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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-KSB
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JUNE 30, 2000
Commission File Number: 000-24779
V-TWIN HOLDINGS, INC.
(formerly V-Twin Acquisitions, Inc.)
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(Exact name of Registrant as specified in its charter)
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District of Columbia 52-2110338
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1707 H St. NW #200, Washington, DC 20006
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (703) 471-1823
Securities registered under Section 12(b) of the Act: NONE
Securities registered under Section 12(g) of the Act: Common Stock
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Check whether the Issuer (1) filed all reports 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 Registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. YES _X___ NO _____
The Issuer had combined revenues of $10.9 million for fiscal year ended June 30,
2000.
The aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, or the average bid and asked price of such common equity, as a specified
date within the past 60 days: $24,799,011.
The number of shares outstanding as of June 30, 2000 was 4,127,733.
DOCUMENTS INCORPORATED BY REFERENCE
V-Twin Holdings Form 10-KSB for the year ending June 30, 1999
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Part I
This annual report on Form 10-KSB for the year ended June 30, 2000 contains
forward-looking statements (as defined in Section 21E of the Securities Exchange
Act of 1934, as amended) that are subject to risks and uncertainties. Forward
looking statements relate to, among other things: (1) the outcome of our growth
strategy, (2) the ability to meet our objectives, targets and goals, (3) future
liquidity and capital expenditures, and (4) the ability to obtain investments or
financing and service debt and other obligations. You may identify these
statements by forward-looking words such as "may," "will," "expects,"
"anticipates," "believe," "estimate," "plan," "scheduled," "potential," and
similar words. We have based these statements on our current expectations about
future events. Although we believe that our expectations reflected in or
suggested by our forward-looking statements are reasonable, we cannot assure you
that we will achieve these expectations. Our actual results and events may
differ materially from what we currently expect. Shareholders, potential
investors and other readers are urged to consider these factors in evaluating
the forward-looking statements and are cautioned not to place undue reliance on
such forward-looking statements. The forward-looking statements included herein
are only made as of the date of this report, and the Company undertakes no
obligation to publicly update such forward-looking statements to reflect
subsequent events or circumstances. Important factors that could cause our
actual results to differ materially from the forward-looking statements in this
annual report on Form 10-KSB are set forth in the "Risk Factors" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operation" sections of this annual report on Form 10-KSB. All forward-looking
statements attributable to us are expressly qualified by these cautionary
statements.
ITEM 1. DESCRIPTION OF BUSINESS
BUSINESS DEVELOPMENT
V-Twin Holdings, Inc., formerly V-Twin Acquisitions, Inc. (the "Company"), was
organized under the laws of the District of Columbia on July 10, 1998. (The
change of the Company name occurred by vote of the Board of Directors in
December 1999). On July 10, 1998, the Company completed a merger with Commercial
Indemnity Underwriters, Inc. ("CIU") with the Company as the surviving entity.
CIU, formerly known as American Solid Fuel, Inc. ("ASFI"), was an inactive
company until its merger with the Company. ASFI was formed in August 1988, and
successfully completed a public offering through an S-18 registration. CIU had
no assets, liabilities, income or expenditures from operations and accordingly,
there was no historical carry-over basis.
The Company acquired the assets and certain liabilities of five motorcycle
dealerships from Ultra Acquisition Company on January 31, 2000 (hereinafter the
"Bikers Dream transaction"). (See Note 3 to the Combined Financial Statements.)
The dealerships are currently located in Texas and California. The Company
formed CycleClick.com, LLC on March 24, 2000 to facilitate the creation of an
e-commerce and business to business website. CycleClick.com, LLC is a wholly
owned subsidiary of V-Twin Holdings, Inc. At June 30, 2000, the only material
activity on CycleClick.com's books was a deposit for the creation of such
services.
In March 1999, V-Twin Acquisitions Inc. of Virginia (the "Affiliate") was formed
to effectuate the purchase of the assets of Cycle Sport Unlimited, Inc., a two
store motorcycle dealership in the metropolitan District of Columbia area. The
Affiliate is a privately held corporation, 100% owned by two of the Company's
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officers and directors, and it is organized under the laws of Virginia. The
Affiliate has managed the two Cycle Sport stores since May 1999. The financial
statements for the year ended June 30, 1999 reflect two months of Cycle Sport's
operations as compared to twelve months of activity in fiscal 2000.
BUSINESS OF V-TWIN HOLDINGS, INC.
For purposes of this section and the remainder of this filing, "Company" shall
include both the public company and the Affiliate.
The Company plans to continue to acquire independent motorcycle dealerships to
create a nationwide marketing, distribution and retail organization that
leverages multiple sources of sales and sales leads, including Internet
commerce, direct marketing, retail sales and service.
There are several factors and changes in the motorcycle retailing industry which
the Company believes provide attractive consolidation opportunities for groups
with significant equity capital and managers experienced in identifying,
acquiring and professionally managing dealerships. The primary factor that the
Company believes provides a consolidation opportunity is that the motorcycle
retailing industry is very fragmented, with over 13,833 retail outlets in 1999.
The majority of these dealerships are privately owned and operated. Dealership
costs are growing as capital costs of opening new dealerships are increasing and
franchising costs require a dealer to carry substantial inventories. For many
dealers there are few alternative exit strategies other than selling to a
growing dealership group, especially for larger dealerships and dealership
owners nearing retirement. The Company believes that these factors may provide
attractive consolidation opportunities.
PRODUCTS AND SERVICES
The Company is primarily engaged in retail sales of new and used motorcycles,
all terrain vehicles and personal watercraft, related parts and accessories, and
the service of these products. Sales of new and used motorcycles comprised 71%
and 94% of total revenue at June 30, 2000 and 1999, respectively. Parts and
accessories include items such as sidecars, wearing apparel, helmets,
saddlebags, custom exhausts, seats, handlebars, light bars, sissy bars, and
touring luggage.
The Company distributes its products and services through six retail locations,
under the store names of Bikers Dream and Cycle Sport. The Company has two Cycle
Sport stores located in Virginia. The majority of the motorcycles sold at these
stores have average retail prices ranging from $8,000 to $12,000. At June 30,
2000, the Company had four Bikers Dream stores, two in California, one in Texas
and one in North Carolina (closed September 2000). The majority of motorcycles
sold at the Bikers Dream stores are Ultra motorcycles. These motorcycles have
higher retail prices, ranging from the low to mid $20,000.
The majority of the Bikers Dream stores' motorcycles were purchased and shipped
directly to those locations from Ultra Motorcycle Company. During the period
ending June 30, 2000, the Company was reliant upon Ultra Motorcycle Company to
provide new motorcycles for the Bikers Dream stores. During the year ended June
30, 2000, sales of Ultra motorcycles accounted for 32% of total motorcycle
sales. However, as of the time of this filing, the Company has finalized dealer
agreements with other manufacturers to sell their motorcycles in some of the
Bikers Dream locations. Additional sources of salable motorcycles available to
these locations include consignment sales, trade-in motorcycles taken at the
time of sale on a new motorcycle, and purchasing used inventory from auctions
and
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private persons. The Company anticipates increasing the purchasing and selling
of used motorcycles to further decrease its reliance upon any one particular
manufacturer.
GROWTH IN THE MOTORCYCLE INDUSTRY
The Company found from research that the entire motorcycle industry is growing
considerably. The 1999 Motorcycle Statistical Annual prepared by the Motorcycle
Industry Council states that in 1998, 4,200,000 motorcycles were registered for
use on public roads, with 432,000 new motorcycles sold in the US, in comparison
to 356,000 new motorcycles sold in 1997. These motorcycle sales equaled
approximately $3,500,000,000 in 1998. In 1999, there are approximately 13,833
retail outlets selling motorcycles and related products in the US, an 8%
increase over the 12,581 retail outlets reported by the 1998 Motorcycle
Statistical Annual. The 1999 Retail Outlet Profile Survey indicates that the
estimated average motorcycle sales and services for a franchised motorcycle
dealer was $1,522,400, compared to $254,5000 for a non-franchised dealer. At
this time, the Company operates franchised dealerships.
DISTRIBUTION
The Company operates pursuant to franchise agreements between each motorcycle
manufacturer or their authorized distributor. Both are significantly dependent
on its relationship with such manufacturers for distribution (and subsequent
sales) of motorcycles and related products. Some manufacturers control many
aspects of a dealer's business, as described in the section entitled "Motorcycle
Manufacturers' Control Over Dealers".
The Company's marketing efforts are divided among dealer promotions, customer
events, magazine and direct mail advertising, public relations, and cooperative
programs with various vendors. The Company also sponsors racing activities and
special promotional events and participates in certain consumer rallies and
shows. The Company anticipates increasing its marketing and advertising spending
in fiscal 2001.
MANUFACTURERS' CONSENT TO ACQUISITIONS AND MARKET EXPANSION
Some motorcycle manufacturers yield considerable control over the dealerships
that carry their brands through franchise agreements. If there is a change of
control in the dealership, a new dealer must obtain consent from each
manufacturer to continue to carry that manufacturer's brand of motorcycle. In
determining whether to approve changes of control, manufacturers may consider
any number of subjective factors. These may include the financial condition and
ownership structure of the new dealer. The manufacturers may impose conditions
to the change of control, including limiting the number of such manufacturers'
franchised dealers that may be acquired by the new dealer. The manufacturers are
under no obligation to approve changes in control or acquisitions, to disclose
their reasons for accepting or rejecting an acquisition or by abiding by
objective and publicly disclosed measurements by which they approve changes in
control.
The ability of a future subsidiary and/or affiliate corporation to meet
manufacturers' requirements for approving future acquisitions will have a direct
bearing on the Company's ability to complete acquisitions and effect its growth
strategy. The Company can make no assurance that a manufacturer will not
terminate its dealer agreement, refuse to renew its dealer agreement, refuse to
approve future acquisitions, or take other action that could have a material
adverse effect on the Company's acquisition program.
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The Company's growth strategy also includes acquiring non-franchised and/or
independent motorcycle dealerships that are not restrained by manufacturers'
dealer agreements.
MOTORCYCLE MANUFACTURERS' CONTROL OVER DEALERS
The major motorcycle manufacturers exercise significant control over the
operations of their franchised dealerships. In addition to yielding control over
changes in dealer ownership, many manufacturers control the dealer's geographic
selling area. In these cases, the dealer has an exclusive right to sell the
franchised manufacturers' products within a given protected geographical area.
