-----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, Rji8e9MThWRcfXJvW9H766RUBXW5bc2BJnBNESIzDTuyqzm0H51EuwnzG1oeFB4r qAbLpt/0qMRA3OYv3fmmlA== 0000722839-98-000015.txt : 19981116 0000722839-98-000015.hdr.sgml : 19981116 ACCESSION NUMBER: 0000722839-98-000015 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980930 FILED AS OF DATE: 19981113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROACTIVE TECHNOLOGIES INC CENTRAL INDEX KEY: 0000722839 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 232265039 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 001-08662 FILM NUMBER: 98746992 BUSINESS ADDRESS: STREET 1: 7118 BEECH RIDGE TRAIL STREET 2: STE 402 CITY: TALLAHASSEE STATE: FL ZIP: 32312 BUSINESS PHONE: 9046685800 MAIL ADDRESS: STREET 1: 7118 BEECH RIDGE TRAIL STREET 2: SUITE 402 CITY: TALLAHASSEE STATE: FL ZIP: 32312 FORMER COMPANY: FORMER CONFORMED NAME: KEYSTONE MEDICAL CORPORATION DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: KEYSTONE MEDICAL CORP INC DATE OF NAME CHANGE: 19910103 10QSB 1 FORM 10-QSB SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarter Ended: September 30, 1998 Commission File Number: 1-8662 PROACTIVE TECHNOLOGIES, INC. (formerly KEYSTONE MEDICAL CORPORATION) (Exact name of registrant as specified in its charter) Delaware 23-2265039 (State of Incorporation) (I.R.S. Employer ID No.) 7118 Beech Ridge Trail, Tallahassee, Florida 32312 (Address of principal executive offices) (Zip Code) (850) 668-8500 (Registrant's telephone number, including area code) 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 such shorter period that registrant was to require such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ____X______ No ________ Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes ___X_____ No _________ The number of shares outstanding of registrant's common stock, par value $.04 per share, as of November 9, 1998 was 15,499,253. Transitional Small Business Disclosure Format (Check one):Yes______No ___X____ PROACTIVE TECHNOLOGIES, INC. Table of Contents Page No. PART I FINANCIAL INFORMATION Item 1. Condensed Consolidated Financial Statements (Unaudited) Condensed Consolidated Balance Sheet 3 September 30, 1998 and June 30, 1998 Condensed Consolidated Statements of Income for the Three Months Ended September 30, 1998 and 1997 4 Condensed Consolidated Statements of Cash Flows for the Three Months Ended September 30, 1998 and 1997 5 Notes to Condensed Consolidated Financial Statements 6-8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9-11 PART II OTHER INFORMATION Item 1. Legal Proceedings 11 Item 4. Submission of Matters to a Vote of Security Holders 11 Item 5. Other Information 11 Item 6. Exhibits and Reports on Form 8-K 11 SIGNATURE 11 EXHIBIT INDEX 12 PROACTIVE TECHNOLOGIES, INC. AND SUBSIDIARIES (NOTE 1) CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (000's except for outstanding shares)
September 30 June 30, 1998 1998 ASSETS: Real estate inventories $ 33,449 $ 32,960 Cash and equivalents 98 100 Property and equipment, net 393 410 Investment in Killearn Properties, Inc. 1,188 1,188 Other Investments 197 261 Other assets 274 175 Notes Receivable 1,055 3,366 _________ _________ TOTAL ASSETS $ 36,654 $ 38,460 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY: Notes payable $ 21,095 $ 21,849 Accounts payable and accrued expenses 1,096 1,608 Income taxes payable 1,237 1,237 Deferred income tax liability 112 298 Deferred revenue 109 109 Deferred compensation payable 0 0 Customer deposits 190 125 _________ _________ Total Liabilities $ 23,839 $ 25,226 Minority Interest 0 0 Stockholders' Equity: Common stock - par value $.04 per share; authorized 60,000,000 shares; issued 18,445,648 684 684 Paid-in capital 12,328 12,180 Retained earnings 1,753 2,320 Treasury Stock (1,950) (1,950) _________ _________ Total Stockholders' Equity $ 12,815 $ 13,234 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 36,654 $ 38,460 ========= ========= See Accompanying Notes to Condensed Consolidated Financial Statements
PROACTIVE TECHNOLOGIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (In 000's, except for earnings per share and outstanding shares)
