U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
XX QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
--- ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
--- ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______ TO ______.
COMMISSION FILE NUMBER 000-31143
---------
GAVELLA CORP.
------------------
(Exact name of business issuer as specified in its charter)
Delaware 22-3742159
-------- ----------
(State or other jurisdiction (IRS Employer Identification
of incorporation) number)
215 West Main Street, Maple Shade, New Jersey 08052
---------------------------------------------- -------
(Address of principal executive offices) (Zip code)
(856) 667-0600
--------------
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required 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 XX No
---- ----
The Company had 2,000,000 shares of common stock, par value $.001 per share,
outstanding as of November 3, 2000
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [XX]
-1-
GAVELLA CORP. AND SUBSIDIARY
INDEX
PAGE
PART 1. FINANCIAL INFORMATION ----
ITEM 1. FINANCIAL STATEMENTS
GAVELLA CORP. AND SUBSIDIARY
-------------------------
CONSOLIDATED BALANCE SHEETS AS OF
SEPTEMBER 30, 2000 AND 1999...............................3
CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999.........4
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999.........5
CONSOLIDATED STATEMENTS OF CHANGES IN
STOCKHOLDERS' EQUITY FOR THE NINE MONTHS
ENDED SEPTEMBER 30, 2000 AND 1999.........................6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS................8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS......................10
PART II. OTHER INFORMATION...............................................14
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K.................14
SIGNATURES..........................................................15
-2-
GAVELLA CORP. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2000 AND 1999
(Unaudited)
ASSETS (Accounting)
Predecessor
2000 1999
----------- -----------
Rental property, net $ 3,222,115 $ 3,261,279
Cash 122,967 66,485
Cash held in escrow 42,646 43,943
Accounts receivable 4,458 6,361
Prepaid expenses 65,045 59,257
Deferred financing costs, net 60,411 69,051
----------- -----------
Total Assets $ 3,517,642 $ 3,506,376
=========== ===========
LIABILITIES AND DEFICIT
Liabilities
Mortgage notes payable $3,327,423 $ 3,364,530
Notes payable 198,103 225,000
Accrued interest 41,636 41,876
Accounts payable 6,608 15,220
Accrued expenses 33,130 23,188
Security deposits payable 77,261 65,379
----------- -----------
Total Liabilities 3,684,161 3,735,193
Minority Interest -0- -0-
Stockholders' Deficit
Investment by predecessor -0- ( 228,817)
Common stock, $.001 par value,
3,000,000 shares authorized, 2,000,000
shares issued and outstanding 2,000 -0-
Additional paid in capital 175,500 -0-
Accumulated deficit ( 344,019) -0-
----------- -----------
Total stockholders' deficit ( 166,519) ( 228,817)
----------- -----------
Total Liabilities and Deficit $3,517,642 $ 3,506,376
=========== ===========
-3-
GAVELLA CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(Unaudited)
(Accounting)
Predecessor
2000 1999
----------- -----------
Revenues
Rental real estate $ 624,559 $ 600,293
----------- -----------
Total revenues 624,559 600,293
Operating expenses
Administrative expenses 114,506 112,240
Utilities expense 61,650 64,276
Operating and maintenance 85,235 79,383
Taxes and insurance 93,643 89,794
Depreciation and amortization 88,631 80,801
----------- -----------
Total operating expenses 443,665 426,494
Operating income 180,894 173,799
Other income (expense)
Interest income 1,934 1,294
Interest expense ( 231,415) ( 228,770)
----------- -----------
Total other income (expense) ( 229,481) ( 227,476)
----------- -----------
Net loss ( 48,587) ( 53,677)
Accumulated deficit - beginning ( 251,432) ( 184,140)
Contributed additional capital 6,000 9,000
Issuance of common stock, net of
stock issuance costs 127,500 -0-
----------- -----------
Accumulated deficit - ending ($ 166,519) ($ 228,817)
=========== ===========
