U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(MarkOne)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended JUNE 30, 2000
[ ] 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 0-22132
BUCKHEAD AMERICA CORPORATION
----------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 58-2023732
-------- ----------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
7000 CENTRAL PARKWAY, SUITE 850, ATLANTA, GEORGIA 30328
-------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(770) 393-2662
--------------
(Registrant's telephone number, including area code)
N/A
----------
(Former name, former address and former fiscal year, if changed since last
report.)
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 the latest practicable date: July 31, 2000
Common stock, par value $.01 - 2,022,530 shares outstanding
-----------------------------------------------------------
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
BUCKHEAD AMERICA CORPORATION
AND SUBSIDIARIES
Condensed Consolidated Financial Statements
June 30, 2000 and 1999
(Unaudited)
<PAGE>
<TABLE>
<CAPTION>
BUCKHEAD AMERICA CORPORATION
AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
June 30, 2000 and December 31, 1999
(Unaudited)
<S> <C> <C>
June 30, December 31,
Assets 2000 1999
------ ---- ----
Current assets:
Cash and cash equivalents, including restricted cash of
$448,070 at June 30, 2000 and $486,160 at December 31, 1999 $ 1,873,858 2,390,856
Investment securities, including restricted securities of
$193,147 at June 30, 2000 and $215,849 at December 31, 1999 300,634 1,312,256
Accounts receivable, net $ 2,815,130 1,857,002
Current portions of notes receivable, net 524,381 517,870
Property held for sale, net 10,152,497 8,114,083
Other current assets 446,178 666,439
------------- -----------
Total current assets 16,112,678 14,858,506
Noncurrent portions of notes receivable, net 3,303,613 3,482,633
Property and equipment, at cost, net 30,706,539 31,979,242
Deferred tax assets, net $ 2,966,000 2,788,000
Other assets 5,425,247 5,606,320
------------- -----------
$ 58,514,077 58,714,701
============= ===========
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable and accrued expenses $ 3,431,212 $ 2,634,184
Current portions of notes payable 10,217,192 8,681,568
------------ ------------
Total current liabilities 13,648,404 11,315,752
Noncurrent portions of notes payable 22,026,776 24,097,774
Other liabilities 348,102 396,266
------------ ------------
Total liabilities 36,023,282 35,809,792
------------ ------------
Minority interest in partnerships 472,546 450,290
Shareholders' equity:
Series A preferred stock; par value $100; 200,000 shares
authorized; 30,000 shares issued and outstanding 3,000,000 3,000,000
Common stock; $.01 par value; 5,000,000 shares authorized;
2,108,167 and 2,094,655 shares issued and 2,022,530 and 2,029,313
shares outstanding at June 30, 2000 and December 31, 1999, respectively 21,082 20,947
Additional paid-in capital 7,922,346 7,854,921
Retained earnings 11,897,102 12,234,054
Accumulated other comprehensive loss (194,682) (148,023)
Treasury stock, 85,637 and 65,342 common shares
at June 30, 2000 and December 31, 1999, respectively (627,599) (507,280)
------------ ------------
Total shareholders' equity 22,018,249 22,454,619
------------ ------------
$ 58,514,077 58,714,701
=========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
2
<PAGE>
<TABLE>
<CAPTION>
BUCKHEAD AMERICA CORPORATION
AND SUBSIDIARIES
Condensed Consolidated Statements of Income (Loss)
Six Months ended June 30, 2000 and 1999
(Unaudited)
<S> <C> <C>
2000 1999
-------------- -------------
Revenues:
Hotel revenues $ 12,305,170 $ 12,545,092
Franchise fees, management fees, and other income 976,985 1,777,689
Gains on property and leasehold interest sales, net 13,173 2,939,484
Interest income 241,384 243,983
-------------- -------------
Total revenues 13,536,712 17,506,248
------------- -------------
Expenses:
Hotel operations 8,593,990 8,899,499
Other operating and administrative 1,744,342 1,627,305
Leasehold rent 1,333,197 1,500,970
Depreciation and amortization 815,922 872,258
Interest 1,418,588 1,632,111
------------ -------------
Total expenses 13,906,039 14,532,143
------------ -------------
Income (loss) before income taxes (369,327) 2,974,105
Deferred income tax expense (benefit) (148,000) 1,200,000
