-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WG2yqeOB8qbOPlpNhndNIsoPBk4eWJrPdbo4invjE2TPzMC9g57EsMY01Og+09c0 APRPsJ7GUntoCm8vB2iFgg== /in/edgar/work/0000829323-00-000011/0000829323-00-000011.txt : 20001115 0000829323-00-000011.hdr.sgml : 20001115 ACCESSION NUMBER: 0000829323-00-000011 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000930 FILED AS OF DATE: 20001114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CGI HOLDING CORP CENTRAL INDEX KEY: 0000829323 STANDARD INDUSTRIAL CLASSIFICATION: [8731 ] IRS NUMBER: 870450450 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 033-19980-D FILM NUMBER: 763215 BUSINESS ADDRESS: STREET 1: 8400 BROOKFIELD AVENUE CITY: BROOKFIELD STATE: IL ZIP: 60513 BUSINESS PHONE: 7083570900 MAIL ADDRESS: STREET 1: 8400 BROOKFIELD AVE CITY: BROOKFIELD STATE: IL ZIP: 60513 FORMER COMPANY: FORMER CONFORMED NAME: GEMSTAR ENTERPRISES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: NORTH STAR PETROLEUM INC DATE OF NAME CHANGE: 19900530 10QSB 1 0001.txt QUARTERLY REPORT FOR CGI HOLDING CORPORATION =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [x] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2000 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 33-19980-D CGI HOLDING CORPORATION ----------------------------- (Exact name of small business issuer as specified in its charter) Nevada 87-0450450 - --------------------- ------------------------------ State or other jurisdiction of (I.R.S. Employer I.D. No.) incorporation or organization 8400 Brookfield Avenue, Brookfield, Illinois 60513 - -------------------------------------------- --------- (Address of principal executive offices) (Zip Code) Issuer's telephone number, including area code (708) 387-9200 --------------- Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [ ] Yes [ ] No [x] APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 11,229,779 shares of its $0.001 par value common stock as of November 7, 2000. Transitional Small Business Disclosure Format (check one) Yes [ ] No [x] 2 CGI HOLDING CORPORATION FORM 10-QSB For the Quarter Ended September 30, 2000 INDEX PART I. FINANCIAL INFORMATION Item 1. Financial Statements Page a) Balance Sheet as of September 30, 2000, December 31, 1999 and September 30, 2000 3 b) Statement of Stockholders' Equity for the Nine Months Ended September 30, 2000 4 c) Statement of Operations for the Nine and Three Months Ended September 30, 2000 and 1999 5 d) Statement of Cash Flows for the Nine Months Ended September 30, 2000 and 1999 6 e) Footnotes 7,8,9 Item 2. Management's Discussion and Analysis of Financial Conditions and Results of Operations 10,11 PART II. OTHER INFORMATION Item 1. Legal Proceedings 12 Item 2. Changes in Securities 12 Item 3. Defaults Upon Senior Securities 12 Item 4. Submission of Matters to a Vote of Security Holders 12 Item 5. Other Information 12 Signature 12 PART I-FINANCIAL INFORMATION ITEM I- FINANCIAL STATEMENTS 3 CGI HOLDING CORPORATION, INC. COMPARATIVE CONSOLIDATED BALANCE SHEET SEPTEMBER 30, 2000, DECEMBER 31, 1999 AND SEPTEMBER 30, 1999 (UNAUDITED) SEPTEMBER 30, DECEMBER 31, SEPTEMBER 30, 2000 1999 1999 ------------- ------------ -------------- CURRENT ASSETS Cash 44,387 90,631 209,645 Accounts Receivable 2,711,727 2,609,637 2,828,011 Allowance for Bad Debts (67,483) (167,489) (75,216) Inventory 623,284 588,856 637,133 Other Current Assets 234,976 174,173 451,535 Costs and Estimated Earnings in Excess of Billings - 74,154 82,501 Refundable Income Taxes - 211,029 166,561 Deferred Tax Asset 164,098 377,767 74,500 Current Assets of Discontinued Operations-Note 1 660,595 697,368 676,066 ------------- ------------ -------------- Total Current Assets 4,371,584 4,656,126 5,050,736 ------------- ------------ -------------- PROPERTY, PLANT AND EQUIPMENT Property, Plant and Equipmet 1,595,490 