the Company has since operated as a production company specializing in on hold messaging for all types of companies.
Cash and Cash Equivalents
The Company considers highly liquid investments (those readily convertible to cash) purchased with original maturity dates of three months or less to be cash equivalents.
Income Taxes
In 2007 The Company had completed its conversion to a C-Corporation under the laws of the state of Oklahoma. Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due. Income taxes are accounted for in accordance with SFAS No. 109, "Accounting for Income Taxes" ("SFAS 109"). Under SFAS No. 109 income taxes are recognized for the following: i) amount of taxes payable for the current year, and ii) deferred tax assets and liabilities for the future tax consequences of events that have been recognized differently in the financial statements than for tax purposes. Deferred tax assets and liabilities are established using statutory tax rates and are adjusted for tax rate changes. SFAS 109 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized.
Allowance for Doubtful Accounts
It is the Company's policy to provide an allowance for doubtful accounts when it believes there is a potential for non-collectability. As of June 30, 2009, the Companys allowance for doubtful accounts totaled $4,202 based upon managements analysis of possible bad debts. This analysis was based on a two year study of bad debt as it relates to Receivables.
Revenue Recognition
Costs of Goods Sold costs include all direct equipment, amortization, material, shipping costs and those indirect costs related to contract performance, such as indirect labor. Selling, general and administrative costs are charged to expenses as incurred. Changes in contract performance, contract conditions, and estimated profitability that may result in revisions to costs and income are recognized in the period in which the revisions are determined.
For revenue from product sales, the Company recognizes revenue in accordance with Staff Accounting Bulletin ("SAB") No. 104, "Revenue Recognition," which superseded SAB No. 101, "Revenue Recognition in Financial Statements." SAB No. 101 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. SAB No. 104 incorporates Emerging Issues Task Force ("EITF") No. 00-21, "Multiple-Deliverable Revenue Arrangements." EITF No. 00-21 addresses accounting for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets. The effect of implementing EITF No. 00-21 on the Company's financial position and results of operations was not significant. This issue addresses determination of whether an arrangement involving more than one deliverable contains more than one unit of accounting and how the arrangement consideration should be measured and allocated to the separate units of accounting. EITF No. 00-21 became effective for revenue arrangements entered into in periods beginning after June 15, 2003.
5
For those contracts which contain multiple deliverables, management must first determine whether each service, or deliverable, meets the separation criteria of EITF No. 00-21. In general, a deliverable (or a group of deliverables) meets the separation criteria if the deliverable has standalone value to the customer and if there is objective and reliable evidence of the fair value of the remaining deliverables in the arrangement. Each deliverable that meets the separation criteria is considered a "separate unit of accounting." Management allocates the total arrangement consideration to each separate unit of accounting based on the relative fair value of each separate unit of accounting. The amount of arrangement consideration that is allocated to a unit of accounting that has already been delivered is limited to the amount that is not contingent upon the delivery of another separate unit of accounting. After the arrangement consideration has been allocated to each separate unit of accounting, management applies the appropriate revenue recognition method for each separate unit of accounting as described previously based on the nature of the arrangement. All deliverables that do not meet the separation criteria of EITF No. 00-21 are combined into one unit of accounting, and the appropriate revenue recognition method is applied.
Basis of Presentation
In the opinion of management, the accompanying balance sheets and related interim statements of income, cash flows, and stockholders' equity include all adjustments, consisting only of normal recurring items, necessary for their fair presentation in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP"). Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ significantly from management's estimates and assumptions.
Interim results are not necessarily indicative of results for a full year. The information included in this Form 10-Q should be read in conjunction with information included in the Form 10-K.
Use of Estimates
The preparation of financial statements in conformity with generally accepted principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.
Long-Lived Assets
Equipment is stated at cost and depreciated over a useful life of 7 years. Expenditures for maintenance and repairs are charged to operating expenses as incurred. When equipment is retired or otherwise disposed of, the cost of the asset and the related accumulated depreciation are removed from the accounts with the resulting gain or loss being reflected in results of operations.
Intangible assets include intellectual property rights which were valued at the date of acquisition by management and amortized over 15 years.
Management assesses the recoverability of equipment and intangible assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable from its future undiscounted cash flows. If it is determined that an impairment has occurred, an impairment loss is recognized for the amount by which the carrying amount of the asset exceeds its estimated fair value.
