<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000
COMMISSION FILE NUMBER: 000-24779
V-TWIN HOLDINGS, INC.
(FORMERLY V-TWIN ACQUISITIONS, INC.)
--------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DISTRICT OF COLUMBIA 52-2110338
--------------------------------------------------------------------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1707 H ST, NW #200
WASHINGTON DC 20006
--------------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(703) 471-1823
--------------------------------------------------------------------------------
(ISSUER'S TELEPHONE NUMBER)
CHECK WHETHER THE ISSUER (1) FILED ALL REPORT REQUIRED TO BE FILE 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.
X YES NO
------ ------
THE NUMBER OF SHARES OUTSTANDING AS OF SEPTEMBER 30, 2000 WAS 4,127,733.
<PAGE> 2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BALANCE SHEETS AS OF SEPTEMBER 30, 2000
AND JUNE 30, 2000 F-2
STATEMENTS OF OPERATIONS FOR THE
THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999 F-3
STATEMENTS OF STOCKHOLDERS' EQUITY F-4
STATEMENTS OF CASH FLOWS FOR THE
THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999 F-5
NOTES TO FINANCIAL STATEMENTS F-6 THROUGH F-13
2
<PAGE> 3
FINANCIAL STATEMENTS
IN THE OPINION OF THE MANAGEMENT OF V-TWIN HOLDINGS, INC. ("THE COMPANY"), THE
ACCOMPANYING UNAUDITED INTERIM COMBINED FINANCIAL STATEMENTS CONTAIN ALL
ADJUSTMENTS NECESSARY OF A FAIR PRESENTATION OF THE COMPANY'S FINANCIAL
CONDITION AS OF SEPTEMBER 30, 2000 AND JUNE 30, 2000, AND THE RESULTS OF ITS
OPERATIONS AND CASH FLOWS FOR THE THREE MONTH PERIODS ENDED SEPTEMBER 30, 2000
AND 1999.
THE ACCOMPANYING UNAUDITED COMBINED FINANCIAL STATEMENTS HAVE BEEN PREPARED
PURSUANT TO THE RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION.
CERTAIN INFORMATION AND NOTE DISCLOSURES NORMALLY INCLUDED IN ANNUAL FINANCIAL
STATEMENTS PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
HAVE BEEN CONDENSED OR OMITTED PURSUANT TO THOSE RULES AND REGULATIONS, ALTHOUGH
THE COMPANY'S MANAGEMENT BELIEVES THAT THE DISCLOSURES AND INFORMATION PRESENTED
ARE ADEQUATE AND NOT MISLEADING. REFERENCE IS MADE TO THE DETAILED FINANCIAL
STATEMENT DISCLOSURES WHICH SHOULD BE READ IN CONJUNCTION WITH THIS REPORT AND
ARE CONTAINED IN THE NOTES TO COMBINED FINANCIAL STATEMENTS INCLUDED IN THE
COMPANY'S FORM 10-KSB FILED OCTOBER 13, 2000.
F-1
3
<PAGE> 4
V-TWIN HOLDINGS, INC. AND AFFLIATE
Combined Balance Sheets
<TABLE>
<CAPTION>
September 30, June 30,
2000 2000
---- ----
<S> <C> <C>
ASSETS
Current assets:
Cash $ 356,537 $ 472,394
Restricted cash 185,177 183,623
Accounts receivable, net 624,604 643,591
Inventory, net 4,380,243 3,765,020
Other current assets 222,893 178,481
----------- -----------
Total current assets 5,769,454 5,243,109
Property and equipment, net 752,563 247,760
Goodwill 920,843 936,843
----------- -----------
Total assets $ 7,442,860 $ 6,427,712
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of notes payable, capital lease
obligations and floorplan debt $ 3,026,652 $ 2,723,079
Accounts payable 655,079 526,188
Accrued expenses 290,400 207,419
Customer deposits 84,047 88,154
----------- -----------
Total current liabilities 4,056,178 3,544,840
Note payable and capital lease obligations,
less current maturities 2,496,263 2,087,712
Stockholders' equity
Preferred stock 68 -
Common stock 4,127 4,127
Aditional paid-in-capital 2,907,374 2,280,223
Accumulated deficit (2,021,150) (1,489,190)
----------- -----------
Total stocholders' equity 890,419 795,160
----------- -----------
Total liabilities and stockholders' equity $ 7,442,860 $ 6,427,712
=========== ===========
</TABLE>
F-2
<PAGE> 5
V-TWIN HOLDINGS, INC. AND AFFLIATE
Combined Statements of Operations
<TABLE>
<CAPTION>
For the quarters ended September 30,
2000 1999
---- ----
<S> <C> <C>
Revenues:
Sales income $ 4,549,704 $ 1,410,277
Service income 458,463 95,472
-------------- --------------
Total revenue 5,008,167 1,505,749
Cost of goods sold 4,108,130 1,094,195
-------------- --------------
Gross margins 900,037 411,554
Operating expenses 1,350,089 489,359
-------------- --------------
Operating loss (450,052) (77,805)
Other expenses/(income):
Interest expense 78,240 14,087
Other expense 3,668 --
-------------- --------------
Total other expenses, net 81,908 14,087
-------------- --------------
Net loss $ (531,960) $ (91,892)