1,587,841 1,536,092 Less:Accumulated Depreciation (372,057) (213,294) (160,995) ------------- ------------ -------------- Subtotal 1,223,433 1,374,547 1,375,097 Fixed Assets of Discontinued Operations(Net)-Note 1 152,382 171,969 179,827 ------------- ------------ -------------- NET PROPERTY, PLANT AND EQUIPMENT 1,375,815 1,546,516 1,554,924 ------------- ------------ -------------- OTHER ASSETS Goodwill 488,877 522,032 538,927 Other Assets 91,746 98,251 65,428 ------------- ------------ -------------- TOTAL OTHER ASSETS 580,623 620,283 604,355 ------------- ------------ -------------- TOTAL ASSETS 6,328,022 6,822,925 7,210,015 ============= ============ ============== CURRENT LIABILITIES Current Portion of Long Term Debt 625,988 592,160 354,709 Notes Payable-Line of Credit 1,581,992 2,168,000 2,050,000 Accounts Payable 630,721 649,075 610,840 Short-Term Borrowings 152,050 152,050 221,278 Accrued Liabilities 126,099 160,245 48,917 Loan Payable- Shareholders 300,000 315,000 270,000 Current Liabilities of Discontinued Operations-Note 1 383,011 454,308 428,482 ------------- ----------- -------------- TOTAL CURRENT LIABILITIES 3,799,861 4,490,838 3,984,226 ------------- ----------- -------------- LONG TERM LIABILITIES Long-Term Debt, Net of Current Portion 546,986 856,657 1,150,623 Deferred Income Tax 22,665 22,665 22,665 Loan Payable-Shareholders 180,000 300,000 - Long Term Liabilities of Discontinued Operations-Note 1 91,743 111,077 118,183 ------------- ----------- -------------- TOTAL LONG TERM LIABILITIES 841,394 1,290,399 1,291,471 ------------- ----------- -------------- STOCKHOLDERS' EQUITY Preferred Stock, $0.001 par value, 5,000,000 shares authorized; no shares issued or outstanding - - - Common Stock, $0.001 par value, 100,000,000 shares authorized, 11,229,779 shares issued and outstanding 11,230 10,230 10,230 Additional Paid In Capital 3,119,381 2,895,381 2,895,381 Retained Earnings (1,443,844) (1,863,923) (971,293) ------------- ----------- -------------- TOTAL STOCKHOLDERS' EQUITY 1,686,767 1,041,688 1,934,318 ------------- ----------- -------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 6,328,022 6,822,925 7,210,015 ============= =========== ============== The accompanying notes are an integral part of these statements 4 CGI HOLDING CORPORATION, INC. STATEMENT OF STOCKHOLDERS' EQUITY NINE MONTHS ENDED SEPTEMBER 30, 2000 (UNAUDITED) COMMON COMMON PAID-IN RETAINED SHARES STOCK CAPITAL EARNINGS ---------- ------ ----------- ------------- COMMON SHARES $0.001 PAR VALUE BALANCE: JANUARY 1, 2000 10,229,779 10,230 2,895,381 (1,863,923) SOLD 1,000,000 SHARES ON 3/31/00 FOR $0.225/SHARE 1,000,000 1,000 224,000 NET PROFIT 420,079 ---------- ------ ---------- ------------- BALANCE:SEPTEMBER 30, 2000 11,229,779 11,230 3,119,381 (1,443,844) ========== ====== ========== ============= The accompanying notes are an integral part of these statements 5 CGI HOLDING CORPORATION, INC. CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999 (UNAUDITED) THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30 SEPTEMBER 30 ---------------------- ----------------------- 2000 1999 2000 1999 --------- ---------- ----------- ------------ SALES 2,055,228 2,370,068 7,897,644 6,515,508 COST OF GOODS SOLD 1,403,991 2,405,714 5,328,961 5,487,495 --------- ---------- ----------- ------------ GROSS PROFIT 651,237 (35,646) 2,568,683 1,028,013 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 501,113 703,008 2,005,783 1,879,296 --------- ---------- ----------- ------------ INCOME FROM OPERATIONS 150,124 (738,654) 562,900 (851,283) --------- ---------- ----------- ------------ OTHER INCOME (EXPENSES) Other Income 13,504 (32,296) 83,846 1,334 Interest Income 630 - 630 1,679 Interest Expense (118,587) (86,720) (303,285) (191,988) --------- ---------- ----------- ------------ TOTAL