<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended July 31, 1997
or
[ ] 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 0-8568
BESTWAY, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 81-0332743
- ------------------------------- -------------------
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7800 Stemmons Freeway, Suite 320 75247
- ---------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (214) 630-6655
-----------------------------
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
- ----------------------------------- -------------------------------
(None) (None)
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
- --------------------------------------------------------------------------------
(Title of Class)
Indicate by check mark whether the registrant (1) has 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
--- ---
The aggregate market value of voting stock held by non affiliates of
the registrant as of October 21, 1997 was approximately $4,302,123.
The number of shares of Common Stock, $.01 par value, outstanding as
of July 31, 1997, was 1,749,967.
Registrants Proxy Statement for 1997 is incorporated by reference in
Part III, Items 10-13 of this Form 10-K.
1
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BESTWAY, INC. FORM 10-K
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PART I Page
- ------ ------
<S> <C> <C>
Item 1. Business 3 - 4
Item 2. Properties 5
Item 3. Legal Proceedings 5
Item 4. Submission of Matters to a Vote of Security Holders 5
PART II
- -------
Item 5. Market for Registrant's Common Stock and Related Security Holder Matters 5 - 6
Item 6. Selected Financial Data 6
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 6 - 10
Item 8. Financial Statements and Supplementary Data 11
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 11
PART III
- --------
Item 10. Directors and Executive Officers of the Registrant 11
Item 11. Executive Compensation 11
Item 12. Security Ownership of Certain Beneficial Owners and Management 11
Item 13. Certain Relationships and Related Transactions 11
PART IV
- -------
Item 14. Exhibits and Reports on Form 8-K 12
SIGNATURES 13
INDEX Consolidated Financial Statements F-1
</TABLE>
2
<PAGE> 3
BESTWAY, INC. FORM 10-K
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PART I
ITEM 1. BUSINESS
General
Bestway, Inc. and its consolidated subsidiaries ("Bestway" or the
"Company") has been engaged in the rental-purchase industry since 1987. The
Company owns and operates a total of sixty-three stores located in the states
of Alabama, Arkansas, Georgia, Mississippi, North Carolina, South Carolina and
Tennessee. The stores operations are controlled and monitored through the
Company's management information system networked with its home office in
Dallas, Texas.
The Company's rental-purchase program offers brand name durable household
goods, electronics, appliances and jewelry to customers on a week-to-week or
month-to-month basis. These products are furnished to customers under
full-service rental agreements which require that the charge for each rental
period be paid in advance, but no additional advance payment or security
deposit is required. At the end of each rental period, the customer has the
option of retaining the product for an additional rental period or returning
the product without further obligation. If the product is returned, it is
serviced and then offered for rent to another customer. The rental agreements
contain options under which customers may own the merchandise under specified
terms. The Company's rental agreements typically have a twelve to twenty-four
month term with weekly or monthly payment options. The most distinguishing
factor of this form of retailing is the cancelability of the rental agreement
at any time without further obligation by returning the product to the dealer.
The industry primarily serves customers in the low to middle income sector who
may have a need for a product, but do not wish or are unable to purchase it for
cash or on credit.
Products
The Company generally purchases products directly from the manufacturers
and local distributors. Products offered by the Company include a variety of
brands, styles and models of television sets, audio equipment, video cassette
recorders, washers and dryers, refrigerators and freezers, microwave ovens,
furniture and jewelry. Although the Company presently expects to continue
relationships with its existing suppliers, there are numerous sources of
products, and the Company does not believe its operations are dependent on any
one or more of its present suppliers.
Advertising
The Company markets its products and services by selecting prominent store
locations in retail shopping areas on main traffic thoroughfares near targeted
customers' residences or job locations. Additionally, the Company solicits new
business by acquainting potential customers with the Company's products and
services through mailing lists and local media advertising programs. The
Company also has programs which reward existing customers with rental discounts
or cash payments for the referral of new customers.
Competition
The rental-purchase industry is highly competitive. Competition is based
primarily on store location, product selection and availability, customer
service and rental rates and terms. Several of the Company's competitors are
national and regional and some have significantly greater financial and
operating resources and name recognition than the Company. In addition, the
Company faces competition from sources outside the rental-purchase industry,
such as department stores, discount stores and retail outlets. These
competitors may offer an installment sales program or may compete with the
Company simply on the basis of product and price. There is no assurance that
the Company will be able to compete successfully against these competitors.
Because capital and other requirements for entry into the rental-purchase
industry is relatively low, competition may arise from new sources not
currently competing with the Company. Increased competition could have a
material adverse effect on the Company's sales and profitability.
3
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BESTWAY, INC. FORM 10-K
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Personnel
At July 31, 1997, the Company employed approximately 288 full-time
employees, of which 16 are located at the corporate office in Dallas, Texas.
The Company has various incentive programs for all personnel. None of the
Company's employees are represented by a labor union. The Company considers its
relations with its employees to be satisfactory.
Company Stores
The number of stores operated by the Company has increased from 62 as of
July 31, 1996 to 63 as of July 31, 1997. The following table shows the number
of stores opened, acquired and combined during the year.
<TABLE>
<CAPTION>
Number of Stores
----------------
<S> <C>
Open at July 31, 1996 62
Opened 2
Acquired 0
Combined (1)
--
Open at July 31, 1997 63
==
</TABLE>
Regulation
Federal Regulation Although certain proposed federal regulations are under
consideration, no federal legislation has been enacted regulating
rental-purchase transactions. As of July 31, 1997, four bills have been
introduced in Congress that would regulate the rental-purchase industry. Two of
the bills are supported by the Association of Progressive Rental Organization
("APRO") and mandate certain disclosures to customers similar to those required
by most state legislation. The Company does not believe that these laws, if
enacted, will have a material adverse effect upon the Company's operations.
The other two bills include certain credit sale requirements and would
subject rental-purchase transactions to interest rate, finance charge and fee
limitations, as well as the Federal Truth in Lending Act, the Equal Credit
Opportunity Act, the Fair Debt Collection Practices Act and the Fair Credit
Reporting Act. These bills would also require the lessor to make certain
disclosures to customers about the terms of the rental-purchase transaction.
The Company believes that in the event federal legislation is enacted
regulating rental-purchase transactions as credit sales, the Company would be
able to adapt to the new laws and remain profitable by repositioning itself as
a rent-to-rent business. However, there can be no assurance that the proposed
legislation, if enacted, would not have a material adverse effect on the
business of the Company.
State Regulation With some variations in individual states, most state
legislation requires the lessor to make prescribed disclosures to a customer
about the rental-purchase agreement and transaction. These laws require certain
contractual and advertising disclosures concerning the rental-purchase
agreement and the nature of the transaction and also provide varying levels of
substantive consumer protection, such as requiring a grace period for late
payments and contract reinstatement rights in the event the agreement is
terminated for nonpayment of rentals and, in some instances, limits certain
fees that may be charged. Some states require written disclosure of all
material aspects of the transaction, including the cash price of the
merchandise, the purchase option prices during the term of the agreement and
the total amount of rentals that must be paid in order to acquire ownership of
the merchandise and prohibit confession-of-judgment clauses.
4
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BESTWAY, INC. FORM 10-K
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ITEM 2. PROPERTIES
All store locations, with the exception of one, and the home office
facility in Dallas, Texas are leased. Store facilities typically are showroom
locations of approximately 3,700 square feet in retail centers on heavy traffic
thoroughfares near customers' residences or work places. Almost all available
rental merchandise is kept in the showroom area which comprises the majority of
the available square footage. Store location is considered critical to the
success of the store.
The Company's store locations by state at July 31, 1997, are as follows:
<TABLE>
<CAPTION>
State Number of Stores
----- ----------------
<S> <C>
Alabama 16
Arkansas 1
Georgia 2
Mississippi 17
North Carolina 5
South Carolina 7
Tennessee 15
--
63
==
</TABLE>
ITEM 3. LEGAL PROCEEDINGS
There are no legal proceedings other than ordinary routine litigation
incidental to the Company's business to which the Company or any of its
subsidiaries is a party or to which any of its property is subject.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year covered by this report.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER
MATTERS
The Company's Common Stock began trading on the Nasdaq Small-Cap Market on
December 19, 1995 under the symbol "BSTW". Prior thereto, the Company's Common
Stock was quoted in the "pink sheets" and was traded on a limited basis. The
following table sets forth, for the periods indicated, the high and low sales
price per share of the Common Stock as reported on the Nasdaq Small-Cap Market.
<TABLE>
<CAPTION>
Year ended July 31, 1997
------------------------
High Low
---- ---
<S> <C> <C>
First Quarter $9 1/2 $6 1/2
Second Quarter $9 1/4 $6 1/2
Third Quarter $6 1/2 $6
Fourth Quarter $8 1/2 $6
</TABLE>
5
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BESTWAY, INC. FORM 10-K
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ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDERS
MATTERS, Continued
At July 31, 1997, there were 487 stockholders of record of the Company's
Common Stock, calculated based on the number of recordholders.
The Company has not paid cash dividends on its Common Stock since its
inception and intends to retain earnings for operations. The Company is a party
to a loan agreement which prohibits the payment of cash dividends on Common
Stock.
