- Current report filing (8-K)
April 22 2009 - 1:22PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
___________
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
Report: April 17, 2009
(Date of
earliest event reported)
DCAP GROUP,
INC.
(Exact
Name of Registrant as Specified in Charter)
Delaware
|
|
0-1665
|
|
36-2476480
|
(State
or Other Jurisdiction
of
Incorporation)
|
|
(Commission
File No.)
|
|
(IRS
Employer Identification
Number)
|
1158
Broadway, Hewlett, NY
|
11557
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Registrant's
telephone number, including area code:
(516)
374-7600
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
____
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
____
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
____
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
____
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item 2.01. Completion of
Acquisition or Disposition of Assets
.
On April
17, 2009, Barry Scott Agency, Inc., and DCAP Accurate, Inc. (collectively,
“Seller”), wholly-owned subsidiaries of DCAP Group, Inc. (the “Company”),
completed the sale of substantially all of their assets to NII BSA LLC
(“Buyer”). Seller operated the Company’s 16 New York State retail
business locations. The salient terms of the sale are as
follows:
·
|
The
purchase price for the assets was approximately $2,337,000, of which
Seller received net proceeds of approximately $1,786,000 at the
closing. Promissory notes in the aggregate principal amount of
$551,000 (the “Notes”) were also delivered to Seller at the
closing. The Notes are payable to the extent of $275,500 on
March 31, 2010 and $275,500 on September 30, 2010 and provide for interest
at the rate of 5.25% per annum.
|
·
|
As
part of the purchase price, Seller shall be entitled to receive through
September 30, 2010 an additional amount equal to 60% of the net
commissions derived from the book of business of six New York retail
locations that were closed by the Company in
2008.
|
·
|
Buyer
has agreed that, through January 31, 2018, it will refer each of its
customers who desires premium financing exclusively to the Company’s
wholly-owned subsidiary, Payments Inc., which is a licensed premium
finance company.
|
Item 9.01
.
Financial Statements and
Exhibits
.
(b)
Pro Forma Financial
Information
:
(i)
|
Explanatory
Note with regard to Unaudited Pro Forma Condensed Consolidated Financial
Statements
|
(ii)
|
Unaudited
Pro Forma Condensed Consolidated Balance Sheet of the Company as of
December 31, 2008
|
(iii)
|
Unaudited
Pro Forma Condensed Consolidated Statement of Operations for the year
ended December 31, 2008
|
DCAP
GROUP, INC AND SUBSIDIARIES
UNAUDITED
PRO FORMA CONDENSED
CONSOLIDATED
FINANCIAL STATEMENTS
EXPLANATORY
NOTE
The
following unaudited pro forma condensed consolidated financial statements give
effect to the sale (the “Sale”) of substantially all of the assets (the
“Assets”) of Barry Scott Agency, Inc. (“Barry Scott”) and DCAP Accurate, Inc.
(“Accurate”), wholly-owned subsidiaries of DCAP Group, Inc. (the “Registrant”),
to NII BSA LLC. These pro forma financial statements are presented
for illustrative purposes only and therefore are not necessarily indicative of
the operating results and financial position that might have been achieved had
the Sale occurred as of an earlier date, nor are they necessarily indicative of
the operating results and financial position which may occur in the
future.
A Pro
Forma Condensed Consolidated Balance Sheet is provided as of December 31, 2008,
giving effect to the Sale as though it had been consummated on that
date. A Pro Forma Condensed Consolidated Statement of Operations is
provided for the year ended December 31, 2008, giving effect to the Sale as
though it had occurred on January 1, 2008.
The pro
forma financial statements are based on preliminary estimates of values and
transaction costs. Accordingly, the actual recording of the
transaction may differ from these pro forma financial statements.
The pro
forma condensed consolidated financial statements presented as of December 31,
2008 and for the year then ended are derived from the separate historical
consolidated financial statements of the Registrant and should be read in
conjunction with the audited consolidated financial statements of the Registrant
(included in its Annual Report on Form 10-K for the year ended December 31,
2008).
