UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended March 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 19434
For the transition period from ____________ to _________________
Commission file number ______________________
APPLE HOMES CORPORATION
-----------------------
(Exact name of registrant as specified in its charter)
DELAWARE 13-3525328
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
124 North Belair Road
Evans, Georgia 30809
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 706-650-2015
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.002 Par Value
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__
<PAGE>
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Sec 220.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]
The aggregate market value of the Common Stock held by non-affiliates of the
Registrant as of June 12, 2000, based on the last sale price of $3.031 per share
for the Common Stock on the Over The Counter Bulletin Board on such date, was
approximately $6,369,243. As of June 12, 2000, the Registrant had 2,101,367
shares of Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Part of Form 10-K Report
Document into which it is incorporated
Preliminary Proxy Statement filed I & IV
June 29, 2000 for the Special Meeting
of Shareholders
<PAGE>
PART I
Item 1. Business
Merger Agreement
Apple Homes Corporation has agreed to merge with Bravo.com Acquisition
Corporation and PlayRadio.net Acquisition Corporation, subject to shareholder
approval. A description of this transaction and related transactions is
contained in the Registrant's Preliminary Proxy Statement filed with the
Securities and Exchange Commission on June 29, 2000, which is hereby
incorporated by reference.
General Information
Apple Homes Corporation (the Company) is a retailer of factory built
manufactured homes. It presently operates 13 retail sales locations - four in
Augusta, Georgia, two in Thomson, Georgia and one each in Wrens, Washington,
Statesboro, Waynesboro and Milledgeville, Georgia, and Aiken and Anderson, South
Carolina. It also operates a reconditioning and service location in Augusta,
Georgia. In addition, this location houses its Mobile Air Systems subsidiary,
offering air conditioning sales and service to manufactured home owners. All of
the Company's retail sales locations and other manufactured home operations use
the trade name "Apple Homes".
The Company was organized as a Delaware corporation on April 17, 1989 under
the name PLAM Properties, Inc. It changed its name to Mayfair Homes Corporation
in 1993 to reflect the name of its principal residential development and again
to Apple Homes Corporation in 1997 to reflect the trade name under which it
operates its manufactured home sales centers. It presently operates four of its
retail sales centers and its service center under its own name and the remaining
nine retail sales centers through six wholly owned or partially owned
subsidiaries: Augusta Housing Center, Inc., which is 100% owned and operates one
sales center; Big Daddy's Mobile Homes, Inc., which is 100% owned and operates
two sales centers; Evans-Lanier, Inc., which is 80% owned and operates two sales
centers; Tim Phillips Homes, Inc., which is 100% owned and operates two sales
centers; Apple Homes, Inc., which is 100% owned and operates one sales center;
and J. C. Homes, Inc., which is 80% owned and operates one sales center.
The Company presently purchases the majority of its homes for resale from
four manufacturers located in the Southeastern United States. Purchases are
financed through wholesale floor plan financing lines totaling $9,800,000,
provided by two major financial institutions and three local banks. To promote
retail sales and generate additional fee income, the Company assists its
customers in finding mortgage financing for the purchase of homes and also
places homeowners insurance for home buyers.
The Company is also involved in development and sale of two adjoining real
estate subdivisions in Richmond County, Georgia. The sites, known as Mayfair
Acres and The Timbers, originally consisted of 47 developed lots, of which the
<PAGE>
Company still owns 7 lots, 2 lots with homes on them and 6 rental homes. The
Company also owns 6.3 acres of undeveloped land in the area that is available to
develop, should the Company decide to do so, or to sell to another developer.
Industry Overview
Manufactured homes are complete single family residences built in a factory and
transported to the site on which they are to be located. They are built on a
chassis and may be transported by tow trucks to their designation. Once setup, a
manufactured home may or may not have a permanent foundation added, is connected
to the required utilities and meets the certification standards required by the
Secretary of HUD. Substantially all of the Company's sales are of manufactured
homes. Manufactured homes offer most of the amenities of and are generally built
with the same materials as site-built homes. They are produced in sections, also
referred to as "floors"; finished homes may consist of one or more sections.
Because of their lower costs of construction when compared to costs of
site-built homes, manufactured homes have historically served as one of the most
affordable alternatives for the home buyer. According to statistics complied by
the Georgia Manufactured Housing Institute for 1998, the average cost per square
foot of a single-section manufactured home in the state of Georgia (where 74% of
the Company's sales originated in fiscal 2000) averaged $23 for a manufactured
home, compared to an average cost of $55 per square foot for a site-built home
(in each case excluding land costs).
Since they are relatively less expensive than traditional housing, manufactured
homes have been an attractive means for home buyers to overcome the obstacle of
large down payments and high monthly mortgage payments. According to the
Manufactured Housing Institute, industry wide domestic shipments accounted for
29.6% of the overall new housing market in the United States during 1998. The
use of manufactured housing in the southeastern United States, in which the
Company's primary market is located, is even greater than for the nation as a
whole. The Georgia Manufactured Housing Association has reported that the State
of Georgia alone has more than 30 plants manufacturing housing and over 1,000
manufactured home retail sales locations. The National Conference of States on
Building Codes and Standards reports that for the 12 months ended February 2000,
29% of all home shipments in the United States were in the South Atlantic
region, which includes both Georgia and South Carolina.
The manufactured housing industry is cyclical and is affected by many of the
same factors that influence the housing industry generally, including inflation,
interest rates, availability of financing, regional economic and demographic
conditions and consumer confidence levels, as well as the affordability and
availability of alternative housing such as apartments, condominiums and
conventional site-built homes. While the Company had been able to expand its
revenues and operations in recent years, the industry is presently suffering
from difficult market conditions, including the lessened demand for its products
and strong price competition. The revenues reflected in the Company's most
<PAGE>
recent year reflect these conditions. Based on the February statistics from the
National Conference of States on Building Codes and Standards, shipments from
manufacturers to Georgia are down 21.4% for the 12 months ended in February
2000, and down 29.6% for the same period to South Carolina. It is reasonable to
assume that retail sales numbers are similar to shipment numbers. While the
Company's total units sold are down from 792 in fiscal 1999 to 751 in fiscal
2000 (a decrease of only 6%), we are still being affected by this market
slowdown. Therefore, there can be no assurance that the Company will continue to
have further expansion of revenues or that continued profitability is
sustainable.
The Company's Retail Operations
Commencing in 1992 with the acquisition of its first two retail sales centers,
the Company's sales operations have expanded substantially over the past five
years. Sales during this period, which are not necessarily indicative of future
performance by the Company, have been as follows:
Year ended March 31,
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
Home Units Sold (1) 751 792 639 399 278
Retail Sales
Centers Owned (2) 12.5 12 9 6 3
Weighted Average
Unit Sales per Center 60 66 71 67 93
(1) Sales are divided between single section and multi section homes, with
single section homes accounting for 28% and multi section homes accounting
for 72% of sales in fiscal 2000. The range of new home sale prices during
fiscal 2000 was $15,500 for the least expensive single section unit to
$105,900 for the most expensive multi section home, exclusive of land
costs.
A single section home is a home transported in one section, which cannot
exceed 16 feet in width and 80 feet in length, and which is built on a
permanent chassis and designed to be used as a single family dwelling when
connected to the required utilities. It also includes the plumbing, heating
and electrical systems contained in it.
A multi section home is a home transported in multiple sections, of which
each section cannot exceed 16 feet in width and 80 feet in length, and
which is built on a permanent chassis and designed to be inter-connected to
form a single family dwelling when connected to the required utilities. It
also includes the plumbing, heating and electrical systems contained in it.
(2) Based on number of centers open at least three months during the period.
During the year ended March 31, 2000, one sales center closed after 3
months and one sales center was opened for 3 months. The total six months
of open sales centers is counted as 1/2 location.
The Company believes that these statistics are typical for retail sales
dealerships in its primary market area. In addition to sales of new manufactured
homes, the Company also deals in used homes acquired in trade-ins, which account
for approximately 2.5% of sales for the fiscal year ended March 31, 2000.