ITEM 6. SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
Fiscal year
ended July 31,
----------------------------------------------------------------------------
1997 1996 1995 1994 1993
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Revenues from continuing operations $ 24,662,812 $ 18,923,852 $ 16,423,262 $ 16,369,149 $ 12,436,708
Income from continuing
operations before tax
and extraordinary item 320,004 902,903 1,072,112 722,902 843,606
Current income tax expense 34,322 49,099 101,047 35,319 5,245
Deferred income tax expense (benefit) 119,622 321,574 (2,013,784) -- --
Loss on capital restructure -- -- -- -- 381,755
Loss from discontinued operations,
net of taxes -- 394,568 -- -- --
Net income 166,060 137,662 2,984,849 687,583 456,606
Net income per common
and common equivalent share .10 .09 1.99 .46 1.22
Cash flows provided by operation 9,895,993 7,365,631 6,542,227 6,370,945 5,619,132
Total assets 18,373,967 18,925,440 13,709,895 11,083,279 8,614,802
Notes payable 8,171,945 9,048,928 6,070,302 6,485,659 4,617,688
Stockholders' equity 7,594,500 7,417,190 6,041,293 3,060,154 2,372,571
</TABLE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
This report contains forward-looking statements that involve risks and
uncertainties. The actual future results of the Company could differ materially
from those statements.
The following discussion and analysis should be read in conjunction with
the information set forth under Item 6, "Selected Financial Data," and the
financial statements of the Company and the accompanying notes thereto included
elsewhere in this Report.
The Company currently operates 63 rental-purchase stores located in seven
states. The number of stores operated by the Company has increased from 35 as
of July 31, 1995 to 63 as of July 31, 1997. During the year ended July 31,
1997, the Company opened two new store locations and combined two existing
stores into one store.
6
<PAGE> 7
BESTWAY, INC. FORM 10-K
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS, Continued
Results of Operations for the Fiscal Year Ended July 31, 1997 Compared to 1996
The following table sets forth, for the periods indicated, certain items
from the Company's Consolidated Statements of Income, expressed as a percentage
of revenues.
<TABLE>
<CAPTION>
Year Ended July 31,
-------------------
1997 1996
------ ------
<S> <C> <C>
Revenues:
Rental income 98.9% 98.9%
Sales of merchandise 1.1 1.1
----- -----
Total revenues 100.0 100.0
Cost and operating expenses:
Depreciation and amortization
Rental merchandise 22.0 23.5
Other 6.4 5.9
Cost of merchandise sold 1.1 1.1
Salaries and wages 25.8 25.0
Advertising 3.2 3.7
Occupancy 5.6 4.9
Other operating expenses 29.8 27.8
Equity in loss of partnership 0.8 --
Write-off of investment in partnership 0.9 --
Interest expense 3.1 3.1
Loss on sale of property and equipment -- 0.2
----- -----
Total cost and operating expenses 98.7 95.2
----- -----
Income before continuing operations and income tax provision 1.3 4.8
----- -----
Current income tax expense 0.1 0.2
Deferred income tax expense 0.5 1.7
----- -----
0.6 1.9
----- -----
Income from continuing operations 0.7 2.9
----- -----
Discontinued operations:
Loss from discontinued business, net of taxes -- 0.8
Loss on disposal of business, net of taxes -- 1.3
----- -----
Loss from discontinued operations -- 2.1
----- -----
Net income 0.7% 0.8%
===== =====
</TABLE>
7
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BESTWAY, INC. FORM 10-K
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS, Continued
Total revenue increased $5,738,960 or 30.3% to $24,662,812 as compared to
$18,923,852 in fiscal year 1996. The increase was due to the inclusion of the
operating results for the stores acquired and opened during fiscal year 1996
and operations for two internal new store openings during fiscal year 1997. The
stores acquired and opened in 1996 accounted for $5,791,059, internal new store
openings, which were opened during the fourth quarter, accounted for $20,376,
and the Company's same stores experienced revenue losses of $72,475 for the
year. Although many of the acquired stores are operating at revenue levels
below that of the Company's existing stores, the majority are profitable. While
the additions of these stores has increased the level of other operating
expenses as a percentage of revenue due to the relatively fixed nature of these
expenses, management expects to realize increased profitability from these
stores by implementing certain programs aimed at increasing operating
efficiencies including the realignment of its current districts to provide more
focus on under performing stores and the additions of key management personnel.
The Company receives rental revenues from various products including
televisions and video cassette recorders, household appliances, as well as home
furniture and jewelry. In fiscal year 1997, approximately 19% of the Company's
rental revenue was derived from appliances, 24% from home furniture, 31% from
electronics, 10% from various other products including jewelry and 16% from
various services and charges to rental customers including reinstatement fees,
club program and liability waiver fees.
Total costs and operating expenses increased $6,321,859 or 35.1% to
$24,342,808 from $18,020,949. Costs and operating expenses associated with the
Company's core business increased $5,898,299 and as a percentage of total
revenues increased to 97.0% from 95.2%. This increase is primarily the result
of other operating and occupancy expenses associated with the stores acquired
and opened in 1996 and operating losses from the two new internal stores opened
during the fourth quarter. Other operating expenses increased $2,077,171 to
$7,341,042 from $5,263,871 and as a percentage of total revenues increased 2.0%
to 29.8% from 27.8%. Occupancy expense increased $460,606 to $1,391,811 from
$931,205 and as a percentage of total revenues increased .7% to 5.6% from 4.9%.
The stores acquired and opened in 1996 operated at a lower average revenue per
store and, therefore, had higher operating and occupancy costs as a percentage
of revenues than the Company's existing stores.
Costs and operating expenses increased $423,560 or 1.7% as a percentage of
total revenues due to losses incurred on the Company's investment in Value Auto
Partners, Ltd. (the "Partnership"). As a result of losses incurred by the
Partnership, and based on management's assessment of the recoverability of the
carrying amount of the investment, during the second quarter management
concluded that the investment should be written off. The Company's equity in
Partnership losses was $193,981 or .8% as a percentage of total revenues. The
write off of the remaining balance of the investment in the Partnership
resulted in a pretax loss of $229,579 or .9% as a percentage of total revenues
for the year (see Note 11).
Depreciation expense related to rental merchandise increased $980,589 to
$5,432,915 from $4,452,326, but decreased by 1.5% as a percentage of total
revenues primarily due to higher rental rates on rental merchandise. Other
depreciation and amortization increased $455,218 to $1,567,194 from $1,111,976
and as a percentage of total revenues increased .5% to 6.4% from 5.9%.
Amortization of intangibles increased $212,474 due to intangible assets created
by the stores acquired in 1996 while other depreciation increased $242,744.
Salaries and wages increased $1,614,663 to $6,349,542 from $4,734,879 and
as a percentage of total revenues increased .8% to 25.8% from 25.0% primarily
due to the addition of the stores acquired and opened in 1996, increased same
store salaries and wages and the addition of key management personnel. The
acquired and new locations produced additional salaries and wages of $1,190,424
for the year. Same store salaries and wages increased $140,394 for the year.
The additions of key management personnel in operations, real estate management
and human resources produced additional salaries and wages of $283,845 for the
year.
8
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BESTWAY, INC. FORM 10-K
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS, Continued
Interest expense increased $187,206 to $756,738 from $569,532 and as a
percentage of total revenues remained consistent with the prior year at 3.1%.
Financial Condition, Liquidity and Capital Resources
For the year ended July 31, 1997, the Company's net cash flows from
operating activities was $9,895,993 as compared to $7,365,631 for the year
ended July 31, 1996. The increase was primarily due to the stores acquired and
opened during fiscal year 1996, two new stores opened in the current year and a
decrease in working capital requirements.
For the year ended July 31, 1997, the Company's net cash flows provided by
(used in) investing activities was $9,001,035 as compared to $8,758,450 for the
year ended July 31, 1996. The Company's investing activities reflect
significant increases in the purchase of rental units. The increased investing
activities were necessary to fund the two new store openings and continuing
replacement of rental merchandise that was purchased by customers either by
full pay out under the rental agreement or by exercise of the customers early
purchase option.
For the year ended July 31, 1997, the Company's net cash flows provided by
(used in) financing activities was $(865,733) as compared to $1,388,990 for the
year ended July 31, 1996. The decrease in financing activities principally
reflects increased repayments on the Company's debt.
On August 18, 1997, the Company amended its August 19, 1993 Second
Amendment to First Amended and Restated Revolving Credit Loan Agreement ("the
Agreement") with its senior collateralized lender. In the amendment, the
Company extended the maturity date from August 19, 1997 to November 18, 1997.
The Company is currently involved in discussions with its senior collateralized
lender to extend the maturity date of the Agreement and to renegotiate certain
financial covenants.
With the Company having available credit of $2,569,973 under the
$7,500,000 Agreement at July 31, 1997, management believes the Company has
adequate resources to meet its future cash obligations.
On May 15, 1997, the Company paid in full a $500,000 subordinated note
payable to an affiliate. On August 18, 1997, the Company paid in full a
$100,000 subordinated note payable to a director and stockholder.
On August 19, 1997, the Company amended its note payable to limited
partnership and stockholder dated July 19, 1993. In the amendment, the Company
extended the maturity date from August 19, 1997 to August 19, 1999 and
increased the interest rate from 4.5% to 6.0% during the first year and 8.0%
thereafter.
During February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, "Earnings per Share,"
effective for periods ending after December 15, 1997. The impact, when adopted,
will not be material.
9
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BESTWAY, INC. FORM 10-K
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS, Continued
Inflation
Although the Company cannot precisely determine the effects of inflation
on its business, it is management's belief that the effects on revenues and
operating results have not been significant.