DCAP
GROUP, INC. AND
|
SUBSIDIARIES
|
Pro
Forma Condensed Consolidated Balance Sheet
|
|
|
|
|
|
|
December
31, 2008 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro
Forma
|
|
|
|
|
|
|
|
|
As
Reported
|
|
|
Adjustments
|
|
|
|
|
Pro
Forma
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
Current
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
$
|
142,949
|
|
|
$
|
1,786,409
|
|
A
|
|
|
$
|
560,667
|
|
|
|
|
|
|
|
|
(450,000
|
)
|
B
|
|
|
|
|
|
|
|
|
|
|
|
|
(586,409
|
)
|
C
|
|
|
|
|
|
|
|
|
|
|
|
|
(267,282
|
)
|
D
|
|
|
|
|
|
|
|
|
|
|
|
|
(65,000
|
)
|
F
|
|
|
|
|
|
Accounts
receivable, net
|
|
|
201,787
|
|
|
|
-
|
|
|
|
|
|
201,787
|
|
Prepaid
expenses and other current assets
|
|
|
130,457
|
|
|
|
-
|
|
|
|
|
|
130,457
|
|
Assets
from discontinued operations
|
|
|
2,913,147
|
|
|
|
275,272
|
|
A
|
|
|
|
790,863
|
|
|
|
|
|
|
|
|
(2,397,556
|
)
|
A
|
|
|
|
|
|
Total
current assets
|
|
|
3,388,340
|
|
|
|
(1,704,566
|
)
|
|
|
|
|
1,683,774
|
|
Property
and equipment, net
|
|
|
90,493
|
|
|
|
-
|
|
|
|
|
|
90,493
|
|
Notes
receivable
|
|
|
5,935,704
|
|
|
|
-
|
|
|
|
|
|
5,935,704
|
|
Deposits
and other assets
|
|
|
6,096
|
|
|
|
-
|
|
|
|
|
|
6,096
|
|
Assets
from discontinued operations, non-current
|
|
|
-
|
|
|
|
275,271
|
|
A
|
|
|
|
275,271
|
|
Total
assets
|
|
$
|
9,420,633
|
|
|
$
|
(1,429,295
|
)
|
|
|
|
$
|
7,991,338
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
and Stockholders' Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts
payable and accrued expenses
|
|
$
|
822,350
|
|
|
$
|
-
|
|
|
|
|
$
|
822,350
|
|
Current
portion of long-term debt
|
|
|
1,593,210
|
|
|
|
(70,872
|
)
|
B
|
|
|
|
935,929
|
|
|
|
|
|
|
|
|
(586,409
|
)
|
C
|
|
|
|
|
|
Other
current liabilities
|
|
|
154,200
|
|
|
|
-
|
|
|
|
|
|
154,200
|
|
Liabilities
from discontinued operations
|
|
|
213,685
|
|
|
|
185,918
|
|
E
|
|
|
|
344,603
|
|
|
|
|
|
|
|
|
(55,000
|
)
|
G
|
|
|
|
|
|
Mandatorily
redeemable preferred stock
|
|
|
780,000
|
|
|
|
(267,282
|
)
|
D
|
|
|
|
512,718
|
|
Total
current liabilities
|
|
|
3,563,445
|
|
|
|
(793,645
|
)
|
|
|
|
|
2,769,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term
debt
|
|
|
415,618
|
|
|
|
(379,843
|
)
|
B
|
|
|
|
35,775
|
|
Deferred
income taxes
|
|
|
184,000
|
|
|
|
-
|
|
|
|
|
|
184,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders'
Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock
|
|
|
37,888
|
|
|
|
-
|
|
|
|
|
|
37,888
|
|
Preferred
stock
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
-
|
|
Capital
in excess of par
|
|
|
11,962,512
|
|
|
|
-
|
|
|
|
|
|
11,962,512
|
|
Deficit
|
|
|
(5,522,448
|
)
|
|
|
(60,604
|
)
|
A
|
|
|
|
(5,778,255
|
)
|
|
|
|
|
|
|
|
715
|
|
B
|
|
|
|
|
|
|
|
|
|
|
|
|
(185,918
|
)
|
E
|
|
|
|
|
|
|
|
|
|
|
|
|
(65,000
|
)
|
F
|
|
|
|
|
|
|
|
|
|
|
|
|
55,000
|
|
G
|
|
|
|
|
|
|
|
|
6,477,952
|
|
|
|
(255,807
|
)
|
|
|
|
|
6,222,145
|
|
Treasury
stock, at cost
|
|
|
(1,220,382
|
)
|
|
|
-
|
|
|
|
|
|
(1,220,382
|
)
|
Total
stockholders' equity
|
|
|
5,257,570
|
|
|
|
(255,807
|
)
|
|
|
|
|
5,001,763
|
|
Total
liabilities and stockholders' equity
|
|
$
|
9,420,633
|
|
|
$
|
(1,429,295
|
)
|
|
|
|
$
|
7,991,338
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro
Forma Condensed Consolidated Balance Sheet
(continued)
December
31, 2008 (unaudited)
A) To
record net proceeds from sale of the assets and promissory notes associated with
the Sale.
B) To
record prepayment of Accurate acquisition note payable from proceeds of the
Sale.
C) To
record mandatory partial prepayment of principal amount of notes payable from
proceeds of the Sale.
D) To
record mandatory partial redemption of preferred shares from proceeds of the
Sale.
E) To
accrue estimated wind down expenses to be incurred after the Sale.
F) To
record estimated transaction costs associated with the Sale.
G) To
write off deferred taxes associated with assets sold.