Three Months Ended September 30, 1998 1997 Net sales $ 1,327 $ 2,543 Cost of sales 1,389 1,544 Selling, general and administrative expenses 454 301 _______ ________ (Loss) income from operations (516) 698 Other Income (deductions): Interest (expense) (138) (181) Other income (expense), net 120 ( 26) Minority Interest 0 ( 1) ________ ________ (Loss) income from continuing operations before income taxes (534) 490 Income tax benefit (expense) 186 (180) ________ ________ Net (loss) income before discontinued operations ($ 348) 310 Discontinued operations: Loss from operations of Decocrete Worldwide, less applicable tax benefit of $0 and $5,000,respectively 0 ( 7) ________ _________ Net (loss) income ($ 348) $ 303 ======== ======== (Loss) earnings per share before Discontinued operations ($ .02) $ .02 Discontinued operations $ .00 $ .00 ________ ________ Earnings per share ($ .02) $ .02 ======== ======== Adjusted shares outstanding primary and fully diluted 16,499,253 18,234,929 Dividends Paid NONE NONE See Accompanying Notes to Condensed Consolidated Financial Statements
PROACTIVE TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (In 000's)
Three Months Ended September 30 1998 1997 Net Cash provided by operating activities $ 766 $ 164 _________ ________ Cash Flows from Investing Activities: Distribution from real estate ventures 0 0 Investment in real estate ventures ( 14) 5 Purchase of investments in equity securities 0 ( 1,020) Purchase of property and equipment 0 0 _________ _________ Net Cash used in investing activities ( 14) ( 1,015) Cash Flows from Financing Activities: Proceeds from exercise of stock warrants 0 0 Proceeds from issuance of notes payable 3,458 2,623 Repayments of amounts borrowed (4,212) (1,799) _________ ________ Net Cash provided by financing activities ( 754) 824 _________ ________ Net (Decrease) Increase in Cash and Cash Equivalents ( 2) ( 27) _________ ________ Cash and Cash Equivalents, Beginning of Period 100 182 _________ ________ Cash and Cash Equivalents, End of Period $ 98 $ 155 ========= ======== See Accompanying Notes to Condensed Consolidated Financial Statements
PROACTIVE TECHNOLOGIES, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements Form 10-QSB for the Three Months Ended September 30, 1998 (1) Basis of Financial Presentation On February 12, 1996, Proactive Technologies, Inc. ("PTE" or the "Company") acquired 100% of the outstanding common stock of Capital First Holdings, Inc. ("Capital First") in a reverse acquisition in which Capital First's sole shareholder acquired voting control of the Company. The acquisition was accomplished through the issuance of approximately 8,559,000 shares of PTE stock which represented approximately 80% of the voting stock of PTE immediately after the transaction. For accounting purposes, the acquisition has been treated as a recapitalization of Capital First with Capital First as the acquirer. The historical financial statements prior to February 12, 1996 are those of Capital First. As a result of the acquisition, Capital First effectively changed its accounting year end to June 30 from December 31. Capital First is a developer of residential subdivisions with its principal operations in Tallahassee, Florida. The accompanying unaudited consolidated financial statements and related notes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations. The information furnished reflects, in the opinion of management, all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of the results of the interim period presented. The accompanying consolidated financial statements and related notes should be read in conjunction with the audited financial statements of Capital First Holdings, Inc., and notes thereto, as found in the Company's Form 10-KSB for the year ended June 30, 1998, (filed by EDGAR on October 14, 1998), and the Company's Form 10-QSB for the three months September 30, 1997 (filed by EDGAR on November 14, 1997). A copy of such consolidated financial statements and notes thereto may be obtained by writing to the Company. (2) Acquisitions and Dispositions Effective August 12, 1996, the Company acquired all of the voting common stock of Flowers Properties, Inc., Highland Properties Construction Company, Inc., and Barrier Dunes Development Corporation in exchange for approximately 2,565,000 shares of PTE common stock with a stated value of $3.50 per share. Under the agreement, the number of shares was to be adjusted in the event the quoted market price of the shares at December 31, 1996 was less than $3.50 per share. Subsequently, the Company has amended this Agreement with the final resolution as to the number of shares issued. On April 3, 1997 the Company and the Flowers group agreed upon the final number of shares to be issued for the three corporations known as the Flowers entities. By mutual agreement between the parties, it was decided that the number of shares to be paid for the entities would be 4.5 million shares as follows: Highlands Properties Construction Company, Inc. - 3,200,000 shares; Flowers Properties, Inc. - 800,000 shares; and Barrier Dunes Development Corporation - 500,000 shares. Then, in 1998, the Company and the directors completed