U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended JUNE 30, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF
1934
For the transition period from _________ to __________
Commission file number 0-22132
BUCKHEAD AMERICA CORPORATION (Exact name of small business issuer as
specified in its charter)
DELAWARE 58-2023732
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization
4243 DUNWOODY CLUB DRIVE, SUITE 200, ATLANTA, GEORGIA 30350
(Address of principal executive offices)
(770) 393-2662
(Issuer's telephone number)
N/A
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X No
<PAGE>
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: July 31, 1999
Common stock, par value $.01 - 1,969,935 shares outstanding
Transitional Small Business Disclosure Format (Check one): Yes ___ No X
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BUCKHEAD AMERICA CORPORATION
AND SUBSIDIARIES
Condensed Consolidated Financial Statements
June 30, 1999 and 1998
(Unaudited)
<PAGE>
BUCKHEAD AMERICA CORPORATION
AND SUBSIDIARIES
Condensed Consolidated Balance Sheet
June 30, 1999
(Unaudited)
Assets
Current assets:
Cash and cash equivalents, including
restricted cash of $549,314 $ 1,160,706
Investment securities 142,146
Accounts receivable, net 11,111,346
Current portions of notes receivable 460,592
Other current assets 560,099
------------
Total current assets 13,434,889
Noncurrent portions of notes receivable, net 3,462,435
Property and equipment, at cost, net 36,968,769
Deferred tax assets 2,631,000
Deferred costs, net 1,624,150
Leasehold interests, net 2,471,720
Other assets 1,254,545
------------
$ 61,847,508
============
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable and accrued expenses $ 4,040,816
Current portions of notes payable 2,100,245
------------
Total current liabilities 6,141,061
Noncurrent portions of notes payable 30,001,845
Other liabilities 416,083
Total liabilities 36,558,989
Minority interest in partnership 2,938,233
Shareholders' equity:
Series A preferred stock; $100 par value;
200,000 shares authorized; 30,000 shares
issued and outstanding 3,000,000
Common stock; $.01 par value; 5,000,000
shares authorized; 2,029,277 shares issued
and 1,969,935 shares outstanding 20,293
Additional paid-in capital 7,463,307
Retained earnings 12,477,952
Accumulated other comprehensive loss (140,247)
Treasury stock (59,342 shares) (471,019)
------------
Total shareholders' equity 22,350,286
$61,847,508
============
See accompanying notes to condensed consolidated financial statements.
<PAGE>
BUCKHEAD AMERICA CORPORATION
AND SUBSIDIARIES
Condensed Consolidated Statements of Income(Loss)
Six Months ended June 30, 1999 and 1998
(Unaudited)
1999 1998
----------- -----------
Revenues:
Hotel revenues $12,545,092 12,047,433
Interest income 243,983 155,379
Other income 4,560,232 698,361
----------- -----------
Total revenues 17,349,307 12,901,173
----------- -----------
Expenses:
Hotel operations 10,243,528 9,393,309
Other operating and administrative 1,627,305 1,642,267
Depreciation and amortization 872,258 872,425
Interest 1,632,111 1,414,392
----------- -----------
Total expenses 14,375,202 13,322,393
----------- -----------
Income(loss) before income taxes 2,974,105 (421,220)
Provision for income tax expense (benefit) 1,200,000 (150,000)
----------- -----------
Net income(loss) $ 1,774,105 (271,220)
=========== ===========
Net income(loss) per common share:
Basic $ 0.83 (0.22)
=========== ===========
Diluted $ 0.61 (0.22)
=========== ===========
See accompanying notes to condensed consolidated financial statements.
<PAGE>
BUCKHEAD AMERICA CORPORATION
AND SUBSIDIARIES
Condensed Consolidated Statements of Income
Three Months ended June 30, 1999 and 1998
(Unaudited)
1999 1998
----------- -----------
Revenues:
Hotel revenues $ 6,545,239 7,014,843
Interest income 131,587 64,476
Other income 4,183,122 517,595
----------- -----------
Total revenues 10,859,948 7,596,914
----------- -----------
Expenses:
Hotel operations 5,226,051 5,256,395
Other operating and administrative 879,966 937,416
Depreciation and amortization 401,899 460,794
Interest 832,309 754,343
----------- -----------
Total expenses 7,340,225 7,408,948
----------- -----------
Income before income taxes 3,519,723 187,966
Provision for income tax expense 1,400,000 70,000
=========== ===========
Net income $ 2,119,723 17,966
=========== ===========
Net income per common share:
Basic $ 1.04 0.02
=========== ===========
Diluted $ 0.70 0.02
=========== ===========
See accompanying notes to condensed consolidated financial statements.