Results of Operations for the Fiscal Year Ended July 31, 1996 Compared to 1995
Total revenue increased $2,500,590 or 15.2% to $18,923,852 as compared to
$16,423,262 in fiscal year 1995. The increase was due to the inclusion of
approximately four months operations for the stores acquired in the All Star
Acquisition, one month operations for the stores acquired in the REJA
Acquisition, nine months operations for a single store acquisition, operations
for four internal new store openings and increased same store revenues. The
stores acquired in the All Star Acquisition, which was consummated on April 12,
1996, accounted for $1,647,143 (66%) of the increase, the stores acquired in
the REJA Acquisition, which was consummated on July 1, 1996, accounted for
$190,384 (8%) of the increase, the single store acquisition, which was
consummated on November 8, 1995, accounted for $173,752 (7%) of the increase,
internal new store openings, which were opened in September 1995, October 1995
and March 1996, accounted for $443,318 (18%) of the increase, while the
Company's same stores accounted for $45,993 (1%) of the increase. The Company
receives rental revenues from various products including televisions and video
cassette recorders, household appliances, as well as home furniture and
jewelry. In fiscal year 1996, approximately 19% of the Company's rental revenue
was derived from appliances, 23% from home furniture, 31% from electronics, 12%
from various other products such as jewelry and 15% from various services and
charges to rental customers including reinstatement fees and liability waiver
fees.
Total cost and operating expenses increased $2,669,799 or 17.4% to
$18,020,949 primarily as a result of the opening of four new stores and costs
and operating expenses associated with the All Star and REJA Acquisitions. The
four new stores incurred operating losses of approximately $58,000. Total cost
and operating expenses increased from 93.5% to 95.2% of total revenues. This
1.7% net increase resulted primarily from a 1.5% increase in other operating
expenses as a percentage of total revenues. This increase in other operating
expense occurred primarily because of certain indirect acquisition costs of
approximately $75,000 relating to the All Star and REJA Acquisitions and a .9%
net increase in costs associated with the write-off of rental merchandise as a
percentage of total revenues. Salaries and wages increased $720,590 or 17.9% to
$4,734,879 and increased from 24.4% to 25.0% of total revenues primarily due to
the addition of key management personnel in operations, real estate management
and human resource departments added in preparation for expansion. Occupancy
expense increased $171,592 or 22.6% to $931,205 and increased from 4.6% to 4.9%
of total revenues primarily due to the opening of four new store locations and
the All Star and REJA Acquisitions.
In fiscal year 1995, the Company formed a new subsidiary, Bestway Auto,
Inc., ("Bestway Auto") due to the Company's entry into the retail used car
sales and finance business. The Company test marketed the concept through the
opening of a single prototype retail sales facility which experienced losses,
before income taxes, of $144,111. In February 1996, the Company exchanged cash
and its capital stock in Bestway Auto for a 49% Common Stock interest in Value
Auto and a non-voting, non-dividend paying Preferred Stock of Value Auto. For
the period February 1, 1996 through July 31, 1996, the Company's equity
interest in the operating losses of Value Auto was approximately $67,000. Based
on Management's assessment of the future operating results of the Company's
auto sales business, management has concluded that the Company will abandon the
auto sales business and its investment in Value Auto should be written off.
(see Note 10).
10
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BESTWAY, INC. FORM 10-K
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Reference is hereby made to the Consolidated Financial Statements and
notes thereto appearing at pages F-1 to F-18 hereof.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required will be contained in the Company's Proxy
Statement for the Annual Meeting of Shareholders for 1997, and is incorporated
herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information required will be contained in the Company's Proxy
Statement for the Annual Meeting of Shareholders for 1997, and is incorporated
herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required will be contained in the Company's Proxy
Statement for the Annual Meeting of Shareholders for 1997, and is incorporated
herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required will be contained in the Company's Proxy
Statement for the Annual Meeting of Shareholders for 1997, and is incorporated
herein by reference.
11
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BESTWAY, INC. FORM 10-K
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PART IV
ITEM 14. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following are filed as Exhibits to this Annual Report filed as Form
10-K for the year ended July 31,
1997.
(b) Exhibits
Exhibit
Number Document
10(1) Fourth Amended and Restated Revolving Credit
Note dated August 18, 1997 between Comerica Bank
- Texas and Bestway Rental, Inc.
10(2) First Amendment and Restated Promissory Note
dated August 19, 1997 between O'Donnell & Masur,
L.P. and Bestway, Inc.
21 Subsidiaries
23 Consent of Auditors
27 Financial Data Schedule
Filed electronically only, not attached to
printed reports
(c) Reports on Form 8-K
The Company did not file any reports on Form 8-K during the year
ended July 31, 1997.
12
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BESTWAY, INC. FORM 10-K
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SIGNATURES
Pursuant to the requirements of section 13 or 15(d) 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.
BESTWAY, INC.
October 16, 1997 /s/ R. Brooks Reed
------------------
R. BROOKS REED, CHAIRMAN OF THE BOARD
OF DIRECTORS AND CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant in the capacities indicated on the 16 day of October 1997.
<TABLE>
<CAPTION>
<S> <C>
/s/ R. Brooks Reed Chairman of the Board of Directors
- ------------------------- and Chief Executive Officer
R. BROOKS REED
/s/ Jack E. Meyer Director
- -------------------------
JACK E. MEYER
/s/ James A. O'Donnell Director
- -------------------------
JAMES A. O'DONNELL
s/ Teresa A. Sheffield President and Chief Operating Officer
- -------------------------
TERESA A. SHEFFIELD
/s/ Beth A. Durrett Senior Vice President - Finance
- -------------------------
BETH A. DURRETT
s/ Joe R. McElroy Vice President - Real Estate
- -------------------------
JOE R. MCELROY
/s/ Mansel B. Guin Vice President - Field Operations
- -------------------------
MANSEL B. GUIN
</TABLE>
13
<PAGE> 14
BESTWAY, INC. FORM 10-K
- --------------------------------------------------------------------------------
BESTWAY, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
Report of Independent Accountants F-2
Financial Statements:
Consolidated Balance Sheets as of July 31, 1997 and 1996 F-3
Consolidated Statements of Income for the years ended July 31, 1997, 1996 and 1995 F-4
Consolidated Statements of Cash Flows for the years ended July 31, 1997, 1996 and 1995 F-5
Consolidated Statements of Stockholders' Equity for the years ended July 31, 1997, 1996 and 1995 F-6
Notes to Consolidated Financial Statements F-7 - F-18
</TABLE>
F-1
<PAGE> 15
[COOPERS & LYBRAND L.L.P. LOGO]
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
of Bestway, Inc.
We have audited the accompanying consolidated balance sheets of Bestway, Inc.
(the "Company") as of July 31, 1997 and 1996, and the related consolidated
statements of income, stockholders' equity, and cash flows for each of the
three years in the period ended July 31, 1997. These financial statements are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Bestway, Inc. as of July 31, 1997 and 1996, and the consolidated results of
their operations and their cash flows for each of the three years in the period
ended July 31, 1997, in conformity with generally accepted accounting
principles.
/s/ COOPERS & LYBRAND L.L.P.
