<PAGE>
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended July 31, 2000
Commission file number 000-23250
------------------------
MARKET AMERICA, INC.
(Exact name of registrant as specified in its charter)
North Carolina 56-1784094
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1302 Pleasant Ridge Road
Greensboro, North Carolina
(Address of principal executive offices)
27409
(Zip Code)
(336) 605-0040
(Registrant's Telephone Number, Including Area Code)
------------------------
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 / /
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of September 14, 2000.
19,420,000
================================================================================
1
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PART I
ITEM 1 Statement of Financial Position as of July 31, 2000 (Unaudited)
and April 30, 2000
Statement of Operations for the Three-Month Periods Ended
July 31, 2000 and 1999 (Unaudited)
Statement of Changes in Stockholders' Equity for the Three-
Month Periods Ended July 31, 2000 and 1999 (Unaudited)
Statement of Cash Flows for the Three-Month Periods Ended
July 31, 2000 and 1999 (Unaudited)
Notes to Financial Statements as of July 31, 2000 (Unaudited)
2
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Statement of Financial Position as of
MARKET AMERICA, INC. July 31, 2000 and April 30, 2000
--------------------------------------------------------------------------------
(Unaudited)
July 31, April 30,
ASSETS 2000 2000
-------------- -------------
CURRENT ASSETS
Cash and cash equivalents $46,828,040 $43,870,755
Securities available for sale 6,012,616 9,299,820
Advances to related parties 25,888 6,978
Notes receivable, officers,
Directors and employees 512,849 425,958
Inventories 2,527,253 2,430,734
Deferred tax assets 437,300 404,000
Other current assets 571,428 151,281
----------- -----------
Total current assets 56,915,374 56,589,526
----------- -----------
PROPERTY AND EQUIPMENT
Building 4,466,681 --
Furniture and equipment 4,443,655 3,007,076
Yacht 3,610,000 3,610,000
Building construction in progress -- 3,076,870
Software 388,604 306,975
Leasehold improvements 798,039 348,410
----------- -----------
13,706,979 10,349,331
Less accumulated depreciation 1,224,880 1,093,028
----------- -----------
Total property and equipment 12,482,099 9,256,303
----------- -----------
OTHER ASSETS
Restricted cash 2,627,781 2,637,635
Other 1,300,757 1,282,000
----------- -----------
3,928,538 3,919,635
----------- -----------
TOTAL ASSETS $73,326,011 $69,765,464
=========== ===========
The accompanying notes are an integral part of these financial statements.
3
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Statement of Financial Position as of
MARKET AMERICA, INC. July 31, 2000 and April 30, 2000
--------------------------------------------------------------------------------
(Unaudited)
July 31, April 30,
LIABILITIES AND STOCKHOLDERS' EQUITY 2000 2000
-------------- ------------
CURRENT LIABILITIES
Current portion of long-term debt $ 64,108 $ 73,949
Accounts payable - trade 2,281,011 2,095,449
Commissions payable 2,473,350 2,542,125
Sales tax payable 840,136 845,454
Income taxes payable 2,344,394 3,642,394
Other accrued liabilities 625,576 837,481
Unearned revenue 3,131,198 2,694,246
----------- -----------
Total current liabilities 11,759,773 12,731,098
----------- -----------
LONG-TERM DEBT 2,016,141 755,214
----------- -----------
STOCKHOLDERS' EQUITY
Common stock, $.00001 par value;
800,000,000 shares authorized; 19,450,000
and 19,550,000 shares issued and
outstanding at July 31, 2000 and April 30, 2000,
respectively 194 195
Additional paid-in capital 39,801 39,801
Retained earnings 59,435,651 56,187,461
Accumulated other comprehensive
income
Unrealized gains on available-
for-sale securities, net of
deferred taxes 74,451 51,695
----------- -----------
Total stockholders' equity 59,550,097 56,279,152
----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $73,326,011 $69,765,464
=========== ===========
The accompanying notes are an integral part of these financial statements.
