UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-----------------------------
FORM 10-QSB
(MARK ONE)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13
OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _______________ TO _______________
COMMISSION FILE NUMBER
000-25313
AGEMARK CORPORATION
(EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)
NEVADA 94-32701689
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
2614 TELEGRAPH AVENUE, BERKELEY, CALIFORNIA 94704
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE: (510) 548-6600
-----------------------------
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or 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 ___.
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by court. Yes X No ____.
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: The number of shares of Common
Stock, $.001 par value per share, outstanding on June 30, 1999, was 1,000,000.
Transitional Small Business Disclosure Format (check one): Yes ___ No X
<PAGE>
TABLE OF CONTENTS
PAGE
PART I FINANCIAL INFORMATION.................................................2
Item 1. Financial Statements.................................................2
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations...........................................9
PART II OTHER INFORMATION...................................................11
Item 6. Exhibits and Reports on Form 8-K....................................11
SIGNATURES...................................................................12
EXHIBIT INDEX................................................................13
i
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PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
INDEPENDENT ACCOUNTANT'S REPORT
To the Stockholders and
Board of Directors of
Agemark Corporation
We have reviewed the accompanying balance sheet of AGEMARK CORPORATION (a Nevada
corporation) as of June 30, 2000, and the related statement of stockholders'
equity for the nine-month period then ended and statements of operations for the
three-month and nine-month periods ended June 30, 2000 and 1999 and statements
of cash flows for the nine-month periods ended June 30, 2000 and 1999. These
financial statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim information
consists principally of applying analytical procedures to financial data and
making inquiries of persons responsible for financial and accounting matters. It
is substantially less in scope than an audit conducted in accordance with
generally accepted auditing standards, the objective of which is the expression
of an opinion regarding the financial statements taken as a whole. Accordingly,
we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements for them to be in conformity
with generally accepted accounting principles.
TIMPSON GARCIA
Oakland, California
August 9, 2000
1
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<TABLE>
AGEMARK CORPORATION
BALANCE SHEET
JUNE 30, 2000
(IN THOUSANDS EXCEPT SHARE DATA)
(UNAUDITED)
<CAPTION>
A S S E T S
<S> <C>
Cash and cash equivalents $ 322
Property and equipment, net 20,923
Deferred tax assets 445
Loan costs 42
Other assets 336
---------------
Total assets $ 22,068
===============
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Accounts payable and accrued liabilities $ 1,841
Notes payable 14,990
---------------
Total liabilities $ 16,831
---------------
STOCKHOLDERS' EQUITY
Common stock, stated value $.001, 20,000,000 shares authorized,
1,000,000 shares issued and outstanding $ 1
Additional paid in capital 5,856
Accumulated deficit (620)
Total stockholders' equity $ 5,237
---------------
Total liabilities and stockholders' equity $ 22,068
===============
</TABLE>
See accompanying notes to financial statements.
2
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<TABLE>
AGEMARK CORPORATION
STATEMENT OF OPERATIONS
(IN THOUSANDS EXCEPT SHARE DATA)
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
JUNE 30, JUNE 30,
------------------------- --------------------------
2000 1999 2000 1999
--------- --------- ---------- -----------
<S> <C> <C> <C> <C>
Revenue
Property gross revenue $ 2,533 $ 2,454 $ 7,613 $ 7,267
Other income 4 6 20 48
--------- --------- ---------- -----------
Total revenue $ 2,537 $ 2,460 $ 7,633 $ 7,315
--------- --------- ---------- -----------
Expenses
Property operating expenses $ 2,090 $ 1,966 $ 6,472 $ 5,953
Administrative and overhead expenses 196 196 608 607
Interest expense 238 210 715 669
Depreciation 158 154 472 461
--------- --------- ---------- -----------
Total expenses $ 2,682 $ 2,526 $ 8,267 $ 7,690
--------- --------- ---------- -----------
Net loss $ (145) $ (66) $ (634) $ (375)
========= ========= ========== ===========
Basic loss per common share $ (0.15) $ (0.07) $ (0.63) $ (0.38)
========= ========= ========= ==========
</TABLE>
See accompanying notes to financial statements.