<PAGE>
Sales are conducted through commissioned retail sales representatives located at
each sales center. Each sales center typically has onsite at any given time from
15 to 20 manufactured home units in a variety of models and price ranges,
although some sales centers carry a smaller inventory. All units are equipped
with basic appliances and some are furnished, and every unit is ready to move
onto the customer's site on purchase.
To enhance sales, the Company provides assistance to its customers in locating
purchase money financing. The Company has agreements with several large retail
finance companies including GreenPoint, Bergen, Bombardier, Deutsche Bank and
Dynex, under which it introduces its customers who require purchase money
financing. The Company receives fees from lenders for these services. Revenues
from this source were $715,073 for fiscal 2000 and $430,000 for fiscal 1999.
As part of its placement of retail financing for its customers, applications and
supporting documentation required by the lenders are submitted by the Company.
In certain cases, if a lender discovers a loan has been made on the basis of an
erroneous application, it will look to the Company for recourse. This practice,
which is common in the industry, has resulted in contingent recourse liability
to the Company that, at March 31, 2000 amounted to approximately $445,000.
Company performance indicates that the expected loss from this liability
expected if the Company has to repossess a home. The Company does not believe
that this contingent liability is significant to its operations or financial
condition, however, as it is in a position to relieve itself of this liability
in any given case by repossessing and reselling the home in question.
The Company also receives significant revenues from various commissions and
rebates. The sources of these revenues include the placement of homeowner's
insurance for American Modern Insurance Company, rebates on freight contracts
for the delivery of its inventory, the sales of repossessed homes for lending
institutions, furniture sales, discounts for prompt payment of sales taxes and
small rebates earned in connection with purchase of furniture and appliances in
bulk quantities. Total commission and rebate income was $428,370 for fiscal 2000
and $231,183 for fiscal 1999.
The Company's retail sales centers each consist of a tract of land ranging from
one to six acres on which 15 to 20 manufactured home units are displayed, and a
sales office. The land on which all centers are located is leased by the Company
with the exception of one lot in Thomson, Georgia which it purchased in March
1999. The location was purchased for $275,000 paid by a purchase money mortgage.
The Company also owns a lot in Pelzer, South Carolina, purchased for $50,000,
that was the site of a sales center, and is presently rented for $2,500 per
month. The sales offices on the lots are manufactured homes used for that
purpose. The Company owns or has financed 6 offices, rents 2 offices from
unrelated parties, rents two offices from individuals who are minority
shareholders in subsidiaries of the Company, and rents 3 offices from the
<PAGE>
Company President. The Company also owns three tow trucks and tow escort
vehicles to transport units sold to customer sites, as well as other necessary
equipment.
Each sales center has personnel available to transport each purchased home to
the customer's site and to install and make it fully operational at the site.
Some of these personnel are Company employees, while others are independent
contractors who supply their own transportation equipment. The equipment and
personnel used for these activities typically service more than one location,
thus reducing overall costs of installation and transportation. The Company
believes that by expanding its retail sales network to new locations, it will be
able to enhance its profitability per inventory unit by emphasizing integration
of these activities among these new and existing sales centers.
In addition to its retail sales activities, the Company went into the air
conditioning sales and service business in January 1999 with the purchase of
Mobile Air Systems, Inc. The subsidiary was purchased from Robert Steed for a
price of $257,500, of which $10,000 was paid in cash, $20,000 was a short term
note and the balance was paid by issuing the owner 130,000 shares of Company
Common Stock at its then market price of $1.75 per share.
Real Estate Development Activities
The Company's original business, commenced in 1989, involved a real estate
subdivision and development in the Augusta, Georgia area known as Mayfair Acres.
The first phase of this development, which consists of 11 acres, contains 29
developed lots; the remaining 6.3 acres are not yet developed. The developed
lots were acquired by the Company in 1989 for $30,000 and were developed at a
cost of $160,000. The Company is presently marketing the remaining one lot,
which has a manufactured home installed on it. The Company also continues to own
six rental properties in this subdivision.
In addition to its Mayfair Acres subdivision, the Company purchased 18 homes in
the Timbers, a subdivision located near Mayfair Acres. The Company presently
owns 8 lots in the subdivision, one with a home on it, that are all available
for sale.
Suppliers
The Company currently purchases manufactured homes from four main manufacturers,
all located in the Southeastern United States. Each of the Company's sales
locations is now designated as an "exclusive" location for one manufacturer. An
exclusive location is where at least 75% of the inventory on that location is
purchased from one manufacturer, and the manufacturer, in turn, provides certain
incentives (such as payment of a percentage of the floor plan interest) to the
Company for the use of this arrangement. As of March 31, 2000, the Company had
one exclusive sales center with Bellcrest Homes of Millen, Georgia, seven
exclusive sales centers with General Housing of Waycross, Georgia and five
exclusive sales centers with Pioneer Housing of Fitzgerald, Georgia. The Company
purchases inventory on a deal by deal basis and has one year contracts with all
of its suppliers, the terms of which are reviewed annually. While the Company
<PAGE>
does not anticipate any problems in continued supply of product from these
suppliers and believes that it can replace any of them by substituting the
products of other manufacturers located in the Southeastern United States, the
loss of any of its major suppliers may have a material adverse effect on the
Company's operations. Each supplier offers incentive payments to the Company
based upon its volume of purchases. During fiscal 2000 these incentives amounted
to an average of $2,292 per unit.
Dealer Financing
The Company finances the purchases of manufactured homes through "floor plan"
financing. Under these financing arrangements, the Company borrows the purchase
price for each manufactured home it acquires from a bank or other lending
institution pursuant to a master contract, each loan being secured by the unit
purchased with its proceeds. When the unit is sold to a retail customer, the
Company must pay off the loan and obtain a release of the lender's security
interest, in order to give the buyer free and clear title to the property.
The Company presently has floor plan financing contracts with five lenders, two
of whom, Bombardier Capital and Deutsche Financial Services, are major financial
institutions and three, Regions Financial Corp. of Thomson, Georgia, First
National Bank & Trust of Louisville, Georgia and First Bank of Thomson, Georgia,
are local financial institutions. During the fiscal year, the Company also had
floor plan lines of credit with two other major financial institutions. John
Deere Finance extended the Company a $2 million line of credit before making a
company wide decision to remove itself from this business. John Deere allowed
the Company to use the line until March 31, 2000, and will allow the floor plan
to decrease as the units sell. At March 31, 2000, $1,154,440 of the floor plan
line remained in effect with John Deere. The Company has also had a floor plan
line of credit with Transamerica Finance for several years, until they requested
the Company terminate the usage of the line in November, 1999. The line of
credit has been allowed to decrease as the units sell. At March 31, 2000,
$317,383 of the floor plan line remained in effect with Transamerica. The
Company's floor plan financing lines now total $9.8 million, plus the amount
remaining on the lines with Transamerica and John Deere. The applicable interest
rates for these lines of credit run from 1% to 2% over prime. Each line is
reviewed and extended on an annual basis. E. Samuel Evans, the Company's
president, has personally guaranteed all of this financing for which he receives
an annual fee from the Company.
The Company believes that its lines of credit are sufficient to finance
purchases of inventory in its existing locations for the foreseeable future.
However, if its retail operations continue to increase, it may have to increase
them, as each retail sales center typically requires up to $500,000 to finance
inventory units on hand. The Company believes that new floor plan financing will
be available as needed to cover the requirements for its proposed new sales
centers, but there can be no assurance that this availability will continue to
exist or that the present interest rates and other credit terms it now enjoys
(which are subject to changes in lending practices of its present lenders and
other general economic conditions) will continue to be available. The Company
has no present commitments for any expanded dealer financing.