<PAGE>
BUCKHEAD AMERICA CORPORATION
AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
Six Months Ended June 30, 1999 and 1998
(Unaudited)
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net income(loss) $ 1,774,105 (271,220)
Adjustments to reconcile net income(loss)
to net cash provided (used) by
operating activities:
Depreciation and amortization 872,258 872,425
Sales of trading securities, net - 2,998,950
Gains on property transactions, net (5,259,166) (258,105)
Minority interest in partnership income 2,413,720 174,419
Other, net (278,723) 21,158
----------- -----------
Net cash provided (used) by
operating activities (477,806) 3,537,627
----------- -----------
Cash flows from investing activities:
Note receivable principal receipts 130,551 374,643
Originations of notes receivable (165,000) (838,721)
Capital expenditures (2,155,380) (1,692,181)
Other, net 312,252 (1,745,807)
----------- -----------
Net cash provided (used) by
investing activities (1,877,577) (3,902,066)
----------- -----------
Cash flows from financing activities:
Repayments of notes payable (598,438) (438,407)
Additional borrowings 2,475,434 921,210
Preferred stock dividends (25,000) (150,000)
Other, net 59,899 (142,375)
----------- -----------
Net cash provided (used) by
financing activities 1,911,895 190,428
----------- -----------
Net increase (decrease) in cash and
cash equivalents (443,488) (174,011)
Cash and cash equivalents at beginning
of period 1,604,194 3,281,774
----------- -----------
Cash and cash equivalents at end of period $ 1,160,706 3,107,763
=========== ===========
</TABLE>
(Continued)
See accompanying notes to condensed consolidated financial statements.
<PAGE>
BUCKHEAD AMERICA CORPORATION
AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows - Continued
Six Months Ended June 30, 1999 and 1998
(Unaudited)
Supplemental disclosures of noncash investing and financing activities:
In June 1999, the Company recorded the following partial cash activity
relating to the sale of a 150-room hotel in Orlando, Florida:
Gross sale price $ 13,500,000
Portion allocated to management
and franchise contract termination (1,446,590)
Net sales price 12,053,410
Basis in property sold (6,474,116)
Costs (327,682)
Net gain $ 5,251,612
============
The company owns approximately 59% of the partnership which owned
the hotel.
In May 1998, the Company recorded the following partial cash activity
relating to an acquired 121-room hotel in Norcross, Georgia:
Costs:
Cash and payables $ 223,101
Debt assumed 3,818,798
-----------
Property and equipment acquired $ 4,041,899
===========
In June 1998, the Company recorded the following partial cash activity
relating to the acquisition of leasehold interests in seven hotels owned by
Host Funding, Inc.:
Costs:
Cash and payables $ 516,635
Common stock issued 400,000
Notes payable issued 400,000
------------
$ 1,316,635
============
Allocated to:
Lessor=s common stock 288,000
Leasehold interests 1,028,635
------------
$ 1,316,635
============
See accompanying notes to condensed consolidated financial statements.
BUCKHEAD AMERICA CORPORATION
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 1999 and 1998
(Unaudited)
(1) Basis of Presentation
The accompanying unaudited condensed consolidated financial statements
do not include all of the information and footnotes required by
generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair
presentation have been included. The results of operations for interim
periods are not necessarily indicative of the results that may be
expected for a full year or any other interim period. For further
information, see the consolidated financial statements included in the
Company=s Form 10-KSB for the year ended December 31, 1998.
(2) Comprehensive Income(Loss)
Total comprehensive income(loss)for the six months ended June 30, 1999
and 1998 was $1,781,881 and $(271,220), respectively, and for the
three months ended June 30, 1999 and 1998 was $2,088,617 and $117,966,
respectively.