New Accounting Standards
Recent Accounting Pronouncements
In April 2009, the FASB issued FSP No. FAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly (FSP FAS 157-4). FSP FAS 157-4 provides guidance on estimating fair value when market activity has decreased and on identifying transactions that are not orderly. Additionally, entities are required to disclose in interim and annual periods the inputs and valuation techniques used to measure fair value. This FSP is effective for interim and annual periods ending after June 15, 2009. The Company does not expect the adoption of FSP FAS 157-4 will have a material impact on its financial condition or results of operation.
In October 2008, the FASB issued FSP No. FAS 157-3, Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active, (FSP FAS 157-3), which clarifies application of SFAS 157 in a market that is not active. FSP FAS 157-3 was effective upon issuance, including prior periods for which financial statements have not been issued. The adoption of FSP FAS 157-3 had no impact on the Companys results of operations, financial condition or cash flows.
6
In December 2008, the FASB issued FSP No. FAS 140-4 and FIN 46(R)-8, Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities. This disclosure-only FSP improves the transparency of transfers of financial assets and an enterprises involvement with variable interest entities, including qualifying special-purpose entities. This FSP is effective for the first reporting period (interim or annual) ending after December 15, 2008, with earlier application encouraged. The Company adopted this FSP effective January 1, 2009. The adoption of the FSP had no impact on the Companys results of operations, financial condition or cash flows.
In December 2008, the FASB issued FSP No. FAS 132(R)-1, Employers Disclosures about Postretirement Benefit Plan Assets (FSP FAS 132(R)-1). FSP FAS 132(R)-1 requires additional fair value disclosures about employers pension and postretirement benefit plan assets consistent with guidance contained in SFAS 157. Specifically, employers will be required to disclose information about how investment allocation decisions are made, the fair value of each major category of plan assets and information about the inputs and valuation techniques used to develop the fair value measurements of plan assets. This FSP is effective for fiscal years ending after December 15, 2009. The Company does not expect the adoption of FSP FAS 132(R)-1 will have a material impact on its financial condition or results of operation.
In September 2008, the FASB issued exposure drafts that eliminate qualifying special purpose entities from the guidance of SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, and FASB Interpretation 46 (revised December 2003), Consolidation of Variable Interest Entities − an interpretation of ARB No. 51,” as well as other modifications. While the proposed revised pronouncements have not been finalized and the proposals are subject to further public comment, the Company anticipates the changes will not have a significant impact on the Companys financial statements. The changes would be effective March 1, 2010, on a prospective basis.
In June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities, (FSP EITF 03-6-1). FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting, and therefore need to be included in the computation of earnings per share under the two-class method as described in FASB Statement of Financial Accounting Standards No. 128, Earnings per Share. FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning on or after December 15, 2008 and earlier adoption is prohibited. We are not required to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF 03-6-1 would have material effect on our consolidated financial position and results of operations if adopted.
In May 2008, the Financial Accounting Standards Board (FASB) issued SFAS No. 163, Accounting for Financial Guarantee Insurance Contracts-and interpretation of FASB Statement No. 60. SFAS No. 163 clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement of premium revenue and claims liabilities. This statement also requires expanded disclosures about financial guarantee insurance contracts. SFAS No. 163 is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those years. SFAS No. 163 has no effect on the Companys financial position, statements of operations, or cash flows at this time.
In May 2008, the Financial Accounting Standards Board (FASB) issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles. SFAS No. 162 sets forth the level of authority to a given accounting pronouncement or document by category. Where there might be conflicting guidance between two categories, the more authoritative category will prevail. SFAS No. 162 will become effective 60 days after the SEC approves the PCAOBs amendments to AU Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on the Companys financial position, statements of operations, or cash flows at this time.
In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activitiesan amendment of FASB Statement No. 133. This standard requires companies to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entitys financial position, financial performance, and cash flows. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company has not yet adopted the provisions of SFAS No. 161, but does not expect it to have a material impact on its consolidated financial position, results of operations or cash flows.