OTHER INCOME (EXPENSE) (104,453) (119,016) (218,809) (188,975) --------- ---------- ----------- ------------ INCOME BEFORE CORPORATE INCOME TAXES 45,671 (857,670) 344,091 (1,040,258) INCOME TAX PROVISION 16,338 (261,296) 127,314 (374,493) --------- ---------- ----------- ------------ NET INCOME FROM CONTINUING OPERATIONS 29,333 (596,374) 216,777 (665,765) DISCONTINUED OPERATIONS: Income from operations of discontinued operations(less applicable tax expense)-Note 1 53,222 125,151 203,302 269,781 --------- ---------- ----------- ------------ NET INCOME 82,555 (471,223) 420,079 (395,984) ========= ========== =========== ============ NET INCOME PER COMMON SHARE FROM CONTINUING OPERATIONS 0.003 (0.06) 0.02 (0.07) ========= ========== =========== ============ NET INCOME PER SHARE FROM DISCONTINUED OPERATIONS 0.004 0.01 0.02 0.03 ========= ========== =========== ============ NET INCOME PER COMMON SHARE 0.007 (0.05) 0.04 (0.04) ========== ========== =========== ============ WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 11,229,779 10,229,779 10,900,109 9,666,775 ========== ========== =========== ============ The accompanying notes are an integral part of these statements. 6 CGI HOLDING CORPORATION, INC. CONSOLIDATED STATEMENT OF CASH FLOWS NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999 (UNAUDITED) SEPTEMBER 30, 2000 SEPTEMBER 30, 1999 ------------------ ------------------ CASH FLOWS FROM OPERATING ACTIVITIES Net Profit 420,079 (395,984) Non-Cash Items Included In Net Profit Depreciation 158,763 113,697 Amortization 37,659 25,741 Allowance for Doubtful Accounts (100,006) 75,216 Change in Accounts Receivable (102,090) (448,885) Change in Inventory (34,428) (146,877) Change in Refundable Income Taxes 211,029 (166,561) Change in Other Current Assets (60,803) (365,331) Change in Costs and Estimated Earnings Over Billings 74,154 181,274 Change in Other Assets 2,001 (30,428) Change in Assets of Discontinued Operations 36,773 (187,781) Change in Accounts Payable (18,354) (21,866) Change in Accrued Expenses (34,146) 15,270 Change in Accrued Income Taxes - (34,761) Change in Deferred Tax Asset 213,669 (74,500) Change in Liabilities of Discontinued Operations (46,297) 28,405 ------------------ ------------------ NET CASH CHANGE FROM OPERATING ACTIVITIES 758,003 (1,433,371) ------------------ ------------------ CASH FLOWS FROM INVESTING ACTIVITIES Fixed Assets Acquired (7,649) (250,953) Fixed Assets of Dicontinued Operations(net) 19,587 (58,776) ------------------ ------------------ NET CASH CHANGE FROM INVESTING ACTIVITIES 11,938 (309,729) ------------------ ------------------ CASH FLOWS FROM FINANCING ACTIVITIES Change in Debt (996,851) 1,543,812 Proceeds from Sale of Stock 225,000 81,000 Change in Debt of Discontinued Operations (44,334) 191,888 ------------------ ------------------ NET CASH CHANGE PROVIDED BY FINANCING ACTIVITIES (816,185) 1,816,700 ------------------ ------------------ NET CASH CHANGE (46,244) 73,600 CASH BALANCE: JANUARY 1 90,631 136,045 ------------------ ------------------ CASH BALANCE: SEPTEMBER 30 44,387 209,645 ================== ================== Supplemental Information Interest Paid 293,285 194,758 Income Taxes Paid (156,672) 49,102 Supplemental Schedule of Noncash Investing and Financiang Activities On March 5, 1999, the Company issued 1,600,000 shares of common stock with a par value of $.001 and market value of 368,000 plus assumed debt of $951,171 in connection with the purchase of the assets of Personal Care Products, Inc. In January of 1999, the Company assumed certain debt in the amount of $400,000 to purchase contracting equipment. The accompanying notes are an integral part of these statements. 