<PAGE>
Competition
The retail manufactured home sales business is highly competitive, as capital
requirements for entry are relatively small. Competition is based primarily on
price, reputation for service and quality, depth of field inventory, sales
promotion and merchandising and terms and availability of retail customer
financing. In its existing sales areas (the 150 mile radius around Augusta,
Georgia) there are many manufactured home retail sales centers with which the
Company competes. The Company generally expects that any areas in which it opens
new retail sales centers will have similar numbers of competitors in the market
place. While the Company is larger than most of the over 30 competitors in the
Augusta, Georgia area, one company, South Atlantic Homes, is substantially
larger than Apple Homes. In addition, many national and regional manufactured
home producers operate their own retail sales locations throughout the country.
At least two of these producers, Oakwood Homes and Fleetwood Homes, are
currently operating in the Company's primary marketing areas and other companies
(which because of their size and integrated operations may offer better pricing
and terms of financing than the Company has available) may become competitors in
the future.
Government Regulation
There are a number of federal, state and local laws and regulations affecting
the manufacture, sale and financing of manufactured homes. Manufacturers are
governed by federal laws including the Department of Housing and Urban
Development's comprehensive national construction standards, affecting such
items as structural integrity, fire, safety, thermal protection and ventilation.
State and local building and zoning codes may also affect the quality, type and
number of manufactured homes the Company is permitted to sell within any given
geographic area. The Company believes that the homes it is currently selling
meet all of these federal, state and local laws and regulations.
The sale and financing of manufactured homes are also the subject of extensive
federal and local regulation. These include Federal Trade Commission rules
involving unfair credit and collection practices, Federal Reserve rules
requiring written disclosure of financing terms and information used as a basis
for denial of credit, and laws prohibiting discrimination in sales and lending
practices. In addition, the Company's activities as a mortgage broker and
insurance agent require licenses from state agencies which also govern allowable
charges and sales practices. The Company believes that it is currently in
compliance with all such governmental regulations.
Federal, state and local legislation and regulations are proposed from time to
time that, if enacted, could significantly affect the regulatory climate for
sales and financing of manufactured homes. It is not possible at this time to
predict what, if any, changes such legislation and regulations may have upon the
Company's business in the future.
<PAGE>
Employees
At March 31, 2000, the Company had 94 full time employees, including 23 in
sales, 20 in transportation, installation and repair, and 51 in general or
administrative positions, as well as approximately 110 independent contractors
who are used for site preparation and installation of homes. The Company has no
collective bargaining agreement with its employees and has not experienced any
work stoppage as a result of labor disputes. It considers that its relations
with its employees are good. All employees with the exception of sales personnel
are salaried; sales employees are paid by commission based upon their
production.
Item 2. Properties
The Company's principal offices are located in a building at 124 North Belair
Road, Evans, Georgia which it acquired in January 1999 for a price of $285,000.
The property has 3,340 square feet of modern office space and is adequate for
the Company's requirements for the foreseeable future. It was financed by a
$230,000 mortgage loan from Suntrust Bank personally guaranteed by E. Samuel
Evans, the Company's President. The mortgage is due in monthly installments of
$2,115, including interest at 7.25% per annum, with the balance of the principal
due on December 5, 2001.
The Company holds a continuing interest in the Mayfair Acres and Timbers
properties consisting of 9 lots for sale (2 with mobile homes installed on
them), 6 rental units and 6.3 acres of undeveloped land.
Twelve of the Company's retail mobile homes sales lots, consisting of two to
five acres each, are leased for a total rental of $290,593 per year. One lot at
Thomson, Georgia, consisting of 1.5 acres, was purchased by the Company in March
1999 for a price of $275,000, payable in monthly installments of $2,663 each, or
the same amount the Company was formally paying as rent for the property to its
owner. The remaining note on this property was $244,061 at March 31, 2000. The
Company also owns a lot in Pelzer, South Carolina formally used as a sales
center. The property was acquired in 1998 for a price of $50,000, and is
currently rented for three years at $2,500 per month, increasing to $3,500 per
month in September 2001.
The sales offices on the lots are manufactured homes used for that purpose.
Three of these offices are leased from E. Samuel Evans, the Company's president,
and two are leased from minority shareholders. The Company owns 6 of its
offices, and rents two others from individuals unrelated to the Company. The
Company owns three tow trucks and two escort vehicles to transport units sold to
customer sites, as well as five service trucks and other necessary sales and
office equipment. Total book value of these vehicles and equipment was $200,503
at March 31, 2000 against outstanding financing owed by the Company of $71,966.
<PAGE>
Item 3. Legal Proceedings
The Company is currently a defendant in several lawsuits, none of which is
material to its operations or would, in the event of an adverse decision, be
materially adverse to its business.
Item 4. Submission of Matters to a Vote of Security Holders
There were no votes submitted to the shareholders during the quarter ended March
31, 2000.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder's Matters
The Company's common stock and warrants have traded on the OTC Bulletin Board
since May 11, 1998, except for the short time period when they were moved to the
pink sheets during the filing of the Company's Form 10. The following table sets
forth the high and low bid and asked prices for the common stock.
Quarter Ended Bid Asked
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June 30, 1998 3.00 - 9.12 4.00 - 9.62
September 30, 1998 3.50 - 5.62 3.62 - 6.00
December 31, 1998 0.94 - 3.68 1.75 - 4.50
March 31, 1999 1.75 - 3.25 1.75 - 4.00
June 30, 1999 1.62 - 2.37 1.87 - 3.00
September 30, 1999 1.25 - 2.12 1.25 - 2.37
December 31, 1999 Not available - traded on pink sheets
March 31, 2000 0.62 - 7.12 1.50 - 7.87
April 1, 2000 -
May 31, 2000 3.50 - 7.12 3.87 - 7.25
On May 31, 2000 the Common Stock closed at $3.50. There were 2,101,367 shares of
common stock issued and outstanding on that date.
During the fiscal year ended March 31, 2000, the Company's warrants have traded
in the range from 0.185 to 1.4375.
Item 6. Selected Financial Data
Summary Financial and Operating Data
Summary operating and financial data for the Company's five fiscal years ended
March 31, 1996 through March 31, 2000 are as follows:
<PAGE>
<TABLE>
<CAPTION>
YEAR ENDED MARCH 31,
1996 1997 1998 1999 2000
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SMT OF OPERATIONS
-----------------
<S> <C> <C> <C> <C> <C>
NET SALES (REVENUSE) 8,442,228 15,549,376 25,615,535 33,776,250 32,802,779
INCOME (LOSS) FROM OPERATIONS 179,296 116,538 34,962 (247,196) (733,478)
OTHER INCOME (LOSS) (274,399) (518,346) (7,315) 434,228 594,308
NET INCOME (LOSS) (93,434) (439,526) (78,591) 104,304 (89,262)
INCOME (LOSS) PER COMMON SHARE (0.10) (0.40) (0.05) 0.05 (0.04)
WEIGHTED AVG SHARES O/S 946,264 1,109,669 1,491,423 1,925,012 2,091,726
OPERATING DATA
--------------
HOMES SOLD 278 399 639 792 751
NUMBER OF RETAIL CENTERS 3 6 9 12 12.5
WEIGHTED AVG UNITS SOLD / CTR 93 67 71 66 60
BALANCE SHEET DATA
------------------
WORKING CAPITAL
(CURRENT ASSETS LESS CURR LIAB) (36,090) (143,743) 613,752 1,461,031 1,175,064
TOTAL ASSETS 3,442,001 6,628,919 8,349,793 12,924,624 13,394,455
LONG TERM OBLIGATIONS 528,485 1,085,323 491,508 1,054,316 1,237,756
SHAREHOLDERS' EQUITY 723,296 333,427 1,581,996 2,309,150 2,231,528
</TABLE>
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operation
The following discussion and analysis should be read in conjunction with the
Company's consolidated financial statements and the notes thereto included
elsewhere in this filing. The discussions of results, causes and trends should
not be construed to imply any conclusion that such results of trends will
necessarily continue in the future.
Results of Operations - Fiscal Years ended March 31, 1998, March 31, 1999 and
March 31, 2000.