their reevaluation of the assets acquired. The renegotiated purchase price was valued at $5,128,629 after the purchase price adjustment. As a result the director returned 1,102,456 shares of Company stock originally issued for the acquisition. The purchased corporations operations principally consist of land development in Middle and South Georgia, and Cape San Blas, Florida. The land owned by these corporations has been added to the land inventory of the Company. Subsequent to the acquisition, the Company has sold several of the assets to a director of the Company in exchange for cash or stock, all of which has been accounted for under the purchase method of accounting. During April, 1996, the Company acquired for investment purposes approximately 8.1% of the issued and outstanding shares of Killearn Properties, Inc.(AMEX "KPI"). KPI is in the business of real estate development in the Stockbridge, Georgia area. The Company filed its Schedule 13D regarding this event on April 25, 1996. In May 1996, PTE proposed a transaction with KPI whereby KPI would exchange certain assets (consisting of the golf course and country club, a newly constructed inn and certain joint venture interests) to KPI's then Chairman of the Board and Chief Executive Officer, for his approximate 42% ownership interest in KPI, or 551,321 shares of KPI voting common stock. During August 1996, PTE acquired approximately 85,950 additional shares of KPI stock, increasing its ownership interest in KPI to approximately 22%. On July 29, 1996, PTE proposed to KPI's Board of Directors that PTE be retained to provide sales personnel and sales training techniques in order to improve the sales of residential lots. In addition, PTE proposed that KPI's board include two additional representatives of PTE. On July 31, 1996, KPI's Board of Directors approved the transaction and the PTE proposals, and an agreement was entered into on August 2, 1996 between KPI and KPI's Chairman. The split-off transaction was voted upon and approved at KPI's shareholders' meeting held on September 30, 1996. At the Board meeting following the shareholders' meeting, Mark A. Conner was named Chairman of the Board of KPI. Additionally, Langdon S. Flowers, Jr., and Robert Maloney, Jr. were named as Directors of KPI. On November 1, 1996, J.T. Williams, Jr., President, resigned his position and the Board of Killearn Properties, Inc. (AMEX:KPI) named Mark A. Conner as Chief Executive Officer. The transaction was completed on November 16, 1996, at which time, PTE's holdings in KPI were increased to approximately 25.6%. The Company continued to make investments in Killearn Properties, Inc., including acquisitions during the three months ended September 30, 1997, of an additional 155,426 shares of KPI, in exchange for approximately $323,000 in cash, $198,000 in promissory notes, and 294,000 shares of Company voting stock, bringing its holdings in KPI to approximately 45.77%. In January, 1998, the Company learned that J.T. Williams, whom the Company had entered into a prior agreement (see Form 13D/A filed October 11, 1997) had refused to tender his shares in accordance with a stock exchange agreement between Mr. Williams and the Company. The result was that in the event the non-performance by Mr. Williams was valid the Company's position was reduced to 315,430 shares, or 35.5% of the 887,412 issued and outstanding shares of KPI. Additionally, as filed in Form 13-D/A with EDGAR on January 8, 1998, the Company exercised its call rights with three other major KPI shareholders under certain Put and Call Agreements for a total of 132,000 additional KPI shares at a total price of $1,254,000, or $9.50 per share, giving the Company a total of 447,430 shares, representing 50.4% of the total issued and outstanding shares of KPI. Further, on January 27, 1998, the Company entered into an Agreement to sell 315,430 shares of KPI stock to the Wimberly Investment Fund, L.P. for a total of $2,286,867.50, or $7.25 per share. Consequently, as of February 11, 1998, the Company currently owns of record, 132,000 shares, or 14.87% of the total issued and outstanding shares of KPI. As part and parcel of the aforementioned January 27, 1998 agreement the Company created a new Georgia corporation called Capital First Holdings, Inc. of Georgia which received at cost from Killearn Properties, Inc. title to three separate subdivisions -- The Summit, The Glen, and Simpson Mill Development, as well as Killearn's 50% interest in Henry County Land Partners, a Georgia General Partnership, and other contract assignments, the result of which will bring approximately 650 acres or 1,200 lots, in various stages of development and bring