7 CGI HOLDING CORPORATION, INC. FOOTNOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2000 NOTE 1 Pursuant to a plan approved by the board of directors, management elected to sell its wholly owned subsidiary, Roli Ink Corporation for approximately $2,500,000. The closing documents, it is anticipated, will be executed prior to November 30, 2000. The actual selling price will be based on balances to be computed as of November 11, 2000. The selling price is $1,700,000 plus accounts receivable, inventory and assumption of certain liabilities. Please refer to the 8KA to be filed subsequent to the closing. In accordance with APB 30, the financial statement activities of Roli Ink Corporation are reported as discontinued operations. The estimated gain on this transaction is $1,800,000 less applicable federal and state taxes. Due to availability of a federal net operating loss in the amount of $1,200,000 from the tax year 1999, it is expected the company will owe approximately $420,000 in federal and state income taxes. The actual estimated gain, net of current and deferred taxes will be $1,100,000. The following summarizes Roli Ink Corporations results for the nine and three months ended September 30, 2000 and 1999. THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30 SEPTEMBER 30 ---------------------- ----------------------- 2000 1999 2000 1999 --------- ---------- ----------- ------------ Net Profit 84,479 194,033 322,702 418,494 Income Tax Expense 31,257 68,882 119,400 148,713 --------- ---------- ----------- ------------ Net Income from Discontinued Operations 53,222 125,151 203,302 269,781 ========= ========== =========== ============ NOTE 2 - The company purchased the assets of Salle International on March 5, 1999 for $1,319,171. The purchase was accomplished through the issuance of 1,600,000 shares of its common stock and debt assumption of $951,171. The company changed its name to Trifinity Inc. The nature of its business is specializing in the manufacture and marketing of fragrance candles and liquid fills. Please refer to 8 K/A filed on June 19, 1999 for details. 8 Note 3- Notes Payable Current Long Term ---------------------------- a.)CIB BANK - Line of Credit Interest rate of 10.50% and maturity date of January 31, 2001. This note is secured by general asstes of SECO. 787,192 - b.)Marine Bank - Line of Credit Note due on 1/31/2001 with an interest rate of 9.00%. The total amount available is $500,000. 384,709 - c.)CIB Bank - Line of Credit Interest rate is 10.00% and is due on 1/31/2001. Total amount available is $500,000. 410,091 - ------------- --------------- TOTAL LINE OF CREDIT 1,581,992 - d.)Union Federal Savings - Equipment Loan Note dated 8/20/99 with a 6 year amortization and interest rate of 11.25% 76,808 399,137 e.)Clara Bendersky - Note Payable due April 1, 2001 with interest rate of 10.00% 150,000 - f.)Otto Barth - Note Payable due June 30, 2001 with interest rate of 8.5% 50,000 - g.)Audrey Love - Note Payable due January 31, 2001 with interest rate of 8.5% 100,000 - h.)George Kouronos - Note payable due December 31, 2000 with interest rate of 8.5% 100,000 - I.)Paul Doll - Note payable due June 30, 2001 with interest rate of 10.00% 35,000 - j.) Vehicle Loan - 60 month note dated 4/3/99 with interest rate of 7.59% 4,640 13,260 k.)CIB Bank - Installment Loan Payable for 60 months at $4,091.97 per month with interest rate of 8.50%. Maturity date is 2/29/04 38,176 107,619 l.)Equipment Loan - 48 month note dated December 1999 7,395 13,334 m.)Equipment Loan - 48 month note dated 11/28/99 with interest rate of 5.9% 10,009 11,360 n.)Vehicle-payment is $303.05/month Note is secured by the vehicle and has an interest rate of 7.65% 3,360 1,778 o.)Computer Loan 36 month note dated September 1999 with interest rate of 15.99% 600 498 p.)John English - Note dated 7/1/99 50,000 - with interest rate of 8.00% ------------- --------------- SUBTOTAL 625,988 546,986 ------------- --------------- TOTALS 