The following table shows the components of the results of operations for fiscal
years 1998, 1999 and 2000 in amounts and percentages of revenues (000 omitted):
<PAGE>
<TABLE>
<CAPTION>
3 Year Results
YEAR ENDED MARCH 31,
DESCRIPTION 1998 1999 2000
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<S> <C> <C> <C> <C> <C> <C>
Net Sales 25,616 100.0% 33,776 100.0% 32,803 100.0%
Cost of Sales 20,544 80.2% 27,849 82.5% 26,642 81.2%
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Gross Profit 5,072 19.8% 5,927 17.5% 6,161 18.8%
Operating Expenses:
Compensation 2,355 9.2% 2,949 8.7% 3,315 10.1%
Occupancy and vehicle 358 1.4% 269 0.8% 223 0.7%
Advertising 353 1.4% 639 1.9% 599 1.8%
Insurance 205 0.8% 223 0.7% 267 0.8%
Taxes and licenses 296 1.2% 301 0.9% 365 1.1%
Professional fees 219 0.9% 126 0.4% 174 0.5%
Depreciation and amortization 61 0.3% 98 0.3% 135 0.4%
Guarantee fees 159 0.6% 147 0.4% 169 0.5%
Utilities 215 0.8% 284 0.8% 314 1.0%
Office and lot 221 0.9% 617 1.8% 887 2.7%
Travel and entertainment 92 0.3% 122 0.3% 44 0.2%
Rent and maintenance 113 0.4% 399 1.2% 402 1.2%
Miscellaneous 390 1.5% -- 0.0% -- 0.0%
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Total Operating Expenses 5,037 19.7% 6,174 18.2% 6,894 21.0%
Other Income:
Finance participation 137 0.5% 430 1.3% 715 2.2%
Rental income -- 0.0% 92 0.3% 81 0.2%
Interest income 27 0.1% 88 0.3% 60 0.2%
Commissions 108 0.4% 231 0.6% 428 1.3%
Gain (loss) on sale of assets 190 0.8% -- 0.0% (26) -0.1%
Other income (expense) 190 0.8% 18 0.1% (25) -0.1%
Interest expense (659) -2.6% (425) -1.3% (639) -1.9%
-----------------------------------------------------------------
Total Other Income (Expense) (7) 0.0% 434 1.3% 594 1.8%
Income (Loss) Before Income Tax
Provision and Minority Interest 28 0.1% 187 0.5% (139) -0.4%
Income tax (provision) benefit 134 0.5% (73) -0.2% 53 0.1%
Minority interest in net (income) loss
of consolidated subsidiaries (240) -0.9% (10) 0.0% (3) 0.0%
-----------------------------------------------------------------
Net Income (78) -0.2% 104 0.3% (89) -0.3%
=================================================================
</TABLE>
<PAGE>
Comparison of Fiscal 2000 to Fiscal 1999
Sales in 2000 were almost $1,000,000 less than in 1999. With the market
condition that we have been facing, the Company is pleased that it came so close
to achieving its goal of meeting the prior year numbers. Net income is down from
the previous year by a little under $200,000. The decrease in sales explains
most of this decrease. The Company also experienced increased operating costs
and stiffer price competition for sales in our market area. The gross profit
percentage is increased from the prior year, up to 18.8% from 17.5%. Several
cost control measures that have been put into place during this fiscal year are
helping the Company show improvements in this area.
Operating costs are higher that the previous year, up to 21.0% from 18.2% in
1999. The largest increases are in the areas of compensation (up 1.4%) and
office and lot expense (up 0.9%). Compensation increased due to efforts to keep
our key sales people and additional personnel that have been added to the
Company. Office and lot expenses reflect the Company's efforts to maintain well
kept sales centers to enable us to continue to attract customers. Other income
has increased again this year, up from 1.3% of sales to 1.8% in 2000. The
largest increase is in the area of finance participation, up $285,000 from the
previous year. Finance participation is a percentage fee based on the volume of
loans that we refer to retail finance companies. Commission income has also
increased this year by $197,000. Interest expense went up this year, from 1.3%
to 1.9%. This increase is caused by our failing to meet all of our sales goals
with our exclusive dealer arrangements. Our manufacturers set purchase goals,
agreeing to pay all or a portion of our interest expense if we purchase a set
amount of homes each quarter. These goals are revised periodically, but we did
not meet all of our goals until the fourth quarter of the year. This caused us
to have to incur more interest expense that we had anticipated, and reduced our
overall income.
The fiscal year ended March 31, 2000 includes a tax benefit of $52,976 in the
net income amount. This benefit is reflected on the balance sheet as a portion
of the deferred tax asset. Management continues to believe that the total asset
<PAGE>
recorded is accurate, and with the start of a recovery occurring in the market,
is confident in the Company's ability to use the asset before its expiration
date with the IRS.
Comparison of Fiscal 1999 to Fiscal 1998
Sales in 1999 rose by approximately $8 million, or 32%, on an increase of 153
units sold, or 24%, primarily due to a net increase of three sales lots in 1999,
with the Company opening a total of four new centers during the year while
selling one. However, these greater sales did not result in an increase in gross
profit margin, which decreased as a percentage of sales to 17.5% in 1999 from
19.8% in 1998. This decrease was due primarily to a more competitive market
which demands a decreased sales price per unit. Another factor is the additional
costs to implement governmental restrictions related to the set-up and placement
of homes. The Company is using inventory management methods in an effort to
address these conditions in fiscal 2000. Despite this adverse condition, net
profit for 1999 increased by $182,000 in 1999, or over 300%, due to two primary
factors which offset the decrease in gross margin. These were a reduction in
operating costs from 19.7% of sales in 1998 to 18.2% of sales in 1999 and an
increase in other income from 0% of sales in 1998 to 1.3% of sales in 1999.
These resulted from the following factors: (i) spreading the operating costs
over a greater sales base; (ii) an increase in commission, rental interest and
finance participation income (fees earned based on the volume of loans that we
refer to retail finance companies); and (iii) a large decrease in interest
expense due to the assumption of floor plan expense by manufacturers at a number
of retail sales centers featuring their products exclusively. Minority Interest
in Net Income decreased from $240,392 in Fiscal 1998 to $9,989 in Fiscal 1999,
due to an agreement between the Company and the minority shareholders to pay
them bonuses based on performance rather than to pay dividends to them. As a
result of this new plan, the Company paid $193,460 to the minority shareholders,
which was recorded as compensation. The effect of this was to reduce the profits
in the minority ownership subsidiaries, resulting in a reduction in the amount
recorded as Minority Interest in Net Income of Consolidated Subsidiaries.
Liquidity and Capital Resources
Cash flow increased by over $486,000 during the fiscal year ended March 31,
2000. More than $317,000 of this was in the last quarter of the year. This
increase compares favorably with the decrease in cash flow for the year ended
March 31, 1999 of more than $238,000. The Company's operations are fueling this
positive cash flow, and sales of homes are beginning to pick up as the spring
selling season approaches. The Company had a very strong March, and appears to
be having a good first quarter of our new fiscal year, although it is too early
to tell if this increase in profits and sales will hold.
Management is beginning to consider expansion into new sales locations in the
future. We believe that there may be some good buying opportunities in our area,
and believe that we are in a position to capitalize on some of the options that
have been presented to us. We will still move very slowly, considering the
market in any new area, but growth is the way to improve our profitability.
<PAGE>
Capital expenditures will be carefully considered on an individual basis before
any further decisions will be made.
Outlook
As we have mentioned in previous filings, the manufactured home industry is
experiencing a slowdown in sales and this has not yet reached an end. Our
manufacturers are continuing to tell us that sales are down, and, in fact, we
sold 41 fewer homes in fiscal 2000 than we sold in fiscal 1999. Our total sales
dollars were only slightly less than last year, reflecting an increase in the
average sales price per home, and our profits are also down. The Company is
still outperforming our competition; industry numbers for the southeastern
United States are down 19.5% for the same period where our unit sales are only
down 6%. Burr Young, a columnist for "The Journal, the Magazine for Manufactured
Housing Professionals", states in the May 2000 issue that the proliferation in
dealer sales sites and easy floor plan financing have caused the industry
inventories to become excessive. He forecasts an overage of 40-50,000 units that
could easily take until summer or fall 2000 to appreciably work down. He
foresees that many marginal sales sites could be closed in this year, and that,
coupled with the current credit tightening, could slow the process of excessive
inventory reduction nationwide. Due to this, earnings will continue to come
under pressure in the next 3-4 quarters. All of this means that the Company
needs to continue to make all efforts to reduce any unnecessary costs and
continue to train our sales force to reach maximum profits from each sale. Once
this market correction has taken place, we will indeed be in a position to show
increasing profits for our efforts.