(3) Sale of Hotel
On June 30, 1999, the Company completed its previously
reported sale of the Country Hearth Inn located in Orlando,
Florida for $13.5 million. The Company holds an approximate
59% interest in the partnership which owned the hotel in
addition to holding franchise and hotel management contracts
relating to the operation of the property. Accounts receivable
at June 30, 1999 includes approximately $9.1 million
representing the gross proceeds after retirement of an
approximate $4.4 million first mortgage loan. Such amount was
received in July and after payment of certain fees, costs,
bonuses, and minority interest shares, the Company's share of
net proceeds will be approximately $5.5 million. The Company
has no obligation to continue to operate the property, but
plans to continue to operate the hotel under an agreement with
Orange County, Florida (the purchaser) until December 2000 at
which time the property is to be demolished to make way for
expansion of the Orange County Convention Center.
The pretax impact of the Orlando hotel sale is reflected in
other income for the three and six month periods ended June
30, 1999. In connection with the transaction, other income in
such periods includes franchise termination fees of
approximately $640,000 and management termination fees of
approximately $605,000. Other income also includes
approximately $3 million which represents the Company's share
of the pretax gain on sale net of termination fees to others,
cost accruals, and minority interest's share of the gain.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS.
FINANCIAL CONDITION AND CHANGES IN FINANCIAL CONDITION.
First Half 1999
On June 30, 1999, the Company completed its previously reported sale of the
Country Hearth Inn located in Orlando, Florida for $13.5 million. The Company
holds an approximate 59% interest in the partnership which owned the hotel in
addition to holding franchise and hotel management contracts relating to the
operation of the property. Accounts receivable at June 30, 1999 includes
approximately $9.1 million representing the gross proceeds after retirement of
an approximate $4.4 million first mortgage loan. Such amount was received in
July and after payment of certain fees, costs, bonuses, and minority interest
shares, the Company's share of net proceeds will be approximately $5.5 million.
The Company has no obligation to continue to operate the property, but plans to
continue to operate the hotel under an agreement with Orange County, Florida
(the purchaser) until December 2000 at which time the property is to be
demolished to make way for expansion of the Orange County Convention Center.
The Company sold its leasehold interests in three hotel properties during the
first quarter of 1999 resulting in aggregate gains of approximately $300,000.
These sales represent a continuation of the Company's previously announced
desire to divest itself of older properties. Additional such sales are
anticipated, the timing of such and impact on earnings are not presently
determinable.
During the second quarter of 1999, the Company entered into a contract for the
sale of one of its three 40-room hotel properties in Texas. The sale was closed
in July and the Company is presently marketing the other two properties. The
Company recognized a second quarter charge of $300,000 relating to the
establishment of valuation reserves for these three properties.
During the first half of 1999, the Company drew down $1 million on its bank line
of credit in order to fund working capital needs and construction commitments.
Also, the Company temporarily suspended payment of dividends on its Series A
preferred stock. As has been previously disclosed, the Company's hotel
operations are highly seasonal. Historically, the Company's hotel revenues and
operating profits have been stronger during the second and third quarters as
opposed to the first and fourth quarters. Management expects this trend to
continue and further believes that the Company's present liquidity and existing
commitments are adequate to sustain the current operations of the Company. The
line of credit was fully repaid in July from a portion of the proceeds from the
Orlando hotel sale. The Company also resumed payment of Series A preferred
dividends.
The Company has continued its expansion of the Country Hearth Inn lodging
system. Nine additional properties have been opened in the first half of 1999
bringing the total to 46 properties operating in fourteen states. An additional
24 properties are in various stages of development; approximately half of which
are expected to open within the next 12 months.
Capital expenditures during the first half of 1999 aggregated approximately $2.2
million and mostly related to two new Company owned Country Hearth Inns in
Eddyville, Kentucky and Washington Courthouse, Ohio. Approximately $1.5 million
of such expenditures was funded by construction loan commitments and the
remainder being funded by working capital and the Company's line of credit.
The Company also has continued expansion of its hotel management business.