Dallas, Texas
October 7, 1997
F-2
<PAGE> 16
BESTWAY, INC. FORM 10-K
- --------------------------------------------------------------------------------
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
July 31, 1997 July 31, 1996
------------- -------------
<S> <C> <C>
ASSETS
Cash $ 354,738 $ 325,513
Restricted cash 119,342 119,342
Prepaid expenses 127,977 342,912
Deferred income taxes 1,702,080 1,821,701
Investment in partnership -- 423,560
Other assets 68,889 121,473
Rental merchandise, at cost 15,962,450 14,309,351
less accumulated depreciation 5,818,763 4,716,054
------------ ------------
10,143,687 9,593,297
------------ ------------
Property and equipment, at cost 5,019,151 4,768,700
less accumulated depreciation 2,287,383 2,340,664
------------ ------------
2,731,768 2,428,036
------------ ------------
Non-competes, net of amortization 568,841 959,339
Goodwill, net of amortization 2,556,645 2,790,267
------------ ------------
Total assets $ 18,373,967 $ 18,925,440
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable $ 1,327,216 $ 976,869
Accrued interest - related parties 12,013 12,023
Accrued interest - other 45,250 49,253
Income taxes payable 52,648 66,031
Other accrued liabilities 1,170,395 1,355,146
Notes payable-related parties 3,100,000 3,600,000
Notes payable-other 5,071,945 5,448,928
Commitments and contingencies (Notes 7 and 12)
Stockholders' Equity: Preferred Stock, $10.00 par value,
1,000,000 authorized, none issued -- --
Common Stock, $.01 par value, 5,000,000 authorized,
1,749,967 and 1,747,717 issued and outstanding at July 31,
1997 and July 31, 1996, respectively 17,500 17,477
Paid-in capital 16,089,897 16,078,670
Accumulated deficit (8,512,897) (8,678,957)
------------ ------------
Total stockholders' equity 7,594,500 7,417,190
------------ ------------
Total liabilities and stockholders' equity $ 18,373,967 $ 18,925,440
============ ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-3
<PAGE> 17
BESTWAY, INC. FORM 10-K
- --------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Fiscal Years Ended
------------------------------------------------
July 31, 1997 July 31, 1996 July 31, 1995
------------- ------------- -------------
<S> <C> <C> <C>
Revenues:
Rental income $ 24,382,493 $ 18,710,098 $ 16,261,267
Sales of merchandise 280,319 213,754 161,995
------------ ------------ ------------
24,662,812 18,923,852 16,423,262
------------ ------------ ------------
Cost and Operating Expenses:
Depreciation and amortization:
Rental merchandise 5,432,915 4,452,326 3,959,484
Other 1,567,194 1,111,976 937,690
Cost of merchandise sold 273,898 208,785 140,038
Salaries and wages 6,349,542 4,734,879 4,014,289
Advertising 800,200 709,237 726,967
Occupancy 1,391,811 931,205 759,613
Other operating expenses 7,341,042 5,263,871 4,302,231
Equity in loss of partnership 193,981 -- --
Write off of investment in partnership 229,579 -- --
Interest expense 756,738 569,532 510,838
Loss on sale of property and equipment 5,908 39,138 --
------------ ------------ ------------
24,342,808 18,020,949 15,351,150
------------ ------------ ------------
Income from continuing operations before income tax
provision (benefit): 320,004 902,903 1,072,112
------------ ------------ ------------
Current income tax expense 34,322 49,099 101,047
Deferred income tax expense (benefit) 119,622 321,574 (2,013,784)
------------ ------------ ------------
153,944 370,673 (1,912,737)
------------ ------------ ------------
Income from continuing operations 166,060 532,230 2,984,849
------------ ------------ ------------
Discontinued operations (Note 10):
Loss from discontinued business
(net of income tax benefit of $78,147) -- 156,425 --
Loss on disposal of business
(net of income tax benefit of $68,535) -- 238,143 --
------------ ------------ ------------
Loss from discontinued operations, net -- 394,568 --
------------ ------------ ------------
Net income $ 166,060 $ 137,662 $ 2,984,849
============ ============ ============
Net income per share from continuing operations $ .10 $ .34 $ 1.99
============ ============ ============
Net loss per share from discontinued operations -- (.25) --
------------ ------------ ------------
Net income per share $ .10 $ .09 $ 1.99
============ ============ ============
Weighted average common shares outstanding 1,749,780 1,549,619 1,502,239
============ ============ ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-4
<PAGE> 18
BESTWAY, INC. FORM 10-K
- --------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Fiscal Years Ended
---------------------------------------------------
July 31, 1997 July 31, 1996 July 31, 1995
------------- ------------- -------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $ 166,060 $ 137,662 $ 2,984,849
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 7,000,109 5,564,300 4,897,174
Net book value of rental units retired 1,765,015 1,237,172 775,319
Loss on sale of property and equipment 5,908 39,138 --
Loss on discontinued operations -- 394,568 --
Loss on equity investment in partnership 193,981 -- --
Loss on partnership investment 229,579 -- --
Deferred income taxes 119,622 321,574 (2,013,784)
Other -- -- (3,710)
Changes in operating assets and liabilities other than cash:
Prepaid expenses 214,935 (212,911) 20,971
Other assets 52,584 75,140 (179,426)
Accounts payable 350,347 (147,613) (68,639)
Income taxes payable (13,383) (1,841) 49,742
Other accrued liabilities (188,764) (41,558) 79,731
------------- ------------ -----------
Total adjustments 415,719 (328,783) (97,621)
------------- ------------ -----------
Net cash flows from operating activities 9,895,993 7,365,631 6,542,227
------------- ------------ -----------
Cash flows from investing activities:
Purchase of rental units and equipment (7,746,883) (6,609,139) (5,432,430)
Additions to property and equipment (1,311,597) (1,122,102) (668,701)
Proceeds from sale of property and equipment 57,445 15,278 30,420
Proceeds from insurance recovery -- 43,254 --
Purchase of investments -- (586,541) --
REJA asset purchase, net of cash acquired -- (499,200) --
------------- ------------ -----------
Net cash flows used in investing activities (9,001,035) (8,758,450) (6,070,711)
------------- ------------ -----------
Cash flows from financing activities:
Proceeds of notes payable 2,325,000 5,025,000 996,800
Repayment of notes payable (3,201,983) (3,636,010) (1,412,157)
Stock issuance 11,250 -- --
------------- ------------ -----------
Net cash flows (used in) provided by financing activities (865,733) 1,388,990 (415,357)
------------- ------------ -----------
Cash at the beginning of the year 325,513 329,342 273,183
------------- ------------ -----------
Cash at the end of the year $ 354,738 $ 325,513 $ 329,342
============= ============ ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-5
<PAGE> 19
BESTWAY, INC. FORM 10-K
- --------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
For years ended July 31, 1997, 1996, and 1995
<TABLE>
<CAPTION>
Common Stock
------------------------------ Paid-in Accumulated
Shares Amount Capital Deficit
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Balance at July 31, 1994 1,505,276 $ 15,053 $ 14,846,569 $(11,801,468)
------------ ------------ ------------ ------------
Stock cancellation (8,950) (89) (13,335) --
Stock awards 3,744 37 9,677 --
Net income for the year ended July 31, 1995 -- -- -- 2,984,849
------------ ------------ ------------ ------------
Balance at July 31, 1995 1,500,070 15,001 14,842,911 (8,816,619)
------------ ------------ ------------ ------------
Stock issued in acquisitions 247,647 2,476 1,235,759 --
Net income for the year ended July 31, 1996 -- -- -- 137,662
------------ ------------ ------------ ------------
Balance at July 31, 1996 1,747,717 17,477 16,078,670 (8,678,957)
------------ ------------ ------------ ------------
Stock options exercised 2,250 23 11,227 --
Net income for the year ended July 31, 1997 -- -- -- 166,060
------------ ------------ ------------ ------------
Balance at July 31, 1997 1,749,967 $ 17,500 $ 16,089,897 $ (8,512,897)
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-6
<PAGE> 20
BESTWAY, INC. FORM 10-K
- --------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Basis of Presentation
The consolidated financial statements of Bestway, Inc. (the
"Company"), include the Company's wholly-owned operating subsidiaries,
Bestway Rental, Inc. which operates under the registered trade name
"Bestway Rent-To-Own," U.S. Credit-Service Corporation and Westdale Data
Service, Inc. Intercompany balances and transactions have been
eliminated in the consolidated financial statements.
The Company owns and operates a total of sixty-three stores
located in various states. The store operations are controlled and
monitored through the Company's management information system networked
with its home office in Dallas, Texas. The Company's store locations by
state as of July 31, 1997, are as follows:
<TABLE>
<CAPTION>
State Number of Stores
----- ----------------
<S> <C>
Alabama 16
Arkansas 1
Georgia 2
Mississippi 17
North Carolina 5
South Carolina 7
Tennessee 15
--
63
==
</TABLE>
Rental Merchandise, Related Rental Revenue and Depreciation
Rental merchandise is rented to customers pursuant to rental agreements
which provide for either weekly or monthly rental terms with
nonrefundable rental payments for the first week or month collected in
advance. Rental revenue is recognized as collected since at the time of
collection the rental merchandise has been placed in service and costs
of installation and delivery have been incurred. Rental agreements
generally cover a period of 12 to 24 months with a majority of rental
agreements specifying 18 months. At the end of each rental period, the
customer can renew the rental agreement, return the merchandise with no
obligation, or purchase the merchandise by exercising their early
purchase option. Amounts received from such sales are included in
revenue when received. Past due or stolen merchandise is expensed
generally within three months from the due date. The Company receives
rental revenue from various products including televisions and video
cassette recorders, household appliances, as well as home furniture and
jewelry. In fiscal year 1997, approximately 19% of the Company's rental
revenue was derived from appliances, 24% from home furniture, 31% from
electronics, 10% from various other products such as jewelry and 16%
from various services and charges to rental customers including
reinstatement fees, club fees and liability waiver fees. In fiscal year
1996, approximately 19% of the Company's rental revenue was derived from
appliances, 23% from home furniture, 31% from electronics, 12% from
various other products such as jewelry and 15% from various services and
charges to rental customers including reinstatement fees and liability
waiver fees.
Merchandise rented to customers, or available for rent, is
recorded at cost net of accumulated depreciation, which equals the
carrying amount, and is classified in the consolidated balance sheets as
rental merchandise. Merchandise rented to customers is depreciated on
the income-forecast basis over the term of the rental agreement ranging
from 12 to 24 months. When not on rent, merchandise is not depreciated.
Sales of Merchandise
Sales of merchandise includes revenue from cash sales of
primarily used merchandise.
F-7
<PAGE> 21
BESTWAY, INC. FORM 10-K
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (Continued)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued
Property and Equipment
Property and equipment are recorded at cost. Major improvements
to property and equipment are capitalized. Maintenance and repair
expenditures are charged to expense as incurred. As fixed assets are
sold or retired, the applicable cost and accumulated depreciation are
eliminated from the accounts and any gain or loss is recorded.
Depreciation of property and equipment is provided over the
estimated useful lives, which range from 1 to 10 years of the respective
assets, on the straight-line basis.
Cash and Cash Equivalents
Cash and cash equivalents consist of cash on hand and on deposit,
and highly liquid instruments with maturities of three months or less
when purchased. The carrying amount of cash and cash equivalents is the
estimated fair value at July 31, 1996 and 1997.
Restricted Cash
Amount represents escrow money deposited in connection with the
sale of certain stores in 1994. Disbursements were to be made from this
account to satisfy any taxes owed by the Company, any claims of third
parties against the assets which were the Company's responsibility, or
to satisfy any indemnification rights as specified in the Asset Purchase
Agreement. An assessment against the Company was made by the Illinois
Department of Revenue relating to alleged unpaid sales tax. The Company
has filed a petition with the Board of Appeals of the Illinois
Department of Revenue seeking equitable adjustment of the alleged tax.