Year 2000 Issue
The Company incurred no problems related to its computer systems beginning
January 1, 2000. Costs incurred to replace and modify its software and hardware
related to the Year 2000 Issue were immaterial and charged to expense as
incurred.
Forward Looking Statements
The discussion contained in this Section and elsewhere in this filing contain
certain "forward looking statements" (within the meaning of that term as defined
in Section 27A of the Securities Act of 1933, as amended and Section 21E of the
Securities Exchange Act of 1934, as amended), about the Company's future
operations. When used in this report, the words "expects," "plans,"
"anticipates," and other similar expressions are intended to identify forward
looking statements. All forward looking statements in this report are based upon
information available to management on the date of this report. The Company
undertakes no obligation to publicly update or revise any forward looking
statement, whether as a result of new information, future events, or otherwise.
The likelihood of the Company's success is based upon a number of assumptions
and estimates which are inherently subject to significant uncertainties and
contingencies, many of which are beyond the control of the Company and which
reflect business conditions that are subject to change. These include adverse
changes in the financial markets, which may in turn adversely affect the
<PAGE>
Company's ability to borrow funds and the price at which those funds will be
available, changes in the mortgage market, which may adversely affect the
ability of the Company's customers to finance the purchase of new homes, and in
economic conditions in those areas in which the Company's retail sales centers
are located. As a result of these uncertainties, actual results may vary
substantially from these forward looking statements contained herein and
prospective investors should not place undue reliance on any of them.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
The Company does not hold and has not held any derivative securities such as
options of other market risk sensitive instruments and, accordingly, is not
presently subject to the risks of investment in such vehicles.
Item 8. Financial Statements and Supplementary Data
The financial statements and schedules filed herewith are set forth on the Index
to Financial Statements and Financial Statement Schedules on page F-1 of the
separate financial section of this Report and are incorporated herein by
reference.
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosures
The Company's consolidated financial statements were previously audited by
Serotta Maddocks Evans & Co., CPA's as of and for the year ended March 31,
1998. On March 18, 1999, the Company, with the approval of the Board of
Directors, decided to change audit services from Serotta Maddocks Evans & Co.,
CPA's to Gifford, Hillegass & Ingwersen, P. C. This decision was based on the
fact that Serotta Maddocks Evans & Co., CPA's does not provide audit services to
SEC reporting entities. Gifford, Hillegass & Ingwersen, P. C. performed the
audits for the years ended March 31, 1999 and March 31, 2000.
PART III
Item 10. Directors and Executive Officers of the Registrant
The directors and executive officers of the Company are:
Name Age Position
---- --- --------
E. Samuel Evans 51 President, CEO, Chairman
Laura H. Rollins 44 CFO, Secretary, Treasurer
Cynthia D. Holley 37 Vice President - Operations
Chester C. Helmick 58 Vice President - Sales
Bryce N. Batzer 79 Director, Audit Committee
E. Wayne Bridges 43 Director, Audit Committee
Richard J. Belz 44 Director
<PAGE>
E. Samuel Evans has served as president and a director of the Company since
1992. Prior to that date, his principal occupation was as president and owner of
Augusta Housing Center, Inc. from its formation in 1982 until its sale to the
Company in 1992. Mr. Evans is a graduate of Augusta College with a degree in
business administration in 1971 and a graduate of Woodrow Wilson College of Law
in Atlanta, Georgia in 1979. He is licensed to practice law in the state of
Georgia.
Laura H. Rollins joined the Company as Comptroller in August 1998, and was
promoted to her present position in March 1999. She previously worked for the
Company's auditors, Serotta Maddocks Evans & Co., CPA's for one year and for C.
C. McGregor & Co. of Columbia, South Carolina for the prior two and one-half
years. She is a certified public accountant licensed in South Carolina and
Georgia and a graduate of the University of North Carolina. She is a member of
the AICPA and the South Carolina and
Georgia Societies of CPA's.
Cynthia D. Holley has been an employee of the Company since October 1995 as
office manager and administrative assistant and was promoted to her present
position in March 1999. She is a graduate of Mercer University with a BBA in
marketing management and holds certificates as human relations specialist and
GMHA housing consultant.
Chester C. Helmick joined Augusta Housing Center, one of the Company's
subsidiaries, in 1984 as a housing consultant and has served the Company in
various managerial positions since its acquisition of that subsidiary. He was
elected to his present position with the Company in March 1999. Mr. Helmick is
retired from the United States Army in which he served for 20 years.
Bryce N. Batzer has been a director of the Company since 1994. He is currently
the owner of Cedarbrook Development Company, Inc., a Florida land and home
developer, which he organized in 1987. He is also vice president of American
Marine Products Inc., a manufacturer of marine windows, boat windshields and
other marine products. Mr. Batzer was the president of Plastiline Inc., a
publicly held company, from 1955 through 1976, and until 1996 he served Florida
Coast Banks Inc. for over 25 years as a member of the executive committee,
chairman of the loan committee and chairman of the compensation committee. Mr.
Batzer was a founder and board member of the Broward Manufacturers Association
and a founder, director and chairman of the Broward Industrial Development
Board, both of which are instrument in developing an industrial economic base
for Broward County, Florida. He is a graduate of Syracuse University, holding a
bachelor's degree in industrial engineering.
E. Wayne Bridges has been with the Company periodically during the past eight
years, even serving as chief financial officer for an interim period. He is the
chief financial officer of R. W. Allen & Associates, Inc., a general commercial
contracting firm in Augusta, Georgia. From 1982 to 1992, he was a staff
accountant in a public accounting firm and a member of his own firm. He is a
<PAGE>
certified public accountant and a graduate of Georgia Southern University with a
BBA degree in accounting. He is a member of the AICPA and the Georgia Society of
CPA's.
Richard J. Belz was elected a director of the Company in November 1998. He was a
principal and officer of Redstone Securities, Inc. from February 1989 to
February 2000. He is presently a principle and officer of Basic Investors, Inc.
He is a licensed securities representative and certified public accountant.
Mr. Evans and Mr. Batzer and members of their families have been involved in
several transactions with the Company, described in "Certain Transactions".
Each director serves for a term of one year and is elected at the annual meeting
of shareholders. The Company's officers are appointed by its Directors and hold
office at their discretion.
Item 11. Executive Compensation
The following table sets forth information concerning total compensation paid by
the Company during its last three fiscal years to the Company's chief executive
officer and its officers and directors as a group:
Year Ended
Name Position March 31 Compensation
---- -------- -------- ------------
E. Samuel Evans President, CEO 2000 $ 98,700 (1)
1999 $ 110,332 (1)
1998 $ 123,741 (1)
All directors and
Officers as a group
(6 in number) 2000 $ 262,716
1999 $ 307,182
1998 $ 277,211
(1) Includes automobile allowances in the amount of $18,000 paid to Mr. Evans,
but does not include guarantee fee paid annually to Mr. Evans for his personal
guarantee of the Company's floor plan financing or rental income paid to Mr.
Evans on sales offices that he owns. See "Certain Relationships and Related
Transactions".
Mr. Batzer, Mr. Bridges and Mr. Belz serve as directors for a fee of $100.00 per
meeting, and are reimbursed for out-of-pocket expenses in attending to the
affairs of the Company.
The Company has entered into an employment agreement terminating on March 31,
2001 with Mr. Evans calling for compensation of $96,000 per year plus bonuses to
be determined by the Board of Directors based upon the profitability of the
<PAGE>
Company's operations. The employment contract also contains a covenant not to
compete with the Company for a period of one year following termination of
employment.