------------- -------------
Net income (loss) $ (221,327) 1,774,105
============= =============
Net income (loss) per common share:
Basic $ (0.18) 0.83
============= =============
Diluted $ (0.18) 0.61
============= =============
Weighted average number of shares used to calculate
net income (loss) per common share:
Basic 2,020,641 1,955,027
============= =============
Diluted 2,020,641 3,132,049
============= =============
See accompanying notes to condensed consolidated financial statements.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
BUCKHEAD AMERICA CORPORATION
AND SUBSIDIARIES
Condensed Consolidated Statements of Income (Loss)
Three Months ended June 30, 2000 and 1999
(Unaudited)
<S> <C> <C>
2000 1999
-------------- -------------
Revenues:
Hotel revenues $ 6,354,575 6,545,239
Franchise fees, management fees, and other income 493,519 1,571,817
Gains on property and leasehold interest sales, net 13,173 2,631,930
Interest income 124,977 131,587
-------------- ------------
Total revenues 6,986,244 10,880,573
------------- ------------
Expenses:
Hotel operations 4,313,015 4,482,351
Other operating and administrative 881,649 879,966
Leasehold rent 681,075 764,325
Depreciation and amortization 394,477 401,899
Interest 703,140 832,309
------------- ------------
Total expenses 6,973,356 7,360,850
------------- ------------
Income before income taxes 12,888 3,519,723
Deferred income tax expense 2,000 1,400,000
------------- ------------
Net income $ 10,888 2,119,723
============= ============
Net income(loss) per common share:
Basic $ (0.03) 1.04
============== ============
Diluted $ (0.03) 0.70
============== ============
Weighted average number of shares used to calculate net
common share:
Basic 2,015,106 1,965,451
============== ============
Diluted 2,015,106 3,111,169
============== ============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
4
<PAGE>
<TABLE>
<CAPTION>
BUCKHEAD AMERICA CORPORATION
AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
Six Months Ended June 30, 2000 and 1999
(Unaudited)
<S> <C> <C>
2000 1999
------------ ------------
Cash flows from operating activities:
Net income (loss) $ (221,327) 1,774,105
Adjustments to reconcile net income (loss)
to net cash provided by (used in) operating activities:
Depreciation and amortization 815,922 872,258
Sales of trading securities, net 1,034,142 -
Gains on property and leasehold interest sales (13,173) (5,259,166)
Minority interest in partnership income 129,024 2,413,720
Deferred income tax expense (benefit) (148,000) 1,200,000
Increase in accounts receivable, net (958,128) (1,554,930)
Increase in accounts payable and accrued expenses, net 797,028 94,513
Other, net 119,577 (18,306)
------------ ------------
Net cash provided by (used in) operating activities 1,555,065 (477,806)
------------ ------------
Cash flows from investing activities:
Principal receipts on notes receivable 456,815 130,551
Originations of notes receivable (510,000) (165,000)
Capital expenditures (1,794,638) (2,155,380)
Proceeds from property and leasehold interest sales, net 581,391 262,205
Other, net (298,306) 50,047
------------- ------------
Net cash provided by (used in) investing activities (1,564,738) (1,877,577)
------------ ------------
Cash flows from financing activities:
Repayments of notes payable (715,890) (598,438)
Proceeds from notes payable 483,717 2,475,434
Distributions to minority interest partners (106,768) (41,181)
Preferred stock dividends paid (115,625) (25,000)
Other, net (52,759) 101,080
------------ ------------
Net cash provided by (used in) financing activities (507,325) 1,911,895
------------ ------------
Net increase (decrease) in cash and cash equivalents (516,998) (443,488)
Cash and cash equivalents at beginning of period 2,390,856 1,604,194
----------- -----------
Cash and cash equivalents at end of period $ 1,873,858 1,160,706
=========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
5
<PAGE>
BUCKHEAD AMERICA CORPORATION
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2000 and 1999
(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, 1999.
(2) Comprehensive Income (Loss)
Total comprehensive income (loss) for the six months ended June 30, 2000
and 1999 was $(267,986) and $1,781,881, respectively, and for the three
months ended June 30, 2000 and 1999 was $(20,218) and $2,088,617,
respectively.