4
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Statement of Operations for the Three-Month
MARKET AMERICA, INC. Periods Ended July 31, 2000 and 1999 (Unaudited)
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July 31, July 31,
2000 1999
------------ ------------
SALES $ 33,536,881 $ 30,828,703
COST OF SALES 8,985,799 8,009,354
------------ ------------
GROSS PROFIT 24,551,082 22,819,349
------------ ------------
SELLING EXPENSES
Commissions 15,598,060 14,246,399
Sales tax (6,594) 3,715
------------ ------------
15,591,466 14,250,114
------------ ------------
GENERAL and ADMINISTRATIVE EXPENSES
Salaries 1,480,189 1,195,554
Consulting 371,955 85,739
Rents 364,845 260,117
Depreciation and amortization 187,590 82,356
Other operating expenses 1,431,030 1,287,045
------------ ------------
3,835,609 2,910,811
------------ ------------
INCOME FROM OPERATIONS 5,124,007 5,658,424
------------ ------------
OTHER INCOME (EXPENSE)
Interest income 688,571 388,996
Interest expense (11,740) --
Dividend income -- 24,705
Realized gain (loss) on available-
for-sale securities 163,939 (341,768)
Loss on disposal of assets (110,264) --
Miscellaneous 160,600 136,750
------------ ------------
Total other income (expense) 891,106 208,683
------------ ------------
INCOME BEFORE TAXES 6,015,113 5,867,107
PROVISION FOR INCOME TAXES 2,457,924 2,312,000
------------ ------------
NET INCOME $ 3,557,189 $ 3,555,107
============ ============
BASIC EARNINGS PER COMMON SHARE $ .18 $ .18
============ ============
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 19,452,174 19,950,000
============ ============
The accompanying notes are an integral part of these financial statements.
5
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Statement of Changes in Stockholders' Equity for the
Three-Month Periods Ended July 31, 2000 and 1999
MARKET AMERICA, INC. (Unaudited)
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<TABLE>
<CAPTION>
Accumulated
Common Stock Additional Other
-------------------------- Paid-in Retained Comprehensive
Shares Amount Capital Earnings Income Total
---------- ------ ------- --------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Balances at
April 30, 1999 19,950,000 $ 199 $ 39,801 $ 39,632,535 $ -- $ 39,672,535
Comprehensive
Income:
Unrealized
holding gains
on available-
for-sale
securities, net
of deferred taxes
of $173,000 -- -- -- -- 258,296 258,296
Net income -- -- -- 3,555,107 -- 3,555,107
------------ ------ ------------ ------------ ------------ ------------
Total
Comprehensive
Income 3,813,403
------------
Balances at
July 31, 1999 19,950,000 $ 199 $ 39,801 $ 43,187,642 $ 258,296 $ 43,485,938
============ ====== ============ ============ ============ ============
Balances at
April 30, 2000 19,550,000 $ 195 $ 39,801 $ 56,187,461 $ 51,695 $ 56,279,152
Purchase and
retirement of
common stock (100,000) (1) -- (308,999) -- (309,000)
Comprehensive
Income:
Unrealized
holding gains
on available-
for-sale
securities, net
of deferred taxes
of $15,000 -- -- -- -- 22,756 22,756
Net income -- -- -- 3,557,189 -- 3,557,189
------------ ------ ------------ ------------ ------------ -----------
Total
Comprehensive
Income 3,579,945
-----------
Balances at
July 31, 2000 19,450,000 $ 194 $ 39,801 $ 59,435,651 $ 74,451 $59,550,097
============ ======= ============ ============ ============ ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
<PAGE>
Statement of Cash Flows for the
Three-Month Periods Ended July 31, 2000 and 1999
MARKET AMERICA, INC. (Unaudited)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
July 31, July 31,
2000 1999
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 3,557,189 $ 3,555,107
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 187,590 82,356
Deferred income taxes (48,300) --
Loss on disposal of fixed assets 110,264 --
(Gain)loss on sales of available-for-sale securities (163,939) 341,768
(Increase) decrease in inventories (96,519) 81,908
(Increase) decrease in other current assets (420,147) (108,227)
(Increase) decrease in other assets (22,726) 50,000
Increase (decrease) in accounts payable 185,562 293,681
Increase (decrease) in commissions payable (68,775) (142,377)
Increase (decrease) in sales tax payable (5,318) (680)
Increase (decrease) in income taxes payable (1,298,000) (75,000)
Increase (decrease) in other accrued liabilities (211,905) (108,004)
Increase (decrease) in unearned revenue 436,952 136,715
------------ ------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 2,141,928 4,107,247
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of available for sale securities (7,087,753) (27,651,497)
Proceeds from sale of available
for sale securities 10,576,652 15,640,095
Increase in notes receivable, officers, directors
And employees (86,891) (576,208)
Advances to related parties (18,910) (74,605)
Decrease in restricted cash 9,854 --
Increase in other assets -- (500,000)
Purchase of property and equipment (3,519,681) (3,729,114)
------------ ------------
NET CASH USED IN INVESTING ACTIVITIES (126,729) (16,891,329)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Purchase and retirement of common stock (309,000) --
Payments on notes payable and long-term debt (29,751) (30,000)
Proceeds from long-term debt 1,280,837 --