Equity Incentive Plan
On April 26, 1996, the Company adopted an Equity Incentive Plan and reserved one
million shares for issuance pursuant to options and awards granted under the
Plan. All full time employees are eligible for participation in the Plan,
including senior management and directors. All awards and options issued under
the Plan must be approved by a committee of the Board of Directors not including
members of Senior management, which will fix the terms of the options and awards
granted. At this date no such awards or options have been awarded.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information regarding the beneficial ownership of
the Company's Common Stock at March 31, 2000, of (i) each person who is known by
the Company to own beneficially more than five percent of its Common Stock, (ii)
each executive officer and director of the Company, and (iii) all officers and
directors of the Company as a group. The Company has been advised by each
stockholder identified in the table that he possesses all voting and investment
power with respect to the stock beneficially owned by him.
<TABLE>
<CAPTION>
Name, address Shares Percentage of Shares Percentage of
And Affiliation Beneficially Outstanding Covered Outstanding
With Company Owned Shares By Warrants Shares (1)
------------ ----- ------ ----------- ----------
<S> <C> <C> <C> <C>
E. Samuel Evans 299,000 14.2% 200,100 20.7%
President, CEO
Chairman
845 Vivian Ct
Evans, GA 30809
Bryce N. Batzer 164,772 (2) 7.8% 95,000 10.7%
Director
2263 N.E. 26th Street
Lighthouse Point, FL 33064
E. Wayne Bridges 4,000 0.2% NONE 0.2%
Director
3684 Inverness Way
Martinez, GA 30907
Richard Belz 23,525 (3) 1.1% 20,000 1.8%
Director
23 Neel Court
Sayville, NY 11782
<PAGE>
Laura H. Rollins 7,000 0.3% NONE 0.3%
CFO
3690 Inverness Way
Martinez, GA 30907
Cynthia D. Holley 500 0.02% 100 0.02%
Vice Pres. - Operations
5895 Hwy 221 N.
Matthews, GA 30818
All officers and 498,797 23.7% 315,200 33.7%
Directors as a group
(six persons)
</TABLE>
(1) This percentage is derived by dividing the sum of the shares owned plus
shares covered by warrants by the total number of outstanding shares of the
Company's Common Stock (2,101,367) plus the total number of shares covered
by the warrants held only by the officers and directors (315,200). As the
warrants are exercisable at a price ($6.50 per share) that is above the
current market price for the Common Stock, it is assumed that the warrants
will not be exercised in the near future.
(2) The table includes 131,772 shares held in trust by Mr. Batzer, as trustee,
for the benefit of members of his family, and 33,000 shares issuable on
conversion of $90,000 in Convertible Debentures.
(3) The table includes 10,605 shares held by Mr. Belz's wife.
Item 13. Certain Relationships and Related Transactions
The Company and its subsidiaries have engaged in the following transactions with
officers and directors of the Company and members of their immediate families
since April 1, 1999:
1. On May 24, 1999, the Company paid off a mortgage loan in the amount of
$114,424 from McDuffie Bank & Trust Co. of Thomson, Georgia. The original
proceeds from the mortgage in 1994 were used to repay a loan of $40,000
made to purchase the Mayfair Acres property and to pay for the development
of the lots and site improvements on the property. This bank loan had been
personally guaranteed by Mr. Evans and Mr. Robert Wilson, a former director
of the Company, and in consideration for giving their personal guarantees,
the Company had issued to each of them 20,000 shares of Common Stock in
March 1994.
<PAGE>
2. Mr. Evans has personally guaranteed payment of the Company's obligations
under its existing floor plan lines of credit. For these guarantees, the
Company pays him a fee equal to 2% of the average floor plan financing used
by the Company each month. During fiscal 2000 these fees amounted to
$169,426. His current contract with the company includes a ceiling of
$125,000 on the 2000 guarantee fees that he is eligible to receive. Any
amount exceeding the $125,000 that normally would be paid to Mr. Evans must
be placed in reserve account to be used to reduce further guarantees
required by the floor plan sources.
3. The Company employs Sheryl Evans, wife of Mr. Evans, as consultant in the
decoration and furnishing of mobile homes it sells to its retail customers.
During fiscal 2000, Mrs. Evans received $120,410 for her services to the
Company in this capacity. Beginning January 1, 2000, Mrs. Evans entered
into an agreement with the Board of Directors whereby her annual salary
will be $75,000 per year. She will begin training personnel on the various
sales locations to assist her in assuring that all homes displayed
on the locations are presented in the best fashion.
4. On April 28, 1999, the Company purchased two manufactured homes from Bryce
Batzer, a director of the Company, for a total purchase price of $62,349,
which was approximately his cost in the homes. On that day, Mr. Batzer used
the proceeds from the sale to acquire a $65,000 convertible debenture of
the Company. The remaining $2,651 was treated as a miscellaneous expense of
the Company.
5. The Company rents three mobile homes from Mr. Evans for use as sales
offices on its lots in Augusta and Statesboro, Georgia and Anderson, South
Carolina. Total rental for these homes is $33,446 per year.
The Company believes that these transactions with its officers and shareholders
have been and will be on terms no less favorable to the Company than those
available from unaffiliated parties.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) The financial statements, supplementary financial information, and
financial statement schedules filed herewith are set forth on the Index to
Financial Statements and Financial Statement Schedules on page F-1 of the
separate financial section of this Report, which is incorporated herein by
reference.
The following exhibits are filed as part of this Report by incorporation by
reference to the document specified:
<PAGE>
Exhibit Number Description
Exhibit 2 Mobile Air Systems, Inc., Purchase Agreement, filed with the
Company's Registration Statement on Form 10, amendment #1,
then exhibit 2, filed on September 10, 1999.
Exhibit 3(i) Certificate of Incorporation of the Company, as amended,
filed with the Company's Registration Statement on Form 10,
then exhibit 3(i), filed on July 16, 1999.
Exhibit 3(ii) By-laws of the Company, filed with the Company's
Registration Statement on Form 10, then exhibit 3(ii), filed
on July 16, 1999.
Exhibit 4.1 Common Stock Certificate, filed with the Company's
Registration Statement on Form 10, amendment #1, then
exhibit 4.1, filed on September 10, 1999.
Exhibit 4.2 Warrant Certificate, filed with the Company's Registration
Statement on Form 10, amendment #1, then exhibit 4.2, filed
on September 10, 1999.
Exhibit 10.1 Employment Agreement between the Company and E. Samuel Evans
dated April 26, 1996, filed with the Company's Registration
Statement on Form 10, then exhibit 10.1, filed on July 16,
1999.
Exhibit 10.2.1 Rental Agreement between the Company and E. Samuel Evans
dated February 15, 1995 covering the rental of manufactured
home sales office, filed with the Company's Registration
Statement on Form 10, then exhibit 10.2.1, filed on July 16,
1999.
Exhibit 10.2.2 Rental Agreement between the Company and E. Samuel Evans
dated January 1, 2997 covering the rental of a manufactured
home sales office, filed with the Company's Registration
Statement on Form 10, then exhibit 10.2.2, filed on July 16,
1999.
Exhibit 10.3.1 Floorplan Contract - Bombardier Capital, filed with the
Company's Registration Statement on Form 10, amendment #1,
then exhibit 10.3.2, filed on September 10, 1999.
Exhibit 10.3.2 Floorplan Contract - Deutsche Finance, filed with the
Company's Registration Statement on Form 10, amendment #1,
then exhibit 10.3.3, filed on September 10, 1999.
Exhibit 10.3.3 Floorplan Contract - Regions Financial Corp., filed with the
Company's Registration Statement on Form 10, amendment #1,
then exhibit 10.3.4, filed on September 10, 1999.
Exhibit 10.3.4 Floorplan Contract - First National Bank, filed with the
Company's Registration Statement on Form 10, amendment #1,
then exhibit 10.3.5, filed on September 10, 1999.