During the first quarter of 1999, the Company entered into four additional hotel
management contracts with third party owners. During the second quarter of 1999,
the Company announced an agreement to purchase 12 contracts for the management
of hotels owned by affiliates of Quality Lodging, a significant master
franchisee developer. The Company began management of nine of these hotel
properties in the third quarter.
Management presently intends to use the remaining proceeds from the Orlando
hotel sale to fund working capital needs and to continue to invest in the growth
of the Country Hearth Inn lodging system and the expansion of its hotel
management business.
First Half 1998
The Company began 1998 with 33 hotel properties owned or leased, 36 properties
managed, and 29 Country Hearth Inn franchise properties open and operating. The
30th Country Hearth Inn was opened in March 1998.
Construction of an additional Company owned Country Hearth Inn in Nicholasville,
Kentucky was underway and the Company acquired rights to a site in Eddyville,
Kentucky which began construction in the second quarter of 1998. Loan
commitments were in place which funded the major portion of the construction
costs for both of these projects. The Nicholasville property opened in September
1998 and the Eddyville property opened in March 1999.
Renovation and conversion of two Ohio properties to Country Hearth Inns was
begun in the first quarter using funds from the Company's December 1997
debenture sale. Both conversions were completed during 1998.
Capital expenditures in the first half of 1998 amounted to approximately $1.7
million. Construction and other loan commitments provided approximately $633,000
of these funds. The remainder was provided by a portion of the proceeds from the
Company's December 1997 sale of convertible debentures.
In May 1998, the Company acquired a 121-room hotel in Norcross, Georgia for
approximately $4 million, most of which being financed by the assumption of a
$3.8 million first mortgage loan.
In June 1998, the Company entered into lease agreements for the operation and
management of seven hotels owned by Host Funding, Inc.("Host"). The leased
properties are operated as "Sleep Inns" and "Super 8" hotels; are located in
Florida, Illinois, Missouri, Kentucky, and Mississippi; and aggregate 450 rooms.
RESULTS OF OPERATIONS
Periods ended June 30, 1999 and 1998
The pretax impact of the Orlando hotel sale is reflected in other income for the
three and six month periods ended June 30, 1999. In connection with the
transaction, other income in such periods includes franchise termination fees of
approximately $640,000 and management termination fees of approximately
$605,000. Other income also includes approximately $3 million which represents
the Company's share of the pretax gain on sale net of termination fees to
others, cost accruals, and minority interest's share of the gain. Other income
in the 1999 three and six month periods also includes the $300,000 valuation
charge relating to the Texas hotel properties. Other income for the six months
ended June 30, 1999 and 1998 also includes gains of approximately $300,000 and
$250,000, respectively, relating to the sale of leasehold interests in hotel
properties.
Earnings before interest, taxes, depreciation and amortization ("EBITDA") for
the six months ended June 30, 1999 and 1998 amounted to $5,478,474 and
$1,865,597, respectively. EBITDA for the three months ended June 30, 1999 and
1998 amounted to $4,753,931 and $1,403,103, respectively. Excluding the impact
of the property transactions described in the preceding paragraph, EBITDA for
the 1999 three and six month periods amounted to $812,862 and $1,230,345,
respectively, versus $1,136,021 and $1,598,515, respectively for the same
periods in 1998. Much of the 1999 decline is attributable to revenue and
operating profit declines in the Company's older leasehold properties which are
held for sale. Also, the Company's Orlando hotel experienced a second quarter
operating profit decline of approximately $125,000 attributable to a decline in
convention center business. Second quarter 1999 EBITDA was also negatively
impacted by new property openings which take time to ramp up to normal profit
levels. All other Company owned or leased properties generally experienced 1999
revenue and operating profit levels comparable to or slightly higher than 1998
levels. Rent expense relating to the hotel leases acquired from Host in June
1998 amounted to $913,760 for the six months ended June 30, 1999 versus $167,991
in the same period of 1998. Such amounts are included in hotel operations
expense in the accompanying condensed financial statements.