7
In December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in developing an estimate of expected term of "plain vanilla" share options in accordance with SFAS No. 123 (R), Share-Based Payment. In particular, the staff indicated in SAB 107 that it will accept a company's election to use the simplified method, regardless of whether the company has sufficient information to make more refined estimates of expected term. At the time SAB 107 was issued, the staff believed that more detailed external information about employee exercise behavior (e.g., employee exercise patterns by industry and/or other categories of companies) would, over time, become readily available to companies. Therefore, the staff stated in SAB 107 that it would not expect a company to use the simplified method for share option grants after December 31, 2007. The staff understands that such detailed information about employee exercise behavior may not be widely available by December 31, 2007. Accordingly, the staff will continue to accept, under certain circumstances, the use of the simplified method beyond December 31, 2007. The Company currently uses the simplified method for plain vanilla share options and warrants, and will assess the impact of SAB 110 for fiscal year 2009. It is not believed that this will have an impact on the Companys consolidated financial position, results of operations or cash flows.
In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statementsan amendment of ARB No. 51. This statement amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. Before this statement was issued, limited guidance existed for reporting noncontrolling interests. As a result, considerable diversity in practice existed. So-called minority interests were reported in the consolidated statement of financial position as liabilities or in the mezzanine section between liabilities and equity. This statement improves comparability by eliminating that diversity. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009, for entities with calendar year-ends). Earlier adoption is prohibited. The effective date of this statement is the same as that of the related Statement 141 (revised 2007). The Company will adopt this Statement beginning March 1, 2009. It is not believed that this will have an impact on the Companys consolidated financial position, results of operations or cash flows.
In December 2007, the FASB, issued FAS No. 141 (revised 2007), Business Combinations. This Statement replaces FASB Statement No. 141, Business Combinations, but retains the fundamental requirements in Statement 141. This Statement establishes principles and requirements for how the acquirer: (a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree; (b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and (c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. This statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. An entity may not apply it before that date. The effective date of this statement is the same as that of the related FASB Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements. The Company will adopt this statement beginning March 1, 2009. It is not believed that this will have an impact on the Companys consolidated financial position, results of operations or cash flows.
In February 2007, the FASB, issued SFAS No. 159, The Fair Value Option for Financial Assets and LiabilitiesIncluding an Amendment of FASB Statement No. 115. This standard permits an entity to choose to measure many financial instruments and certain other items at fair value. This option is available to all entities. Most of the provisions in FAS 159 are elective; however, an amendment to FAS 115 Accounting for Certain Investments in Debt and Equity Securities applies to all entities with available for sale or trading securities. Some requirements apply differently to entities that do not report net income. SFAS No. 159 is effective as of the beginning of an entitys first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of the previous fiscal year provided that the entity makes that choice in the first 120 days of that fiscal year and also elects to apply the provisions of SFAS No. 157 Fair Value Measurements. The Company will adopt SFAS No. 159 beginning March 1, 2008 and is currently evaluating the potential impact the adoption of this pronouncement will have on its consolidated financial statements.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this statement does not require any new fair value measurements. However, for some entities, the application of this statement will change current practice. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Earlier application is encouraged, provided that the reporting entity has not yet issued financial statements for that fiscal year, including financial statements for an interim period within that fiscal year. The Company will adopt this statement March 1, 2008, and it is not believed that this will have an impact on the Companys consolidated financial position, results of operations or cash flows.
Reclassification
Certain reclassifications may have been made in prior years' financial statements to conform to classifications used in the current year.
8
Note 2 Intangible Assets
The cost to acquire intangible assets in 1999 has been allocated to the assets acquired according to the estimated fair values and amortized over a 15 year life using the straight line method. The Company has adopted SFAS No. 142, Goodwill and Other Intangible Assets, whereby the Company periodically tests its intangible assets for impairment. On an annual basis, and when there is reason to suspect that their values have been diminished or impaired, these assets are tested for impairment, and write-downs will be included in results from operations. No impairment was identified for the years ended December 31, 2008 and 2007.
The identifiable intangible assets acquired and their carrying values at June 30, 2009 and 2008 are:
|
| 2009 |
| 2008 |
Jingles used in on hold messaging | $ | 248,247 | $ | 248,247 |
Less: Accumulated Amortization |
| (167,738) |
| (151,190) |
Net Intangible Asset | $ | 80,509 | $ | 97,057 |
Total amortization expense charged to operations for the quarter ended June 30, 2009 and 2008 was $4137 and $4137 respectively.