<PAGE>
Exhibit 10.3.5 Floorplan Contract - First Bank, filed with the Company's
Registration Statement on Form 10, amendment #1, then
exhibit 10.3.6, filed on September 10, 1999.
Exhibit 10.4 Equity Incentive Plan, filed with the Company's Registration
Statement on Form 10, amendment #1, then exhibit 10.4, filed
on September 10, 1999.
Exhibit 10.5 Employee 401(k) Plan, filed with the Company's Registration
Statement on Form 10, amendment #1, then exhibit 10.5, filed
on September 10, 1999.
Exhibit 10.6.1 Minority Shareholder Agreement - Hardy Lanier, filed with
the Company's Registration Statement on Form 10, amendment
#1, then exhibit 10.6.1, filed on September 10, 1999.
Exhibit 10.6.2 Minority Shareholder Agreement - Carol Stratton, filed with
the Company's Registration Statement on Form 10, amendment
#1, then exhibit 10.6.3, filed on September 10, 1999.
Exhibit 99.1 Preliminary Proxy Statement for the Company's Meeting of
Shareholders, filed by the Company on June 29, 2000.
The following exhibits are filed as a part of this report:
Exhibit 11 Statement re computation of per share earnings.
Exhibit 21 List of subsidiaries of the Company.
Exhibit 23 Consent of Independent Accountants
Exhibit 27 Financial data schedule.
(b) No reports were filed on Form 8-K during the last quarter of the fiscal year
ended March 31, 2000.
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.
APPLE HOMES CORPORATION
Registrant
By: /s/ E. Samuel Evans
-----------------------
E. Samuel Evans
President, CEO, Chairman of Board
Date: June 26, 2000
By: /s/ Laura H. Rollins
------------------------
Laura H. Rollins
CFO
Date: June 26, 2000
<PAGE>
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 and
in the capacities and on the dates indicated.
By: /s/ Bryce N. Batzer
-----------------------
Bryce N. Batzer
Director
Date: June 26, 2000
By: /s/ E. Wayne Bridges
------------------------
E. Wayne Bridges
Director
Date: June 26, 2000
By: /s/ Richard J. Belz
-----------------------
Richard J. Belz
Director
Date: June 26, 2000
<PAGE>
APPLE HOMES CORPORATION
INDEX TO FINANCIAL STATEMENTS
AND
FINANCIAL STATEMENT SCHEDULES
Page Description
F-2 Report of Independent Auditors'
F-3 Consolidated Balance Sheets as of March 31, 2000 and
March 31, 1999
F-5 Consolidated Statements of Operations for the years ended
March 31, 2000, March 31, 1999 and March 31, 1998
F-6 Consolidated Statements of Changes in Stockholders' Equity for
the years ended March 31, 2000, March 31, 1999 and
March 31, 1998
F-7 Consolidated Statements of Cash Flows for the years ended
March 31, 2000, March 31, 1999 and March 31, 1998
F-9 Notes to Consolidated Financial Statements
The Financial Statements for Bravo.com Acquisition Corporation, a New York
Corporation and PlayRadio.net Acquisition Corporation, a New York Corporation
are incorporated by reference in the Preliminary Proxy Statement for the
Company's Meeting of Shareholders, to by held on August 21, 2000, filed by the
Company on June 29, 2000.
All other financial statement schedules are omitted either because they are not
applicable or the required information is immaterial or is shown in the Notes to
Consolidated Financial Statements.
F-1
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
Apple Homes Corporation and Subsidiaries
Evans, Georgia
We have audited the accompanying consolidated balance sheets of Apple Homes
Corporation and Subsidiaries at March 31, 2000 and 1999 and the related
consolidated statements of operations, changes in stockholders' equity, and cash
flows for the years then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audit. The
consolidated financial statements of Apple Homes Corporation as of March 31,
1998 were audited by other auditors whose report dated June 15, 1998 (except as
restated at December 17, 1999) expressed an unqualified opinion on those
statements.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated 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 audit provides a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Apple Homes
Corporation and Subsidiaries as of March 31, 2000 and 1999, and the results of
their operations and their cash flows for the years then ended in conformity
with generally accepted accounting principles.
/s/ GIFFORD, HILLEGASS & INGWERSEN, P.C.
----------------------------------------
GIFFORD, HILLEGASS & INGWERSEN, P.C.
Atlanta, Georgia
May 12, 2000
F-2
<PAGE>
APPLE HOMES CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
--------------------------------------------------------------------------------
Assets
March 31,
2000 1999
----------- -----------
Current assets
Cash $ 1,169,811 $ 683,452
Accounts receivable 316,982 781,723
Rebates receivable 351,954 409,011
Other receivables 35,569 57,645
Inventories (note C) 8,831,880 8,317,210
Other current assets 110,403 18,116
Deferred taxes (note J) 154,056 125,560
Notes receivable, current portion (note E) 68,695 544,955
----------- -----------
Total current assets 11,039,350 10,937,672
----------- -----------
Property and equipment, net (note D) 1,359,105 1,235,876
----------- -----------
Other assets
Notes receivable, net of current portion (note E) 475,139 184,215
Deferred loan costs, net of accumulated
amortization of $115,009 and $92,954 67,270 89,325
Goodwill, net of accumulated amortization
of $56,166 and $39,747 442,956 434,341
Other assets 10,635 43,195
----------- -----------
Total other assets 996,000 751,076
----------- -----------
TOTAL ASSETS $13,394,455 $12,924,624
=========== ===========
See accompanying notes.
F-3
<PAGE>
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------
Liabilities and Stockholders' Equity
March 31,
2000 1999
------------ ------------
<S> <C> <C>
Current liabilities
Floorplan payable (note F) $ 8,157,069 $ 7,993,154
Accounts payable 894,914 746,969
Sales tax payable 184,027 170,749
Accrued salaries and commissions 110,988 90,926
Other accrued liabilities 244,702 195,640
Customer deposits 130,451 132,037
Income tax payable (note J) -- 18,826
Due to minority stockholders 42,106 40,407
Notes payable, current portion (notes G & H) 100,029 87,933
------------ ------------
Total current liabilities 9,864,286 9,476,641
------------ ------------
Long term liabilities
Notes payable (notes G & H) 1,237,756 1,054,316
------------ ------------
Minority interest in net assets of
consolidated corporation 60,885 84,517
------------ ------------
Commitments and contingencies (notes N & S)
Stockholders' equity
Common stock, $.002 par value; authorized
10,000,000 shares; 2,101,367 and 2,091,539
issued and outstanding 4,203 4,183
Additional paid-in capital 2,784,529 2,772,909
Retained deficit (557,204) (467,942)
------------ ------------
Total stockholders' equity 2,231,528 2,309,150
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 13,394,455 $ 12,924,624
============ ============
See accompanying notes.
F-4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
APPLE HOMES CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
-----------------------------------------------------------------------------------------------
Years ended March 31,
2000 1999 1998
------------ ------------ ------------
<S> <C> <C> <C>
Net Sales $ 32,802,779 $ 33,776,250 $ 25,615,535
Cost of Sales 26,642,263 27,849,088 20,543,498
------------ ------------ ------------
Gross Profit 6,160,516 5,927,162 5,072,037
------------ ------------ ------------
Operating expenses
Compensation 3,315,301 2,948,697 2,354,711
Occupancy and vehicle 223,397 269,482 357,735
Advertising 599,205 639,072 352,610
Insurance 266,636 223,001 205,238
Taxes and licenses 364,414 301,447 296,081
Professional fees 173,502 125,805 219,417
Depreciation and amortization 135,240 97,562 61,044
Guarantee fees 169,426 147,560 159,019
Utilities 313,801 284,010 215,740
Office and lot 887,074 617,044 220,523
Travel and entertainment 44,286 121,668 92,337
Rent and maintenance 401,712 399,010 112,811
Miscellaneous -- -- 389,809
------------ ------------ ------------
Total operating expenses 6,893,994 6,174,358 5,037,075
------------ ------------ ------------
Operating income (loss) (733,478) (247,196) 34,962
Other income (expense)
Finance participation 715,073 429,814 136,460
Rental income 80,885 92,200 --
Interest income 59,840 88,140 27,137
Commissions 428,370 231,183 107,666
Gain (loss) on sale of assets (25,973) -- 190,137
Other income (expense) (24,583) 17,528 189,945
Interest expense (639,304) (424,637) (658,660)
------------ ------------ ------------
Total other income (expense) 594,308 434,228 (7,315)
------------ ------------ ------------
Income (loss) before income tax provision
and minority interest (139,170) 187,032 27,647
Income tax (provision) benefit 52,976 (72,739) 134,154
Minority interest in net income
of consolidated subsidiaries (3,068) (9,989) (240,392)
------------ ------------ ------------
NET INCOME (LOSS) $ (89,262) $ 104,304 $ (78,591)
============ ============ ============
Per share data:
Weighted avg number of shares outstanding 2,091,726 1,925,012 1,491,423
Net income (loss) per share $ (0.04) $ 0.05 $ (0.05)
See accompanying notes.