The properties presently owned or leased by the Company are subject to a
significant amount of seasonal fluctuation. Most of the properties are expected
to be profitable during the third quarter and will generally not be profitable
during the fourth quarter. On an annual basis, all properties are expected to
satisfy their debt, rent, and other cash obligations in addition to providing
the Company with management and/or franchise fees.
Franchising profits increased over $600,000 due to the Orlando termination fees.
Franchising profits for the remainder of 1999 and beyond are expected to further
increase as a result of additional franchise property openings and a reduction
in payroll relating to the resignation of an executive officer.
Interest income increased during the three and six month 1999 periods due to
increases in the notes receivable portfolio resulting from the 1998 and 1999
leasehold interest sales.
Other operating and administrative expenses in the first half of 1999 were
comparable to 1998 and in line with management expectations.
Changes in depreciation and interest expense are directly related to changes in
property and equipment and related mortgages resulting from new construction,
other acquisitions, and disposals. Such amounts are expected to decrease in the
second half of 1999 as a result of the Orlando hotel sale.
The Company files income tax returns and recognizes income tax expense (benefit)
on an annual calendar basis. The provisions for income tax expense (benefit)
recognized in the quarterly condensed financial statements represents
management's estimates of the impact on the annual income tax expense (benefit)
which results from such quarter's operations.
YEAR 2000 ISSUES
The Year 2000 compliance issue concerns the inability of computerized
information systems to accurately calculate, store or use a date after 1999.
This could result in a system failure or miscalculations causing disruptions of
operations. The Year 2000 issue affects virtually all companies and all
organizations. The Company recognizes the importance of ensuring that its
business operations are not disrupted as a result of Year 2000 related computer
system and software issues.
The Company has conducted an assessment of its computer and data
telecommunications information systems ("IT Systems"), as well those computer
systems that do not relate to information technology, including, without
limitation, electronic locks, telephone systems, elevators, VCR's and other
guest service related systems ("Non-IT Systems"), to identify needed Year 2000
remediation. The Company currently anticipates that its Year 2000 assessment,
remediation, and testing efforts will be completed prior to December 31, 1999.
The Company's home office, and management company IT Systems have been evaluated
and tested and are considered to be Year 2000 compliant. All hotel front office
systems have been evaluated. Seven such systems were found not to be Year 2000
compliant and will need to be upgraded or replaced at an estimated total cost of
$40,000.
The Company has communicated with its significant vendors and service providers
regarding the extent to which these entities have addressed Year 2000 compliance
issues. The most critical IT System, credit card processing, has been tested and
found to be Year 2000 compliant. Other vendor and service provided systems such
as electronic lock systems and guest related telephone and television systems
have been tested and found to be Year 2000 compliant. All other less critical
systems are currently being evaluated. Management estimates that this overall
process is approximately 90% complete and expenditures to remediate any problems
encountered will not be significant.
The Company has not communicated with its hotel guests regarding Year 2000
compliance issues, since none of its guests is considered to be individually
significant and the Company receives no electronic data from its guests other
than credit card information which is discussed above.
Based on the Company's assessments and available information, the Company
believes that its cost to ensure Year 2000 compliance will not exceed $100,000.
As of July 31, 1999 the Company had incurred approximately $15,000 related to
Year 2000 assessment, remediation and testing. The Company believes that the
Year 2000 issue will not pose significant operational problems for the Company.
However, if all Year 2000 issues are not properly identified, or assessment,
remediation and testing are not completed timely, there can be no assurance that
the Year 2000 issue will not materially adversely impact the Company's results
of operations or adversely affect the Company's relationships with guests,
vendors or others. Additionally, there can be no assurance that the Year 2000
issues of other entities, including, but not limited to, the Company's third
party vendors and service providers and its guests, will not have a material
adverse impact on the Company's systems or results of operations. The Company
has not engaged an independent expert solely to assist in its Year 2000 efforts.
However, when installing new software, the Company requires year 2000 compliance
assurances from its vendors.
The Company has not yet determined the operational costs and problems that would
be reasonably likely to result from the failure by the Company and certain third
parties to complete efforts necessary to achieve Year 2000 compliance on a
timely basis. The Company has not developed a contingency plan for dealing with
the most reasonably likely worst case scenario, and such scenario has not yet
been clearly identified. The Company currently plans to complete such analysis
and contingency planning prior to December 31, 1999.