------------ ------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 942,086 (30,000)
------------ ------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 2,957,285 (12,814,082)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 43,870,755 45,426,920
------------ ------------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 46,828,040 $ 32,612,838
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
7
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Notes to Financial Statements
MARKET AMERICA, INC. July 31, 2000(Unaudited)
-------------------------------------------------------------------------------
Interim Financial Information
The unaudited interim financial statements of Market America, Inc. (the
"Company")as of July 31, 2000 and 1999 have been prepared in accordance with the
rules and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations. In the opinion of
management, the accompanying interim financial statements contain all
adjustments, consisting of normal recurring adjustments, necessary to present
fairly the Company's financial statements as of July 31, 2000 and for the
three-month periods ended July 31, 2000 and 1999. Management suggests that these
financial statements should be read in conjunction with the audited financial
statements and notes thereto included in the Company's latest Annual Report on
Form 10-K. The results of operations for the quarter ended July 31, 2000 may not
be indicative of the results that may be expected for the fiscal year ending
April 30, 2001.
Earnings Per Share
The Company computes earnings per share ("EPS") based upon the requirements of
Statement of Financial Accounting Standards No. 128. This statement specifies
the calculation, presentation, and disclosure requirements for both basic and
diluted EPS. The Company does not have any securities or agreements outstanding
with dilutive potential for its common shares.
Reclassifications
Certain reclassifications have been made to prior period amounts to conform with
the current period financial statements presentation. Reclassifications made had
no effect on previously reported net income.
Related Party Transactions
In December 1999, the Company entered into an agreement with a company owned by
Mr. And Mrs. James H. Ridinger to lease real estate in Miami, Florida for direct
sales training and education, as well as other corporate functions. The monthly
rental is $60,000 and the lease has a 20-year term. The Company is committed to
construct a training and meeting facility on this leased property during the
year ending April 30, 2001 for a cost of approximately $1,850,000 to provide
additional space. The amount of rent expense under this agreement aggregated to
$180,000 during the three-month period ended July 31, 2000. The related company
owed the Company $25,888 at July 31, 2000.
The Company also has a 33-year net ground lease with a related company for real
estate in Greensboro, North Carolina on which the Company's new office and
distribution center was constructed. Required rental payments are $10,666 per
month. The amount of rent expense under this agreement aggregated to $31,998 for
the three-month period ended July 31, 2000.
8
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Notes to Financial Statements
MARKET AMERICA, INC. July 31, 2000(Unaudited)-Concluded
-------------------------------------------------------------------------------
Notes receivable, officers, directors and employees include amounts due from
officers and directors of $512,849 at July 31, 2000.
Substantially all of the Company's leasehold improvements are to properties
leased from a related company.
Related party transactions are more fully described in the Company's most recent
annual report on Form 10K.
Subsequent Event
Subsequent to July 31, 2000, the Company paid $60,000 to purchase and retire
30,000 shares of its common stock.
9
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ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Liquidity & Capital Resources
The Company had unrestricted and restricted cash on deposit with various
financial institutions and available-for-sale debt securities totaling $55.5
million at July 31, 2000 compared to $55.8 million at April 30, 2000. The $55.5
million as of July 31, 2000 was comprised of $46.8 million of unrestricted cash,
$2.7 million of restricted cash and $6.0 million of available-for-sale
securities.
The restricted cash consisted of certificates of deposit, which were restricted
for use as collateral under a loan guarantee of a $5.3 million loan by a
financial institution to a related company during fiscal 2000. The loan proceeds
were used by the related company to purchase real estate in Miami, Florida. The
Company is leasing this real estate under a twenty-year agreement. The real
estate is to be used for direct sales training and education as well as other
corporate functions (see "Related Party Transactions" in the Notes to Financial
Statements above). The Company is committed to construct a $1.85 million
training and meeting facility on the leased property in order to provide
additional space for distributor events and corporate meetings. The costs of
this facility will be funded from cash flow from operations.