As a result, the amount remains in escrow pending the outcome of the
petition.
Intangible Assets
Goodwill represents the cost in excess of the fair value of net
tangible assets of acquired businesses and is being amortized on a
straight-line basis over 20 years. Accumulated amortization of goodwill
was $1,802,843 and $1,569,221 at July 31, 1997 and 1996, respectively.
The non-competes represents the allocation of the purchase price
from the September 10, 1993 acquisition of 12 stores in Mississippi, the
April 12, 1996 acquisition of 15 stores in Georgia, North Carolina and
South Carolina and the July 1, 1996 acquisition of 8 stores in Arkansas
and Mississippi and is being amortized on a straight-line basis over
periods from 2 to 5 years. Accumulated amortization of the non-competes
was $952,398 and $561,900, at July 31, 1997 and 1996, respectively.
The Company continually evaluates the propriety of the carrying
amount of goodwill and other intangibles based on the estimated future
undiscounted cash flows of the related investment, as well as the
amortization period to determine whether current events and
circumstances warrant adjustments to carrying value and/or revised
estimates of useful lives. At this time, the Company believes that no
significant impairment of the goodwill and other intangibles has
occurred and that no reduction of the estimated useful lives is
warranted.
Income Taxes
Investment tax credits are accounted for on the "flow-through"
method.
Earnings Per Common Share
Earnings per common share is based on the weighted average of
common shares outstanding during the period and the effect of
considering common stock equivalents (stock options) under the treasury
stock method. Primary and fully diluted earnings per common share are
not shown because the effect of the stock options is immaterial.
F-8
<PAGE> 22
BESTWAY, INC. FORM 10-K
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (Continued)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued
During February 1997, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 128, "Earnings
per Share," effective for periods ending after December 15, 1997. The
impact of this statement, when adopted, will not be material.
Advertising Costs
Advertising costs are expensed as incurred.
Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amount of assets,
particularly deferred tax assets, and liabilities, disclosure of
contingent assets and liabilities and reported amounts of revenues and
expenses. Actual results could differ from those estimates.
2. ACQUISITIONS:
On April 12, 1996, the Company acquired substantially all of the
assets and certain liabilities of All Star Rental, Inc. a
privately-owned South Carolina corporation ("All Star"). The assets
acquired by the Company included the idle inventory, rental contracts,
vehicles, store furniture and fixtures, computers and leasehold
improvements. In addition, the Company assumed the leases for 15 of All
Star's former store locations.
The Company delivered to All Star 115,647 non-registered shares
of the Company's Common Stock valued at $578,235. The aggregate purchase
price in connection with the acquisition was based on a multiple of
average monthly revenues less certain assumed liabilities. The
acquisition has been accounted for under the purchase method and,
accordingly, the operating results of All Star are included in the
accompanying consolidated financial statements from the date of
acquisition. The acquisition resulted in $1,226,283 of intangible
assets. These items are being amortized on a straight-line basis over
periods not exceeding 20 years.
On July 1, 1996, the Company acquired substantially all of the
assets of REJA, Inc., a privately-owned Arkansas corporation ("REJA").
The assets acquired by the Company primarily include the idle inventory,
rental contracts, vehicles, store furniture and fixtures, computers and
leasehold improvements. In addition, the Company assumed the leases for
8 of REJA's former store locations.
The Company delivered to REJA 132,000 non-registered shares of
the Company's Common Stock valued at $660,000 and $500,000 cash, as the
aggregate purchase price in connection with the acquisition. The
acquisition has been accounted for under the purchase method and,
accordingly, the operating results of REJA are included in the
accompanying consolidated financial statements from the date of
acquisition. The acquisition resulted in $314,829 of intangible assets.
These items are being amortized on a straight-line basis over periods
not exceeding 20 years.
The following summary reflects the unaudited condensed pro forma
revenues, costs and operating expenses and presents the results of the
operations of the Company assuming these acquisitions had been
consummated as of the first day of the Company's fiscal year ended July
31, 1995 and are as follows:
<TABLE>
<CAPTION>
July 31, 1996 July 31, 1995
------------- ------------
(Unaudited) (Unaudited)
<S> <C> <C>
Revenues $ 25,381,168 $ 24,738,588
Costs and operating expenses 24,693,047 21,513,003
------------- ------------
Net income from continuing operations $ 688,121 $ 3,225,585
============= ============
Net income per share from continuing operations $ .39 $ 1.84
============= ============
</TABLE>
F-9
<PAGE> 23
BESTWAY, INC. FORM 10-K
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (Continued)
3. PROPERTY AND EQUIPMENT:
Property and equipment consists of the following:
<TABLE>
<CAPTION>
July 31, July 31,
1997 1996
-------- --------
<S> <C> <C>
Building and leaseholds $ 1,760,843 $ 1,669,922
Vehicles 2,045,072 1,746,181
Furniture and fixtures 680,543 596,233
Computer equipment 532,693 756,364
----------- -----------
5,019,151 4,768,700
Accumulated depreciation (2,287,383) (2,340,664)
----------- -----------
$ 2,731,768 $ 2,428,036
=========== ===========
</TABLE>
4. NOTES PAYABLE:
<TABLE>
<CAPTION>
Notes payable consists of the following: Years Ended
-------------------------
July 31, July 31,
1997 1996
---- ----
<S> <C> <C>
Senior Collateralized Debt
Revolving Credit Loan Agreement dated August 19, 1993, amended April
12, 1996, interest payable monthly at prime plus 1.5%; note
matures on August 18, 1997; note collateralized by substantially
all the Company's assets $4,930,027 $5,055,027
Subordinated Debt
Note payable to limited partnership and stockholder dated July 19,
1993, interest payable quarterly beginning October 1, 1993 at 4.5%
per annum; note, as amended, matures on August 19, 1997 3,000,000 3,000,000
Note payable to director and stockholder dated July 19,
1993, interest payable quarterly beginning October 1, 1993 at 4.5%
per annum; note, as amended, matures on August 19, 1997 100,000 100,000
</TABLE>
F-10
<PAGE> 24
BESTWAY, INC. FORM 10-K
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (Continued)
4. NOTES PAYABLE, Continued
<TABLE>
<CAPTION>
Years Ended
------------------------
July 31, July 31,
1997 1996
---- ----
<S> <C> <C>
Note payable to affiliate dated March 4, 1992, interest payable monthly
at prime plus 1.5%; note, as amended, matures on August 31, 1997;
affiliate has as one of its directors and shareholders the
Company's CEO and Chairman of the Board of Directors -- 500,000
Other Notes Payable
Note payable to bank dated July 1, 1994, principal payable monthly,
interest payable monthly at 9% per annum; note matures July 1, 1997 -- 156,196
Note payable to individual dated July 15, 1992, principal
payable monthly, interest payable monthly at 9% per annum; note
matures on July 15, 1997 -- 59,359
Note payable to bank dated April 11, 1994, principal payable monthly,
interest payable monthly at 9% per annum; note matures on April
15, 2006 127,880 137,080
Notes payable due in monthly installments ranging from $800 to $1,400
including interest at an average of 9% per annum through fiscal
year 1998 14,038 41,266
---------- ----------
$8,171,945 $9,048,928
========== ==========
</TABLE>
At July 31, 1997 and 1996 the prime rate was 8.50% and 8.25%,
respectively.
On August 18, 1997, the Company amended its August 19, 1993
Second Amendment to First Amended and Restated Revolving Credit Loan
Agreement with its senior collateralized lender. In the amendment, the
Company extended the maturity date from August 18, 1997 to November 18,
1997. The loan agreement includes restrictive covenants, the most
restrictive of which prohibits the payment of dividends. At July 31,
1997, the Company had the capacity to borrow $2,569,973 under the
$7,500,000 amended line of credit. The Company is currently in
discussions with its senior collateralized lender to extend the
maturity date of the Agreement and to renegotiate certain financial
covenants.
On August 18, 1997, the $100,000 subordinated note payable
dated July 19, 1993 maturing August 19, 1997 was paid in full.
On May 15, 1997, the $500,000 subordinated note payable dated
March 4, 1992 maturing August 31, 1997 was paid in full.
On August 19, 1997, the Company amended its subordinated note
payable to limited partnership and stockholder dated July 19, 1993. In
the amendment, the Company extended the maturity date from August 19,
1997 to August 19, 1999 and increased the interest rate from 4.5% to
6.0% during the first year and 8.0% thereafter.
F-11
<PAGE> 25
BESTWAY, INC. FORM 10-K
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (Continued)
4. NOTES PAYABLE, Continued:
At July 31, 1997, the carrying value of the Company's notes
payable approximated fair value, estimated primarily based on the
borrowing rates available to the Company for debt with similar terms
and average maturities.
Following is a summary of maturities of notes payable, as
amended, for each of the periods ending July 31:
<TABLE>
<S> <C>
1998 $5,054,133
1999 11,013
2000 3,012,046
2001 14,328
2002 14,520
Thereafter 65,905
----------
$8,171,945
==========
</TABLE>
5. INCOME TAXES:
Deferred tax assets are reduced by a valuation allowance if,
based on available evidence, it is more likely than not that some
portion of all of the deferred tax assets will not be realized. The
valuation allowance for deferred tax assets decreased by $2,604,882 in
1995 due to a realization of a portion of the Company's net deferred
tax assets and a change in estimate regarding the future realization of
remaining net operating loss carryforwards and the excess of book
amortization over tax. In fiscal 1995, based on a positive earnings
trend and estimates of future taxable income, the Company recognized a
portion of its net deferred tax asset through a $2,013,784 reduction in
the valuation allowance. The effect on earnings per share of this
reduction in the valuation allowance was approximately $1.34.