3
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<TABLE>
AGEMARK CORPORATION
STATEMENT OF STOCKHOLDERS' EQUITY
NINE MONTHS ENDED JUNE 30, 2000
(IN THOUSANDS)
(UNAUDITED)
<CAPTION>
ADDITIONAL RETAINED
COMMON PAID-IN EARNINGS
STOCK CAPITAL (DEFICIT) TOTAL
-------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Balance, September 30, 1999 $ 1 $ 5,856 $ 14 $ 5,871
Net loss (634) (634)
-------------- ------------ ------------ ------------
Balance, March 31, 2000 $ 1 $ 5,856 $ (620) $ 5,237
============== ============ ============ ============
</TABLE>
See accompanying notes to financial statements.
4
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<TABLE>
AGEMARK CORPORATION
STATEMENT OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<CAPTION>
NINE MONTHS ENDED
JUNE 30,
-----------------------------
2000 1999
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (634) $ (375)
Adjustments to reconcile net loss to net cash provided by operating
activities:
Depreciation 472 461
Change in assets and liabilities:
Decrease in other assets 27 97
Increase (decrease) in accounts payable and accrued liabilities (120) 75
------------ ------------
Net cash provided by (used in) operating activities $ (255) $ 258
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property and equipment $ (134) $ (286)
------------ ------------
Net cash used in investing activities $ (134) $ (286)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on notes payable $ (27) $ (536)
New loan costs paid (42) (51)
------------ ------------
Net cash used in financing activities $ (69) $ (587)
------------ ------------
Net decrease in cash and cash equivalents $ (458) $ (615)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 780 1,469
------------ ------------
Cash and cash equivalents, end of period $ 322 $ 854
============ ============
SUPPLEMENTAL DISCLOSURES
Cash payments for:
Interest $ 460 $ 467
============ ============
Taxes $ 13 $ 2
============ ============
</TABLE>
See accompanying notes to financial statements.
5
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AGEMARK CORPORATION
NOTES TO FINANCIAL STATEMENTS
NOTE 1. BASIS OF PRESENTATION
The interim financial statements included herein have been
prepared by the Company, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in
financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations, although the Company
believes that the disclosures are adequate to make the information
presented not misleading.
These statements reflect all adjustments, consisting of normal
recurring adjustments which, in the opinion of management, are
necessary for fair presentation of the information contained
therein. It is suggested that these interim financial statements
be read in conjunction with the financial statements and notes
thereto included in the Company's annual report on Form 10-KSB for
the year ended September 30, 1999. The Company follows the same
accounting policies in preparation of interim reports.
NOTE 2. TRANSACTIONS WITH AFFILIATES
The Company contracts with Evergreen Management, Inc. ("EMI") for
the management of its owned and operated properties. EMI is
co-owned by Richard J. Westin and Jesse A. Pittore, directors and
officers of the Company. Compensation for these management
services is 4.5% of gross income paid monthly. For the three and
nine months ended June 30, 2000 management fees of $114,003 and
$342,590, respectively, are included in the property operating
expenses on the statement of operations for services provided by
EMI. At June 30, 2000, accounts payable includes $39,067 owed by
the Company to EMI.
For the three and nine months ended June 30, 2000 and 1999, the
Company paid rent for the Company's headquarters in Berkeley, CA
in the amount of $6,000 and $18,000 respectively, pursuant to a
lease between the Company and the Waterford Company, which is
owned by members of Richard J. Westin's family. The lease is for a
one-year term starting October 1, 1998 at a rent of $2,000 per
month. The lease renews automatically unless terminated by either
party. The lessee is responsible for limited maintenance and
repair expenses and all utilities. The Waterford Company is
responsible for major repairs, real estate taxes and debt service.
Note 3. Employee Stock Incentive Plan
In December, 1998 the stockholders approved the adoption of the
1997 Employee Stock Incentive Plan, a stock option plan for
certain employees and directors. The total number of shares that
may be issued upon the exercise of options under this plan
6
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AGEMARK CORPORATION
NOTES TO FINANCIAL STATEMENTS
is 250,000. Also under this plan, no participant may be granted
more than 100,000 shares and no awards may be granted after
November 21, 2007.