Basic net loss per share - pro forma ($ .02) ($ .03)
=========== ===========
Average number of common shares outstanding -
Basic - pro forma 2,000,000 2,000,000
=========== ===========
-4-
GAVELLA CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(Unaudited)
(Accounting)
Predecessor
2000 1999
----------- -----------
Cash flows from operating activities:
Net loss ($ 48,587) ($ 53,677)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization expense 88,631 80,801
(Increase) decrease in:
Accounts receivable 8,528 4,168
Prepaid expenses ( 12,442) ( 9,429)
Cash held in escrow 8,935 8,856
Increase (decrease) in:
Accounts payable ( 10,662) ( 6,625)
Accrued expenses 12,357 ( 2,467)
Other liabilities ( 4,269) ( 3,571)
Security deposits payable 7,977 8,972
----------- -----------
Net cash provided by operating activities 50,468 27,028
----------- -----------
Cash flows from investing activities:
Purchases of property and equipment ( 36,738) ( 14,823)
----------- -----------
Net cash used in investing activities ( 36,738) ( 14,823)
----------- -----------
Cash flows from financing activities:
Repayment of mortgage notes payable ( 28,112) ( 25,899)
Repayment of short-term notes ( 103,426) ( 3,900)
Proceeds from notes payable 30,000 10,000
Additional contribution from predecessor 127,500 -0-
Contributed additional capital 6,000 9,000
----------- -----------
Net cash provided by
(used in) financing activities 31,962 ( 10,799)
----------- -----------
Increase in cash 45,692 1,406
Cash, beginning 77,275 65,079
----------- -----------
Cash, ending $ 122,967 $ 66,485
=========== ===========
-5-
GAVELLA CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(Unaudited)
SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION (continued):
Cash paid for interest $ 231,415 $ 228,770
=========== ==========
Non-cash investing and financing activities:
On August 7, 2000, the assets and liabilities of Spring Village
Holdings, Inc., a wholly owned subsidiary of APTA Holdings, Inc., were
transferred to the Company in exchange for 2,000,000 shares of Gavella common
stock. In addition, APTA Holdings contributed $170,000 to the Company and
incurred $42,500 of stock issuance costs of which $17,500 is included in
accrued expenses as of September 30, 2000. The transaction is summarized as
follows:
Additional contribution from predecessor 170,000
Stock issuance costs paid ( 25,000)
-------------
Cash received from predecessor $ 145,000
=============
-6-
GAVELLA CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Investment Additional Total
By Common Stock Paid-in Accumulated Stockholder's
Predecessor Shares Amount Capital Deficit Deficit
----------- ----------------- -------- ------------ -------------
Balance,
01/01/99 $(184,140) 0 $ 0 $ 0 $ 0 $ (184,140)
Contribution
from
Predecessor 9,000 0 0 0 0 9,000
Net loss (53,677) 0 0 0 0 (53,677)
------------ --------- ----- -------- ----------- -------
Balance
09/30/99 $(228,817) 0 $ 0 $ 0 $ 0 $(228,817)
Balance
01/01/00 $(251,432) 0 $ 0 $ 0 $ 0 $(251,432)
Net loss
prior to
initial
capitali-
zation ( 40,949) 0 $ 0 $ 0 $ 0 $( 40,949)
Contribution
from
Predecessor 6,000 0 0 0 0 6,000
Initial
capitali-
zation
resulting
from
contribution
of assets
and
liabilities
from
predecessor 286,381 2,000,000 2,000 48,000 (336,381) 0
Additional
contribution
from
predecessor,
net of
stock
issuance
costs 0 0 0 127,500 0 127,500
Net loss
subsequent to
spin-off 0 0 0 0 ( 7,638) ( 7,638)
------------ --------- ----- -------- ----------- -------
Balance
09/30/00 0 2,000,000 $2,000 $175,500 ($344,019) $(166,519)
============ ========= ===== ======== =========== =======
</TABLE>
-7-
GAVELLA CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)
Note 1 - Organization
On June 21, 2000, Gavella Corp. ("Gavella") was formed for the purpose
of effectuating a spin-off of the real estate operations of APTA Holdings,
Inc. ("APTA"). APTA is a financial services holding company. Through its
subsidiaries, APTA is engaged in two lines of business: owning and operating
income-producing real estate, and the originating and servicing of loans to
businesses and consumers, generally secured by real estate or other assets.