============== ==============
Net loss per common share:
Basic and diluted $ (0.13) $ (0.02)
============== ==============
Weighted average number of outstanding
common shares 4,127,833 3,650,000
============== ==============
</TABLE>
F-3
<PAGE> 6
V-TWIN HOLDINGS, INC. AND AFFILIATE
Combined Statements of Stockholders' Equity
For the Three Months Ended September 30, 2000
<TABLE>
<CAPTION>
Preferred Stock Common Stock
-----------------------------------------------------------
Shares Amount Shares Amount
------ ------ ------ ------
<S> <C> <C> <C> <C>
Balance at June 30, 2000 - $ - 4,127,833 $ 4,127
=========== =========== =========== ===========
Issuance of preferred stock 68,582 68 - -
Net loss - - - -
----------- ----------- ----------- -----------
Balance at September 30, 2000 68,582 $ 68 4,127,833 $ 4,127
=========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Additional Total
Paid in Accumulated Stockholders'
Capital Deficit Equity
------- ------- ------
<S> <C> <C> <C>
Balance at June 30, 2000 $ 2,280,223 $(1,489,190) $ 795,160
=========== =========== ===========
Issuance of preferred stock 627,151 - 627,219
Net loss - (531,960) (531,960)
----------- ----------- -----------
Balance at September 30, 2000 $ 2,907,374 $(2,021,150) $ 890,419
=========== =========== ===========
</TABLE>
F-4
<PAGE> 7
V-TWIN HOLDINGS, INC. AND AFFILIATE
Combined Statements of Cash Flows
For the quarters ended September 30,
<TABLE>
<CAPTION>
2000 1999
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (531,960) $ (91,892)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 30,698 2,690
Changes in operating assets and liabilities:
Accounts receivable 18,987 38,099
Inventory (293,828) 6,621
Other current assets (42,412) 19,014
Accounts payable 112,792 45,010
Accrued expenses 82,981 (12,369)
Customer deposits (4,107) (11,689)
------------ ------------
Net cash used in operating activities (626,849) (4,516)
------------ ------------
Cash flows from investing activities:
Purchase of retail store (50,000) -
Additions to property and equipment (83,420) (14,809)
Increase in investments (1,554) (30,170)
------------ ------------
Net cash used in investing activities (134,974) (44,979)
------------ ------------
Cash flows from financing activities:
Net increase(decrease) in short-term debt 18,747 (181,565)
Proceeds from sale of stock 627,219 167,000
------------ ------------
Net cash provided by (used in) financing activities 645,966 (14,565)
------------ ------------
Net decrease in cash (115,857) (64,060)
Cash at beginning of period 472,394 220,460
------------ ------------
Cash at end of period $ 356,537 $ 156,400
============ ============
</TABLE>
F-5
<PAGE> 8
V-TWIN HOLDINGS, INC. AND AFFILIATE
Notes to Combined Financial Statements
Three months ended September 30, 2000 and 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
were 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, Inc. to facilitate the
creation of an e-commerce and business to business website. CycleClick.com, Inc.
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 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.
F-6
<PAGE> 9
V-TWIN HOLDINGS, INC. AND AFFILIATE
Notes to Combined Financial Statements
Three months ended September 30, 2000 and 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 September 30, 2000 and June 30, 2000, the
allowance for doubtful accounts was $48,000 and $64,000, 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.
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.
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.
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 September 2000, the Company purchased certain assets and assumed certain
liabilities of a
F-7
<PAGE> 10
V-TWIN HOLDINGS, INC. AND AFFILIATE
Notes to Combined Financial Statements
Three months ended September 30, 2000 and 1999
motorcycle retail store for $50,000 in cash. The assets acquired include parts
and accessory inventory, equipment, building and land. The debts assumed include
the mortgage on the land and building and other long-term debt. 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 assets and liabilities assumed. The purchase price was allocated
to the assets and liabilities acquired based upon their respective fair market
values. No goodwill was recognized in connection with this transaction.