Effective January 1, 1999, options to purchase up to a total of
210,416 shares of common stock were granted at exercise prices
ranging from $1.00 to $1.10 per share to the officers, directors
and employees of the Company. The options will vest as follows:
Shares Price Date Fully
Granted Per Share Vested
------------ ------------- ---------------
166,666 $1.10 July 1, 1999
1,000 1.00 January 1, 2000
42,750 1.00 January 1, 2003
Effective April 1, 1999, options to purchase up to a total of
18,748 shares of common stock were granted at an exercise price of
$1.00 per share to other employees of the Company. These options
become fully vested on April 1, 2001.
On November 10, 1999, options to purchase up to a total of 5,000
shares of common stock were granted at an exercise price of $1.00
per share to employees of the Company's facility in Cumberland, MD
as a bonus for performance. These options become fully vested on
November 1, 2001.
On December 22, 1999, options to purchase up to 3,000 shares of
common stock were granted at an exercise price of $1.00 to one of
the Company's directors in consideration of his service on the
Board of Directors. These options become fully vested on December
1, 2000.
The Board of Directors of the Company has estimated the value of
the Company's common stock at $1.00 per share based on the
following considerations: there is no public market for stock; the
Company and the contributing Partnerships have no operating profit
history; the Plan of Reorganization prohibits the Company from
declaring any dividends on its common stock until certain notes
payable assumed pursuant to the Plan of Reorganization are paid in
full or otherwise satisfied; a significant portion of the
Company's cash flow for at least the near term is expected to be
devoted to debt service; and transactions affecting 50,000 shares
have been effected in the past between the former general partner
of the contributing Partnerships and certain limited partners
where the limited partnership interests were purchased by the
general partner at an equivalent value of approximately $1.00 per
share.
7
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AGEMARK CORPORATION
NOTES TO FINANCIAL STATEMENTS
Therefore, in the opinion of management, the stock option grants
are not compensatory and do not have a dilutive effect on the
calculation of earnings per share.
Currently, the Company is proposing to modify the exercise price
of all options previously granted. Under the proposal, the
exercise price will be determined after the stock is listed for
public trading and priced at the greater of 100% (110% for certain
officers and directors) of the average of the first five days'
closing price or $1.00 ($1.10 for certain officers and directors).
Accordingly, the fair market value of the options will not exceed
the fair market value of the stock prior to the determination of
the exercise price of the options.
NOTE 4. NOTES PAYABLE
Over the course of several years the Company has had discussions
with the Liquidating Trustee of the partnerships that hold
virtually all of the Company's notes. These notes provide for
interest to accrue at 8% per annum and payments to be made monthly
at 6% per annum. At this time the Liquidating Trustee has agreed
to a suspension of monthly interest payments of approximately
$57,000 per month to allow the Company to accumulate funds for
property repairs and improvements and the substantial front-end
costs required to refinance the notes. It is expected that this
moratorium on payments will extend through the end of calendar
year 2000. An additional aspect of these negotiations is a
tentative agreement by the Liquidating Trustee to allow a
substantial discount for early payoff of the current balance of
notes payable and accrued interest totaling approximately
$15,326,000.
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Statements in this Quarterly Report on Form 10-QSB concerning the
Company's outlook or future economic performance; anticipated profitability,
gross rentals, expenses or other financial items; and statements concerning
assumptions made or exceptions to any future events, conditions, performance or
other matter are "forward looking statements" as that term is defined under the
Federal Securities Laws. Forward-looking statements are subject to risks,
uncertainties, and other factors that would cause actual results to differ
materially from those stated in such statements, including those set forth under
the caption "Factors That May Affect Results" in the description of the
Company's business in the Company's Annual Report on Form 10-KSB.
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 2000 COMPARED TO THE THREE MONTHS ENDED JUNE 30,
1999
Property gross revenue increased from $2,454,000 in the three months
ended June 30, 1999 to $2,533,000 in the three months ended June 30, 2000
reflecting generally higher rental rates. Property operating expenses also
increased in the 2000 period to $2,090,000 from $1,966,000 in the 1999 period.