In some states where the Company sells its products the protected franchise
areas are governed by the Department of Motor Vehicles within those states and
those states' related laws and regulations. The dealer may not promote or sell
its products to customers residing outside of its geographical area. The
manufacturers also impose customer satisfaction and market share goals. If a
dealer fails the requirements of its dealer agreement, then the manufacturer may
(i) impose additional conditions in subsequent dealer agreements; (ii) terminate
its dealer agreement (iii) limit allocations of inventory; (iv) reduce
reimbursement rates for warranty work performed by the dealer; and/or (v) deny
approval of future acquisitions.
COMPETITION
The Company, as a consolidator of motorcycle dealerships, has no direct
competition. The Company knows of no other publicly traded company that conducts
business in acquiring and/or consolidating the retail motorcycle market. The
Company is aware of several large private companies whose business operates
around the acquisition, consolidation and operation of motorcycle dealerships.
While the vast majority of motorcycle dealers are single store operations that
are family owned style dealership, there are several privately owned dealerships
that own multiple retail locations and seek to acquire additional locations.
Increased competition for acquisition candidates may increase purchase prices
for acquisitions to levels beyond the Company's financial capability or to
levels that would not result in the desired returns.
Regarding the retail stores, the Company faces competition from other motorcycle
dealerships. V-Twin's competitive position within the industry will be largely
determined by its ability to offer competitive motorcycle brands and models, and
its ability to offer value and service to its customers, both in the factory
replacement parts retail sector and in the service sector. The Company
anticipates increasing its advertising in its retail markets to continue to
compete effectively.
OPERATIONS
Many phases of the Company's operations are subject to influences outside their
control. Any singular factor, or combination of factors, could materially affect
its results. These factors include: the cost of goods, competitive pressures,
inflation, consumer debt levels, currency exchange fluctuations, trade
restrictions, changes in tariff and freight rates, interest rate fluctuations
and other capital market conditions.
CUSTOMER BASE
The Company is not dependent on any one major or any few select customers. The
Company's sales are the result of comprehensive advertising campaigns, referrals
and re-sales to old customers. The Company enjoys the benefit of its customers
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who have purchased various items from its stores under the previous owner(s),
and the benefit of a nationwide brand name presence.
SEASONALITY
The Company experiences seasonal fluctuations in motorcycle sales at some of its
locations, as at least two of its locations are in climates where harsh weather
hinders sales during colder months.
TRADEMARKS
The Company owns all right, title and interest to the trademarks BIKERS DREAM
and WHERE DREAMS BECOME REALITY and the federal trademark registrations for
those marks, including the right to license the use of those trademarks to third
parties. The Company also owns all right, title and interest to the trademark
CYCLECLICK.COM and the pending application for federal trademark registration of
that mark, including the right to license the use of that mark to third parties.
GOVERNMENT REGULATION
Motorcycle sales are subject to certain government regulations. Motorcycles are
subject to the emissions and noise standards of the U.S. Environmental
Protection Agency and the more stringent emissions standards of various state
agencies. Motorcycles are also subject to the National Traffic and Motor Vehicle
Safety Act and the rules promulgated thereunder by the National Highway Traffic
Safety Administration. Federal, state and local authorities have adopted various
standards relating to air, water, helmet rules and noise pollution.
Additionally, the Federal Trade Commission applies regulations over franchised
businesses and dealerships. Any of these regulations may affect the Company's
operations as well as those of the motorcycle manufacturers. The Company's
facilities comply with all such regulations and standards, and that current
production levels of motorcycles will continue in line with the increasing
interest in motorcycles, ATVs and personal watercraft. The Company's locations
are subject to the laws of the Department of Motor Vehicles for the States of
California, Texas, North Carolina, and the Commonwealth of Virginia regarding
motorcycle dealerships.
The Company has never been subject to any requirement of government approval for
its operations, other than the application and eventual issuance of the relevant
Department of Motor Vehicle licenses for its retail locations to operate as
motorcycle dealerships. The Company does not anticipate any material business
change due to probable governmental regulations.
The Company complies with all applicable environmental laws (federal, state and
local) to the extent required. These costs are carried as normal business
operating expenses and are not considered material.
EMPLOYEES
As of June 30, 2000, the Company had 80 full-time employees. The Company may add
home office supervisory, marketing and administrative staff as the Company
continues to grow. The Company provides its employees with health insurance. The
Company is not subject to any collective bargaining agreements.
RISK FACTORS
CHANGES IN CONSUMER SPENDING, ECONOMIC CONDITIONS OR TAX LAWS
The Company's operations depend upon a number of factors relating to or
affecting consumer spending for discretionary goods such as motorcycles. The
Company's operations may be adversely affected by economic developments that
reduce
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consumer spending in its markets. In an economic downturn, consumer
discretionary spending levels generally decline. Rising interest rates could
have a negative impact on consumers' ability or willingness to finance
motorcycle purchases. Local influences, such as corporate downsizing and
military base closings, could adversely affect the Company's operations in
certain markets. Changes in federal and state tax laws, such as an imposition of
luxury taxes on leisure time products, also could influence consumers' decisions
to purchase products offered by the Company. These factors could adversely
affect the ability of the Company or future subsidiaries/affiliates to sell its
products. There can be no assurance that the Company could maintain its
profitability during any such period of adverse economic conditions or low
consumer confidence, and such a period could have a negative effect on the
Company's sales.
DILUTION THROUGH ISSUANCE OF STOCK
The Company's operating results may fluctuate substantially from quarter to
quarter due to the size, timing, and integration of any future acquisitions.
Consequently, operating results for any quarter may not be indicative of the
results that may be achieved for any subsequent quarter or for a full fiscal
year. These fluctuations could adversely affect the market price of the Common
Stock.
The Company's ability to grow by acquiring additional dealers will depend upon
several factors. These include (i) the availability of suitable acquisition
candidates at attractive purchase prices; (ii) its ability to compete
effectively for available acquisition opportunities; (iii) the availability of
funds or the market price of the Company's common stock; (iv) its ability to
obtain the requisite government licensing approvals; and (v) its ability to
obtain the necessary franchising agreements with manufacturers. Additionally,
one or more manufacturers may attempt to impose further restrictions on us in
connection with their approval of acquisitions.
FUTURE CAPITAL NEEDS; DEBT SERVICE REQUIREMENTS; POSSIBLE DILUTION THROUGH
ISSUANCE OF STOCK
The Company's future capital requirements will depend upon the size, timing, and
structure of future acquisitions and its working capital and general corporate
needs. To the extent that future acquisitions are wholly or partially financed
through common stock or securities convertible into or exercisable into common
stock, the voting power of existing stockholders will be diluted and earnings
per share could be reduced. The extent to which the Company will be able or
willing to use common stock for acquisitions will depend on the market value of
its common stock from time to time. It will also depend on the willingness of
potential sellers of dealerships to accept common stock as full or partial
consideration. The Company's growth could be materially limited if the Company
is unable to use its common stock as consideration in acquisitions, to generate
cash from operations, or to obtain additional debt or equity financing.
Any borrowings made to finance future acquisitions or for operations could make
the Company more vulnerable to a downturn in its operating results, a downturn
in economic conditions, or increases in interest rates on borrowings that are
subject to interest rate fluctuations. If the Company's cash flow from
operations is insufficient to meet its debt service requirements, the Company
could be required to sell additional equity securities, refinance its
obligations, or dispose of assets in order to meet its debt service
requirements.
There can be no assurance that financing or investments will be available if and
when needed or will be available on terms acceptable to the Company or future
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affiliates and/or subsidiaries. The failure to obtain sufficient financing on
favorable terms and conditions could have a material adverse effect on the
Company's growth prospects and its business, financial condition, and results of
operations.
POTENTIAL INABILITY TO FINANCE FUTURE CAPITAL NEEDS; OPERATING LOSS
The Company's operations to date have consumed substantial amounts of cash. The
Company incurred an operating loss of $1,276,077 for the fiscal year ended June
30, 2000. The continuing operation of the Company's business may require the
availability of additional funds. The Company's ability to obtain cash adequate
to fund its needs depends generally on the results of its operations and the
availability of financing or investments. Without continued increases in revenue
or obtaining additional financing or investment, the Company may not be able to
raise additional funds on favorable terms, if at all, or may not be able to do
so on a timely basis. Failure to obtain additional funds when needed could
materially adversely affect the Company.
RISKS ASSOCIATED WITH ACQUISITIONS
The Company's long-term growth plan includes building market presence in the
motorcycle market through acquisitions and strategic alliances. There can be no
assurance that the Company will be able to pursue acquisitions without
additional financing, that the Company will be able to identify or reach
mutually agreeable terms with acquisition candidates and their owners, or that
the Company will be able to manage profitably its previously-acquired businesses
or any additional businesses or to integrate successfully such businesses into
the Company without substantial costs, delays or other problems. The Company's
recent acquisitions involve, and any future acquisitions will involve, a number
of risks commonly encountered in such transactions, including: difficulties
associated with assimilating the personnel and operations of an acquired
business; the Company's potential inability to achieve expected financial
results or strategic goals for the acquired stores or business; the potential
disruption of the Company's ongoing business; the diversion of significant
management and other Company resources; adverse short-term effects on the
Company's operating results; increased dependence on the retention, hiring and
training of key personnel; and risks associated with unanticipated problems or
legal liabilities. Some or all of these risks could have a material and adverse
effect on the Company's business, operating results and financial condition.
ITEM 2. DESCRIPTION OF PROPERTY
At June 30, 2000, the Company operated two retail locations in Northern
Virginia; two in Southern California; one in Texas and one in North Carolina.
Its corporate office operates out of one of its Virginia locations. The Company
has lease commitments for its retail locations ranging from one month to two and
a half years. The monthly rent commitments range from $2,200 to $13,881.
In November 1999, the Affiliate placed a security deposit of $7,850 to move its
Springfield location. This new location is currently under zoning approval and
refurbishment by its landlord. The Company anticipates moving to the new
location by December 31, 2000. The lease for the current Springfield location is
month to month.