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 APB Opinion No. 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 $16,000
for the three months ended September 30, 2000.
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>
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
F-8
<PAGE> 11
V-TWIN HOLDINGS, INC. AND AFFILIATE
Notes to Combined Financial Statements
Three months ended September 30, 2000 and 1999
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>
September 30, June 30,
2000 2000
------------- -------------
<S> <C> <C>
Motorcycles and other vehicles ..................................... $ 3,609,766 $ 3,113,013
Parts and accessories .............................................. 939,477 831,007
Reserve for obsolescence ........................................... (169,000) (179,000)
------------- -------------
$ 4,380,243 $ 3,765,020
============= =============
</TABLE>
6. PROPERTY AND EQUIPMENT
Property and equipment consists of the following:
<TABLE>
<CAPTION>
September 30, June 30,
2000 2000
------------- -------------
<S> <C> <C>
Land and building ............................... $ 416,081 $ -
Office and computer equipment ................... 111,819 81,348
Machinery and equipment ......................... 131,084 116,396
Vehicles ........................................ 109,218 61,332
Leasehold improvements .......................... 28,995 18,620
------------- -------------
797,197 277,696
Less: accumulated depreciation and amortization . (44,634) (29,936)
------------- -------------
$ 752,563 $ 247,760
============= =============
</TABLE>
Depreciation and amortization expense for property and equipment was $14,698 and
$2,690 for the three months ended September 30, 2000 and 1999, respectively.
7. DEBT
Floorplan
The Company finances its motorcycle inventory for all stores through floorplan
financing
F-9
<PAGE> 12
V-TWIN HOLDINGS, INC. AND AFFILIATE
Notes to Combined Financial Statements
Three months ended September 30, 2000 and 1999
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 $2,906,299 at September 30, 2000 and $2,644,892 at June 30,
2000.
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 September 30, 2000 and June 30, 2000, $1,112,825 was
outstanding under the credit facility. For the three months ended September 30,
2000, the Company accrued interest expense totaling $13,900.
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
September 30, 2000 and June 30, 2000, the Company has classified this debt as
long-term.
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.
Lease Commitments
The Company has lease commitments for its retail locations ranging from one
month to nine years. In addition, the monthly rental expense ranges from $2,500
to $14,000.
In November 1999, the Affiliate also placed a security deposit of $7,850 to move
its Springfield
F-10
<PAGE> 13
V-TWIN HOLDINGS, INC. AND AFFILIATE
Notes to Combined Financial Statements
Three months ended September 30, 2000 and 1999
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.
Rent expense for the three months ended September 30, 2000 and 1999 was $146,422
and $41,974, respectively.
9. STOCKHOLDERS' EQUITY
Stockholders' equity is comprised of the following:
<TABLE>
<CAPTION>
September 30, June 30,
2000 1999
------------------ -------------
<S> <C> <C>
Preferred stock
Company - $.001 par; 2,000,000 shares authorized;
68,582 and 0 shares issued and outstanding at
September 30, 2000 and June 30, 2000,
respectively .............................................. $ 68 $ -
============= =============
Common stock
Company - $.001 par; 25,000,000 shares authorized;
4,127,833 shares issued and outstanding at
September 30, 2000 and June 30, 2000 ...................... $ 4,127 $ 4,127
Affiliate - $.001 par - 100 shares, authorized, issued
and outstanding ............................................. - -
------------- -------------
Total common stock ................................. $ 4,127 $ 4,127
============= =============
Additional paid-in-capital
Company ..................................................... $ 2,907,274 $ 2,280,123
Affiliate ................................................... 100 100
------------- -------------
Total additional paid in capital ................... $ 2,907,374 $ 2,280,223
============= =============
Accumulated deficit
Company ..................................................... $ (1,192,283) $ (951,789)
Affiliate ................................................... (828,867) (537,401)
------------- -------------
Total accumulated deficit .......................... $ (2,021,150) $ (1,489,190)
============= =============
</TABLE>
Preferred Stock
The Company has authorized 2,000,000 shares of preferred stock, of which
1,000,000 shares of the preferred stock is designated as convertible preferred
stock. The convertible preferred stock is convertible into 2.857 shares of the
Company's common stock or ten common shares of the Company's subsidiary,
Cycleclick.com, Inc. During the three months ended September
F-11
<PAGE> 14
V-TWIN HOLDINGS, INC. AND AFFILIATE
Notes to Combined Financial Statements
Three months ended September 30, 2000 and 1999
30, 2000, the Company issued 68,582 shares of convertible preferred stock to
various investors at a price of $10 per share. The net proceeds of such
issuances totaled $627,219.