2,207,980 546,986 ============= =============== 9 NOTE 4 - LOAN FROM SHAREHOLDERS The Company and SECO-Illinois borrowed funds from shareholders throughout the year to cover operating expenses. The total outstanding principal balance due as of September 30, 2000 was $480,000. The detail of this principal balance as of September 30, 2000 is as follows: Jaime Bendersky $300,000 - Principal balance due on April 1, 2001. Interest paid quarterly at a rate of 10% (loan to the Company). Jim Spachman $115,000 - No repayment terms. Interest paid quarterly at 10.00% (loan to the Company). John Giura $65,000 - No repayment terms. No interest paid or accrued. NOTE 5 - The financial statements reflect all adjustments which are, in the opinion of management, necessary to present a fair statement of the results for the nine months ended September 30, 2000 and 1999. NOTE 6 - The results of "Trifinity" only reflect operations from the date of acquisition, March 5, 1999. No pro-forma results of operations are reflected for this subsidiary due to lack of financial information of prior management. 10 ITEM 2 CGI HOLDING CORPORATION, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Financial Conditions The company's total assets at September 30, 2000 were $6,328,022, which represents decreases of $494,903 from December 31, 1999 and $881,993 from September 30, 1999. Conversely, total liabilities decreased $1,139,982 from December 31, 1999 and $634,442 from September 30, 1999. Short-term debt at September 30, 2000 was $2,660,030 compared to December 31, 1999 of $3,227,210 representing a decrease of $567,180. As discussed in Note 1 to the financial statements, proceeds from sale of Roli Ink Corp will be used to reduce debt approximately $875,000. Liquidity and Capital Resources Cash flow from operations for the nine months ended September 30, 2000 was $758,003 compared to ($1,433,371) for the same period last year. Working capital at September 30, 2000 was $571,723. This represents an increase of $406,435 from December 31, 1999. The sale of Roli will enhance the liquidity portion of the Company. Results of Operations Sales for first nine months of 2000 were $7,897,644 compared to $6,515,483 for the same period last year, an increase of $1,382,161 or 21.21% increase. The increase is mainly attributable to 'Trifinity' whereby its sales increased $911,271. Whereas sales increased $1,382,161, cost of sales decreased $158,534. This decrease in cost of sales is attributable to 'SECO's' more profitable contracting operations in 2000. Its gross profit in 2000 was 31% versus 15% in 1999. Its concentration in 2000 was directed more to the private sector as opposed to last year when many of its contracts were with the Chicago Public Schools. Sales in the third quarter were $2,055,228, a decrease of $314,815. Trifinity sales increased $184,439 but SECO's sales decreased $499,254. This decrease was attributable to the fact the Company sought contracts that were more profitable, which resulted in a gross profit of $524,757 (29%) compared to gross margin loss ($52,151) in 1999. Selling and Administrative expenses increased for the nine months ended September 30 in the amount of $126,151, but during the third quarter, the expenses actually decreased $201,871. This decrease was mainly attributable to SECO's ability to streamline its administrative activities. Net income for the nine months was $216,777 from continuing operations and $203,302 from discontinued operations (Roli) for a total of $420,079 or $0.039 per share compared to the same period last year of ($665,765) loss from continuing operations and $269,781 from discontinued operations for a total net loss of $(395,984) or ($0.041) per share. Operating results for the third quarter of this year were $29,333 net income from continuing operations and $53,222 from discontinued operations (Roli), for a total of $82,555 or $0.008 per share. Results for the same quarter last year were a net loss of ($596,374) from continuing operations and $125,151 for a total net loss of ($471,223) or ($0.046) per share. 