ITEM 3. LEGAL PROCEEDINGS
In May 2000, the Company was sued by V-Twin Manufacturing Corp. for trademark
infringement and related claims in the United States District Court for the
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District of New Jersey regarding its use of the term "V-Twin". V-Twin
Manufacturing claims that the Company's use of the term V-Twin by itself (it
does not complain about the use of the term as part of its name "V-Twin
Holdings") somehow violates trademark rights it has in that term. In September
2000, the Company filed a Motion to Dismiss the Action and a Motion for
Sanctions on the ground that the Plaintiff previously admitted that the term
V-Twin was generic and therefore is not entitled to trademark protection. A
ruling from the Court is expected before the end of the year. The Company does
not expect any material costs or effects upon its business as a result of this
litigation.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
V-Twin's Common Stock has been traded since June 7, 1999, on the NASDAQ Bulletin
Board under the symbol VTWN. The following table reflects the high and low bid
prices of the Company's Common Stock, as reported by the OTC Bulletin Board.
This High/Low Bid information reflects inter-dealer prices, without retail
mark-up, markdown, or commission and may not represent actual transactions.
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6/7/99 to 6/30/99 7/1/99 to 9/30/99
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HIGH $2.50 LOW $2.00 HIGH $4.50 LOW $2.25
10/1/99 to 12/31/99 1/1/00 to 3/31/00
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HIGH $6.12 LOW $4.25 HIGH $13.75 LOW $5.75
4/1/00 to 6/30/00
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HIGH $12.75 LOW $6.00
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To date the Company has not paid any cash dividends on its Common Stock and does
not expect to pay any in the foreseeable future. As of June 30, 2000, there were
330 shareholders of record of the Company's Common Stock.
Within the past three years, the only sales of unregistered securities the
Company has undertaken have been the securities issued to V-Twin's management
and its 5% persons. Additionally, shares were distributed, on a one for one
basis, to the former CIU shareholders in the recent merger conducted under the
laws of the District of Columbia.
Information regarding sales of unregistered securities as required by Section
228.701 (Item 701) can be found in V-Twin's third amended Form 10-SB filed on
February 19, 1999 at pages 22 and 23, and related exhibits therein.
V-Twin believes that the subsequent transactions described below in which
securities were sold were exempt from registration under the Securities Act of
1933 by virtue of Section 4(2), Regulation D Section 504, and Rule 145 (a)(2)
thereof as transactions not involving any public offerings. In each transaction,
the number of investors was limited, the investors were provided with
information about the Company and/or given access to such information, and
restrictions were placed on resales of the securities.
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DATE TITLE AMOUNT CONSIDERATION PURCHASER
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3/00 Common Stock 265,500 $ 637,500 (1) Private investors
3/00 Common Stock 14,000 $ 42,000 (2) Advisers
4/00 Common Stock 65,000 $ 227,500 (1) Private investors
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(1) The Company issued 330,500 restricted common shares to private investors.
(2) Effective March 31, 2000, the Company issued 14,000 restricted common shares
to legal and business advisers in lieu of cash payments. These issued shares
were valued at $3.00 per share and the value was expensed by the Company.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS
The following discussion contains forward-looking statements (as defined in
Section 21E of the Securities Exchange Act of 1934, as amended), which reflect
management's current views with respect to certain future events and financial
performance. Actual future results and trends may differ materially depending
upon a variety of factors, including, among others, those discussed below as
well as those discussed under "Item 1. Business--Risk Factors". The following
information should be read in conjunction with the audited financial statements
and notes appearing elsewhere in this Form 10-KSB.
The Company is primarily engaged in the acquisition and management of motorcycle
dealerships and related businesses. On January 31, 2000 the Company purchased
certain assets and assumed certain liabilities of five motorcycle dealerships.
(See Note 3 to the Combined Financial Statements.) The Company continues to
identify and review other potential acquisitions.
The total assets of the Company at June 30, 2000 were $ 6,427,712, and at June
30, 1999 were $1,531,740. The increase in the assets is primarily due to the
acquisition of the assets of the Bikers Dream locations undertaken by the
Company in January 2000 (hereinafter the "Bikers Dream transaction"). In
addition, the Company has invested in additional inventory, including new and
used motorcycles and parts and accessories. During the year ended June 30, 2000,
the Company placed a total of $75,000 in letters of credit to secure increases
in a floorplan line to support one of its motorcycle lines, thereby allowing the
Company to add new motorcycles.
The Company's liabilities increased from $1,173,253 at June 30, 1999 to
$5,632,552 at June 30, 2000. This increase is partially due to the Bikers Dream
transaction in which the Company entered into a $1,000,000 five-year note
payable. At June 30, 2000, the Company still owed approximately $1.1 million of
the floorplan financing debt assumed in the Bikers Dream transaction, even
though most of the funded motorcycles have been sold. The Company's debt also
increased due to the Company's ability to finance additional motorcycle
purchases.
Total capital in consolidation was $358,487 at June 30, 1999, and at June 30,
2000 was $795,160. During the twelve months ended June 30, 2000, the Company
issued 444,400 common shares for an aggregate amount of $1,074,000. In addition,
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the Company issued 83,333 shares of common stock, valued at $500,000, as part of
the purchase price in the Bikers Dream transaction.
Total revenue for the twelve-month period ending June 30, 2000 was $10.9 million
as compared to $1.5 million for the same period in 1999. Gross profit for the
twelve-month period ending June 30, 2000 was $2.6 million as compared to
$393,309 for the same period in 1999. The increase in revenues and gross profits
is primarily attributable to last year's retail stores being open for a full
year in fiscal 2000 as well as additional revenue from the Bikers Dream stores
purchased in January 2000. Gross profit as a percent of total revenue decreased
from 26% at June 30, 1999 to 24% at June 30, 2000.
The Company's operating expenses increased from $591,756 in fiscal 1999 to $3.8
million in fiscal 2000. Operating expense as a percent of total revenue improved
to 35% in fiscal 2000 from 38% in fiscal 1999. The higher dollar amount of
expenses is due to the full year of operations for two of the Company's stores
as well as additional expenses associated with the Bikers Dream stores.
The Company had a net loss for the twelve month period ended June 30, 2000 of
$1,276,077 or ($0.33) per share. The net loss for the same period in 1999 was
$213,113 or ($0.07) per share. The Company's net loss for the twelve months
ending June 30, 2000 is primarily attributable to the assimilation of the Bikers
Dream stores acquired in January 2000 as well as certain corporate costs
associated with the Bikers Dream transaction, including accounting fees, legal
expenses, and travel. The Bikers Dream stores contributed approximately half of
the Company's net loss during fiscal 2000.
To address this loss, the Company closed one of the Bikers Dream stores in
fiscal 2000 and a second Bikers Dream store in September 2000. Closing costs for
both these stores are recorded in fiscal 2000. In fiscal 2001, the Company has
increased advertising and promotion expenses at the remaining three Bikers Dream
stores in order to increase the number of motorcycle sales. The Company also
anticipates revenues to increase next year due to stocking of new models of
motorcycles at some of the Bikers Dream locations. The Company purchased an
existing motorcycle dealership in Fort Worth, Texas for approximately $60,000.
The Company plans on transferring inventories from its aforementioned closed
locations to this new location. As of the date of this filing, the Company has
reached dealer agreements with several other motorcycle manufacturers.
Management believes that these manufacturers will provide motorcycles with price
points both above and below the current Ultra motorcycles existent on the
showroom floors. This will help attract new customers to the retail locations.
The Company experiences seasonal fluctuations in motorcycle sales at some of its
locations, as at least two of its locations are in climates where harsh weather
could hinder sales during colder months.
Liquidity
The Company anticipates meeting its working capital needs through operations and
the private placement of securities to accredited investors. The Company expects
to have sufficient funds resulting from continuing operations to satisfy most of
its operating cash requirements for the next 12 months, in view of positive
sales trends in the first quarter of fiscal 2001 in several of its retail
locations, including two of its previous underachieving retail locations.
The Company anticipates raising additional funds to acquire additional
dealerships, to fund its e-commerce enterprise, and as needed, for operations.
11
<PAGE> 12
Since June 30, 2000 through the date of this report, the Company has raised
$777,350 in private placements.
On January 31, 2000, the Company purchased the assets and assumed certain
liabilities for five (5) retail locations (the "Bikers Dream transaction" or the
"Bikers Dream stores") from Ultra Motorcycle Co. At closing, the consideration
paid to Ultra included cash of $37,000, the issuance of 83,333 restricted common
shares, the assumption of $1.2 million of floorplan financing and a five year
promissory note for $1,000,000. The $1,000,000 note bears interest at 5% and is
secured by the assets of the Bikers Dream stores. The note is payable commencing
May 1, 2001 in sixteen (16) consecutive quarterly installments.
The assets that the Company purchased are new and used motorcycles, motorcycle
parts and accessories, service department equipment, office and other equipment
and deposits. In addition to the assets purchased, the Company also received the
licensing rights to the trade name "Bikers Dream", and the Bikers Dream on-line
superstore (www.bikers-dream.com). The Company recognized $964,000 in goodwill
related to this transaction. (See Note 3 to the Combined Financial Statements.)
The Company finances its motorcycle inventory for all stores through floorplan
financing arrangements that are secured by the underlying motorcycle inventory
and the assets of the Company. At June 30, 2000, floorplan financing totaled
$2.6 million, and is recorded as short-term debt. The Company has floorplan
financing arrangements with several financing companies. Investments held by the
Company have been pledged as additional security to the finance companies along
with personal guarantees of two officers and directors of the Company. Finance
terms range from prime to prime plus five depending upon the number of days
outstanding from the inception date of the financing. Typically, the finance
companies provide a 60 to 90 day grace period before interest is charged or
accrued.
The Company's operations to date have consumed substantial amounts of cash. The
Company incurred an operating loss of $1,276,077 for the fiscal year ended June
30, 2000. The continuing operation of the Company's business may require the
availability of additional funds. The Company's ability to obtain cash adequate
to fund its needs depends generally on the results of its operations and the
availability of investments or financing. Without continued increases in revenue
or obtaining additional financing or investment, the Company may not be able to
raise additional funds on favorable terms, if at all, or may not be able to do
so on a timely basis. Failure to obtain additional funds when needed could
materially adversely affect the Company.
Management continues to negotiate with several vendors so that CycleClick.com
can purchase products direct from the manufacturers and distributors at reduced
wholesale prices, as a result of the Company's aggregated purchasing power.