Note 3 Long-term Debt
The long-term debt is a note payable to the former owners, dated July 1, 1999 bearing interest at 6.5% per annum, payable on March 1, 2019. The balance on the note payable net of current portion on December 31, 2007 was $149,496 and on December 31, 2008 it was $140,867. The balance on June 30, 2009 is $136,338.
Note 4 Due to Related Parties
Since 2004, the Companys General Manager has advanced funds to the Company to purchase materials expensed as costs of goods sold as well as to occasionally meet payroll obligations. These loans were made through the use of the General Managers personal credit cards and personal loans. As such, the amount of interest accrued is dictated by the interest rate agreed to through the General Managers credit agreement. For the years ended December 31, 2008 and 2007, the net effect of unpaid advances were $192,808 and 71,850 respectively. The net effect of unpaid balances on June 30, 2009 is $238,552.
Note 5 Other Commitments and Contingencies
Lease Agreement
On March 12, 2008, the Company executed a lease agreement. This lease agreement covers the office space for the Companys headquarters in Tulsa, Oklahoma includes 3,000 square feet of finished office space leased for one year beginning on April 1, 2008 and included a deposit of $1,500. The lease renews annually and the related rental expense for 2007 was $19,800 and $24,000, for 2008 respectively. The related rental expense for the quarter ended June 30, 2009 is $4,400.
Note 6- Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. However the Company has reported net losses of ($78,367) and ($108,683) for the years ended December 31, 2007 and December 31, 2008 respectively, and a net loss of ($31,109) for quarter ended June 30, 2009. Without the realization of additional capital, it would be unlikely for the Company to continue as a going concern. It is management's plan to complete and execute a business plan in order to supply the needed cash flow.
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ITEM 2: MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
General Overview
The following Managements Discussion and Analysis is intended to help the reader understand our company. It is provided as a supplement to, and should be read in conjunction with, our financial statements and the accompanying notes (Notes).
Forward-Looking Statements
Historical results and trends should not be taken as an indication of future operations. Management's statements contained in this report that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Actual results may differ materially from those included in the forward-looking statements. The Company intends such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and is including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words may, should, could, "believe," "expect," "anticipate," "estimate," "project," "prospects," or similar expressions. The Companys ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on the operations and future prospects of the Company include, but are not limited to: changes in economic conditions, legislative/regulatory changes, the availability of capital, interest rates, and the competitive environment. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Further information concerning the Company and its business; including additional factors that could materially affect the Company's financial results, are included herein and in the Company's other filings with the Securities and Exchange Commission.
The following discussion and analysis should be read in conjunction with the financial statements and notes to financial statements included elsewhere in this quarterly report on Form 10-Q. This report and the financial statements and notes to financial statements contain forward-looking statements, which generally include the plans and objectives of management for future operations, including plans and objectives relating to future economic performance and our current beliefs regarding revenues we might earn if we are successful in implementing our business strategies. The Company does not undertake to update, revise or correct any forward-looking statements.
LIQUIDITY AND CAPITAL RESOURCES
OVERVIEW
Our principal sources of liquidity are existing cash, cash generated by our operations, and our ability to borrow cash when needed from a related party as discussed in our notes to financial statements.
Our principal uses of liquidity are paying the costs and expenses associated with our operations, and servicing outstanding indebtedness.
The company faced significant setbacks in profitability in 2008. Net losses for the year were ($108,683). Net losses for the quarter ending June 30, 2009 were ($31,109). For the six months ended June 30, 2008 net losses totaled ($59,799) while for the same period in 2009, net losses totaled ($59,466).
While the capital resources of the company are limited from a cash perspective, the credit of the officers and directors for guaranteeing any loan necessary is extremely strong. The company has not established any lines of credit with any banks. In the event a supplier or lender requires additional credit to obtain small equipment or other business supplies, our officers and directors are willing to extend their credit to accomplish the purchase. The Company has made no commitments for capital expenditures in coming periods. The Company is not aware of any material trends that could affect our capital resources.
OPERATING ACTIVITIES
During 2008, the company used $109,333 of cash in operating activities. During the six months ended June 30, 2008 the company used $42,002 of cash in operating activities. For the same period in 2008, the company used $56,690 of cash in operating activities. This $14,688 decrease in cash used in operating activities in the first six months of 2009 when compared to the same period in 2008 was a result of a decrease in Accounts Receivable when comparing the first six months of each of 2008 and 2009, and to a lesser extent, an increase in Accounts Payable for those periods. So the reduction in the cash used in operating activities is not an indication of improved income performance on the part of the company.