(3) Segment Information
Condensed operating results for each Company segment for the six
months ended June 30, 2000 and 1999 are presented below:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Six months ended June 30, 2000
--------------------------------------------------------------------------------------------
Hotel Hotel Hotel Development
Ownership Management Franchising & Corporate Eliminations Consolidated
Revenues $ 12,305,170 947,772 904,207 269,307 (889,744) 13,536,712
Expenses 8,844,655 1,048,817 504,759 829,845 (889,744) 10,338,332
------------------------------------------------------ ----------
EBITDAR* 3,460,515 (101,045) 399,448 (560,538) 3,198,380
Rent 1,333,197 - - - 1,333,197
Depreciation 677,678 63,244 63,000 12,000 815,922
Interest 1,102,970 - - 315,618 1,418,588
------------ ---------- ---------- ---------- ----------
Income (loss) before
income taxes $ 346,670 (164,289) 336,448 (888,156) (369,327)
=========== ========== ========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Six months ended June 30, 1999
--------------------------------------------------------------------------------------------
Hotel Hotel Hotel Development
Ownership Management Franchising & Corporate Eliminations Consolidated
Revenues $ 12,545,092 1,306,562 1,254,435 3,203,014 (802,855) 17,506,248
Expenses 9,099,224 844,772 618,290 767,373 (802,855) 10,526,804
------------------------------------------------------- -----------
EBITDAR* 3,445,868 461,790 636,145 2,435,641 6,979,444
Rent 1,500,970 - - - 1,500,970
Depreciation 792,068 14,190 60,000 6,000 872,258
Interest 1,268,180 - - 363,931 1,632,111
------------ --------- --------- --------- -----------
Income (loss) before
income taxes $ (115,350) 447,600 576,145 2,065,710 2,974,105
============= ========== ========== ========= ===========
</TABLE>
6
<PAGE>
BUCKHEAD AMERICA CORPORATION
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2000 and 1999
(Unaudited)
Condensed operating results for each Company segment for the three
months ended June 30, 2000 and 1999 are presented below:
<TABLE>
<CAPTION>
Three months ended June 30, 2000
--------------------------------------------------------------------------------------------
Hotel Hotel Hotel Development
Ownership Management Franchising & Corporate Eliminations Consolidated
<S> <C> <C> <C> <C> <C> <C>
Revenues $ 6,354,575 508,203 461,669 138,914 (477,117) 6,986,244
Expenses 4,450,146 534,155 247,953 439,527 (477,117) 5,194,664
--------------------------------------------------------- ------------
EBITDAR* 1,904,429 (25,952) 213,716 (300,613) 1,791,580
Rent 681,075 - - - 681,075
Depreciation 325,176 31,801 31,500 6,000 394,477
Interest 543,445 - - 159,695 703,140
----------- ---------- ----------- ----------- ------------
Income (loss) before
income taxes $ 354,733 (57,753) 182,216 (466,308) 12,888
=========== =========== =========== ============ ============
</TABLE>
<TABLE>
<CAPTION>
Three months ended June 30, 1999
--------------------------------------------------------------------------------------------
Hotel Hotel Hotel Development
Ownership Management Franchising & Corporate Eliminations Consolidated
<S> <C> <C> <C> <C> <C> <C>
Revenues $ 6,545,239 992,999 998,453 2,779,414 (435,532) 10,880,573
Expenses 4,591,330 412,604 316,754 477,161 (435,532) 5,362,317
--------------------------------------------------------- ------------
EBITDAR* 1,953,909 580,395 681,699 2,302,253 5,518,256
Rent 764,325 - - - 764,325
Depreciation 361,731 7,168 30,000 3,000 401,899
Interest 631,022 - - 201,287 832,309
---------- ---------- ----------- ----------- ------------
Income (loss) before
income taxes $ 196,831 573,227 651,699 2,097,966 3,519,723
============ ========== =========== =========== ============
</TABLE>
* Earnings before interest, taxes, depreciation, amortization, and rent
Development and corporate revenues and income before taxes in the 1999 periods
presented include the Company's approximate $3 million share of the gain on sale
of its Orlando hotel net of gains, losses, and impairment provisions relating to
other hotel properties sold or held for sale. Hotel management and franchising
revenues and income before taxes in the 1999 periods include termination fees of
approximately $605,000 and $640,000, respectively, relating to the sale of the
Orlando hotel.
7
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Material Changes in Financial Condition.
The Company generated positive cash flow from operations of approximately
$1,555,000 during the first half of 2000. This included sales of trading
securities of approximately $1,034,000, thus actual cash generated from
operating segments amounted to approximately $521,000, most of such being
generated in the second quarter. Additionally, accounts receivable increased by
over $958,000 which had a negative impact on cash generated from operations.