Management believes that a large audience of motorcycle riders will be attracted
to one of the two consumer oriented web sites: www.bikers-dream.com will serve
enthusiasts of heavy cruisers such as Harley-Davidson, Ultra, and other U.S.
made custom motorcycles; and www.sportbike.net will attract the sports bike
riders who own Japanese, US and European manufactured motorcycles.
During the year ending June 30, 2000, the Company issued warrants to purchase
15,000 restricted common shares at an exercise price of $3.50 per share. The
warrants are exercisable for a period of 60 months. The issue price of the
warrants was below the market price. Accordingly, the Company recognized an
expense of $138,750 and increased additional paid in capital for the same
amount.
12
<PAGE> 13
Also during the same period, the Company issued warrants to purchase 200,000
restricted common shares at an exercise price of $9.50 per share. The warrants
are exercisable for a one-year period and were issued in exchange for work done
on its business-to-business website.
GROWTH STRATEGY
The Company intends to acquire motorcycle dealerships throughout the United
States. The Company seeks to acquire dealerships that have superior operating
managers and benefit from their market knowledge, customer base and local
reputation. By acquiring additional dealerships the Company will increase its
total consolidated sales and profits. These acquisitions should produce
opportunities for additional operating efficiencies, promote increased name
recognition and provide the Company with better opportunities for repeat and
referral business. This will also allow for the Company to transfer product from
store to store to maximize sales while minimizing costs.
Once an acquisition or asset purchase has been completed, the Company intends to
review and potentially reorganize business operations, corporate infrastructure
and systems, and financial controls. Unforeseen expenses, difficulties, and
delays frequently encountered in connection with rapid expansion through
acquisitions could inhibit the Company's growth and negatively impact
profitability. At the time of this filing, the Company has centralized a
majority of its accounting functions at one of its locations.
While the Company feels that certain segments of the motorcycle industry may be
available for consolidation, there are several factors that are inherently
problematic in acquiring motorcycle dealerships. Some of these problems are the
fact that, typically, motorcycle dealerships have substandard accounting
practices and controls, and are typically not audited. V-Twin, as a consolidator
of dealerships, will sustain such problems and expenses as it conducts its asset
purchases and/or acquisitions to make such new affiliates and/or subsidiaries
able to comply with standard accounting practices.
The Company can make no assurance that suitable acquisition candidates will be
identified, that acquisitions of such candidates will be consummated, or that
the operations of any acquired businesses will be successfully integrated into
the Company's operations and managed profitably without substantial costs,
delays, or other operational or financial difficulties.
ANTI-TAKEOVER EFFECT OF ARTICLES AND BYLAW PROVISIONS
The Company's Articles of Incorporation provide that up to 50,000,000 shares of
common stock and 2,000,000 shares of preferred stock may be issued by the
Company from time to time in one or more series. On November 27, 1998, the
Board, authorized by the shareholders, merged these classes into one unitary
class with one vote per share.
V-Twin's Articles of Incorporation authorize the Board of Directors with various
rights, including the rights to (i) determine the rights, preferences,
privileges and restrictions granted to and imposed upon any unissued series of
preferred stock; (ii) fix the number of shares of any series of preferred stock
and the designation of any such series, without any vote or action by the
Company's stockholders; (iii) authorize and issue preferred stock with voting or
conversion rights that could adversely affect the voting power or other rights
of the
13
<PAGE> 14
holders of Common Stock; (iv) issue preferred stock that could have the effect
of delaying, deferring or preventing a change in control of the Company; and (v)
fix the number of directors in the Bylaws with no minimum or maximum number of
directors required. The effect of these provisions may be to delay or prevent a
tender offer or takeover attempt that a stockholder might consider to be in his
best interest, including attempts that might result in a premium over the market
price for the shares held by the stockholders.
14
<PAGE> 15
ITEM 7. FINANCIAL STATEMENTS
V-TWIN HOLDINGS, INC. AND AFFILIATE
Combined Financial Statements
Year ended June 30, 2000 and the period
from inception (July 10, 1998) to June 30, 1999
CONTENTS
<TABLE>
<CAPTION>
Page Number
-----------
<S> <C>
Report of Independent Auditors.............................................................................1
Financial Statements:
Combined Balance Sheets.................................................................................2
Combined Statements of Operations.......................................................................3
Combined Statements of Stockholders' Equity.............................................................4
Combined Statements of Cash Flows.......................................................................5
Notes to Combined Financial Statements.............................................................6 - 17
</TABLE>
15
<PAGE> 16
REPORT OF INDEPENDENT AUDITORS
To the Board of Directors
V-Twin Holdings, Inc. and Affiliate
Washington, DC
We have audited the accompanying combined balance sheets of V-Twin Holdings,
Inc. (formerly V-Twin Acquisitions, Inc.) and Affiliate (the "Company") as of
June 30, 2000 and 1999, and the related combined statements of operations,
stockholders' equity, and cash flows for the year ended June 30, 2000 and the
period from inception (July 10, 1998) to June 30, 1999. These combined financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these combined financial statements
based on our audits.
Except as discussed in the following paragraph, we conducted our audits in
accordance with generally accepted auditing standards. Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the combined financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the combined financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
We did not observe the taking of physical inventories at June 30, 1999 (stated
at $1,080,733), since that date was prior to the time we were initially engaged
as independent auditors for the Company. Accordingly, we were unable to satisfy
ourselves about inventory quantities by means of other auditing procedures.
In our opinion, except for the effects of such adjustments, if any, as might
have been determined necessary had we been able to observe the Company's
physical inventories as of June 30, 1999, the combined financial statements
referred to above present fairly, in all material respects, the financial
position of the V-Twin Holdings, Inc. and Affiliate as of June 30, 2000 and
1999, and the results of their operations and their cash flows for the year
ended June 30, 2000 and the period from inception (July 10, 1998) to June 30,
1999 in conformity with generally accepted accounting principles.
KAUFMAN DAVIS, PC
Certified Public Accountants Bethesda, MD
September 29, 2000
<PAGE> 17
V-TWIN HOLDINGS, INC. AND AFFILIATE
Combined Balance Sheets
June 30, 2000 and 1999
<TABLE>
<CAPTION>
ASSETS
2000 1999
-------------------- -------------------
<S> <C> <C>
Current assets:
Cash ..................................................... $ 472,394 $ 220,460
Restricted cash .......................................... 183,623 125,000
Accounts receivable, net ................................. 643,591 61,068
Inventory, net ........................................... 3,765,020 1,080,733
Other current assets ..................................... 178,481 33,513
-------------------- -------------------
Total current assets .................................. 5,243,109 1,520,774
Property and equipment, net .................................. 247,760 10,966
Goodwill, net ................................................ 936,843 -
-------------------- -------------------
Total assets ...................................... $ 6,427,712 $ 1,531,740
==================== ===================
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
Current liabilities:
Current maturities of notes payable and
floorplan debt ....................................... $ 2,707,390 $ 927,100
Current maturities of capital lease obligations .......... 15,689 -
Accounts payable ......................................... 526,188 127,549
Accrued expenses ......................................... 207,419 67,823
Customer deposits ........................................ 88,154 50,781
-------------------- -------------------
Total current liabilities ............................. 3,544,840 1,173,253
Notes payable ................................................ 2,050,325 -
Capital lease obligations, less current maturities ........... 37,387 -
Stockholder's equity:
Common stock ............................................. 4,127 3,600
Additional paid-in-capital ............................... 2,280,223 568,000
Accumulated deficit ...................................... (1,489,190) (213,113)
-------------------- -------------------
Total stockholders' equity ............................ 795,160 358,487
-------------------- -------------------
Total liabilities and stockholders' equity ........ $ 6,427,712 $ 1,531,740
==================== ===================
</TABLE>
See accompanying notes to financial statements.
2
<PAGE> 18
V-TWIN HOLDINGS, INC. AND AFFILIATE
Combined Statements of Operations
Year ended June 30, 2000 and the period from
inception (July 10, 1998) to June 30, 1999
<TABLE>
<CAPTION>
2000 1999
-------------------- ------------------
<S> <C> <C>
Revenues:
Sales income .................................................... $ 10,273,769 $ 1,441,876
Service income .................................................. 610,748 97,360
-------------------- ------------------
Total revenue ................................................ 10,884,517 1,539,236
Cost of goods sold .................................................. 8,260,505 1,145,927
-------------------- ------------------
Gross margins ................................................... 2,624,012 393,309
Operating expenses .................................................. 3,841,703 591,756
-------------------- ------------------
Operating loss .................................................. (1,217,691) (198,447)
Other expenses/(income):
Interest expense ................................................ 218,869 14,666
Other income .................................................... (93,968) -
Interest income ................................................. (66,515) -
-------------------- ------------------
Total other expenses, net .................................... 58,386 14,666
Net loss ............................................................ $ (1,276,077) $ (213,113)
==================== ==================
Net loss per common share:
Basic and diluted ............................................... $ (0.33) $ (0.07)
-------------------- ------------------
Weighted average number of outstanding
common shares ................................................... 3,830,556 3,000,033
==================== ==================
</TABLE>
See accompanying notes to financial statements.