land with an estimated basis of $9 million to the Company. Effective February 10, 1996 Decocrete Worldwide, Inc. ("Decocrete"), a newly-formed subsidiary of PTE, operating under the direction of Capital First, acquired the net assets of Decocrete International, Inc., a manufacturer of decorative concrete with a plant located in Tampa, Florida, for an aggregate purchase price of $72,000 in cash and 20% of the outstanding shares of Decocrete. The acquisition had been accounted for under the purchase method of accounting. Identifiable assets acquired approximated the liabilities assumed; accordingly, the entire purchase price had been attributed to goodwill. During fiscal 1997 the Company decided to cease operating Decocrete. The Company wrote off all existing amounts still outstanding in their June 30, 1998 Form 10-KSB (filed by EDGAR on October 14, 1998), thus no financial information regarding Decocrete is included in the Company's quarterly financial statements. (3) Debt The Company refinanced approximately $438,000 worth of debt in Albany, Georgia at comparable rates and having due dates of January, 1999. The Company paid off its Tallahassee debt to Killearn Properties, Inc. which amounted to a total of approximately $2,000,000, through a refinance of its first mortgage to its primary lender, and incurring new debt of approximately $367,000, collateralized solely by property located in Stockbridge, Georgia. The new loan was for approximately $2,400,000, and included refinance of an existing $250,000 loan with the same lender. The new loan bears interest at the rate of 9.5%, with interest due monthly and with a due date of July, 1999. The Company paid off approximately $633,000 worth of debt on some of its Tallahassee property through sales and some refinancing. In Stockbridge, the Company drew approximately $165,000 to begin development on The Highland subdivision. Further, the Company drew approximately $800,0000 of an exisitng line to begin development on The Summit at Eagle's Landing, also located in Stockbridge, Georgia. (4) Earnings Per Share Primary and fully diluted earnings per share are calculated based on the following number of weighted average shares of stock outstanding including stock options as common stock equivalent: The weighted number of shares outstanding was 16,499,253 for the three month period presented. There were no changes to the outstanding number at June 30, 1998 during the three months ended September 30, 1998. (5) Subsequent Events Subsequent to the end of the quarter, the Company sold approxiumately 100 acres to a director for $610,000.00, which purchase price was the highest bona fide price offered for such property. Also, subsequent to the end of the year, the Company sold approximately 230 acres in Albany, Georgia to a director and a shareholder of the Company in exchange for 1,000,000 shares of the Company's stock. Lastly, the Company paid off its remaining exisitng debt of about $367,000 to Killearn proeprties, Inc. through the sale of bulk assets in October 1998. PROACTIVE TECHNOLOGIES, INC. AND SUBSIDIARIES ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS On February 12, 1996, Proactive Technologies, Inc. ("PTE")acquired 100% of the outstanding common stock of Capital First Holdings, Inc. ("Capital First") in a reverse acquisition in which Capital First's sole shareholder acquired voting control of the Company. For financial reporting purposes the transaction is treated as the acquisition of PTE by Capital First. Accordingly, the historical results of operations and financial position are those of Capital First and include the accounts of PTE from February 12, 1996. As a result of the acquisition, Capital First effectively changed its accounting year end to June 30 from December 31. Worldwide, a manufacturer of decorative concrete, became an 80% owned subsidiary of the Company on February 10, 1996. On September 30, 1996, the Company purchased 15% of the remaining Worldwide stock from Garat Oates, bringing its ownership percentage to 95%. On January 1, 1997, the Company discontinued the working operations of Decocrete Worldwide, Inc. In the financial statements for the year ended June 30, 1998, the Company wrote off all exisitng amount outstanding from Decocrete, and thus no financial informationregarding Decocrete are presented in these financial statements. On December 31, 1995, Mark A. Conner contributed to Capital First his 33 1/3% limited partnership interest in Piney-Z Ltd. and Apalachee Partners, Ltd. (the "Piney-Z Partnerships"). The Piney-Z Partnerships were formed in October 1995, by Conner, J. T. Williams and Grace Dansby to develop the "Piney-Z" development, an