This increase is largely attributable to the seasonal nature of hotels managed
and franchised by the Company and the receivable balances are expected to
decline in the third quarter.
The Company repaid approximately $716,000 of debt obligations and invested
approximately $1,795,000 in capital expenditures for improvements and
replacements on existing properties and on new construction. A portion of the
funding for these items was from additional borrowings of approximately
$484,000, proceeds from property sales of approximately $581,000 (see below),
and from operations. Additionally, the Company purchased a 40-room hotel in
Barnesville, Georgia which had previously been operated by the Company under an
operating lease. The $1,350,000 purchase price was substantially funded by the
assumption of a mortgage note of approximately $968,000 and the offset of notes
receivable previously due from the seller of approximately $226,000.
The combined effect of these and other activities resulted in a decrease in cash
of approximately $517,000 from December 31, 1999 (a decrease of approximately
$996,000 during the first quarter and an increase of approximately $479,000
during the second quarter). 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 believes that adequate additional cash reserves will be generated
from third quarter operations. Management further believes that the Company's
present liquidity and existing funding commitments are adequate to sustain
current operations and currently projected capital expenditures. The Company has
construction loan commitments which are considered adequate to complete current
new construction projects and also has an unused line of credit commitment of
$1,090,000.
The Company presently has two Country Hearth Inns under construction. Franchisee
developers have an additional 24 properties under development, most of which are
expected to open in 2000. Five new Country Hearth Inns have opened in 2000 and
the Company terminated one license agreement resulting in 52 Country Hearth Inns
open as of July 31, 2000. The Company is under contract to purchase four
additional hotel properties, two of which are presently operated by the Company
under operating leases. The aggregate purchase price for the four hotels amounts
to approximately $6.5 million and would be funded primarily by mortgage loans.
No assurance can be given that any of these contracts will close.
The Company sold a 40-room hotel property in Wharton, Texas in January 2000
resulting in net cash proceeds of approximately $267,000. Also, a mortgage
obligation was reduced by $600,000 in connection with the sale. The property
continues to operate as a Country Hearth Inn. In April, the Company sold an Ohio
hotel and an unimproved land parcel for aggregate net proceeds of approximately
$314,000. A $671,000 mortgage note was paid off in connection with the hotel
sale. The three hotel properties (one in Texas and two in Georgia) which were
held for sale at March 31, 2000 remain held for sale. Additionally, the Company
has classified its Daytona, Florida hotel as held for sale. Accordingly, the
Daytona hotel property and equipment (approximately $2,881,000) and related note
payable (approximately $2,247,000) are classified as current in the Company's
June 30, 2000 balance sheet.
8
<PAGE>
Material Changes in Results of Operations.
Comparison of the three and six month periods ended June 30, 2000 and 1999 is
distorted by the impact of the June 1999 sale of the Company's Orlando, Florida
hotel. Development and corporate revenues, earnings before interest, taxes,
depreciation, amortization and rent ("EBITDAR"), and income before taxes in the
1999 periods included the Company's approximate $3 million share of the gain on
sale. Hotel management and franchising revenues, EBITDAR, and income before
taxes in the 1999 periods included termination fees of approximately $605,000
and $640,000, respectively, relating to the sale of the Orlando hotel.
Excluding the impact of the Orlando hotel sale, six month 2000 EBITDAR increased
approximately $464,000 and income (loss) before taxes improved approximately
$902,000 versus the same period in 1999. Similarly, second quarter 2000 EBITDAR
increased approximately $519,000 and income (loss) before taxes improved
approximately $739,000. Such improvements resulted from increased profitability
in the Company's hotel ownership and hotel franchising operating segments. Net
results in 2000 for the Company's hotel management segment were essentially
comparable to 1999.
Owned and leased hotel income (loss) before taxes improved by approximately
$158,000 and $462,000 for the three and six month 2000 periods, respectively,
versus the 1999 periods. Generally, hotel revenues, expenses, and EBITDAR for
all periods were comparable in total. The Company has experienced revenue and
profit declines at its Norcross and Dalton, Georgia properties, both of which
are held for sale. These declines have been offset by increased revenues and
profits at other properties and by new hotel openings. Improved owned and leased
income (loss) before tax was primarily attributable to a reduction in rent on
certain Host Funding leases, reduction in depreciation resulting from sold and
held for sale hotels, and from reduced interest expense resulting from the
Orlando hotel sale.