On August 7, 2000, APTA transferred all of the assets and liabilities of its
100% wholly owned subsidiary, Spring Village Holdings, Inc. to Gavella in
exchange for 2,000,000 shares of $.001 par value Gavella common stock.
Note 2 - Summary of Significant Accounting Policies
The summary of significant accounting policies is included in the notes
to the consolidated financial statements for the years ended December 31,
1999 and 1998 which were audited and appear in the Form 10SB registration
statement filed by the Company.
Note 3 - Unaudited Financial Statements
The consolidated balance sheet as of September 30, 2000 and 1999 and the
related consolidated statements of operations and deficit, and cash flows for
the nine months ended September 30, 2000 and 1999, and the related
information contained in these notes have been prepared by management without
audit. In the opinion of management, all accruals (consisting of normal
recurring accruals) which are necessary for a fair presentation of financial
position and results of operations for such periods have been made. Results
for an interim period should not be considered as indicative of results for a
full year.
Note 4 - Basis of Presentation
The consolidated financial statements for periods prior to the spin off
include only those assets and liabilities contributed by APTA as described
above. These financial statements have been prepared using APTA's historical
basis of the assets and liabilities and the historical results of operations
and have been prepared in accordance with the rules and regulations of the
Securities and Exchange Commission applicable for subsidiaries which have
been spun off. These rules stipulated that statements shall be prepared as
if the entity had existed prior to the existence of the new company. Such
statements are not those of a real entity, but describe a hypothetical
"accounting predecessor" to Gavella Corp. The financial statements presented
include all the operations of the Company as well as the operations of the
Company's predecessor prior to the spin-off, and have been accounted for in a
manner similar to that in a pooling of interests.
-8-
GAVELLA CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)
Note 4 - Basis of Presentation (continued)
In management's opinion, the accompanying consolidated financial
statements include all common and corporate level expenses which would have
been incurred on behalf of the accounting predecessor by APTA. Management has
allocated such expenses based on its best estimate of the actual time and
effort expended for the benefit of Gavella Corp., and believes such
allocation to be reasonable. Additional corporate overhead expenses of $3,000
per quarter have been allocated to Gavella prior to spin-off and are included
in administrative expenses in the accompanying consolidated statement of
operations and deficit with the offsetting credit amount reflected as
contributed additional capital.
Net loss per Share - Pro Forma
Net loss per share has been computed giving effect to the issuance of
2,000,000 shares of Gavella Corp. for APTA's investment in Spring Village
Holdings, Inc. Accordingly, weighted average common shares outstanding have
been computed based on the shares outstanding of Gavella Corp. for the
respective period. Calculated earnings per share may not be representative
of earnings per share subsequent to the transfer of the assets and
liabilities from APTA since the level of other expenses incurred by Gavella
Corp. may be higher than was incurred on a historical basis.
-9-
ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following discussion and analysis should be read in conjunction with the
Consolidated Financial Statements and Notes thereto appearing elsewhere in
this Form 10-QSB and in the previously filed Form 10-SB for the period ending
June 30, 2000.
General
-------
Gavella Corp. ("Gavella" or the "Company") was incorporated on June 21, 2000
in the State of Delaware as a wholly owned subsidiary of Apta Holdings, Inc.