3
<PAGE> 19
V-TWIN HOLDINGS, INC. AND AFFILIATE
Combined Statements of Stockholders' Equity
Year ended June 30, 2000 and the period from
inception (July 10, 1998) to June 30, 1999
<TABLE>
<CAPTION>
Common Class A Common Stock
Stock -------------------------------------------
CIU Shares Amount
-------------- ------------------------ ----------------
<S> <C> <C> <C>
Balance at July 10, 1998 .................................... $ 1,000 - $ -
CIU stock and treasury stock retired in
connection with merger of the Company ................... (1,000) - -
Exchange of 1,000,000 shares outstanding
of CIU common stock for:
808,727 shares outstanding of V-Twin
Class A common stock (par value $.001) .................. - 808,727 809
191,273 shares outstanding of V-Twin
Class B common stock (par value $.001) .................. - - -
Exchange Class B for Class A (to create one
unitary class) and ...................................... - (808,727) (809)
a one for three (1:3) forward split ..................... - 3,000,000 3,000
Reduction in additional paid-in-capital
in connection with forward split ........................ - - -
Cash of $170,500 from three shareholders .................... - - -
Issuance of 600,000 shares and 600,000
warrants for cash ...................................... - 600,000 600
Issuance of V-Twin Acquisitions of Virginia, Inc.
common stock at $.001 per share ......................... - 100 -
Net loss from inception
(July 10, 1998) to June 30, 1999 ........................ - - -
-------------- --------------------- -------------
Balance at June 30, 1999 .................................... $ - 3,600,100 $ 3,600
Issuance of common stock and exercise of
warrants at an average price of $2.41 .................. - 444,400 444
Issuance of warrants to an investor ......................... - - -
Issuance of common stock in connection
with the acquisition of Bikers Dream stores ............. - 83,333 83
Net loss at June 30, 2000 ................................... - - -
-------------- --------------------- -------------
Balance at June 30, 2000 .................................... $ - 4,127,833 $ 4,127
============== ===================== =============
</TABLE>
<TABLE>
<CAPTION>
Class B Common Stock Additional
-------------------------------------- Paid in
Shares Amount Capital
-------------------- --------------- ---------------------
<S> <C> <C> <C>
Balance at July 10, 1998 .................................... - $ - $ -
CIU stock and treasury stock retired in
connection with merger of the Company ................... - - -
Exchange of 1,000,000 shares outstanding
of CIU common stock for:
808,727 shares outstanding of V-Twin
Class A common stock (par value $.001) .................. - - -
191,273 shares outstanding of V-Twin
Class B common stock (par value $.001) .................. 191,273 191 -
Exchange Class B for Class A (to create one
unitary class) and ...................................... (191,273) (191) -
a one for three (1:3) forward split ..................... - - -
Reduction in additional paid-in-capital
in connection with forward split ........................ - - (2,000)
Cash of $170,500 from three shareholders .................... - - 170,500
Issuance of 600,000 shares and 600,000
warrants for cash ...................................... - - 399,400
Issuance of V-Twin Acquisitions of Virginia, Inc.
common stock at $.001 per share ......................... - - 100
Net loss from inception
(July 10, 1998) to June 30, 1999 ........................ - - -
------------------ ----------- ------------------
Balance at June 30, 1999 .................................... - $ - $ 568,000
Issuance of common stock and exercise of
warrants at an average price of $2.41 .................. - - 1,073,556
Issuance of warrants to an investor ......................... - - 138,750
Issuance of common stock in connection
with the acquisition of Bikers Dream stores ............. - - 499,917
Net loss at June 30, 2000 ................................... - - -
------------------ ----------- ------------------
Balance at June 30, 2000 .................................... - $ - $ 2,280,223
================== =========== ==================
</TABLE>
<TABLE>
<CAPTION>
Treasury Total
Accumulated Stock Stockholders'
Deficit CIU Equity
---------------------- ----------- ----------------------
<S> <C> <C> <C>
Balance at July 10, 1998 .................................... $ - $ (667) $ 333
CIU stock and treasury stock retired in
connection with merger of the Company ................... - 667 (333)
Exchange of 1,000,000 shares outstanding
of CIU common stock for:
808,727 shares outstanding of V-Twin
Class A common stock (par value $.001) .................. - - 809
191,273 shares outstanding of V-Twin
Class B common stock (par value $.001) .................. - - 191
Exchange Class B for Class A (to create one
unitary class) and ...................................... - - (1,000)
a one for three (1:3) forward split ..................... - - 3,000
Reduction in additional paid-in-capital
in connection with forward split ........................ - - (2,000)
Cash of $170,500 from three shareholders .................... - - 170,500
Issuance of 600,000 shares and 600,000
warrants for cash ...................................... - - 400,000
Issuance of V-Twin Acquisitions of Virginia, Inc.
common stock at $.001 per share ......................... - - 100
Net loss from inception
(July 10, 1998) to June 30, 1999 ........................ (213,113) - (213,113)
------------------- ----------- --------------------
Balance at June 30, 1999 .................................... $ (213,113) $ - $ 358,487
Issuance of common stock and exercise of
warrants at an average price of $2.41 .................. - - 1,074,000
Issuance of warrants to an investor ......................... - - 138,750
Issuance of common stock in connection
with the acquisition of Bikers Dream stores ............. - - 500,000
Net loss at June 30, 2000 ................................... (1,276,077) - (1,276,077)
------------------- ----------- --------------------
Balance at June 30, 2000 .................................... $ (1,489,190) $ - $ 795,160
=================== =========== ====================
</TABLE>
See accompanying notes to financial statements.
4
<PAGE> 20
V-TWIN HOLDINGS, INC. AND AFFILIATE
Combined Statements of Cash Flows
Year ended June 30, 2000 and the period from
Inception (July 10, 1998) to June 30, 1999
<TABLE>
<CAPTION>
2000 1999
--------------------- ---------------------
<S> <C> <C>
Cash flows from operating activities:
Net loss ........................................................ $ (1,276,077) $ (213,113)
Adjustments to reconcile net loss to net cash
used in operating activities:
Bad debt expense ................................................ 64,334 -
Depreciation and amortization ................................... 56,348 353
Changes in operating assets and liabilities:
Accounts receivable ............................................. (555,857) (61,068)
Inventory ....................................................... 470,328 (153,633)
Other current assets ............................................ (111,968) (33,513)
Accounts payable ................................................ 398,639 127,549
Accrued expenses ................................................ 139,596 67,823
Customer deposits ............................................... 37,373 50,781
Lease commitments ............................................... 53,076 -
--------------------- ---------------------
Net cash used in operating activities ....................... (724,208) (214,821)
--------------------- ---------------------
Cash flows from investing activities:
Cash portion of Bikers Dream transaction ........................ (36,610) -
Additions to property and equipment ............................. (141,375) (11,319)
Increase in investments ......................................... (58,623) (125,000)
--------------------- ---------------------
Net cash used in investing activities ....................... (236,608) (136,319)
--------------------- ---------------------
Cash flows from financing activities:
Proceeds from sale of common stock and warrants ................. 444 401,100
Proceeds from additional paid in capital ........................ 1,212,306 170,500
--------------------- ---------------------
Net cash provided by financing activities ................... 1,212,750 571,600
--------------------- ---------------------
Net increase in cash ................................................. 251,934 220,460
Cash at beginning of period .......................................... 220,460 -
--------------------- ---------------------
Cash at end of period ................................................ $ 472,394 $ 220,460
===================== =====================
</TABLE>
See accompanying notes to financial statements.
5
<PAGE> 21
V-TWIN HOLDINGS, INC. AND AFFILIATE
Notes to Combined Financial Statements
Year ended June 30, 2000 and the period
from inception (July 10, 1998) to June 30, 1999
1. ORGANIZATION
V-Twin Holdings, Inc., formerly V-Twin Acquisitions, Inc. (the "Company"), was
organized under the laws of the District of Columbia on July 10, 1998. On July
10, 1998, the Company completed a merger with Commercial Indemnity Underwriters,
Inc. ("CIU") with the Company as the surviving entity. CIU, formerly known as
American Solid Fuel, Inc. ("ASFI"), was an inactive company until its merger
with the Company. ASFI was formed in August 1988, and successfully completed a
public offering through an S-18 registration. CIU had no assets, liabilities,
income or expenditures from operations and accordingly, there was no historical
carry-over basis. In December 1999, the Company's Board of Directors approved
the change of the Company name to V-Twin Holdings, Inc.
On January 31, 2000, the Company acquired the assets and certain liabilities of
five motorcycle dealerships from Ultra Acquisition Company. These dealerships
are located in the states of Texas, California and North Carolina. V-Twin
Holdings (CA), Inc. is a wholly-owned subsidiary of the Company organized under
the laws of California on January 19, 2000 to operate motorcycle dealerships in
California.
On March 24, 2000, the Company formed CycleClick.com, LLC to facilitate the
creation of an e-commerce and business to business website. CycleClick.com, LLC
is a wholly-owned subsidiary of V-Twin Holdings, Inc.
V-Twin Acquisitions, Inc. of Virginia (the "Affiliate") is a privately held
corporation organized under the laws of Virginia on March 30, 1999 to own and
operate motorcycle dealerships in Virginia. The Affiliate owns two motorcycle
dealerships operating in Virginia.
The Company intends to continue to acquire independent motorcycle dealerships
and create a nationwide marketing, distribution and retail organization that
leverages multiple sources of sales and sales leads, including internet
commerce, direct marketing, retail sales and service.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation - The combined financial statements of the Company include
the accounts of its wholly-owned subsidiaries V-Twin Holdings (CA), Inc. and
CycleClick.com, LLC and its affiliate, V-Twin Acquisitions, Inc. of Virginia.
All significant intercompany balances and transactions have been eliminated.
Use of Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles ("GAAP") 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 associated amounts
of revenues and expenses during the period reported. Actual results could differ
from the estimates.
6
<PAGE> 22
V-TWIN HOLDINGS, INC. AND AFFILIATE
Notes to Combined Financial Statements
Year ended June 30, 2000 and the period
from inception (July 10, 1998) to June 30, 1999
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Allowance for Doubtful Accounts - The Company uses the allowance method of
recognizing bad debts. Specifically identified uncollectible accounts are
charged against the allowance. At June 30, 2000 and 1999, the allowance for
doubtful accounts was $64,000 and $53,000, respectively.
Inventory Valuation - Inventory is valued at the lower of cost or market using
the average cost method. Obsolete or damaged goods are reduced to estimated net
realizable values.
Cash and Cash Equivalents - For purposes of the combined statements of cash
flows, the Company considers all highly liquid debt instruments purchased with a
maturity of three months or less to be cash equivalents.
Concentrations of Credit Risk - Financial instruments that potentially subject
the Company to a concentration of credit risk consist principally of temporary
cash investments and accounts receivable. The Company has cash investment
policies that restrict placement of these investments to financial institutions
that are evaluated as highly creditworthy. The carrying amount of accounts
receivable approximate their net realizable value.
The Company places its cash with commercial financial institutions that are
insured by the Federal Deposit Insurance Corporation up to $100,000. At June 30,
2000, the Company has cash balances of approximately $190,000 in excess of the
insured amount.
Property and Equipment - Property and equipment are recorded at cost.