Warrants
At September 30, 2000, the Company had 715,000 shares of common stock reserved
for outstanding warrants. These warrants have an exercise price ranging from
$1.67 to $9.50 per share. The exercise period expires at various dates through
March 31, 2005. No warrants were issued or exercised during the three months
ended September 30, 2000.
10. EARNINGS PER SHARE
The following data shows the amounts used in computing basic and diluted
earnings per share for the three months ended September 30, 2000 and 1999.
<TABLE>
<CAPTION>
September 30, September 30,
2000 1999
------------------- --------------------
<S> <C> <C>
Net loss to common shareholders $ (531,960) $ (91,892)
================== ===================
Weighted average number of
outstanding common shares 4,127,833 3,650,000
================== ==================
Net loss - basic and diluted $ (0.13) $ (0.02)
================== ==================
</TABLE>
11. 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 September 30, 2000 and June 30, 2000, the Company has $1,112,825
outstanding under this credit facility. In connection with this credit facility,
the Company accrued interest expense of $13,900 during the quarter ended
September 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
F-12
<PAGE> 15
V-TWIN HOLDINGS, INC. AND AFFILIATE
Notes to Combined Financial Statements
Three months ended September 30, 2000 and 1999
have been eliminated. No interest payments were made during the quarter ended
September 30, 2000.
12. SUPPLEMENTAL INFORMATION TO STATEMENTS OF CASH FLOWS
Interest paid during the quarter ended September 30, 2000 and 1999 was $69,951
and $14,087, respectively. No federal or state income taxes have been paid.
F-13
<PAGE> 16
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
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 in the Company's Form 10-KSB filed October 13, 2000 with the
Commission.
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. (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 a motorcycle
dealership in Texas in September 2000 and five motorcycle dealerships from Ultra
Acquisition Company in January 2000. The Company formed CycleClick.com, Inc. on
March 24, 2000 to facilitate the creation of an e-commerce and business to
business website. CycleClick.com, Inc. is a wholly owned subsidiary of V-Twin
Holdings, Inc.
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
officers and directors, and it is organized under the laws of Virginia. The
Affiliate has managed the two Cycle Sport stores since May 1999.
Business and Plan of Operation
The Company is primarily engaged in the acquisition and management of motorcycle
dealerships and related businesses. The Company continues to identify and review
potential acquisitions. The Virginia entity ("the Affiliate") sells motorcycles
and related service, parts and accessories. The Virginia entity initiated
operations on May 1, 1999. For purposes of this document, the "Company" shall
include the operations of the public company and its Affiliate. The Company
operates six stores located in Virginia, Texas and California.
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. However, due to the
Company's net losses in this quarter and the prior quarter, the Company does not
anticipate purchasing new dealerships for a period of time as management
concentrates on bringing its current dealerships to profitability.
4
<PAGE> 17
Results of operations
Total revenue for the quarter ending September 30, 2000 was $5.0 million and
$1.5 million for the same period in 1999. The increase in revenue is primarily
attributable to revenue from the stores purchased in January 2000. In addition,
for the two stores in operation during 1999, revenue increased 11% for the same
period in 2000. Gross profit as a percent of total revenue decreased from 27% at
September 30, 1999 to 18% at September 30, 2000.
The Company sells new and used motorcycles, all terrain vehicles and personal
watercrafts, related parts and accessories, and the service of these products.
Sales of new and used motorcycles comprised 75% and 90% of total revenue at
September 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 operates two stores under the name, Cycle Sport, located in
Virginia. The majority of the motorcycles sold at these stores have average
retail prices ranging from $8,000 to $12,000. At September 30, 2000, the Company
had four Bikers Dream stores, two in California and two in Texas. 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 from Ultra
Motorcycle Company. During the period ending September 30, 2000, the Company was
reliant upon Ultra Motorcycle Company to provide new motorcycles for the Bikers
Dream stores. During the quarter ended September 30, 2000, sales of Ultra
motorcycles accounted for 39% of total company motorcycle sales. However, 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 private persons. The Company anticipates increasing
the purchasing and selling of used motorcycles to further decrease its reliance
upon any one particular manufacturer.
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.