Accordingly, without this reduction earnings per share would have been
$.65. In fiscal 1996 and 1997, the valuation allowance was reduced
$147,231 and $384,238, respectively as a result of the expiration of
investment tax credit carryforwards.
The provisions (benefit) for income tax on income from
continuing operations consists of the following for the years ended
July 31:
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Current:
Federal $ 15,180 $ 16,848 $ 9,482
State 19,142 32,251 91,565
-------- --------- --------------
34,322 49,099 101,047
Deferred:
Federal 131,933 329,081 (2,001,430)
State (12,311) (7,507) (12,354)
-------- --------- --------------
119,622 321,574 (2,013,784)
-------- --------- --------------
Total income tax provision (benefit) $153,944 $ 370,673 $ (1,912,737)
======== ========= ==============
</TABLE>
F-12
<PAGE> 26
BESTWAY, INC. FORM 10-K
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (Continued)
5. INCOME TAXES, Continued:
Significant components of the Company's deferred income tax
assets at July 31, 1997 and 1996, respectively, are as follows:
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Net operating loss carryforward $1,250,741 $1,544,210
Investment tax credit carryforward 36,733 420,971
Minimum tax credit carryover 58,674 12,452
Property and equipment -- 36,705
Unrealized loss 145,545 59,154
Intangible assets 261,655 169,180
---------- ----------
Total deferred tax assets 1,753,348 2,242,672
Property and equipment 14,535 --
---------- ----------
Total deferred tax liabilities 14,535 --
---------- ----------
Valuation allowance (36,733) (420,971)
---------- ----------
Net deferred tax asset $1,702,080 $1,821,701
========== ==========
</TABLE>
The following is the reconciliation of the U.S. statutory tax
rate to the Company's effective tax rate on income from continuing
operations for the years ended July 31:
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Federal income tax at statutory rate of 34% $ 108,801 $ 306,987 $ 364,518
Goodwill amortization 58,152 58,152 58,152
Alternative minimum tax -- -- 17,484
State income tax (8,413) 13,205 60,432
Utilization of net operating loss carryforward -- -- (433,198)
Change of estimate of deferred tax asset valuation allowance -- -- (2,013,784)
Other (4,596) (7,671) 33,659
--------- --------- -----------
(Benefit) provision for income tax $ 153,944 $ 370,673 $(1,912,737)
========= ========= ===========
</TABLE>
During 1997 and 1996, the net operating loss carryforwards
were reduced by $293,469 and $380,848, respectively. At July 31, 1997,
the Company has net operating loss carryforwards of approximately
$3,678,700 expiring from 2002 to 2006. The Company has investment tax
credit carryforwards of approximately $36,700 which expire between 1998
and 2001.
F-13
<PAGE> 27
BESTWAY, INC. FORM 10-K
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (Continued)
6. RELATED PARTY TRANSACTIONS:
The Company has a consulting agreement with a former owner of
one of the Company's operating subsidiaries. As of July 31, 1997,
$123,000 recorded in other accrued liabilities in the Company's financial
statements remains to be paid over 11 years. If, however, the market
price of the Company's Common Stock reaches $50.00 per share, the Company
has no further obligation under this consulting agreement. Consulting
fees paid for the years ended July 31, 1997, 1996 and 1995 was $30,000,
respectively.
Interest expense relating to notes payable to affiliates
amounted to approximately $192,000 for the years ended July 31, 1997,
1996, and 1995, respectively.
7. LEASES:
The Company leases all store facilities, with the exception
of one, under operating leases with terms ranging from one to ten years.
Many leases contain escalation clauses, and some provide for contingent
rentals based on percentages of gross revenue or increases in the
consumer price index. Minimum lease obligations for the Company at July
31, 1997 by fiscal year are as follows:
<TABLE>
<S> <C>
1998 $1,134,657
1999 920,026
2000 746,852
2001 541,321
2002 441,503
Thereafter 1,074,685
----------
$4,859,044
==========
</TABLE>
Occupancy expense under operating leases for the years ended
July 31, 1997, 1996 and 1995 was $1,391,811, $931,205 and $759,613,
respectively.
F-14
<PAGE> 28
BESTWAY, INC. FORM 10-K
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (Continued)
8. SUPPLEMENTAL DATA TO STATEMENT OF CASH FLOWS:
Cash interest payments for the years ended July 31, 1997,
1996 and 1995 are $760,745, $542,835 and $506,508, respectively. Cash tax
payments for the years ended July 31, 1997, 1996 and 1995 are $47,706,
$50,940 and $30,074, respectively.
In fiscal year 1996, the Company delivered 247,647 shares of
its Common Stock valued at $1,238,235 in connection with the acquisitions
of All Star Rental, Inc. and REJA, Inc. Additionally, the Company assumed
liabilities totaling $2,733,493 and paid cash, net of cash acquired, of
$499,200 in connection with the acquisitions (see Note 2).
9. INCENTIVE PLANS:
Stock Option Plan The Company has a stock option plan (the
"Plan") for officers and employees of the Company or its affiliates,
under which the maximum number of shares which may be granted in the
aggregate is 225,000 of the Company's Common Stock. The Plan, which
became effective June 30, 1995, provides for the options to be granted,
become exercisable, and terminate upon terms established by the Board of
Directors (the "Committee"). Shares become exercisable from time to time
(but not sooner than six months after the date of grant) over such period
and upon such terms as the Committee may determine, but such exercise can
not at any time be less than 25 shares unless the remaining shares that
have become so purchasable are less than 25 shares.
All options granted to the employees have an exercise price
no less than the fair market value of the stock at grant date. The
options vest under one of the following conditions: (i) one-third each
year, beginning on the first anniversary of the date of grant, (ii)
one-half each year, beginning on the first anniversary of the date of
grant, or (iii) one-fourth each year, beginning on the first anniversary
of the date of grant.
The Company applies APB Opinion 25 and related
Interpretations in accounting for the Plan. In 1995, the Financial
Accounting Standards Board ("FASB") issued FASB Statement No. 123,
"Accounting for Stock-Based Compensation," ("SFAS No. 123") which, if
fully adopted by the Company, would change the methods the Company
applies in recognizing the cost of the Plan. Adoption of the cost
recognition provisions of SFAS No. 123 is optional and the Company has
decided not to elect these provisions of SFAS 123. However, pro forma
disclosures as if the Company adopted the cost recognition provisions of
SFAS 123 in 1995 are required by SFAS 123 and are presented below.
In accordance with APB 25, the Company has not recognized any
compensation cost for the stock options granted.
F-15
<PAGE> 29
BESTWAY, INC. FORM 10-K
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (Continued)
9. INCENTIVE PLANS, Continued
A summary of the status of the Company's stock options as of
July 31, 1997, 1996 and 1995 and the changes during the year ended on
those dates is presented below:
<TABLE>
<CAPTION>
Stock Options
1997 1996 1995
--------------------- --------------------- --------------------
Weighted Weighted Weighted
# Shares Average # Shares Average # Shares Average
Underlying Exercise Underlying Exercise Underlying Exercise
Options Prices Options Prices Options Prices
---------- -------- ---------- --------- ---------- --------
<S> <C> <C> <C> <C> <C> <C>
Outstanding at beginning of year 117,650 $ 5.00 117,650 -- -- --
Granted 72,000 $ 6.19 -- -- -- $ 5.00
Exercised 2,250 $ 5.00 -- -- -- --
Forfeited 2,750 $ 5.00 -- -- -- --
Expired -- -- -- -- -- --
Outstanding at end of year 184,650 $ 5.47 117,650 $ 5.00 117,650 $ 5.00
Exercisable at end of year 52,575 $ 5.00 29,413 $ 5.00 -- --
Available for grant at end of year 40,350 107,350 107,350
Weighted-average fair value of
options granted $ 2.46 -- --
</TABLE>
The fair value of each stock option granted is estimated on
the date of grant using the Black-Scholes option-pricing model with the
following weighted-average assumptions for grants in 1997: dividend yield
of 0.00%; risk-free interest rate ranges from 6.03% to 6.54%; the
expected life of options is 5 years; and a volatility of 32.6% for all
grants.
Pro Forma Net Income and Net Income Per Common Share Had the
compensation cost for the Company's stock-based compensation plan been
determined consistent with SFAS No. 123, the Company's net income and net
income per common share for 1996 and 1997 would approximate the pro forma
amounts below:
<TABLE>
<CAPTION>
Stock Options
As Reported Pro Forma As Reported Pro Forma
7/31/97 7/31/97 7/31/96 7/31/96
------- ------- ------- -------
<S> <C> <C> <C> <C>
Net Income $166,060 $152,201 $137,662 $137,662
Net income per common share $ 0.10 $ 0.09 $ 0.09 $ 0.09
</TABLE>
The effects of applying SFAS No. 123 in this pro forma
disclosure are not indicative of future amounts. SFAS No. 123 does not
apply to awards granted prior to the 1996 fiscal year.
401(K) Plan The Company established a Retirement Savings Plan
(the "Savings Plan"), effective as of September 1, 1994, which is
intended to qualify under Section 401(K) of the Internal Revenue Code
"the Code". Employees who have been employed with the Company for one
year or more are eligible for participation in the Savings Plan.