Depreciation expense of property and equipment is determined using the
straight-line method over the estimated useful lives of the assets, as follows:
<TABLE>
<S> <C>
Office and computer equipment................................. 5 years
Machinery and equipment....................................... 7 years
Leasehold improvements........................................ life of the lease
</TABLE>
Maintenance and repairs are charged to expense as incurred; major renewals and
improvements are capitalized. When items of property or equipment are sold or
retired, the related cost and accumulated depreciation are removed from the
accounts and any gain or loss is included in the results of operations.
Goodwill - The excess of the cost over the fair value of net tangible and
identifiable intangible assets acquired is amortized on a straight-line basis
over a period of 15 years.
7
<PAGE> 23
V-TWIN HOLDINGS, INC. AND AFFILIATE
Notes to Combined Financial Statements
Year ended June 30, 2000 and the period
from inception (July 10, 1998) to June 30, 1999
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Income Taxes - Income taxes are accounted for under the asset and liability
method. Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss and tax credit carryforwards. Deferred tax assets and
liabilities are measured using enacted taxes expected to apply to taxable income
in the years in which those temporary differences are expected to be recovered
or settled. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment date.
The Company has a valuation allowance offsetting any deferred tax assets for
the years ending June 30, 2000 and 1999.
Earnings Per Share - Basic earnings per share is computed by dividing net income
by the weighted average number of shares outstanding for the period. Diluted
earnings per share includes the dilutive effect of stock options, warrants and
contingent shares.
3. ACQUISITIONS
In January 2000, the Company purchased from Ultra Acquisition Company ("Ultra")
the assets and assumed certain liabilities of five retail motorcycle dealerships
(each doing business as "Bikers Dream") located in the states of Texas,
California and North Carolina. Consideration paid to Ultra consisted of 83,333
shares of common stock valued at $500,000, $37,000 cash and the issuance of a
promissory note payable for $1,000,000. The promissory note matures in five
years, accrues interest at 5% and is secured by the assets of the Bikers Dream
stores. Payments of interest and principal begin in May 2001. The acquisition
was accounted for using the purchase method under Accounting Principles Board
Opinion No. 16, "Business Combinations," ("APB Opinion 16") to record the
purchase of the asset and certain liabilities. The operating results of the
acquired locations have been included in the accompanying combined financial
statements since the date of acquisition. The purchase price has been allocated
to the assets and liabilities acquired based upon their respective fair market
values. Based on the allocation of the purchase price over the net assets
acquired, goodwill of approximately $964,000 was recorded and is being amortized
on a straight-line basis over 15 years. Amortization of goodwill totaled $26,767
for the year ending June 30, 2000.
Since the Company filed its 10-QSB for the period ending March 31, 2000, the
Company closed one Bikers Dream store and a second Bikers Dream store was closed
subsequent to June 30, 2000. Accordingly, the purchase price was adjusted to
reflect the net realizable value of the closed stores' purchased assets.
Subsequent to the acquisition, the Company discovered discrepancies in the parts
and accessory inventory acquired in the transaction. The amount of goodwill, as
previously reported in the March 31, 2000 Form 10-QSB, increased to $964,000 as
a result of such adjustments.
8
<PAGE> 24
V-TWIN HOLDINGS, INC. AND AFFILIATE
Notes to Combined Financial Statements
Year ended June 30, 2000 and the period
from inception (July 10, 1998) to June 30, 1999
3. ACQUISITIONS (CONTINUED)
The purchase price of the assets acquired and liabilities assumed from Ultra is
as follows:
<TABLE>
<S> <C>
Cash........................................................................... $ 37,000
Issuance of note payable....................................................... 1,000,000
Fair value of common stock issued.............................................. 500,000
--------------------
$ 1,537,000
====================
</TABLE>
The purchase price is allocated as follows:
<TABLE>
<S> <C>
Receivable due from Ultra..................................................... $ 91,000
Inventory..................................................................... 1,642,000
Other current assets.......................................................... 33,000
Property and equipment........................................................ 125,000
Goodwill...................................................................... 964,000
Liabilities assumed........................................................... (1,318,000)
--------------------
$ 1,537,000
====================
</TABLE>
APB Opinion 16 requires, for purchase business combinations, the presentation of
pro-forma combined results of operations for the current year and comparable
prior year period as if the transaction had occurred at the beginning of the
period. The following unaudited pro-forma results of operations are not
necessarily indicative of actual future results of operations. Because the
Company was a start-up in the prior year and meaningful comparative financial
statements are not available, the pro-forma results are presented for the
current year only.
<TABLE>
<CAPTION>
Year ended June
30, 2000
-------------------
<S> <C>
Revenue........................................................................ $ 18,450,000
Gross margin................................................................... $ 5,100,000
Net loss before provision for income taxes..................................... $ (77,000)
Net loss....................................................................... $ (77,000)
Net loss per common and common equivalent share................................ $ (.02)
</TABLE>
9
<PAGE> 25
V-TWIN HOLDINGS, INC. AND AFFILIATE
Notes to Combined Financial Statements
Year ended June 30, 2000 and the period
from inception (July 10, 1998) to June 30, 1999
3. ACQUISITIONS (CONTINUED)
In April 1999, the Affiliate purchased the ongoing operations plus certain
assets and liabilities of a retail motorcycle dealership located in Herndon,
Virginia. The acquisition was accounted for using the purchase method under APB
Opinion 16, and accordingly, the operating results of the acquired company have
been included in the accompanying combined financial statements since the date
of acquisition. The aggregate purchase price was approximately $300,000 and has
been allocated to the assets and liabilities acquired based upon their
respective fair market values. No goodwill was recognized in connection with
this transaction.
4. RESTRICTED CASH
Restricted cash consists primarily of certificates of deposit, which serve as
security for letters of credit required to obtain inventory floorplan financing.
These investments bear interest between 5.86% and 6.11% with one-year terms and
are expected to be held to maturity. The carrying amounts reported in the
combined balance sheets for these financial instruments are at cost, which
approximates fair market value.
5. INVENTORY
Inventory consists of the following:
<TABLE>
<CAPTION>
June 30, June 30,
2000 1999
------------------- -----------------
<S> <C> <C>
Motorcycles and other vehicles............................ $ 3,113,013 $ 858,630
Parts and accessories..................................... 831,007 222,103
Reserve for obsolescence.................................. (179,000) -
------------------- -----------------
$ 3,765,020 $ 1,080,733
=================== =================
</TABLE>
6. PROPERTY AND EQUIPMENT
Property and equipment consists of the following:
<TABLE>
<CAPTION>
June 30, June 30,
2000 1999
----------------- -----------------
<S> <C> <C>
Office and computer equipment................................. $ 81,348 $ 6,662
Machinery and equipment....................................... 116,396 4,657
Vehicles...................................................... 61,332 -
Leasehold improvements........................................ 18,620 -
----------------- -----------------
277,696 11,319
Less: accumulated depreciation and amortization............... (29,936) (353)
----------------- -----------------
$ 247,760 $ 10,966
================= =================
</TABLE>
Depreciation and amortization expense for property and equipment was $29,583 for
the year ended June 30, 2000 and was $353 for the period from inception (July
10, 1998) to June 30, 1999.
10
<PAGE> 26
V-TWIN HOLDINGS, INC. AND AFFILIATE
Notes to Combined Financial Statements
Year ended June 30, 2000 and the period
from inception (July 10, 1998) to June 30, 1999
7. DEBT
Floorplan
The Company finances its motorcycle inventory for all stores through floorplan
financing arrangements with various lenders that are secured by the underlying
motorcycle inventory and the assets of the Company. Investments held by the
Company have been pledged as additional security to the finance companies along
with personal guarantees of two officers and directors of the Company. Finance
terms range from prime to prime plus 5% depending upon the number of days
outstanding from the inception date of the financing. Typically, the finance
companies provide a 60 to 90 day grace period before interest is charged or
accrued. Amounts due to the lenders totaled $2,644,892 and $927,100 at June 30,
2000 and 1999, respectively.
Other Debt
In connection with the purchase of motorcycle dealerships from Ultra (as
discussed in Note 3), the Company executed a five year promissory note payable
for $1,000,000. The note accrues interest at 5% and is secured by the assets of
the Bikers Dream stores. The note is payable in sixteen quarterly installments
of $62,500 of principal plus interest beginning in May 2001.
In connection with the acquisition of the five motorcycle retail stores (as
described in Note 3), the Company obtained financing for the purchase of new and
used motorcycles from a financing company owned and operated by an officer and
director of the Company. The financing arrangement provides for a credit
facility of $1,500,000. Interest accrues at the prime rate of interest plus 3.5%
for new vehicles and prime rate of interest plus 5.5% for used vehicles.
Outstanding balances due under the credit facility are secured by vehicles
purchased for resale. At June 30, 2000, $1,112,825 was outstanding under the
credit facility. For the year ended June 30, 2000, the Company accrued and paid
interest totaling $26,791.
In October 2000, the Company and financing company mutually agreed to
restructure the credit facility whereby a promissory note was executed for
$1,112,825. The promissory note is unsecured, accrues interest at an annual rate
of 10%, and is due (both principal and interest) in December 2002. As of June
30, 2000, the Company has classified this debt as long-term.
Maturities of notes payable and floorplan debt outstanding as of June 30, 2000
are as follows:
<TABLE>
<CAPTION>
Fiscal Year
---------------------
<S> <C>
2001 .................................................................... $ 2,707,390
2002 .................................................................... 250,000
2003 .................................................................... 1,362,825
2004 .................................................................... 250,000
2005 .................................................................... 187,500
------------------
$ 4,757,715
==================
</TABLE>
11
<PAGE> 27
V-TWIN HOLDINGS, INC. AND AFFILIATE
Notes to Combined Financial Statements
Year ended June 30, 2000 and the period
from inception (July 10, 1998) to June 30, 1999
8. COMMITMENTS AND CONTINGENCIES
Capital Leases
The Company currently leases equipment under non-cancelable capital leases.
Amortization and depreciation related to capital leased equipment is included in
depreciation and amortization expense.