The available-for-sale debt securities consist of obligations of governmental
agencies and commercial paper. These securities were purchased in order to
increase the Company's yield on assets pending use in the Company's business and
can be converted into cash when the need arises.
During the three-month period ended July 31, 2000, the Company completed its new
102,000 square foot office and distribution facility in Greensboro, North
Carolina. The Company financed the building with approximately $2.4 million of
cash from operations and a five-year $2.1 million loan bearing interest at
7.625% annually. The loan requires 59 monthly payments of $19,750, including
interest, with a balloon payment of all outstanding principal plus interest due
as the 60th payment. The building was constructed on land leased from a related
company (see "Related Party Transactions" in the Notes to Financial Statements
above).
The Company is also a guarantor of a $1.6 million loan by a financial
institution to a related company. The proceeds of the loan were used by the
related company to purchase the land on which the Company constructed its new
office and distribution facility in Greensboro, North Carolina. This loan and
the Company's building loan are cross-collateralized by the land being leased
from the related company and by the building constructed thereon by the Company.
The guaranteed loan is repayable over a five-year period.
Management believes that its current level of cash and cash equivalents and its
cash provided by operating activities will provide sufficient resources for
operations in the foreseeable future. In the event that the Company's operating
environment becomes adverse, there can be no assurance that additional financing
would not be required.
Results of Operations
The Company's sales continued to grow during the quarter ended July 31, 2000.
Net sales increased 8.8% to $33.5 million for the quarter ended July 31, 2000
compared to $30.8 million for the same period in the prior fiscal year.
Management believes that its growth in number of active distributors is due to
an emphasis on recruitment training and "One-to-One Marketing" has led to this
growth.
10
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ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS - CONTINUED
Commission expense was $15.6 million for the three-month period ended July 31,
2000. This compares to $14.2 million for the same period last year. Commissions,
as a percentage of sales, were 46.5% and 46.2% for the three-month periods ended
July 31, 2000 and 1999, respectively. Management anticipates that commission
expense will range from 43% to 47% of sales on an annual basis during fiscal
2001.
General and administrative expenses were $3.8 million and $2.9 million for the
three-month periods ended July 31, 2000 and 1999, respectively. As a percentage
of sales, general and administrative expenses were 11.4% and 9.4% for the
three-month periods ended July 31, 2000 and 1999, respectively. For the
three-month periods ended July 31, 2000 and 1999, the general and administrative
expenses included the following items:
2000 1999
---------- ----------
Legal and professional fees $ 151,778 $ 368,522
Insurance 152,789 281,269
Other taxes and licenses 189,539 125,029
Utilities 92,440 85,717
Other 844,484 426,508
---------- ----------
$1,431,030 $1,287,045
========== ==========
Due to efforts to expand human resources to better serve the Company's
distributors, the Company had a larger workforce by 8.5% compared to the same
period in fiscal 2000. This resulted in increased payroll expenses and employee
benefits.
The Company incurred larger consulting expenses due to renovations of the leased
corporate facility in Miami, Florida. The Company also incurred $159,000 more in
lease payments during the first quarter of fiscal 2001 as a result of the change
in leased property in Miami, Florida as discussed in the Company's most recent
annual filing on form 10-K.
Legal and professional fees declined as a result of the prior year period
containing expenses related to the settlement of the Securities and Exchange
Commission administrative proceeding on May 4, 1999.
Insurance expense declined due to lower health care claims incurred under the
Company's self-insured health insurance plan during the three-month period ended
July 31, 2000 compared to the three-month period ended July 31, 1999.
The primary causes of the increase in "other" general and administrative
expenses were higher repairs and maintenance and travel costs. Repairs and
maintenance costs were approximately $158,000 higher in the fiscal 2001 period
as a result of required repairs to the Company's yacht and Miami office
facilities. The Company did not incur significant repairs to the yacht in the
fiscal 2000 quarter due to the condition it was in when purchased. Travel costs
increased by approximately $129,000 due to increased management presence at
corporate events and meetings due to the Company's increased emphasis on
distributor recruitment training.