DCAP
GROUP, INC. AND
|
|
SUBSIDIARIES
|
|
Pro
Forma Condensed Consolidated Statement of Operations
|
|
Year
Ended December 31, 2008 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro
Forma
|
|
|
|
|
|
|
|
|
As
Reported
|
|
|
Adjustments
|
|
|
|
|
Pro
Forma
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commissions
and fee revenue
|
|
$
|
911,225
|
|
|
$
|
-
|
|
|
|
|
$
|
911,225
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General
and administrative expenses
|
|
|
1,860,485
|
|
|
|
-
|
|
|
|
|
|
1,860,485
|
|
Depreciation
and amortization
|
|
|
69,624
|
|
|
|
-
|
|
|
|
|
|
69,624
|
|
Total
operating expenses
|
|
|
1,930,109
|
|
|
|
-
|
|
|
|
|
|
1,930,109
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
loss
|
|
|
(1,018,884
|
)
|
|
|
-
|
|
|
|
|
|
(1,018,884
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
(expense) income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
income
|
|
|
4,338
|
|
|
|
-
|
|
|
|
|
|
4,338
|
|
Interest
income - notes receivable
|
|
|
764,899
|
|
|
|
-
|
|
|
|
|
|
764,899
|
|
Interest
expense
|
|
|
(270,646
|
)
|
|
|
85,762
|
|
G
|
|
|
|
(184,884
|
)
|
Interest
expense - mandatorily redeemable preferred stock
|
|
|
(66,625
|
)
|
|
|
22,830
|
|
H
|
|
|
|
(43,795
|
)
|
Total
other income
|
|
|
431,966
|
|
|
|
108,592
|
|
|
|
|
|
540,558
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss)
income from continuing operations before
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
benefit
from income taxes
|
|
|
(586,918
|
)
|
|
|
108,592
|
|
|
|
|
|
(478,326
|
)
|
Benefit
from income taxes
|
|
|
(391,225
|
)
|
|
|
47,000
|
|
B
|
|
|
|
(294,745
|
)
|
|
|
|
|
|
|
|
49,480
|
|
I
|
|
|
|
|
|
(Loss)
income from continuing operations
|
|
|
(195,693
|
)
|
|
|
12,112
|
|
|
|
|
|
(183,581
|
)
|
(Loss)
income from discontinued operations, net of income taxes
|
|
|
(781,513
|
)
|
|
|
132,263
|
|
A
|
|
|
|
(634,143
|
)
|
|
|
|
|
|
|
|
180,000
|
|
C
|
|
|
|
|
|
|
|
|
|
|
|
|
28,904
|
|
D
|
|
|
|
|
|
|
|
|
|
|
|
|
(228,618
|
)
|
E
|
|
|
|
|
|
|
|
|
|
|
|
|
34,821
|
|
F
|
|
|
|
|
|
Net
(loss) income
|
|
$
|
(977,206
|
)
|
|
$
|
159,482
|
|
|
|
|
$
|
(817,724
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
and Diluted Net Loss Per Common Share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss
from continuing operations
|
|
$
|
(0.07
|
)
|
|
|
|
|
|
|
|
$
|
(0.06
|
)
|
Loss
from discontinued operations
|
|
$
|
(0.26
|
)
|
|
|
|
|
|
|
|
$
|
(0.21
|
)
|
Loss
per common share
|
|
$
|
(0.33
|
)
|
|
|
|
|
|
|
|
$
|
(0.27
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number
of weighted average shares used in computation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
of
basic and diluted loss per common share
|
|
|
2,972,597
|
|
|
|
|
|
|
|
|
|
2,972,597
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A) To
eliminate historical revenue and expenses associated with the sale of the
Assets.
B) To
reverse tax benefit of current year net operating loss recorded as deferred tax
benefit to continuing operations.
C) To
record estimated contingent revenues associated with the sale of the Assets as
if the Sale occurred on January 1, 2008.
D) To
record interest income on promissory notes associated with the sale of the
Assets as if the Sale occurred on January 1, 2008.
E) To
record estimated wind down expenses.
F) To
eliminate interest expense as if prepayment of the Accurate acquisition note
payable occurred on January 1, 2008.
G) To
eliminate interest expense as if prepayment of the notes payable occurred on
January 1, 2008.
H) To
eliminate interest expense as if prepayment of preferred stock occurred on
January 1, 2008.
I) To
adjust tax effect of current year net operating loss associated with the sale of
the Assets recorded as deferred tax benefit for the period
presented.
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
|
DCAP GROUP,
INC.
|
|
|
|
|
|
|
By:
|
/s/ Barry B.
Goldstein
|
|
|
|
Barry B.
Goldstein
|
|
|
|
President
|
|
|
|
|
|
Unity Wealth Partners Dy... (NASDAQ:DCAP)
Historical Stock Chart
From Oct 2024 to Nov 2024
Unity Wealth Partners Dy... (NASDAQ:DCAP)
Historical Stock Chart
From Nov 2023 to Nov 2024