approximately 400 acre mixed- use development north of Tallahassee. On May 17, 1996, the Company purchased Williams' 33 1/3% general partnership. In the acquisition, the Company issued to Williams 200,000 shares of its common stock (valued at $675,000) and repaid Williams a $25,000 advance he had made to the Piney-Z Partnerships. As a result of these acquisitions, as of December 31, 1997, the Company and Capital First had a collective ownership interest of 66 2/3% of the Piney-Z Partnerships, which interest was sold on January 28, 1998. Thus, there are no financial statements regarding the Piney-Z Partnerships presented in the three months ended September 30, 1998. Because of the ownership percentage in the partnership (and the fact that the Company became the sole general partner), the results of the Piney-Z Partnerships have been consolidated in the Company's financial statements for the three month period ended September 30, 1997. Results of Operations Net sales decreased approximately $1,216,000 during the current three month period ended September 30, 1998, compared to that same period a year ago. Real estate market conditions which have been down in the southeastern United States, and specifically in the northern Florida, for the past several months, continued its trend downward. Cost of sales, as a percentage of sales, was 104.67% for the current three month period compared to 60.7% a year ago. The gross profit margin for the current three month period decreased greatly as compared to the same period a year ago. This decrease in profit margin on net sales was primarily due to the increased basis in the property sold during the current three months. Much of the land sold in Albany contained a high basis which could not be achieved through current market sales in the area. Further, during this same peirod a year ago, a bulk sale of an asset with an extremely low basis contributed greatly to the disparity in profit margins. Profit margins on ordinary lot sales of between 18% and 21% are expected assuming no great fluctuations in the current interest rates. Selling, general, and administrative ("SG&A") expenses increased approximately $153,000 during the three months ended September 30, 1998 as compared to the three months ended September 30, 1998. This increase was due primarily to increased accounting and auditing fees from the company's independent auditors, as well as increased legal fees due to the implementation of the Community development District the Company has in its Magnolia Bluff project. Management believes that SG&A expense to decline slightly over the next few quarters, as it continues to streamline salaried employees and the need for a new audit should not occur until next fiscal year. Interest expense decreased $43,000 for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997, This decrease was due primarily to the general reduction in Company debt derived from the sales of its assets over the past two quarters. Other income was $120,000 for the three months ended September 30, 1998 compared to an expense of $26,000 for that same period in 1997. This increase was primarily due to the following: a gain through the write-off of a debt owed to a former employee which the employee agreed he was no longer owed through written agreement; and adjustment to cash in the amount of approximately $70,000 through the recognition of voided checks which were listed as outstanding during the year ended June 30, 1998. Liquidity Management believes that the Company, through the generation of cash flow from operations and the utilization of unused borrowing capacity, has sufficient financial resources available to maintain its current operations and provide for its current capital expenditure requirements. The Company intends to concentrate its future efforts on increasing the volume of it's real estate business in Tallahassee and implementing its sales and marketing techniques with its other properties. The Company's investment in Killearn Properties, Inc. did not result in the returns originally anticipated by the Company's management. However, the agreement reached with Killearn Properties, Inc. in January of 1998 resulted in the acquisition of substantial land holdings and a presence in the Stockbridge, Georgia area. Additionally, the Company has created, in Walton County, Florida the Magnolia Bluff Community Development District, the purpose of which will allow bonds to fund the development of a project with over 600 homesites in Freeport, Florida. Such a development bond, which is anticipated to close around December of 1998, will allow the Company to obtain the necessary funding while allowing interest to accrue and