("Apta"). On August 7, 2000, APTA transferred all of the assets and
liabilities of its 100% wholly owned subsidiary, Spring Village Holdings,
Inc. to Gavella in exchange for 2,000,000 shares of $.001 par value Gavella
common stock. Spring Village Holdings, Inc. owns an 80% controlling interest
in SVG Properties, L.P., a New Jersey limited partnership (the
"Partnership"). The Partnership owns a 124 unit apartment complex. The
transfer of Spring Village Holdings, Inc. to Gavella was due to a decision by
Apta's Board of Directors to separate the finance business and the real
estate business into two separate corporations. The Apta Board of Directors
has also authorized that the Apta shareholders will receive one share of
Gavella for each share of Apta owned by the shareholders of record as of a
date to be determined by Apta's Board of Directors. It is anticipated that
Apta will retain approximately 10% of the Gavella shares after the spin-off.
The chart below depicts the Company's corporate structure:
------------------
| Gavella Corp. |
------------------
100%
|
-----------------------------
| Spring Village Holdings, Inc.|
-----------------------------
|
|
80%
----------------------
| SVG Properties, L.P. |
----------------------
The following discussion of the business of the Company includes the business
of Spring Village Holdings, Inc.
The Company is currently engaged in one line of business; owning and
operating income producing real estate.
-10-
<PAGE>
On December 31, 1995, Spring Village Holdings, Inc. acquired, for $50,000, an
80% controlling interest in a 124 unit apartment complex located in Sharon
Hill, Pennsylvania. The Partnership secured bridge financing to make certain
improvements needed to refinance the property. Upon completion of the
improvements, rents, occupancy and net cash flow increased and the property
was successfully refinanced on September 19, 1997. Subsequent to the
refinancing, the Partnership has used its positive operating cash flow to
reduce debt.
The consolidated financial statements include the accounts of Gavella Corp.
and its wholly owned subsidiary, Spring Village Holdings, Inc. Spring Village
Holdings, Inc. is the sole general partner of SVG Properties, L.P. and
completely controls the partnership. Accordingly, the accounts of Spring
Village Holdings, Inc. include its 80% partnership interest in SVG
Properties, L.P. (T/A Spring Village Apartments). All significant
intercompany transactions and accounts have been eliminated.
For financial reporting purposes, the assets, liabilities, results of
operations and cash flows of the partnership are included in the Company's
consolidated financial statements. The outside investors' limited
partnership interests have been reflected as minority interests.
The Company has had a history of losses and as of September 30, 2000 reported
an accumulated deficit of $344,019. The Company has generated a positive
cash flow from operations in the last two years, and anticipates breakeven
net cash flow after all scheduled debt service in 2000. There can be no
assurance that the Company will be successful in its efforts to generate
sufficient cash flow to meet its scheduled debt service or other cash
requirements.
The Company intends to utilize its contacts and business expertise to locate
and acquire additional properties, primarily apartments, preferably those
that are undervalued or which can be acquired at less than fair value due to
the financial difficulties of their owners. There is no assurance that such
properties can be obtained under terms and conditions that are favorable to
the Company.
Results of Operations
----------------------
The following discussion is for the nine months ending September 30, 2000 and
1999, respectively.
The Company reported total revenues of $624,559 and $600,293 in 2000 and
1999, respectively, an increase of $24,266 or 4%. Occupancy was
approximately 95% and 94%, respectively. The higher occupancy and a small
increase in the average unit rental rate resulted in the increase in rental
revenue.
Total operating expenses increased from $426,494 in 1999 to $443,665 in 2000,
an increase of $17,171 or 4%.
-11-
<PAGE>
Administrative expenses increased to $114,506 in 2000 from $112,240 in 1999.
Utilities decreased by $2,626. Operating and maintenance expense increased
from $79,383 in 1999 to $85,235 in 2000. Taxes and insurance increased by
$3,849, primarily due to expanded insurance coverage and a switch from
subcontractors to employees. Depreciation increased by $7,830 to $88,631 in
2000, reflecting recent capital improvements being depreciated. Operating
income increased from $173,799 in 1999 to $180,894 in 2000, primarily due to
the increases in total revenues discussed above, which were only partially
offset by higher expenses.
Net interest expense increased by $2,005 from $227,476 in 1999 to $229,481 in
2000.