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Results of Operations for the three months ended June 30, 2009 and 2008
Revenues:
For the three months ended June 30, 2009, total revenues were $53,756 as compared to total revenues of $113,577 for the same period in 2008. For the six months ended June 30, 2009, total revenues were $136,872 as compared to total revenues of $183,382 for the same period in 2008. This decrease of revenues of $59,821 when comparing the second fiscal quarters and the shortfall of $46,510 when comparing the two six months periods is due to two variables. The first is that our top sales representative left the company in early April. The second is the overall state of the national economy. Management has hired two new sales representatives during this second quarter of 2009 in hopes that one of them, or one of the other four existing representatives in our employ will become more proficient in their performance in coming periods.
The sluggish sales experienced during this quarter has had a detrimental effect on our liquidity and capital position.
Cost of Goods Sold:
For the three months ended June 30, 2009, Cost of Goods Sold was $15,542 as compared to $33,623 for the same period in 2008. For the six months ended June 30, 2009, total Cost of Goods Sold was $50,230 as compared to $69,454. This decrease in this expense of $18,081 when comparing the second fiscal quarters and the decrease of $19,224 when comparing the two six months periods is due to two variables. First, the timing of a purchase commitment near the close of the first quarter of 2008 slightly inflated the expense as reflected on an accrual based system. Secondly, the sharp decline in sales in the second quarter of 2009 created a commensurate reduction in the amount of materials required to fulfill sales orders. Whenever an expense can be reduced, it creates a positive impact on our liquidity and capital position.
Operating Expenses:
For the three months ended June 30, 2009, our Total Operating Expenses were $66,152 as compared to $89,197 for the same period in 2008. For the six months ended June 30, 2009, Total Operating Expenses were $110,540 as compared to $172,822 for the prior year. This decrease of $23,045 when comparing the second fiscal quarters and the decrease of $62,282 can be found primarily in the General and Administrative Expenses of the company. Our rent was $2600 lower due to renegotiation of our lease in the fourth quarter of 2008. Our professional fees when comparing the first two quarters of each year were reduced by the amount of $3251. Bad debt swung from $9939 to ($1486) when comparing the two quarters. Our bad debt expense is a function of the actual accounts that are written off, when compared to the allowance for bad debt that is reflected on our balance sheet. The company takes a very conservative position when reporting Accounts Receivable as well as Sales. The negative expense for Bad Debt over the first two quarters of 2009 is a reflection of a lower balance in Accounts Receivable, as well as an adjustment to our allowance account. In essence we have had more in the allowance account than we have needed to offset actual bad debts. Office Expenses were also 41% lower than for the same two quarters in 2008. This is due to the fact that we had recently moved into our new office space in April of 2008. The moving expense was reflected in that category.
Though management believes some of the small trends in expense reductions discussed above are positive, it is impossible to determine if our sales will increase in future quarters. Without an increase in sales, our liquidity picture will remain poor, and we will have to continue to rely upon borrowings from a related party, until we can increase our overall sales performance.
Net Income:
For the three months ended June 30, 2009, our Net Losses were ($31,109) as compared to ($12,628) for the same period in 2008. For the six months ended June 30, 2009, our Net Losses were ($59,466) as compared to ($59,799) for the prior year. The six months periods are virtually the same, while the $31,109 net loss in a single quarter is not a positive trend. With a sales staff of six people, when the top performer leaves the company, unless there are one or more solid sales performance already on staff, the impact can be severe. Management is trying to judiciously balance the need for the right number of sales staff with the outlay of compensation necessary to hire, train, and retain sales staff. Our sales training is more focused than t any time in our history, however, it is more difficult to keep our sales staff motivated when sales are slow due to the national economy.
Management will continue to focus on providing strong sales training for the newer members of our staff in hopes that the per person sales average will climb in coming quarters. Management believes the net losses that the Company has experienced over the past six quarters is a result of the overall national economic downturn. Many business owners who would have considered our products to be a necessity in better economic times, are now viewing it as an optional luxury. The Company cannot guarantee that profitability will be improved in upcoming quarters. If earnings do not improve, the Company will have to continue to rely on borrowings from Directors to meet the companys cash flow requirements or seek outside debt or equity vehicles that can be secured on terms that are favorable to the company.