Readers are cautioned that forward-looking statements regarding Year 2000 issues
should be read in conjunction with the cautionary statement in the RISK FACTORS
section which follows.
RISK FACTORS
This Form 10-QSB contains forward looking statements that involve risks and
uncertainties. Statements contained in this Form 10-QSB that are not historical
facts are forward looking statements that are subject to the safe harbor created
by the Private Securities Litigation Reform Act of 1995. The Company's actual
results may differ significantly from the results indicated by such forward
looking statements.
The Company is subject to a number of risks, including the general risks of
investing in real estate, the illiquidity of real estate, environmental risks,
possible uninsured or underinsured losses, fluctuations in property taxes, hotel
operating risks, the impact of competition, the difficulty of managing growth,
seasonality, the risks inherent in operating a hotel franchise business, and the
risks involved in hotel renovation and construction. For a discussion of these
and other risk factors, see the "RISK FACTOR" section contained in the Company's
Registration Statement on Form S-3 (File No. 333-37691).
PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES
During the first half of 1999, the Company temporarily suspended payments of
Series A preferred stock dividends due to liquidity requirements created by the
seasonal aspects of the Company's hotel operations. Such preferred dividends are
cumulative and would be required to be paid prior to any distributions to common
shareholders. As of June 30, 1999, a total of $125,000 of Series A preferred
dividends were in arrears.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held its Annual Meeting of Stockholders on May 27, 1999. The purpose
of the meeting was to consider and vote upon the following matters:
1. To elect seven directors to serve until the next annual meeting of
stockholders and until their successors are elected and have qualified.
2. To consider a proposal to approve the Company=s 1999 Employee Stock Option
Plan.
3. To transact such other business as may have properly come before the
meeting.
The Company's seven incumbent directors (Douglas C. Collins, Ronald L. Devine,
David C. Glickman, Robert B. Lee, David B. Mumford, William K. Stern, and Steven
A. Van Dyke) were nominated for re-election. Each of the nominees was elected as
follows:
Votes For Votes Withheld
Douglas C. Collins 1,427,604 1,203
Ronald L. Devine 1,427,593 1,214
David C. Glickman 1,427,593 1,214
Robert B. Lee 1,427,604 1,203
David B. Mumford 1,427,604 1,203
William K. Stern 1,427,593 1,214
Steven A. Van Dyke 1,427,593 1,214
<PAGE>
The proposal to approve the Company=s 1999 Employee Stock Option Plan was
approved as follows:
Votes
For 1,341,407
Against 86,455
Abstentions 945
No other matters came before the meeting.
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBIT INDEX
Exhibit Description
3(i) Articles of Incorporation.(Incorporated by reference to Exhibit
3(i) to the Registrant's Registration Statement on Form 10-SB
(No.0-22132) which became effective on November 22, 1993.)
3(i)(a) Certificate of Amendment of Certificate of Incorporation.
(Incorporated by reference to Exhibit 3(i)(a) to the Registrant's
Annual Report on Form 10-KSB for the fiscal year ended December
31, 1994.)
3(i)(b) Certificate of Amendment of Certificate of Incorporation.
(Incorporated by reference to Appendix "A" to the Registrant's
Definitive Proxy Statement filed with the Securities and Exchange
Commission on June 9, 1997.)
3(i)(c) Certificate of Amendment of Certificate of Incorporation.
(Incorporated by reference to Appendix "A" to the Registrant's
Definitive Proxy Statement filed with the Securities and Exchange
Commission on May 5, 1998.)
3(ii)By-Laws - Amended and Restated as of June 27, 1994.
(Incorporated by reference to Exhibit 3(ii) to the Registrant's
Annual Report on Form 10-KSB for the fiscal year ended December
31, 1994.)
4(i) Certificate of Designation, Preferences and Rights of Series A
Preferred Stock of the Registrant. (Incorporated by reference to
Exhibit 3(i)(c) to the Registrant's Quarterly Report on Form
10-QSB for the quarter ended September 30, 1997.)
