<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-QSB/A
(AMENDMENT NO. 1)
(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, 1999
[ ] 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 .
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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
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TABLE OF CONTENTS
Page
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PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements..................................................2
PART II. OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K......................................8
SIGNATURES ..................................................................9
EXHIBIT INDEX.................................................................10
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PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements.
AGEMARK CORPORATION
BALANCE SHEET
June 30, 1999
(In thousands except share data)
(Unaudited)
ASSETS
Cash and cash equivalents $ 854
Property and equipment, net 21,323
Deferred tax assets 445
Loan costs 61
Other assets 271
----------------
Total assets $ 22,954
================
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Accounts payable and accrued liabilities $ 2,318
Notes payable 15,035
----------------
Total liabilities 17,353
----------------
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 (256)
----------------
Total stockholders' equity 5,601
----------------
Total liabilities and stockholders' equity $ 22,954
================
See accompanying notes to financial statements.
2
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AGEMARK CORPORATION
STATEMENT OF OPERATIONS
(In thousands except share data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
June 30, June 30,
-------------------------------------------------------
1999 1998 1999 1998
------------ ------------ ---------- --------------
<S> <C> <C> <C> <C>
Revenue
Property gross revenue $ 2,454 $ 1,202 $ 7,267 $ 1,508
Other income 6 - 48 -
------------ ------------ ---------- --------------
Total revenue 2,460 1,202 7,315 1,508
------------ ------------ ---------- --------------
Expenses
Property operating expenses 1,966 1,042 5,953 1,287
Administrative and overhead expenses 196 88 607 88
Interest expense 210 95 669 172
Depreciation 154 85 461 117
------------ ------------ ---------- --------------
Total expenses 2,526 1,310 7,690 1,664
------------ ------------ ---------- --------------
Net loss $ (66) $ (108) $ (375) $ (156)
============ ============ ========== ==============
Basic loss per common share $ (0.07) $ (540.00) $ (0.38) $ (780.00)
============ ============ ========== ==============
</TABLE>
See accompanying notes to financial statements.
3
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AGEMARK CORPORATION
STATEMENT OF STOCKHOLDERS' EQUITY
Nine Months Ended June 30, 1999
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Additional Retained
Common Paid-In Earnings
Stock Capital (Deficit) Total
----- ------- --------- -----
<S> <C> <C> <C> <C>
Balance, September 30, 1998 $ 1 $ 5,856 $ 119 $ 5,976
Net loss (375) (375)
------------ -------------- ------------ ------------
Balance, March 31, 1999 $ 1 $ 5,856 $ (256) $ 5,601
============ ============== ============ ============
</TABLE>
See accompanying notes to financial statements.
4
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AGEMARK CORPORATION
STATEMENT OF CASH FLOWS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
June 30,
--------------------------
1999 1998
------------ ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (375) $ (156)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation 461 117
Change in assets and liabilities:
Decrease (increase) in other assets 97 13
Increase (decrease)in accounts payable and accrued liabilities 75 69
------------ ----------
Net cash provided by (used in) operating activities 258 43
------------ ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property and equipment (286) (56)
------------ ----------
Net cash used in investing activities (286) (56)
------------ ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Cash acquired in connection with issuance of common stock 120
Principal payments on notes payable (536) -
New loan costs paid (51)
------------ ----------
Net cash used in financing activities (587) 120
------------ ----------
Net decrease in cash and cash equivalents (615) 107
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 1,469 26
------------ ----------
Cash and cash equivalents, end of period $ 854 $ 133
============ ==========
SUPPLEMENTAL DISCLOSURES
Cash payments for:
Interest $ 467 $ 154
============ ==========
Taxes 0 0
============ ==========
</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
Agemark Corporation (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.
These interim financial statements should be read in conjunction with
the financial statements and notes thereto included in the Company's
registration statement on Form 10-SB for the year ended September 30,
1998. 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,
1999, management fees of $110,431 and $327,013, respectively, are
included in the property operating expenses on the statement of
operations for services provided by EMI. At June 30, 1999, accounts
payable included $41,770 owed by the Company to EMI.
For the three and nine months ended June 30, 1999, the Company paid
rent for the Company's headquarters in Berkeley, California 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
will automatically renew 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.
6
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AGEMARK CORPORATION
NOTES TO FINANCIAL STATEMENTS
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 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:
Exercise Date
Share Price 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.
The Board of Directors of the Company determined at the time of grants
that the estimated fair market value of the Company's common stock was
$1.00 per share based on the following considerations: there was no
public market for the stock; the Company and the contributing
Partnerships had 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 had been effected at that time 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.
The Company believes that the stock option grants are not compensatory
and that therefore they do not have a dilutive effect on the
calculation of earnings per share.
7
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PART II
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, 1999.
8
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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
February 11, 2000 /s/ RICHARD J. WESTIN
----------------------------------------
Richard J. Westin,
Chief Executive Officer
February 11, 2000 /s/ JAMES P. TOLLEY
----------------------------------------
James P. Tolley,
Chief Financial Officer and
Chief Accounting Officer
9
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EXHIBIT INDEX
TO QUARTERLY REPORT ON FORM 10-QSB/A
FOR AGEMARK CORPORATION
Exhibit No. Exhibit Description
- ----------- -------------------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEETS AND INCOME STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-START> OCT-01-1998
<PERIOD-END> JUN-30-1999
<CASH> 854
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 854
<PP&E> 22052
<DEPRECIATION> 729
<TOTAL-ASSETS> 22954
<CURRENT-LIABILITIES> 2318
<BONDS> 0
<COMMON> 1
0
0
<OTHER-SE> 5600
<TOTAL-LIABILITY-AND-EQUITY> 22954
<SALES> 7267
<TOTAL-REVENUES> 7315
<CGS> 0
<TOTAL-COSTS> 7690
<OTHER-EXPENSES> 607
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 669
<INCOME-PRETAX> (156)
<INCOME-TAX> 0
<INCOME-CONTINUING> (156)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (156)
<EPS-BASIC> (.38)
<EPS-DILUTED> 0
</TABLE>