The future minimum lease payments under non-cancelable capital leases at June
30, 2000 are as follows:
<TABLE>
<CAPTION>
Fiscal Year
---------------
<S> <C>
2001 .......................................................................... $ 20,269
2002 .......................................................................... 20,269
2003 .......................................................................... 13,430
2004 .......................................................................... 7,734
2005 .......................................................................... 394
------------------
Total minimum lease payments .................................................. 62,096
------------------
Less amount representing interest ............................................. (9,020)
------------------
Present value of minimum lease payments ....................................... 53,076
Less current portion of capital lease obligations ............................. (15,689)
------------------
Long term portion of capital lease obligations ................................ $ 37,387
==================
</TABLE>
Lease Commitments
The Affiliate entered into a ten year lease agreement beginning May 1, 1999, for
office and retail space in Herndon, Virginia at an initial monthly rate of
$8,850, which increased to $9,895 on May 1, 2000. In November 1999, the
Affiliate also placed a security deposit of $7,850 to move its Springfield
location. This new location is currently under refurbishment by its landlord.
The Affiliate anticipates operating in this location by December 2000. The lease
for the current Springfield location is on month to month basis, at $4,800 per
month.
The Company has lease commitments for the retail locations purchased in January
2000, as a result of the assumption of the lease commitments in place when it
acquired the locations. These commitments range from one month to two and a half
years. In addition, the monthly rental ranges from $2,200 to $13,881.
Rent expense for the year ended June 30, 2000 was $344,848 and for the period
from inception (July 10, 1998) to June 30, 1999 was $28,729.
Future minimum lease payments as of June 30, 2000 under all operating leases
greater than one year are as follows:
<TABLE>
<CAPTION>
Fiscal Year
---------------------
<S> <C>
2001 .............................................................. $ 424,536
2002 .............................................................. 429,185
2003 .............................................................. 263,572
2004 .............................................................. 244,990
2005 .............................................................. 252,832
Thereafter .......................................................... 1,211,358
------------------
$ 2,826,473
==================
</TABLE>
12
<PAGE> 28
V-TWIN HOLDINGS, INC. AND AFFILIATE
Notes to Combined Financial Statements
Year ended June 30, 2000 and the period
from inception (July 10, 1998) to June 30, 1999
9. STOCKHOLDERS' EQUITY
Stockholders' equity is comprised of the following at June 30:
<TABLE>
<CAPTION>
2000 1999
-------------------- ----------------
<S> <C> <C>
Common stock
Company - $.001 par; 25,000,000 shares authorized;
4,127,733 and 3,600,000 shares issued and
outstanding at June 30, 2000 and 1999,
respectively................................................. $ 4,127 $ 3,600
Affiliate - $.001 par - 100 shares, authorized, issued and
outstanding.................................................. - -
-------------------- ----------------
Total common stock................................... $ 4,127 $ 3,600
==================== ================
Additional paid-in-capital...........................................
Company........................................................ $ 2,280,123 $ 567,900
Affiliate...................................................... 100 100
-------------------- ----------------
Total additional paid in capital..................... $ 2,280,223 $ 568,000
==================== ================
Accumulated deficit
Company........................................................ $ (951,794) $ (29,980)
Affiliate...................................................... (537,401) (183,133)
-------------------- ----------------
Total accumulated deficit............................ $ (1,489,195) $ (213,113)
==================== ================
</TABLE>
10. EQUITY TRANSACTIONS
Common Stock
In July 1998, the Company merged with Commercial Indemnity Underwriters, Inc.
(CIU). In connection with this merger, all outstanding shares of CIU were
exchanged for 808,727 Class A shares and 191,273 Class B shares. In August 1998,
the Company's shareholders approved a one for three (1:3) forward stock split
and the abolishment of the existing two classes of common stock resulting in a
singular unitary class of common stock. At June 30, 1999, the Company had
25,000,000 shares authorized and 3,600,000 common shares issued and outstanding
at a par value of $.001 per share.
During the year ended June 30, 2000, the Company issued 330,400 shares of common
stock to various investors at an average price of $2.62 per share. The proceeds
of such issuances totaled $865,000. During the year the Company also issued
14,000 shares to non-employees for services performed. The shares were valued at
$42,000 and the amount has been changed to operating expenses. In August 1999,
100,000 warrants were exercised for $167,000 in cash, resulting in the issuance
of 100,000 restricted common shares of the Company. In January 2000, the Company
issued 83,333 shares of common stock, valued at $6.00 per share, in connection
with the purchase of motorcycle dealerships from Ultra.
In April 1999, the Affiliate was incorporated in the state of Virginia. 100
shares of common stock were authorized and issued at par value of $.001 per
share.
13
<PAGE> 29
V-TWIN HOLDINGS, INC. AND AFFILIATE
Notes to Combined Financial Statements
Year ended June 30, 2000 and the period
from inception (July 10, 1998) to June 30, 1999
10. EQUITY TRANSACTIONS (CONTINUED)
Warrants
Effective February 25, 2000, the Company issued warrants to purchase 200,000
restricted common shares at an exercise price of $9.50 per share. The warrants
are exercisable for a one year period.
On February 25, 2000, the Company issued 15,000 warrants to a non-employee at an
exercise price of $3.50. The Company issued these warrants at a price
substantially lower than the trading or closing price of the stock resulting in
a charge to earnings of $138,750 and a corresponding increase to additional
paid-in-capital.
In March 1999, the Company issued 600,000 shares of restricted common stock and
warrants to purchase 600,000 additional shares of restricted common stock. The
warrants are exercisable at $1.67 per share for a period of 54 months in
consideration for $400,000 in cash received. In August 1999, 100,000 of these
warrants were exercised for $167,000 in cash.
A summary of warrant activity follows:
<TABLE>
<CAPTION>
Exercise Number of Shares
Exercise Period Price Range Reserved
------------------------- ------------------- ------------------
<S> <C> <C>
Issued during fiscal year 1999......... 1/28/98 - 1/28/2003 $ 1.67 600,000
------------------
June 30, 1999 - warrants outstanding...... 600,000
Issued during fiscal year 2000......... 2/25/2000 - 3/31/2005 $ 3.50 - 9.50 215,000
Exercised during fiscal year 2000...... $ 1.67 (100,000)
------------------
June 30, 2000 - warrants outstanding...... 715,000
==================
</TABLE>
Additional Paid in Capital
During the period ended June 30, 1999, the Company received cash consideration
of $170,500 as additional paid-in-capital from certain officers and directors of
the Company.
14
<PAGE> 30
V-TWIN HOLDINGS, INC. AND AFFILIATE
Notes to Combined Financial Statements
Year ended June 30, 2000 and the period
from inception (July 10, 1998) to June 30, 1999
11. INCOME TAXES
A reconciliation between the federal income tax benefit, applying U.S. federal
statutory rates and the Company's effective income tax benefit, as reported in
the accompanying combined financial statements is as follows:
<TABLE>
<CAPTION>
2000 1999
-------------------- ---------------
<S> <C> <C>
Tax at statutory rate..................................................... (34.0)% (34.0)%
State taxes (net of federal benefit)...................................... (5.0)% (5.0)%
Net operating loss carryforward........................................... (5.0)% - %
Accruals and other expenses not deductible for federal
income tax purposes, net ............................................... (2.0)% 9.0 %
--------------- ------------
(42.0)% (30.0)%
Valuation allowance on net deferred tax benefit........................... (42.0)% (30.0)%
---------------
------------
- % - %
=============== ============
</TABLE>
At June 30, 2000 and 1999, deferred taxes consist of:
<TABLE>
<CAPTION>
2000 1999
----------------- ----------------
<S> <C> <C>
Tax liability
Depreciation and amortization.......................................... $ (9,123) $ -
Tax assets
Net operating loss carryforward........................................ 535,733 27,032
Allowance for bad debts................................................ 25,092 -
Other.................................................................. 2,472 8,984
----------------- ----------------
563,297 36,016
Valuation allowance........................................................ (563,297) (36,016)
----------------- ----------------
Net deferred tax asset..................................................... $ - $ -
================= ================
</TABLE>
At June 30, 2000, the Company had a net operating loss carryforward of
approximately $1,400,000 which expires in the year 2020. A 100% valuation
reserve has been provided due to uncertainty regarding the realization of the
net deferred tax assets.
15
<PAGE> 31
V-TWIN HOLDINGS, INC. AND AFFILIATE
Notes to Combined Financial Statements
Year ended June 30, 2000 and the period
from inception (July 10, 1998) to June 30, 1999
12. EARNINGS PER SHARE
The following data shows the amounts used in computing basic and diluted
earnings per share for the year ended June 30, 2000 and the period from
inception (July 10, 1998) to June 30, 1999.
<TABLE>
<CAPTION>
2000 1999
------------------- ------------------
<S> <C> <C>
Net loss to common shareholders........................................ $ (1,276,077) $ (213,113)
=================== ==================
Weighted average number of outstanding common shares................... 3,830,556 3,000,033
=================== ==================
Net loss - basic and diluted........................................... $ (0.33) $ (0.07)
=================== ==================
</TABLE>
13. RELATED PARTY TRANSACTIONS
Two officers and directors of the Affiliate also serve as officers and directors
of the Company. The two officers and directors of the Affiliate, owning
collectively 100% of the outstanding common stock of the Affiliate, have agreed
to pledge their shares pursuant to a trust agreement dated April 15, 1999, in
consideration for the purchase of key man life insurance.
As described in Note 7, the Company has a credit facility of $1.5 million with a
finance company that is owned and operated by an officer and director of the
Company. At June 30, 2000, the Company has $1,112,825 outstanding under this
credit facility. In connection with this credit facility, the Company incurred
and paid interest of $26,791 during the year ended June 30, 2000.
In May 2000, the Affiliate entered into a $567,000 secured note agreement with
two officers and directors of the Company and Affiliate for the future purchase
of stock of the Affiliate. The note carries interest at 10% and is due in five
years. Also in May 2000, the Affiliate assigned the note to the Company as
payment on two notes entered into in 1999 between the Affiliate and the Company.
In the Combined financial statements, the note and interest income and expense
have been eliminated. No interest payments were made during the year ended June
30, 2000.
16
<PAGE> 32
V-TWIN HOLDINGS, INC. AND AFFILIATE
Notes to Combined Financial Statements
Year ended June 30, 2000 and the period
from inception (July 10, 1998) to June 30, 1999
14. SUPPLEMENTAL INFORMATION TO STATEMENTS OF CASH FLOWS
Interest paid during the year ended June 30, 2000 was $218,867 and the period
from inception (July 10, 1998) to June 30, 1999 was $14,641. No federal or state
income taxes have been paid.
