Interactive Brand Development said that it signed an agreement last month with Corporate Revitalization Partners, a Dallas, Texas, firm that has assisted hundreds of distressed companies restructure their businesses.
Since last month, Corporate Revitalization has staffed senior executives on-site at iBill's corporate headquarters in Deerfield Beach, Fla., to advise on day-to-day management, as well as general corporate matters, for iBill.
IBill’s parent in a statement said that Corporate Revitalization will be compensated on “performance-based incentive payments based on predetermined financial goals.” The contract is scheduled to run through mid June.
Steve Markley, CEO of Interactive Brand, said in the release that Corporate Revitalization has “recent demonstrable success that our board determined would be valuable to our company and our shareholders, including advising our company in stock exchange compliance, financial reporting, controls and procedures, as well as assisting us in management of our daily operations.”
Interactive Brand, which also owns a significant interest in Penthouse Media Group, was delisted from the AMEX in January and moved its listing to the Pink Sheets after weeks on the so-called “grey market.”
When public companies move over to the 101-year-old Pink Sheets, they are typically forced onto that exchange by dire financial circumstances, or because a firm is closely held by one or two investors with very few shares outstanding.
In Interactive Brand’s case, it was a laundry list of reasons.
The problems AMEX cited as reasons for the delisting include:
— The company is financially impaired, with a working capital deficit of $37,000 as of Sept. 30.
— Interactive Brand's purchase of a nearly 40 percent minority interest in Penthouse Media Group and the financing complete the acquisition. This, AMEX said, resulted in Interactive Brand being bought by an unlisted company. That purchase, AMEX said, means Interactive Brand no longer satisfies initial listing standards.
— The company has issued or authorized its transfer agent to issue additional common shares without AMEX's approval.
— The company has made inaccurate representations in Securities and Exchange Commission filings relating to the number of shares of its common stock outstanding. AMEX said it looked at Interactive Brand's Schedule 14A filed Nov. 1, its Form 10-Q for the quarter ending Sept. 30 and a transfer activity report maintained by the company's transfer agent.
— Interactive Brand issued 20 percent or more of its currently outstanding common shares without first getting shareholder approval and also issued shares to consultants without first getting shareholder approval.
— The company did not get an appropriate review from its audit committee of related party transactions.
— Interactive Brand did not file complete information in response to AMEX's request for additional information.
— Operations contrary to the public interest, which AMEX said include Interactive Brand's apparent selective disclosure of material nonpublic information in July and insider trading of securities while in possession of nonpublic information in July. AMEX also said the company engaged in transactions not in the economic interest of shareholders or where there does not appear to have been adequate scrutiny. That later complaint references terms of Interactive Brand's attempted acquisition of Media Billing Co., which owns iBill.
After a bid to appeal AMEX’s delisting, Interactive Brand withdrew its challenge in mid February.
Interactive Brand, however, hopes to turn around its corporate woes in the near future.
“Although no assurances can be made, IBD intends to move for a listing of its common shares on the OTCBB or NASDAQ SmallCap in the immediate future,” the company said in a statement Monday.
Interactive Brand and iBill officials did not return calls to XBiz for this story.