Net loss decreased from ($53,677) in 1999 to ($48,587) in 2000. Basic net
loss per share was ($.03) in 1999 and ($.02) in 2000.
The Company is taxed as a C-corporation for federal and state income tax
purposes. As such, the Company will pay taxes on its net income as defined
by the Internal Revenue Code. No tax attributes of the Company flow through
to the shareholders except for the regular taxation of dividends paid, if
any.
Liquidity and Capital Resources
--------------------------------
At September 30, 2000, the Company had a deficit working capital of $12,758,
including cash held in escrow for anticipated future expenses. The Company
needs additional financing to expand its business and carry out its business
plan and reduce debt.
On January 1, 2000, the Company had $77,275 in cash, exclusive of $51,581 in
cash held in escrow accounts.
During the nine months ending September 30, 2000, the Company received
$127,500 from its predecessor and $6,000 in contributed capital. The Company
received $30,000 from installment notes payable during the period.
Operations provided $50,468. The Company used $36,738 to purchase property
and equipment, repaid $103,426 in short term debt, and reduced mortgage debt
by $28,112. The net increase in cash for the period was $45,692. The
Company had $122,967 in cash on September 30, 2000, exclusive of $42,646 in
cash held in escrow accounts.
As a result of the refinancing which occurred on September 19, 1997, the
Company anticipates breakeven net cash flow after all scheduled debt service
in 2000, including principal payments totaling $37,886 on long term debt.
There can be no assurance that the Company will be successful in its efforts
to generate sufficient cash flow to meet its scheduled debt service or other
cash requirements.
-12-
<PAGE>
The Company's balance sheet is highly leveraged. The Company plans to reduce
this leverage through future equity offerings as well as by funds generated
from operations. The Company believes it can support operations and planned
capital expenditures for at least twelve months. Thereafter, the Company's
continued success will be dependant upon its ability to maintain occupancy at
93% or above and to keep operating costs under control.
In the event that the Company's plans change or its assumptions change or
prove to be inaccurate, the Company may be required to seek additional
financing sooner than currently anticipated. The Company has not identified
any potential sources of debt or equity financing and there can be no
assurance that the Company will be able to obtain additional financing if and
when needed or that, if available, financing will be on terms acceptable to
the Company.
Forward Looking Statements
---------------------------
The Company is making this statement in order to satisfy the "safe harbor"
provisions contained in the Private Securities Litigation Reform Act of 1995.
The foregoing discussion includes forward-looking statements relating to the
business of the Company. Forward-looking statements contained herein or in
other statements made by the Company are made based on management's
expectations and beliefs concerning future events impacting the Company and
are subject to uncertainties and factors relating to the Company's operations
and business environment, all of which are difficult to predict and many of
which are beyond the control of the Company, that could cause actual results
of the Company to differ materially from those matters expressed in or
implied
by forward-looking statements. The Company believes that the following
factors, among others, could affect its future performance and cause actual
results of the Company to differ materially from those expressed in or
implied
by forward-looking statements made by or on behalf of the Company: (a) the
effect of changes in interest rates; (b) the rental rate and demand for
apartment rental units; (c) fluctuations in the costs to operate the
properties owned by the Company; (d) uninsurable risks; (e) unexpected
losses, and (f) general economic conditions.
-13-
PART II
OTHER INFORMATION
------------------
ITEM 1 LEGAL PROCEEDINGS
NONE
ITEM 2 CHANGES IN SECURITIES
NONE
ITEM 3 DEFAULTS ON SENIOR SECURITIES
NONE
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
NONE
ITEM 5 OTHER INFORMATION
NONE
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 27FDS - Financial Data Schedule
(b) Reports on Form 8-K
None
-14-
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
GAVELLA CORP.
Dated: November 10, 2000 /s/ Harry J. Santoro
----------------------------------------
Harry J. Santoro
President, Chief Executive Officer and
Chief Financial Officer
-15-