The Company executed a $1,000,000 promissory note to the seller in connection
with the Bikers Dream transaction (See Note 3).
The Company acquired motorcycle inventory with a cost basis of $1,642,000 and
assumed a corresponding financial liability of $1,318,000 during the year ending
June 30, 2000. The Affiliate acquired motorcycle inventory with a cost basis of
$927,100 and assumed a corresponding financial liability of the same amount
during the year ending June 30, 1999.
In connection with the one for three (1:3) forward stock split and abolishment
of the existing two classes of common stock, $2,000 was reclassified from
additional paid-in-capital to common stock.
The Company issued warrants to an investor at an exercise price substantially
lower than the quoted market price resulting a current charge to earnings of
$138,750.
15. SUBSEQUENT EVENTS
In September 2000, the Company closed the North Carolina Bikers Dream store.
Costs associated with the closing of the store will be recorded in the first
quarter ending September 30, 2000. Also in September 2000, the Company purchased
a dealership in Ft. Worth, Texas for approximately $60,000. The dealership will
become a Bikers Dream dealership.
17
<PAGE> 33
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There are not now, nor have there been, disagreements with the Company's
presently engaged accountants, Kaufman Davis, PC.
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS
The Company's directors and executive officers consist of the following persons:
<TABLE>
<CAPTION>
Name Office
--------------- --------------
<S> <C>
Ted Schwartzbeck Chairman and Chief Executive Officer
Richard J. Paone President, Director
Jay Pignatello Chief Financial Officer, Executive Vice
President and Secretary, Director
David Settle Vice President, Director
</TABLE>
Mr. Schwartzbeck, age 39, has been the Chairman and CEO of the Company since its
inception. For the past 15 years he has been vice president of Century Steel
Products, Inc., a specialty steel manufacturer in Sterling, Virginia, and has
also been President and CEO of Century Industries, Inc. He studied at the
University of Miami prior to beginning his business career.
Mr. Paone, age 40, has served as the Company's President since December, 1999.
He served as the CFO from April 1999 through November, 1999. Mr. Paone has been
a Director of the Company since April, 1999. Mr. Paone was the Managing Director
of Investment Banking and Syndication at LT Lawrence & Co. from 1995 to 1998;
Vice President of Investment Banking with Coleman & Company and RAS Securities
during 1994 and 1995; Vice President of Investment Banking/Leveraged Buyouts
with Weatherly Financial Group from 1992 to 1994; and Vice President of
Investment Banking/Mergers & Acquisitions with Henry Ansbacher from 1989 to
1991. From 1984 to 1989 Mr. Paone founded and operated a direct marketing
business, which he later sold. Mr. Paone received a Masters of Business
Administration in Banking and Financial Markets from Adelphi University and a
Bachelor of Arts in Economics from the State University of New York at Stony
Brook.
Mr. Pignatello, age 30, has been an Executive Vice President, Secretary and
Director since the Company's inception. Mr. Pignatello assumed the duties of CFO
in December 1999. From 1997 to 1998, he was a Director and Vice President of
Century Industries, Inc. In 1996 he worked as an assistant to the president of
US Insurance Brokers, Inc. He was employed at the law firms of Arent, Fox,
Kintner, Plotkin & Kahn and Reed, Smith, Shaw & McClay as a legal assistant from
1992 to 1996. He graduated from the University of Pennsylvania in 1992.
Mr. Settle, age 37, raced motocross motorcycles in Maryland and won several
prestigious races from 1974 through 1994, from age 13 through age 33. He
completed his racing days with the #5 plate in the Seniors class in the State of
Maryland. He subsequently served with the U.S. State Department for several
years as Supervisor of Foreign Embassy Elevator Maintenance, coordinating and
supervising a substantial field service force. Mr. Settle has served on the
Company's Board of Directors since its inception and acts as it Vice President.
16
<PAGE> 34
Mr. Settle resigned from the Company as an Officer and Director on September 30,
2000. The Company has identified several possible replacements for the vacated
Board seat.
The above Directors are all elected annually, and all the Directors except Mr.
Paone have served since the Company's inception. Mr. Paone joined the Board in
April 1999. All of the Directors were appointed to serve for the fiscal year of
2001 at the annual meeting in August 2000.
ITEM 10. EXECUTIVE COMPENSATION
The Chief Executive Officer does not receive any annual compensation from the
Company. There are no officers or significant employees who have annual
compensation over $100,000.
The Officers contemplate receiving a moderate compensation package for their
efforts upon when the business is of the size to justify such compensation.
The Company has no stock option, retirement, pension, or profit-sharing programs
for the benefit of directors, officers, or other employees at this time, but the
Board of Directors may recommend adoption of one or more such programs in the
future, as the creation of a stock option plan was previously approved by the
shareholders of the Company at the first annual meeting on August 31, 1998.
COMPENSATION OF DIRECTORS
No compensation was paid to the directors of the Company for their services.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tables are intended as a visual description:
Beneficial Owners
<TABLE>
<CAPTION>
NAME AND ADDRESS TITLE OF CLASS NUMBER OF SHARES PERCENTAGE
OWNED BENEFICIALLY OF CLASS
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Ted Schwartzbeck Common Voting 582,090 16%
c/o Cycle Sport
632 Grant Street
Herndon VA 20170
Jay Pignatello Common Voting 295,545 8%
c/o Cycle Sport
632 Grant Street
Herndon VA 20170
</TABLE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), requires the Company's officers and directors, and persons who own more
than 10% of a registered class of the Company's equity securities (the "10%
Shareholders"), to file reports of ownership and changes of ownership with the
Securities and Exchange Commission ("SEC"). Officers, directors and 10%
17
<PAGE> 35
Shareholders of the Company are required by SEC regulations to furnish the
Company with copies of all Section 16(a) forms so filed. The Company believes
that, during the year ended June 30, 2000 no forms were required to be filed.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company has a credit facility of $1.5 million with a finance company that is
owned and operated by Richard Paone, President and Director of the Company. At
June 30, 2000, the Company has $1,112,825 outstanding under this credit
facility. The Company incurred and paid interest of $26,791 to the finance
company during the year ended June 30, 2000.
In May 2000, V-Twin Acquisition, Inc. of Virginia, an affiliate of the Company,
entered into a $567,000 secured note agreement with Ted Schwartzbeck and Jay
Pignatello, both officers and directors of the Company and the affiliate, for
the future purchase of stock of the affiliate. The note carries interest at 10%
and is due in five years. Also in May 2000 the affiliate assigned the note to
the Company as payment on two notes entered into in 1999 between the affiliate
and the Company.
There are no other related party transactions other than those disclosed under
Item 12 in the Form 10-KSB filed December 2, 1999.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-KSB
(A) The exhibits filed herewith or incorporated by reference are set forth on
the Exhibit Index immediately preceding the exhibits.
(B) No reports on Form 8-K were filed during the quarter for which this report
is filed.
18
<PAGE> 36
SIGNATURE
In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
October 13, 2000
V-Twin Holdings, Inc.
/s/ Jay Pignatello
-----------------------
Jay Pignatello, CFO
In accordance with the Exchange Act, this report has been signed below on
October 13, 2000, by the following persons on behalf of the registrant and in
the capacities indicated.
/s/ Ted Schwartzbeck
-----------------------
Ted Schwartzbeck, Chairman and
Chief Executive Officer
/s/ Richard J. Paone
-----------------------
Richard J. Paone, President
And Director
/s/ Jay Pignatello
-----------------------
Jay Pignatello, Executive
Vice President, Secretary
and Director
19
<PAGE> 37
EXHIBIT INDEX
Exhibit
No.
3.1 Articles of Incorporation of the Company incorporated by reference from
the Company's General Form for Registration of Securities of Small
Business Issuers on Form 10-SB/A filed with the Commission on November
12, 1998.
3.2 By-laws of the Company incorporated by reference from the exhibit filing
to the Company's General Form for Registration of Securities of Small
Business Issuers on Form 10-SB/A filed with the Commission on November
12, 1998.
10.1 Plan and Agreement of Merger between the Company and Commercial Indemnity
Underwriters, Inc. incorporated by reference from the Company's General
Form for Registration of Securities of Small Business Issuers on Form
10-SB/A filed with the Commission on November 12, 1998.
10.2 Asset Purchase Agreement, effective date of April 29, 1999, between the
Company and Cycle Sport Unlimited, incorporated by reference from the
Company's General Form for Registration of Securities of Small Business
Issuers on Form 10-SB/A-2 filed with the Commission on January 14, 1999.
10.3 Asset Purchase Agreement dated January 31, 2000 between the Company and
Ultra Corporation, incorporated by reference from the exhibit filing to
the Company's Report on Form 10-QSB dated March 31, 2000 filed with the
Commission on March 31, 2000.
(11) Statement re computation of per share earnings. Attached hereto.
(21) Subsidiaries/Affiliates of the Registrant. Attached hereto.
(27) Financial data schedule. Attached hereto.
(99) Additional Exhibits.
(99.1) American Solid Fuel, Inc. S-18 effective notice dated August 2,
1989 and Prospectus.(1)
(99.2) "The Motorcycle Industry" by Mike Paschke.(1)
(99.3) Reuters News Release-"Harley Rides Out US Motorcycle Boom".(1)
(99.4) Antitrust Law and Economic Review by Charles E. Mueller.(1)
(99.5) Cycle News - "In the Wind".(1)
(99.6) 1998 Yamaha Industry Comparison Data.(1)
(99.7) V-Twin control shareholders letters re: additional paid in
capital.(1)
(99.8) Form D - Notice of Sale of Securities Pursuant to Regulation D,
Section 4(6), and/or Uniform Limited Offering Exemption.(1)
20
<PAGE> 38
(99.10) Motorcycle Industry Council 1998 Annual Report (selected pages).
(2)
(99.11) Information Statement.(2)
(99.12) Motorcycle Industry Council 1999 Annual Report (1).
(99.13) Annual Information Statement of Meeting of Shareholders on August
28, 2000. Attached hereto.
(1) Incorporated by reference from the exhibit filing to the Company's Form
10-QSB and amendments thereto filed with the Commission on November 12,
1998 and February 19, 1999.
(2) Incorporated by reference from the exhibit filing to the Company's Form
10-KSB filed with the Commission on December 2, 1999.
21