11 Segment Analysis INDUSTRY SEGMENT NINE MONTHS ENDED SEPTEMBER 30, 2000 SECO TRIFINITY CGI CONSOLIDATED ROLI --------- ---------- ------------ ----------- ----------- SALES 6,780,122 1,117,522 - 7,897,644 2,170,036 COST OF SALES 4,692,036 636,925 - 5,328,961 1,171,391 --------- ---------- ------------ ----------- ------------ GROSS PROFIT 2,088,086 480,597 - 2,568,683 998,645 SELLING AND ADMINISTRATION 1,450,979 440,705 114,099 2,005,783 656,833 --------- ---------- ------------ ----------- ------------ INCOME FROM OPERATIONS 637,107 39,892 (114,099) 562,900 341,812 --------- ---------- ------------ ----------- ------------ OTHER INCOME (EXPENSE) OTHER INCOME 80,321 3,525 - 83,846 - INTEREST INCOME 630 - - 630 - INTEREST EXPENSE (158,927) (73,879) (70,479) (303,285) (19,110) --------- ---------- ------------ ----------- ------------ TOTAL (77,976) (70,354) (70,479) (218,809) (19,110) --------- ---------- ------------ ----------- ------------ INCOME BEFORE TAXES 559,131 (30,462) (184,578) 344,091 322,702 ========= =========== ============ =========== ============ INDUSTRY SEGMENT NINE MONTHS ENDED SEPTEMBER 30, 1999 SECO TRIFINITY CGI CONSOLIDATED ROLI --------- ---------- ------------- ----------- ------------ SALES 6,309,232 206,251 - 6,515,483 2,312,878 COST OF SALES 5,380,321 107,174 - 5,487,495 1,192,347 --------- ---------- ------------- ----------- ------------ GROSS PROFIT 928,911 99,077 - 1,027,988 1,120,531 SELLING AND ADMINISTRATION 1,300,656 405,876 172,740 1,879,272 699,367 --------- ---------- ------------- ----------- ------------ INCOME FROM OPERATIONS (371,745) (306,799) (172,740) (851,284) 421,164 --------- ---------- ------------- ----------- ------------ OTHER INCOME (EXPENSE) OTHER INCOME - 3,013 - 3,013 - INTEREST INCOME - - - - - INTEREST EXPENSE (118,505) (17,650) (55,832) (191,987) (2,770) --------- ---------- ------------- ----------- ------------ TOTAL (118,505) (14,637) (55,832) (188,974) (2,770) --------- ---------- ------------- ----------- ------------ INCOME BEFORE TAXES (490,250) (321,436) (228,572) (1,040,258) 418,394 ========= ========== ============= ============ =========== INDUSTRY SEGMENT THREE MONTHS ENDED SEPTEMBER 30, 2000 SECO TRIFINITY CGI CONSOLIDATED ROLI --------- ---------- ------------- ------------ ----------- SALES 1,793,740 261,488 - 2,055,228 706,891 COST OF SALES 1,268,983 135,008 - 1,403,991 395,715 --------- ---------- ------------ ------------ ----------- GROSS PROFIT 524,757 126,480 - 651,237 311,176 SELLING AND ADMINISTRATION 309,646 142,033 49,434 501,113 221,085 --------- ---------- ------------ ------------ ----------- INCOME FROM OPERATIONS 215,111 (15,553) (49,434) 150,124 90,091 --------- ---------- ------------ ------------ ----------- OTHER INCOME (EXPENSE) OTHER INCOME 12,454 1,050 - 13,504 - INTEREST INCOME 630 - - 630 - INTEREST EXPENSE (62,737) (23,975) (31,875) (118,587) (5,611) --------- ---------- ------------ ------------ ----------- TOTAL (49,653) (22,925) (31,875) (104,453) (5,611) --------- ---------- ------------ ------------ ----------- INCOME BEFORE TAXES 165,458 (38,478) (81,309) 45,671 84,480 ========= ========== ============ ============ =========== INDUSTRY SEGMENT THREE MONTHS ENDED SEPTEMBER 30, 1999 SECO TRIFINITY CGI CONSOLIDATED ROLI --------- ---------- ------------ ------------ ----------- SALES 2,292,994 77,049 - 2,370,043 819,246 COST OF SALES 2,345,145 60,569 - 2,405,714 427,726 --------- ---------- ------------ ------------ ----------- GROSS PROFIT (52,151) 16,480 - (35,671) 391,520 SELLING AND ADMINISTRATION 557,653 