10.9 Buckhead America Corporation 1999 Employee Stock Option Plan.
(Incorporated by reference to Annex A1" to the Registrant=s
Definitive Proxy Statement filed with the Securities and Exchange
Commission on April 30, 1999.)
11 Statement re: Computation of per share earnings
27 Financial Data Schedule
(B) REPORTS ON FORM 8-K
The Company has not filed any reports on Form 8-K during the quarter for which
this report is filed.
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Buckhead America Corporation
(Registrant)
Date: August 14, 1999 /s/Douglas C. Collins
Douglas C. Collins
President and Chief Executive Officer
Date: August 14, 1999 /s/Robert B. Lee
Robert B. Lee
Senior Vice President and
Chief Financial and Accounting Officer
EXHIBIT 11
Statement re: Computation of Per Share Earnings
<TABLE>
<CAPTION>
Six Months Six Months Three Months Three Months
Ended Ended Ended Ended
June 30, June 30, June 30, June 30,
1999 1998 1999 1998
<S> <C> <C> <C> <C>
Basic Net Income (Loss) per Common Share:
Numerator:
Net income (loss) for the period $ 1,774,105 (271,220) 2,119,723 117,966
Series A preferred stock dividends (150,000) (150,000) (75,000) (75,000)
---------------- ------------ ------------ -------------
Net income (loss) attributable to
common shares $ 1,624,105 (421,220) 2,044,723 42,966
================ ============ ============ =============
Denominator:
Actual common shares outstanding:
Beginning of period 1,943,935 1,897,780 1,963,935 1,897,780
End of period 1,969,935 1,951,427 1,969,935 1,951,427
Weighted average for the period
(Based on the actual days which
the incremental shares, if any,
were outstanding) 1,955,027 1,906,033 1,965,451 1,914,287
================ ============ ============ =============
Basic net income (loss) per common share $ 0.83 (0.22) 1.04 0.02
================ ============ ============ =============
Diluted Net Income (Loss) per Common Share:
Numerator:
Net income (loss) attributable to
common shares $ 1,624,105 (421,220) 2,044,723 42,966
Impact of assumed conversions:
Series A preferred stock dividends 150,000 - 75,000 -
Convertible debenture interest, net of tax 124,000 - 62,000 -
---------------- ------------ ------------ -------------
$ 1,898,105 (421,220) 2,181,723 42,966
================ ============ ============ =============
Denominator:
Weighted average common shares outstanding 1,955,027 1,906,033 1,965,451 1,914,287
Impact of assumed conversions:
Common share equivalents resulting
from in-the-money stock options 26,608 29,308 32,023 58,616
Series A preferred stock 594,859 - 558,140 -
Convertible debentures 555,555 - 555,555 -
---------------- ------------ ------------ -------------
3,132,049 1,935,341 3,111,169 1,972,903
================ ============ ============ =============
Diluted net income (loss) per common share $ 0.61 (0.22) 0.70 0.02
================ ============ ============ =============
</TABLE>
Note: The assumed conversion of the convertible debentures and the
Series A preferred stock were excluded from the 1998 computations
of diluted net income (loss) per common share because the effect
would be antidilutive for the periods presented.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF BUCKHEAD AMERICA CORPORATION FOR THE SIX MONTHS ENDED
JUNE 30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 1,161
<SECURITIES> 142
<RECEIVABLES> 4,299
<ALLOWANCES> 376
<INVENTORY> 37
<CURRENT-ASSETS> 13,435
<PP&E> 40,394
<DEPRECIATION> 3,425
<TOTAL-ASSETS> 61,848
<CURRENT-LIABILITIES> 6,141
<BONDS> 32,102
0
3,000
<COMMON> 20
<OTHER-SE> 19,330
<TOTAL-LIABILITY-AND-EQUITY> 61,848
<SALES> 12,545
<TOTAL-REVENUES> 17,349
<CGS> 10,244
<TOTAL-COSTS> 11,116
<OTHER-EXPENSES> 1,627
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,632
<INCOME-PRETAX> 2,974
<INCOME-TAX> 1,200
<INCOME-CONTINUING> 1,774
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,774
<EPS-BASIC> .83
<EPS-DILUTED> .61
</TABLE>