Operating expenses include compensation and benefits, other labor costs, rent
and facility costs, advertising, accounting, consulting, legal and other
selling, general and administrative expenses. The Company's operating expenses
increased to $1.4 million for the quarter ended September 30, 2000 from $489,359
for the same period in 1999. Operating expense as a percent of total revenue
improved to 28% for the quarter from 32% for the same period in 1999. The higher
dollar amount of expenses is primarily due to additional expenses associated
with the new stores purchased in January 2000. In addition, during the quarter
ended September 30, 2000, the Company increased advertising and promotion
expenses at several of its stores. The Company anticipates a similar level of
advertising expense during the third and fourth quarters of fiscal 2001. 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.
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<PAGE> 18
The Company had a net loss of $531,960 or ($0.13) per share for the period
ending September 30, 2000 and a net loss of $91,892 or ($0.02) per share for the
same period in 1999.
The Company continues to review each store's operating results in order to
increase revenue, reduce costs and improve profitability. The Company has closed
two unprofitable stores since May 2000 and purchased another dealership in
September 2000. Due to the Company's net losses in this quarter and the prior
quarter, the Company does not anticipate purchasing new dealerships for a period
of time as management concentrates on bringing its current dealerships to
profitability.
The Company has also 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. Additional new sources of salable motorcycles
include purchasing used inventory from auctions and private persons. The Company
anticipates increasing the purchasing and selling of used motorcycles to further
decrease its reliance upon any one particular manufacturer. Management
anticipates sales of such motorcycles to have a positive impact on revenue for
the third and fourth quarters of fiscal 2001.
Liquidity
The Company anticipates meeting its working capital needs through operations and
the private placement of securities to accredited investors. During the quarter
the Company raised $627,000 through the sale of preferred stock. The Company
anticipates raising additional funds, if necessary, to acquire additional
dealerships, to fund its e-commerce enterprise, and as needed, for operations.
During the quarter ended September 30, 2000, the Company purchased a motorcycle
dealership for $50,000 cash and the assumption of certain debt. Assets purchased
included parts and accessory inventory, equipment, building and land.
Liabilities assumed included the mortgage on the building and land, and certain
other long-term debt. The purchase price was allocated to the assets and
liabilities acquired based upon their respective fair market values. No goodwill
was recognized in connection with this transaction.
At September 30, 2000, the Company had $1.3 million of working capital. The
total assets of the Company at September 30, 2000 were $7.4 million and at June
30, 2000 were $6.4 million. The Company has invested in additional inventory,
including new and used motorcycles and purchased land and a building as part of
the acquisition mentioned above. The Company's liabilities increased to $6.6
million at September 30, 2000 from $5.6 million at June 30, 2000. The Company's
debt increased due to the Company's ability to finance additional motorcycle
purchases and the assumption of debt from the September 2000 acquisition. Total
capital was $890,419 at September 30, 2000, and at June 30, 2000 was $795,160.
During the quarter the Company raised $627,000 through the sale of preferred
stock.
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 September 30, 2000, floorplan financing
totaled $2.9 million, and is classified as short-term debt. The Company has
floorplan financing arrangements with several financing companies. Investments
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<PAGE> 19
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 $531,960 for the quarter ending September
30, 2000 and $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.
OTHER - RISKS
Potential Inability To Finance Future Capital Needs; Operating Loss
The Company's operations to date have consumed substantial amounts of cash. 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.
Motorcycle Manufacturers' Control Over Dealers
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. 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. 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
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<PAGE> 20
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.
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
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.
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
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<PAGE> 21
of these risks could have a material and adverse effect on the Company's
business, operating results and financial condition.
Manufacturers' Consent To Acquisitions And Market Expansion
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, the 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.
PART II - OTHER INFORMATION
ITEM 1. 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
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 2. CHANGES IN SECURITIES
The Company believes that the 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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<PAGE> 22
<TABLE>
<CAPTION>
DATE TITLE AMOUNT CONSIDERATION PURCHASER
SHARES
<C> <C> <C> <C> <C> <C>
9/00 Preferred Stock 68,582 $ 627,000 (1) Private investors
</TABLE>
(1) Effective September 30, 2000, the Company issued 68,582 preferred shares
to private investors.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
NONE
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(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.
SIGNATURE
In accordance with Section 12 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.
November 30, 2000
V-Twin Holdings, Inc.
/s/ Gary S. Davidson, Chief Financial Officer
---------------------------------------------
Gary S. Davidson, Chief Financial Officer
10
<PAGE> 23
EXHIBIT INDEX
Exhibit
No.
10.1 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.
10.2 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.
10.3 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.
10.4 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.
10.5 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)
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<PAGE> 24
(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, incorporated by
reference from the exhibit filing to the Company's
Form 10-KSB filed with the Commission on October 13,
2000.
(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.
12