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Comparison of Balance Sheet for June 30, 2009 and December 31, 2008 as it pertains to Capital and Liquidity.
Cash and Equivalents:
The balance in this account is $1034 lower on June 30, 2009 than it was on December 31, 2008. However, this shift is not a material indicator of the capital or liquidity position of the Company. Of greater concern to management is the increase in debts due to related parties which have resulted from stagnant sales and higher expenses over the past six quarters. If earnings do not improve, the Company will have to continue to rely on borrowings from related parties to meet the companys cash flow requirements or seek outside debt or equity vehicles that can be secured on terms that are favorable to the company.
Accounts Receivable:
The balance in this account is $15,423 lower on June 30, 2009 than it was on December 31, 2008. This decrease in an indication of poor sales performance in the quarter ended June 30, 2009. The Accounts Receivable of the Company are kept fairly current over time, so any decrease is usually an indication of fewer Sales being generated as part of the Accounts Receivable Balance. With lower Accounts Receivable, it also reflects a more vulnerable cash position for upcoming periods as there is a lower reserve of customers who are forecasted to send in cash payments coming months. This trend of lower Sales which is in turn, creating lower Accounts Receivable balances, if not reversed, will have a negative impact on the capital and liquidity of Harcom Productions Inc.
Total Current Liabilities:
The Total Current Liabilities balance has increased by $38,564 from the period between December 31, 2008 and June 30, 2009. This is primarily due to the increase in the balance of the notes Due to related parties of $45,744. This increase reflects borrowings from Charles Harwell, a Director in the Company, who loans cash to the company to offset losses. This loan bears no interest as discussed in the notes to financials. However, this level of debt creates a future demand on profits, as the Company seeks to repay the Director from future profits. This factor presents a significant challenge as it pertains to the future liquidity and capital position of the Company.
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a smaller reporting company, as defined by 229.10(f) (1), we are not required to provide the information required by this item.
ITEM 4: CONTROLS AND PROCEDURES
a) Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this Report on Form 10-Q, an evaluation of the effectiveness of the design and operation of the Companys disclosure controls and procedures was carried out by the Company under the supervision and with the participation of our Chief Executive and Chief Financial Officer. Based on that evaluation, the Chief Executive and Chief Financial Officer concluded that the Companys disclosure controls and procedures have been designed and are being operated in a manner that provides reasonable assurance that the information required to be disclosed by the Company in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms. A system of controls, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the system of controls are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.
(b) Changes in Internal Control over Financial Reporting.
During the quarter ended June 30, 2009, there was no change in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II
ITEM 1.: Legal Proceedings:
We are currently not involved in any litigation that we believe could have a materially adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companys or our companys subsidiaries officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.
ITEM 2.: Unregistered Sales of Equity Securities and Use of Proceeds
None
ITEM 3.: Defaults Upon Senior Securities:
None.
ITEM 4.: Submission of Matters to a Vote of Security Holders:
No matters were submitted to shareholders for the period ended June 30, 2009.
ITEM 5.: Other Information:
None.
Item 6.: Exhibits:
The following exhibits are included as required by Item 601 of Regulation S-K. Those marked with an asterisk and required to be filed hereunder, are incorporated by reference and can be found in their entirety in our original form SB-2 Registration Statement, filed under SEC File Number 333-139685, at the SEC website at www.sec.gov.
Exhibit No. |
| Description |
3(i)* |
| Harcom Productions, Inc. Certificate of Incorporation |
3(ii)* |
| Articles of Amendment to Harcom Productions, Inc. Certificate of Incorporation |
3(iii)* |
| Harcom Productions, LLC Certificate of Conversion |
3(iv)* |
| Harcom Productions, LLC Plan of Conversion |
3(v)* |
| Amendments to the Articles of Organization of the Powerhouse, L.L.C., an Oklahoma Limited Liability Company |
3(vi)* |
| Harcom Productions, Inc. By-Laws |
31 |
| Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act. |
32 |
| Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
|
|
|
Signature |
| Title |
| Date |
|
|
| ||
/s/ Shane Harwell |
| Chief Executive Officer; Chief Financial Officer |
| August 14, 2009 |
|
| President, Secretary, and Chairman of the Board |
|
|
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