This increase was attributable primarily to increased maintenance, marketing and
personnel costs. Administrative expenses remained the same at $196,000 for both
periods. Interest expense was $238,000 for the three months ended June 30, 2000
compared to $210,000 for the three months ended June 30, 1999 reflecting higher
expenses on the Company's Rock Island Note partially offset by lower expenses on
the Company's tax notes which are amortizing. Depreciation expense was $158,000
in 2000 compared to $154,000.
NINE MONTHS ENDED JUNE 30, 2000 COMPARED TO THE NINE MONTHS ENDED JUNE 30, 1999
Property gross revenue increased from $7,267,000 in the nine months
ended June 30, 1999 to $7,613,000 in the nine months ended June 30, 2000
reflecting generally higher rental rates. Property operating expenses also
increased in the 2000 period to $6,472,000 from $5,953,000 in the 1999 period.
This increase was attributable primarily to increased maintenance, marketing and
personnel costs. Administrative expenses were $608,000 in 2000 compared to
$607,000 in 1999. Interest expense was $715,000 for the nine months ended June
30, 2000 compared to $669,000 for the nine months ended June 30, 1999 reflecting
higher expenses on the Company's Rock Island Note partially offset by lower
expenses on the Company's tax notes which are amortizing. Depreciation expense
was $472,000 in 2000 compared to $461,000.
LIQUIDITY AND CAPITAL RESOURCES
Net cash used in operations during the nine months ended June 30, 2000
was $255,000. The largest single expenditure during the period was to pay off
the previously appealed taxes and interest on the Port Huron, MI facility in the
amount of $247,000.
9
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The Company's investing activities for the nine months ended June 30,
2000 used $134,000 for improvements to the Company's properties. Capital
expenditures were primarily concentrated on the Company's property in Dickinson,
ND.
The Company's financing activities used $69,000 during nine months
ended June 30, 2000. Regularly scheduled principal payments of $27,000 were paid
on tax notes.
Cash and cash equivalents at June 30, 2000 totaled $322,000, down
$458,000 from September 30, 1999. The principal cause of this decrease was the
one-time payment of $247,000 to retire the entire amount of the appealed real
property taxes and interest on the Company's facility in Port Huron, MI.
Over the course of several years the Company has had discussions with
the Liquidating Trustee of the partnerships that hold virtually all of the
Company's notes. These notes provide for interest to accrue at 8% per annum and
payments to be made monthly at 6% per annum. At this time the Liquidating
Trustee has agreed to a suspension of monthly interest payments of approximately
$57,000 per month to allow the Company to accumulate funds for property repairs
and improvements and the substantial front-end costs required to refinance the
notes. It is expected that this moratorium on payments will extend through the
end of calendar year 2000. An additional aspect of these negotiations is a
tentative agreement by the Liquidating Trustee to allow a substantial discount
for early payoff of the current balance of notes payable and accrued interest
totaling approximately $15,326,000. It is this discount which makes the payoff
of the debt possible.
Management believes that funds provided from operations and cash
reserves will be adequate to support its short-term cash requirements for
capital expenditures, repayment of debt and maintenance of working capital. The
Company anticipates that new sources of capital, such as the refinancing of its
portfolio of properties, will be necessary to meet its long-term cash
requirements as presently contemplated.
10
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PART II
OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) EXHIBITS.
EXHIBIT NO. Description
---------- -----------------------
27 Financial Data Schedule
(b) REPORTS ON FORM 8-K. The Registrant filed no reports on
Form 8-K during the quarter ended June 30, 2000.
11
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AGEMARK CORPORATION
August 11, 2000 /S/ RICHARD J. WESTIN
----------------------------------------
Richard J. Westin,
Chief Executive Officer
August 11, 2000 /S/ JAMES P. TOLLEY
----------------------------------------
James P. Tolley,
Chief Financial Officer and
Chief Accounting Officer
12
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EXHIBIT INDEX
TO QUARTERLY REPORT ON FORM 10-QSB
FOR AGEMARK CORPORATION
EXHIBIT NO. EXHIBIT DESCRIPTION
27 Financial Data Schedule
13