defer payment of all interest and principal until the lots are sold to third party purchasers. The Company is continuing to explore other possible acquisitions which will complement its existing businesses, as well as to search out other areas for residential and commercial development in other geographic areas. Financial Condition Total assets decreased a net total of $1,806,000 from June 30, 1998 to September 30, 1998; Real estate inventories increased $489,000 due to the capitalization of development costs for the projects in progress for the Stockbridge properties and Golden Eagle 8. Further, the notes receivable decreased about $2,311,000. This was mainly due to the elimination of several wrap positions the Company held on some properties. This elimination caused both a reduction in receivables and the corresponding notes payable. Total liabilities decreased $1,387,000 from June 30, 1998 to September 30, 1998, primarily due to a reduction in over $750,000 in notes payable during the current threemonth poeriod. Account payables dropped approximately $512,000 as a result of payment of existing payables Additionally, the Company decreased its deferred income tax liabiity by approximately $186,000 through payment of outstanding taxes. Total Shareholders' equity decreased $419,000 during the current three month period, as a result of the above adjustments. Management plans to continue its residential development business in Florida and Georgia, and intends to focus on the marketing and sale of its existing inventory, and will continue to look explore other possible acquisitions to complement its existing businesses. PART II - OTHER INFORMATION ITEM 1. Legal Proceedings The Company and its subsidiaries are involved from time to time in various claims and legal actions in the ordinary course of business. In the opinion of management, the Company and its subsidiaries are not party to any other legal proceedings, the adverse outcome of which, would have any material adverse effect on its business, its assets, or results of operations. ITEM 4. Submission of Matters to a Vote of Security Holders During the three months ended September 30, 1998, there were no matters submitted to a vote of security matters of the Company. ITEM 5. Other Information On January 27, 1998, the Company entered into an Agreement to sell 315,430 shares of KPI stock to the Wimberly Investment Fund, L.P. for a total of $2,286,867.50, or $7.25 per share. Consequently, as of February 11, 1998, the Company currently owns of record, 132,000 shares, or 14.87% of the total issued and outstanding shares of KPI, and the outstanding debt of the Company to KPI has been reduced by approximately $892,000 to $2.9 million. As part and parcel of the aforementioned January 27, 1998 agreement the Company created a new Georgia corporation called Capital First Holdings, Inc. of Georgia which received at cost from Killearn Properties, Inc. title to three separate subdivisions -- The Summit, The Glen, and Simpson Mill Development, as well as Killearn's 50% interest in Henry County Land Partners, a Georgia General Partnership, and other contract assignments, the result of which will bring approximately 650 acres or 1,200 lots, in various stages of development and bring land with an estimated basis of $9 million to the Company. On or about February 11, 1998, Marshall R. Cassedy, Jr. resigned as director for the Company citing business reasons for his departure. Furtehr, On March 6, 1998. James A. Preiss retired as Chief Operating Officer for the Company, deciding to devote more attenton to his retirement and other business interests. Mr. Preiss remains as a member of the Board of Directors. On or about May 18,1998, the Company hired David W. Wahl as its new Controller and Vice-President of Operations in order to better position itself to financially manage the operations of both current and future development projects. Mr. Wahl is a recent graduate of the master's program at the Goizueta Business School of Emory University. ITEM 6. Exhibits and Reports on Form 8-K (a) Exhibits: None (b) Reports on Form 8-K: None SIGNATURE 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. PROACTIVE TECHNOLOGIES, INC. (Registrant) Date: November 13, 1998 By: /s/ Mark A. Conner Mark A. Conner, President EXHIBIT INDEX Exhibit No. Description Page No. 27 Financial Data Schedule 15 12 EX-27 2
5 3-MOS JUN-30-1998 SEP-30-1998 98,000 1,385,000 1,055,000 0 33,449,000 35,986,000 624,000 231,000 36,654,000 23,618,000 0 0 0 684,000 12,131,000 36,654,000 1,327,000 1,447,000 1,389,000 454,000 0 0 138,000 ( 534,000) ( 186,000) ( 348,000) 0 0 0 ( 348,000) (.02) (.02)
-----END PRIVACY-ENHANCED MESSAGE-----