Employees may elect to reduce up to 15% of their annual compensation
(subject to certain limitations under the Code) by having such amounts
contributed to the Savings Plan. The Board intends to conduct a review at
the end of each fiscal year to determine whether the Company will make
any additional or matching contribution to the Savings Plan. As of July
31, 1997, no additional or matching contributions have been made to the
Savings Plan by the Company. All assets of the Savings Plan are held in
trust.
F-16
<PAGE> 30
BESTWAY, INC. FORM 10-K
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (Continued)
10. DISCONTINUED OPERATIONS:
In fiscal year 1995, the Company formed a new subsidiary,
Bestway Auto, Inc., ("Bestway Auto") due to the Company's entry into the
retail used car sales and finance business. The Company test marketed the
concept through the opening of a single prototype retail sales facility
which experienced operating losses for the first six months of fiscal
year 1996. In December 1995, management made the decision to dispose of
Bestway Auto's assets and in the process create a potential for a future
opportunity in an operating used car business. On February 1, 1996 the
Company exchanged $137,200 in cash and its capital stock in Bestway Auto
for a 49% Common Stock interest in Value Auto, and non-voting,
non-dividend paying Preferred Stock in Value Auto. For the period
February 1, 1996 through July 31, 1996, Value Auto generated net losses
amounting to approximately $136,000 and the Company's equity in such
losses amounted to approximately $67,000. As a result of the losses
incurred by both Bestway Auto and Value Auto and management's assessment
of future operating results for the Company's auto sales business,
management concluded that the Company would abandon the auto sales
business and its investment in Value Auto would be written off.
The operations of Bestway Auto and Value Auto have been
accounted for as a discontinued operation and, accordingly, the Company's
equity in their operating results and the loss on disposal are segregated
and reported as discontinued operations in the accompanying Consolidated
Statement of Income. Summarized results of Bestway Auto and Value Auto
are as follows:
<TABLE>
<CAPTION>
Value Auto Bestway Auto
February 1, 1996 - August 1, 1995 -
July 31, 1996 February 1, 1996
------------------ ----------------
<S> <C> <C>
Revenues $3,079,689 $207,468
Costs and expenses 3,239,426 351,579
---------- --------
Loss before income taxes (159,737) (144,111)
Income tax benefit 23,961 54,186
---------- --------
Net loss $ (135,776) $(89,925)
========== ========
</TABLE>
11. INVESTMENT IN PARTNERSHIP
On October 19, 1995, the Company became a 50% limited partner
in a newly formed partnership, Value Auto Partners, Ltd. (the
"Partnership"). The purpose of the Partnership is to engage in the
financing of used cars. The Company accounted for its Partnership
interest by the equity method. As of January 31, 1997, the Company had
contributed $437,500 to the Partnership and had received distributions of
approximately $14,000. The Company's equity in Partnership losses was
$193,981 for the six months ended January 31, 1997. As a result of losses
incurred by the Partnership, and based on management's assessment of the
recoverability of the carrying amount of the investment, management
concluded that the investment should be written off. Accordingly, during
the second quarter the Company recorded a pretax charge of $229,579 which
represented the remaining carrying amount of its investment in the
Partnership. The charge resulted in a deferred tax benefit of $86,322.
Subsequently, there has been no changes in the status of the Partnership
which would impact the Company's decision to write off the investment.
F-17
<PAGE> 31
BESTWAY, INC. FORM 10-K
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (Continued)
11. INVESTMENT IN PARTNERSHIP, Continued
Shown below is the unaudited summarized financial information
related to the Partnership at the time of the write-off:
<TABLE>
<S> <C>
For the period ended January 31, 1997:
Revenues $ 51,905
Costs and expenses 439,867
-----------
Net loss $ (387,962)
===========
At January 31, 1997:
Assets $ 1,516,532
===========
Liabilities 1,301,961
Partners' capital 214,571
-----------
$ 1,516,532
===========
</TABLE>
12. CONTINGENCIES:
The Company is subject to various legal proceedings and
claims that arise in the ordinary course of business. Management believes
that the final outcome of such matters will not have a material adverse
effect on the financial position, results of operations or liquidity of
the Company.
F-18
<PAGE> 32
BESTWAY, INC. FORM 10-K
- --------------------------------------------------------------------------------
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Document
- ------- --------
<S> <C>
10(1) Fourth Amended and Restated Revolving Credit Note dated August
18, 1997 between Comerica Bank - Texas and Bestway Rental,
Inc.
10(2) First Amendment and Restated Promissory Note dated August 19,
1997 between O'Donnell & Masur, L.P. and Bestway, Inc.
21 Subsidiaries
23 Consent of Auditors
27 Financial Data Schedule
Filed electronically only, not attached to printed reports
</TABLE>
<PAGE> 1
EXHIBIT 10.1
FOURTH AMENDED AND RESTATED
REVOLVING CREDIT NOTE
Dallas, Texas
$7,500,000.00 August 18, 1997
FOR VALUE RECEIVED, BESTWAY, INC., a Delaware corporation and BESTWAY
RENTAL, INC., a Tennessee corporation, K.C. RESOURCE SERVICE CORPORATION, a
Missouri corporation, and U.S. CREDIT-SERVICE CORPORATION, a Missouri
corporation (each individually a "MAKER" and jointly and severally, the
"MAKERS"), jointly and severally promise to pay to the order of COMERICA
BANK-TEXAS (the "BANK") at 1601 Elm Street, Dallas, Texas 75201, on November
18, 1997 (unless sooner due under the terms of the Loan Agreement, as that term
is defined below) the principal sum of Seven Million Five Hundred Thousand
No/100 Dollars ($7,500,000.00) or, if less, the aggregate unpaid principal sum
shown on the schedule(s) which, at the sole option of the Bank, may be attached
hereto and made a part hereof.
The unpaid principal amount of this Note shall bear interest and be
payable as provided in that certain First Amended and Restated Revolving Credit
Agreement, dated August 19, 1993, between the Makers and the Bank (as amended
from time to time, the "LOAN AGREEMENT") and this Note is the Revolving Credit
Note referred to in the Loan Agreement. Interest shall be payable to the extent
accrued on the first day of each calendar month, beginning September 1, 1997,
until maturity (whether by acceleration or otherwise) and, from and after such
maturity, on demand.
This Note is secured by the Collateral described in the Loan Agreement,
which Loan Agreement, as it may be amended from time to time, is by this
reference incorporated herein and made a part hereof. Reference is hereby made
to the Loan Agreement for a statement of its terms and conditions, including
those conditions under which this Note may be paid prior to its due date or its
due date accelerated. Unless otherwise defined herein, capitalized terms herein
shall have the meanings given such terms in the Loan Agreement.
If an Event of Default occurs and is not cured within the time, if any,
provided for by the Loan Agreement and is continuing, the Bank may exercise any
one or more of the rights (including the right to accelerate this Note and any
other Indebtedness under the Loan Agreement, and remedies granted by the Loan
Agreement, or given to a secured party under applicable law.
The Bank is hereby granted a security interest in all property of each
Maker at any time in the possession of the Bank and in all balances of deposit
accounts of each Maker from time to time with the Bank. If an Event of Default
occurs and is not cured within the time, if any, provided for by the Loan
Agreement, then the Bank, upon the occurrence and continuance of any such Event
of Default, or after the expiration of any time provided for cure, may at its
option and without prior notice to the Makers declare the principal of and
interest on this Note to be immediately due and payable and may set off against
the principal of and interest on this Note (i) any amount owing by the Bank to
either Maker, (ii) any property of either Maker in the
<PAGE> 2
possession of the Bank, and (iii) any amount in any deposit account of either
Maker with the Bank.
No agreements, conditions, provisions or stipulations contained in this
Note or in any other agreement between the Makers and the Bank, or the
occurrence of an Event of Default, or the exercise by the Bank of the right to
accelerate the payment of the Maturity of principal and interest, or to
exercise any option whatsoever contained in this Note or any other agreement
between the Makers and the Bank, or the arising of any contingency whatsoever,
shall entitle the Bank to collect, in any event, interest exceeding the maximum
rate of nonusurious interest allowed from time to time by applicable state or
federal laws as now or as may hereinafter be in effect (the "MAXIMUM LEGAL
RATE") and in no event shall the Makers be obligated to pay interest exceeding
such Maximum Legal Rate, and all agreements, conditions or stipulations, if
any, which may in any event or contingency whatsoever operate to bind, obligate
or compel the Makers to pay a rate of interest exceeding the Maximum Legal Rate
shall be without binding force or effect, at law or in equity, to the extent
only of the excess of interest over such Maximum Legal Rate. In the event any
interest is charged in excess of the Maximum Legal Rate (the "EXCESS"), the
Makers acknowledge and stipulate that any such charge shall be the result of
any accidental and bona fide error, and such Excess shall be, first, applied to
reduce the principal of any obligations due, and, second, returned to the
Makers, it being the intention of the parties hereto not to enter at any time
into an usurious or otherwise illegal relationship. The parties hereto
recognize that with fluctuations in the prime commercial interest rate from time
to time announced by the Bank such unintentional result could inadvertently
occur. By the execution of this Note, the Makers covenant that (a) the credit
or return of any Excess shall constitute the acceptance by the Makers of such
Excess, and (b) the Makers shall not seek or pursue any other remedy, legal or
equitable, against the Bank based, in whole or in part, upon the charging or
receiving of any interest in excess of the Maximum Legal Rate. For the purpose
of determining whether or not any Excess has been contracted for, charged or
received by the Bank, all interest at any time contracted for, changed or
received by the Bank in connection with the Makers' obligations shall be
amortized, prorated, allocated and spread in equal or unequal parts during the
entire term of this Note. If at any time the rate of interest payable hereunder
shall be computed on this basis of the Maximum Legal Rate, any subsequent
reduction in the Contract Rate shall not reduce such interest thereafter
payable hereunder below the amount computed on the basis of the Maximum Legal
Rate until the aggregate amount of such interest accrued and payable under this
Note equals the total amount of interest which would have accrued if such
interest had been at all times computed solely on the basis of the Contract
Rate.