115,754 29,577 702,984 259,473 --------- ---------- ------------ ------------ ----------- INCOME FROM OPERATIONS (609,804) (99,274) (29,577) (738,655) 132,047 --------- ---------- ------------ ------------ ----------- OTHER INCOME (EXPENSE) OTHER INCOME (33,630) 3,013 - (30,617) - INTEREST INCOME (1,679) - - (1,679) - INTEREST EXPENSE (49,477) (14,872) (22,370) (86,719) (1,015) --------- ---------- ------------ ------------ ----------- TOTAL (84,786) (11,859) (22,370) (119,015) (1,015) --------- ---------- ------------ ------------ ----------- INCOME BEFORE TAXES (694,590) (111,133) (51,947) (857,670) 131,032 ========= ========== ============ ============ =========== 12 Forward-Looking Statements This report included forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements contain information regarding growth and earnings expectations based on the Company's current assumptions involving a number of risks and uncertainties. There are certain important factors that can cause actual results to differ materially from the forward-looking statements, including, without limitation, adverse business or market conditions; the ability of the Company to secure and satisfy customers; and adverse competitive developments. Readers are cautioned not to place undue reliance on forward-looking statements. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS People of the State of Illinois, Plaintiff, v. Robert Larsen, Et. Al., Defendants, No. 96 CH 1033. This action is pending in the Circuit Court of the Nineteen Judicial Circuit, Lake County, Illinois. The Company is not a party to this action. However, SECO-Illinois is a defendant. This action, filed in 1996, was brought by the State of Illinois to compel defendant Larsen to conduct an environmental clean-up of his property. SECO-Illinois was thereafter named an additional defendant, from whom the State sought the imposition of unspecified penalties as the result of certain asbestos removal work which it had conducted on the subject property. In the summer of 1999, Larsen filed a counterclaim against SECO-Illinois, seeking unspecified damages against it for sums Larsen was allegedly caused to expend by reason of improper remediation work performed by SECO-Illinois. The matter remains pending and undetermined, and currently is in the process of discovery. Discovery to date has indicated that Larsen is seeking damages in excess of $200,000. ITEM 2. CHANGES IN SECURITIES None ITEM 3. DEFAULTS UPON SENIOR SECURITIES None ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None ITEM 5. OTHER INFORMATION None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits -------- None (b) Reports on Form 8-K None SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized CGI Holding Corporation Dated: November 14, 2000 By: /s/ John Giura ---------------------------------- John Giura, Director, President and Chief Financial Officer Dated: November 14, 2000 In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. /s/ Ann K. Knaack - ------------------------ Ann K. Knaack, Director and Vice President Date: November 14, 2000 /s/ Chander Jadhwani - ------------------------ Chander Jadhwani, Director Date: November 14, 2000 EX-27 2 0002.txt FDS
5 This schedule contains summary financial information extracted from the consolidated balance sheet as of September 30, 2000 and consolidated statements of operations for the nine months ended September 30, 2000, and is qualified in its entirety by reference to such financial statements. 9-MOS DEC-31-2000 JAN-01-2000 SEP-30-2000 44,387 0 2,711,727 (67,483) 623,284 4,371,584 1,833,889 458,074 6,328,022 3,799,861 0 0 0 11,230 1,675,537 6,328,022 7,897,644 7,897,644 5,328,961 5,328,961 2,005,783 0 303,285 344,091 127,314 216,777 203,302 0 0 420,079 .04 .04
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