Excluding the impact of the Orlando hotel sale, hotel management EBITDAR
improved approximately $43,000 for the six month 2000 period versus the same
period in 1999. This improvement was mitigated by an approximate $49,000
increase in amortization expense relating to deferred costs of acquired
management contracts. The improvement in EBITDAR resulted primarily from the
additional third party hotel management contracts entered into during 1999 and
2000. Hotel management revenues are based on managed hotel gross revenues and
are therefore subject to the same seasonality fluctuations as experienced in the
owned and leased hotels.
Excluding the impact of the Orlando hotel sale, franchising EBITDAR and income
(loss) before taxes increased by approximately $400,000 for the six month 2000
period and by approximately $172,000 for the second quarter 2000 period versus
the same periods in 1999. Such improvements resulted from additional franchise
property openings and from an approximate $69,000 and $114,000 decrease in
franchising payroll and other expenses for the three and six month periods,
respectively.
Changes in corporate expenses, interest income, and other recurring non-segment
related items were not significant. The primary difference between 2000 and 1999
development and corporate EBITDAR and income (loss) before taxes relates to the
Orlando hotel sale previously discussed. Corporate interest expense in 2000 has
decreased from 1999 and is expected to continue to decrease as the non-mortgage
note balances are reduced.
The Company files income tax returns and recognizes income tax expense (benefit)
on an annual calendar basis. The deferred income tax expense (benefit)
recognized in the first and second quarters of 2000 and 1999 represent
management's estimates of the impact on the annual income tax expense (benefit)
which results from such quarter's operations.
9
<PAGE>
Risk Factors.
This Form 10-Q contains forward looking statements that involve risks and
uncertainties. Statements contained in this Form 10-Q 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 under insured 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 hotel management 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).
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As of June 30, 2000, the Company's obligations included four variable mortgage
notes with aggregate principal balances of $2,907,791 which mature at various
dates through 2015. The Company is exposed to the market risk of significant
increases in future interest rates. Each incremental point in the prime interest
rate would increase the Company's interest expense by approximately $29,000 per
year. This risk is somewhat mitigated in that inflationary increases in interest
rates would theoretically result in increases in average hotel room rates. Also,
significant increases in interest rates would have a dampening effect on
additions of competitive hotels in the Company's markets.
At June 30, 2000, the Company's unrestricted investment securities included
equity securities valued at $107,487. The Company is exposed to the risk that
such securities will become worthless. The Company's restricted investment
securities also include equity securities. Such restricted securities comprise
the assets of the Company's deferred compensation plan and changes in the value
of such securities have no net impact on the Company's earnings.
The ultimate collection of the Company's notes receivable is subject to various
credit risks. Such risks and the Company's approach to valuing such instruments
is discussed in the Company's December 31, 1999 Form 10-KSB.
10
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities and Use of Proceeds
During 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 August 10, 2000, a total of $143,750 of Series A preferred dividends were
in arrears. The holders of the Series A preferred stock have tentatively agreed
to forgive the cumulative preferred dividends in arrears in exchange for the
settlement of certain claims the Company has against them.
Item 3. Defaulting Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders
The Company held its Annual Meeting of Stockholders on May 25, 2000. 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 2000 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 1,475,389 4,903
Ronald L. Devine 1,475,389 4,903
David C. Glickman 1,474,889 5,403
Robert B. Lee 1,475,389 4,903
David B. Mumford 1,474,889 5,403
William K. Stern 1,474,889 5,403
Steven A. Van Dyke 1,475,389 4,903
The proposal to approve the Company's 2000 Employee Stock Option Plan was
approved as follows:
Votes
---------
For 1,434,228
Against 45,358
Abstentions 706
No other matters came before the meeting.
Item 5. Other Information.
None.
11
<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.)
10.1 2000 Employee Stock Option Plan
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.
12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Buckhead America Corporation
(Registrant)
August 14, 2000 /s/ Douglas C. Collins
------------------------- -----------------------------------------------
Date Douglas C. Collins
President and Chief Executive Officer
August 14, 2000 /s/ Robert B. Lee
------------------------- -----------------------------------------------
Date Robert B. Lee
Senior Vice President and
Chief Financial and Accounting Officer