11
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ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS - CONCLUDED
Forward-Looking Information
Statements in this report concerning the Company's business outlook for future
economic performance, anticipated profitability, revenues, expenses or other
financial items, together with other statements that are not historical facts,
are "forward-looking statements" as that term is defined under federal
securities laws. "Forward-looking statements" are subject to risks,
uncertainties and other factors, which could cause actual results to differ
materially from those stated in such statements. Such risks, uncertainties and
factors include, but are not limited to, decreases in sales volume or number of
distributors, unfavorable regulatory action, loss of key personnel, loss of key
suppliers and general economic conditions.
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company has evaluated the disclosure requirements of Item 305 of S-K
"Quantitative and Qualitative Disclosures about Market Risk," and has concluded
that the Company has no market risk sensitive instruments for which these
additional disclosures are required.
PART II
ITEM 1 LEGAL PROCEEDINGS
The Company did not become a party and its property did not become
subject to any material pending legal proceeding during the quarter.
There were no material developments in any legal proceeding previously
reported.
The Company is periodically involved in routine litigation incidental
to its business, including litigation involving distributor
terminations. Management believes that any such pending litigation will
not have a material effect on the Company's financial position or
results of operations.
ITEM 2 CHANGES IN SECURITIES
NONE
ITEM 3 DEFAULTS UPON SENIOR SECURITIES
NONE
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
NONE
ITEM 5 OTHER INFORMATION
NONE
12
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ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
The exhibits to this report are listed in the Exhibit
Index, which is incorporated herein by reference.
(b) REPORTS ON FORM 8-K
None
13
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-------------------------------------------------------------------------------
SIGNATURE
-------------------------------------------------------------------------------
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.
MARKET AMERICA, INC.
(Registrant)
Date: September 14, 2000 /s/ James H. Ridinger
------------------------ -----------------------------------
James H. Ridinger, President and CEO
(Principal Executive Officer and
Principal Financial Officer)
14
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EXHIBITS TO FORM 10-Q
EXHIBIT INDEX
Exhibit
Number Identification
------ ---------------
2.1 Agreement and Plan of Merger dated as of October 31, 1993 between
Atlantis Ventures, Inc. and Market America, Inc. and Addendum (to
same)dated October 1, 1993 (incorporated by reference to Exhibits
2.1 and 2.2, respectively, to the Company's Current Report on Form
8-K filed October 6, 1993, Commission File No. 000-23250)
3.1 Articles of Incorporation of the Company (incorporated by reference
to Exhibit 3.1 to the Company's Current Report on Form 8-K filed
with the Commission on November 3, 1993, Commission File No.
000-23250)
3.2 Articles of Amendment of the Company (incorporated by reference to
Exhibit 3.1 to the Company's Annual Report on Form 10-K for the
fiscal year ended April 30, 1996 filed with the Commission on July
30, 1996, Commission File No. 000-23250)
3.3 By-laws of the Company (incorporated by reference to Exhibit 3.4 to
the Company's Annual Report on Form 10-K for the fiscal year ended
April 30, 1996 filed with the Commission on July 30, 1996,
Commission File No. 000-23250)
10.2 Vendor agreement between Market America, Inc. and Isontonix (x)
Corporation dated October 25, 1993 (incorporated by reference to
Exhibit 10.2 to the Company's Annual Report on Form 10-K for the
fiscal year ended April 13, 1998 filed with the Commission on August
13, 1998, Commission File No. 000-23250)
10.4 Lease between Miracle Holdings LLC and Market America, Inc. dated
November 1, 1998 (incorporated by reference to Exhibit 10.4 to the
Company's Annual Report on Form 10-K for the fiscal year ended April
30, 1999 filed with the Commission on July 29, 1999, Commission File
No. 000-23250)
10.5 Right of First Refusal agreement between Market America, Inc. and
Miracle Holdings LLC dated May 20, 1999 (incorporated by reference
to Exhibit 10.5 to the Company's Annual Report on Form 10-K for the
fiscal year ended April 30, 1999 filed with the Commission on July
29, 1999, Commission File No. 000-23250)
10.6 Lease between Miracle Properties LLC and Market America, In.c dated
February 1, 2000 (incorporated by reference to Exhibit 10.6 to the
Company's Annual Report on Form 10-K for the fiscal year ended April
30, 2000 filed with the Commission on July 28, 2000, Commission File
No. 000-23250)
27* Financial Data Schedule
----------------
* Filed herewith.
15