Unless preempted by federal law, the rate of interest from time to time in
effect hereunder shall not exceed the "indicated rate ceiling " from time to
time in effect under Chapter 1 of the Texas Credit Code (Vernon's Texas Civil
Statutes), Section (a)(1), Article 5069-1.04, as amended.
The provisions of this Note governing the interest shall be deemed to be
incorporated into every document or communication relating to the obligations
which sets forth or prescribes any account, right or claims or alleged account,
right or claim of the Bank with respect to the Makers (or any other obligor in
respect of the obligations), whether or not any provisions of this Note is
referred to therein. All such documents and communications and all figures set
forth therein shall, for the purpose of computing the extent of the obligations
asserted by the Bank
-2-
<PAGE> 3
thereunder, be automatically recomputed by the Makers or any other obligor, and
by any court considering the same, to give effect to the adjustments or
credits required by this Note.
If the applicable state or federal law is amended in the future to allow
a greater rate of interest to be charged under this Note than is presently
allowed by applicable state of federal law, then the limitation of interest
hereunder shall be increased to the maximum rate of interest allowed by
applicable state or federal law, as amended, which increase shall be effective
hereunder on the effective date of such amendment, and all interest charges
owing to the Bank by reason thereof shall be payable upon demand.
The provision of Chapter 15 of the Texas Credit Code (Vernon's Texas
Code Statutes), Article 5069-15, as amended, are specifically declared by the
parties hereto not to be applicable to this Note or any of the other agreements
executed in connection herewith or therewith or to the transactions
contemplated hereby or thereby.
The Makers and all guarantors and endorsers (i) waive presentment,
demand, protest and notice of dishonor, (ii) agree that no extension or
indulgence to the Makers or release or nonenforcement of any security, whether
with or without notice, shall affect the obligations of any guarantor or
endorser, and (iii) agree to reimburse the holder of this Note for any and all
costs and expenses (including, but not limited to, reasonable attorney fees)
incurred in collecting or attempting to collect any and all principal of and
interest on this Note.
This Note is given in renewal and extension (but not as a novation) of
that certain Third Amended and Restated Revolving Credit Note dated April 12,
1996, in the original principal amount of $7,500,000, executed by Makers and
payable to the order of the Bank, and this Note is entitled to all benefits of
all Collateral securing such prior note.
IN WITNESS WHEREOF, the Makers have executed this Note the 18th day of
August, 1997.
BESTWAY, INC.
By: /s/ BETH A. DURRETT
-----------------------
Beth A. Durrett
Vice President
BESTWAY RENTAL, INC.
By: /s/ BETH A. DURRETT
----------------------
Beth A. Durrett
Vice President
-3-
<PAGE> 4
K.C. RESOURCE SERVICE CORPORATION
By: /s/ BETH A. DURRETT
------------------------------
Beth A. Durrett
Vice President
U.S. CREDIT-SERVICE CORPORATION
By: /s/ BETH A. DURRETT
------------------------------
Beth A. Durrett
Vice President
-4-
<PAGE> 1
EXHIBIT 10.2
THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
THIS PROMISSORY NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD,
TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FOR THIS PROMISSORY NOTE UNDER THE SECURITIES ACT OF 1933 OR AN
OPINION OF COUNSEL OF THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SAID
ACT.
FIRST AMENDMENT AND RESTATED
PROMISSORY NOTE
$3,000,000 Dallas, Texas August 19, 1997
For value received the undersigned BESTWAY, INC. a Delaware
corporation (the "Maker"), hereby promises to pay to O'Donnell & Masur, L.P.
(the "Payee"), in lawful money of the United States of America, the principal
sum of THREE MILLION DOLLARS AND NO/CENTS ($3,000,000), with interest on the
unpaid principal balance thereof from the date of advancement until default or
maturity equal to the rate of 6.0% per annum during the first year, and 8% per
annum thereafter, calculated on the basis of the actual number of calendar days
elapsed but computed as if each year consisted of 360 days.
Accrued interest shall be due and payable quarter-annually on the
first day of January, April, July and October of each calendar year beginning
on October 1, 1997 and continuing regularly and quarter-annually thereafter
until this Note is paid in full. The principal of this Note and all accrued but
unpaid interest shall be due and payable on August 19, 1999. The Maker may at
any time and from time to time prepay all or any part of the unpaid principal
balance of this Note without premium or penalty.
Each payment received by the Payee shall be applied first to late
charges and collection expenses, if any, then to the payment of accrued but
unpaid interest due hereunder, and then to the reduction of the unpaid
principal balance hereof.
If the Maker defaults in the timely payment of any installment of
principal or interest due hereunder and such default shall continue uncured for
15 days after the Maker has received written notice of such default from the
Payee, the Payee may, at the Payee's option, exercise any or all of the rights,
powers and remedies afforded herein or by law, including, without limitation,
the right to declare the unpaid principal balance of this Note, together will
all accrued but unpaid interest on such principal balance, immediately due and
payable.
1
<PAGE> 2
The failure by the Payee to exercise any right, power or remedy upon
the occurrence of a default by the Maker shall not constitute a waiver of the
right to exercise the same or any other right, power or remedy at any
subsequent time in respect to any other default. The acceptance by the Payee of
any payment hereunder which is less than payment in full of all amounts due and
payable at the time of such payment shall not constitute a waiver of the right
to exercise of any such right, power or remedy without the written consent of
the Payee, except as and to the extent otherwise provided by law.
Except as may be otherwise provided herein, the makers, signers,
sureties, guarantors and endorsers of this Note severally waive demand,
presentment, notice of dishonor, notice of intent or demand or accelerate
payment hereof, notice of acceleration, diligence in collecting, grace, notice
and protest and agree to one or more extension for any period or periods of
time and partial payments, before or after maturity, without prejudice to the
holder. If this Note shall be collected by legal proceedings or through a
probate or bankruptcy court, or shall be placed in the hand of an attorney for
collection after default or maturity, the Maker agrees to pay all costs of
collection, including reasonable attorney's fees.
This Note and the Maker's obligations hereunder shall be subordinated,
at the option of the Maker, to any other current or future indebtedness of the
Maker at any time of from time to time designated by the Maker as senior
indebtedness and the Payee agrees to execute a subordination agreement
subordinating the indebtedness evidenced by this Note on terms reasonably
requested by the holder of any such senior indebtedness of the Maker. The Payee
may not sell, transfer or assign this Note or any of its right hereunder
without the written consent of the Maker, and the Maker shall in no event be
obligated to make payments hereunder to anyone other than the Payee, its
successors and permitted assigns.
THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF TEXAS WITHOUT GIVING EFFECT TO CONFLICT OF LAWS RULES OR
CHOICE OF LAWS RULES THEREOF.
EXECUTED as of the date first above written.
THE MAKER
BESTWAY, INC.
By: /s/ BETH A. DURRETT
-------------------------------------
Name: Beth A. Durrett
-----------------------------------
Title: Vice President - Finance
----------------------------------
2
<PAGE> 1
BESTWAY, INC. FORM 10-K
- --------------------------------------------------------------------------------
EXHIBIT 21
BESTWAY, INC.
Subsidiaries
July 31, 1997
<TABLE>
<CAPTION>
Subsidiary State of Incorporation
- ------------------------------- ----------------------
<S> <C>
Bestway Rental, Inc. Tennessee
U.S. Credit-Service Corporation Missouri
Westdale Data Service, Inc. Texas
</TABLE>
<PAGE> 1
EXHIBIT 23
[COOPERS & LYBRAND L.L.P. LETTERHEAD]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement of
Bestway, Inc. on Form S-8 (Registration No. 33-60471) of our report dated
October 7, 1997, on our audits of the consolidated financial statements of
Bestway, Inc. as of July 31, 1997 and 1996 and for the years ended July 31,
1997, 1996 and 1995, which report is included in this Annual Report on Form
10-K.
/s/ COOPERS & LYBRAND L.L.P.
Dallas, Texas
October 7, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUL-31-1997
<PERIOD-START> AUG-01-1996
<PERIOD-END> JUL-31-1997
<CASH> 474,080<F1>
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 15,962,450
<CURRENT-ASSETS> 0
<PP&E> 5,019,151
<DEPRECIATION> 8,106,146
<TOTAL-ASSETS> 18,373,967
<CURRENT-LIABILITIES> 0
<BONDS> 8,171,945
0
0
<COMMON> 17,500
<OTHER-SE> 7,577,000
<TOTAL-LIABILITY-AND-EQUITY> 18,383,967
<SALES> 0
<TOTAL-REVENUES> 24,662,812
<CGS> 0
<TOTAL-COSTS> 5,432,915
<OTHER-EXPENSES> 18,153,155
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 756,738
<INCOME-PRETAX> 320,004
<INCOME-TAX> 153,944
<INCOME-CONTINUING> 166,060
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 166,060
<EPS-PRIMARY> .10
<EPS-DILUTED> 0
<FN>
<F1>Company adopted unclassified balance sheet in 1989
</FN>
</TABLE>