F-5
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
APPLE HOMES CORPORATION AND SUBSIDIARIES
Consolidated Statements of Changes in Stockholders' Equity
Years ended March 31, 2000, 1999 and 1998
-----------------------------------------------------------------------------------------------------------------------------
Additional Retained
Number of Common Paid-in Earnings
Shares Stock Capital (Deficit) Total
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Balance, March 31, 1997 1,166,967 $ 2,334 $ 824,748 $ (493,655) $ 333,427
Issuance of common stock:
Stock offering / services 268,672 537 597,697 -- 598,234
Debt disposition 266,475 533 527,374 -- 527,907
Residential land and manufactured homes 88,500 177 129,859 -- 130,036
Contributed capital -- -- 70,983 -- 70,983
Net loss -- -- -- (78,591) (78,591)
----------- ----------- ----------- ----------- -----------
Balance, March 31, 1998 1,790,614 3,581 2,150,661 (572,246) 1,581,996
Issuance of common stock:
Professional services 37,000 74 73,926 -- 74,000
Debt disposition 133,925 268 221,082 -- 221,350
Purchase of subsidiary 130,000 260 227,240 -- 227,500
Sale of warrants -- -- 100,000 -- 100,000
Net income -- -- -- 104,304 104,304
----------- ----------- ----------- ----------- -----------
Balance, March 31, 1999 2,091,539 4,183 2,772,909 (467,942) 2,309,150
Redemption of stock (172) -- (860) -- (860)
Conversion of debenture to stock 10,000 20 12,480 -- 12,500
Net loss -- -- -- (89,262) (89,262)
----------- ----------- ----------- ----------- -----------
Balance, March 31, 2000 2,101,367 $ 4,203 $ 2,784,529 $ (557,204) $ 2,231,528
=========== =========== =========== =========== ===========
See accompanying notes.
F-6
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
APPLE HOMES CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
----------------------------------------------------------------------------------------------------------------
For the Years Ended March 31,
2000 1999 1998
----------- ----------- -----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) $ (89,262) $ 104,304 $ (78,591)
Adjustments to reconcile net income (loss) to net cash
provided (used) by operating activities
Bad debt expense 48,964 51,101 21,324
Bad debt recovery -- -- (76,602)
Deferred income taxes (28,496) 45,113 (134,154)
Depreciation and amortization 135,240 97,562 61,044
(Gain) loss on disposal of fixed assets 25,973 -- (190,137)
Issuance of common stock for
professional services -- 74,000 --
Issuance of common stock in lieu of
payment of interest expense -- 83,850 --
Minority interest in net income of
consolidated subsidiary 3,068 9,989 240,392
Change in assets and liabilities, net of effects from
purchase of subsidiary
Accounts receivable 464,741 (505,536) (195,431)
Other receivables 79,133 (289,790) 98,686
Inventories (323,315) (2,767,830) (830,859)
Other current assets (92,287) 76,971 (86,250)
Notes receivable 157,073 (337,627) (393,507)
Other assets 32,560 (15,356) 14,435
Floorplan payable 163,915 3,351,645 747,384
Accounts payable 147,945 310,524 (78,766)
Accrued expenses 82,402 (363,092) 504,080
Customer deposits (1,586) 35,333 (9,968)
Other liabilities (18,826) 18,826 (2,009)
----------- ----------- -----------
Net cash provided (used) by operating activities 787,242 (20,013) (388,929)
----------- ----------- -----------
Cash flows from investing activities:
Additions to property and equipment (92,460) (257,783) (144,986)
Excess of cash aquired over cash paid for
purchased subsidiary -- 44,805 --
Proceeds from the sale of developed
residential land and manufactured homes -- -- 292,000
Advances to related entities -- -- 132,999
Proceeds from sale of fixed assets 8,965 -- --
Purchase minority ownership from shareholder (51,734) -- --
----------- ----------- -----------
Net cash provided (used) by investing activities (135,229) (212,978) 280,013
----------- ----------- -----------
See accompanying notes.
F-7
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
For the Years Ended March 31,
2000 1999 1998
----------- ----------- -----------
<S> <C> <C> <C>
Cash flows from financing activities:
Principal payments on notes payable $ (243,993) $ (181,346) $ (359,984)
Proceeds from issuance of notes payable 65,000 188,889 --
Payments made for loan cost -- (20,275) --
Additions to deferred underwriting cost -- -- (49,459)
Proceeds from issuance of warrants and stock 12,500 100,000 1,002,860
Distributions paid to minority stockholders -- -- (185,393)
Due to/from minority stockholders, net 1,699 (93,001) 128,440
Repayments on advances from officers -- -- (19,000)
Capital contributions -- -- 70,983
Redemption of 172 shares common stock (860) -- --
----------- ----------- -----------
Net cash provided (used) by financing activities (165,654) (5,733) 588,447
----------- ----------- -----------
Net increase (decrease) in cash 486,359 (238,724) 479,531
Cash, beginning of year 683,452 922,176 442,645
----------- ----------- -----------
Cash, end of year $ 1,169,811 $ 683,452 $ 922,176
=========== =========== ===========
Supplemental disclosure of cash flow information:
Cash paid during the year for interest $ 620,256 $ 533,881 $ 602,000
=========== =========== ===========
Cash paid during the year for income taxes $ 23,779 $ 8,770 $ --
=========== =========== ===========
Non cash investing and financing activities:
Financed property and equipment purchases $ 140,867 $ 644,449 $ 35,036
Purchased subsidiary through -- -- --
Issuance of common stock -- 227,500 --
Seller financing -- 20,000 --
Repossessed mobile home units -- -- --
converted to inventory 158,304 280,000 --
Developed residential converted to inventory 42,047 -- 449,314
Developed residential converted to fixed assets 15,749 -- 132,477
Owner financed fixed asset sold 12,096 -- --
Land reclassed from inventory to fixed assets 60,000 -- --
Financed inventory 66,753 -- --
Note payable and interest converted to common stock -- 143,850 46,407
Issuance of stock for professional services -- 74,000 --
Issuance of stock for services in connection with offering -- -- 150,000
Debentures converted to stock 12,500 77,500 481,500
Developed residential land received in exchange for:
Accounts receivable -- -- 51,134
Notes receivable -- -- 210,591
Common stock -- -- 130,036
Transfer of deferred underwriting cost against
related capital contributions -- -- 404,611
See accompanying notes.
F-8
</TABLE>
<PAGE>
APPLE HOMES CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2000 and 1999
NOTE A - NATURE OF BUSINESS
The principal operations of Apple Homes Corporation (a Delaware corporation) and
its subsidiaries (the "Company") consist of the retail sale and installation of
manufactured homes, primarily in the southeastern United States. The
subsidiaries of Apple Homes Corporation consist of the following:
Name Location Percent Ownership
----------------------------------------------------------------------------
Augusta Housing Center, Inc. Augusta, Georgia 100%
Big Daddy's Mobile Homes, Inc. Augusta, Georgia 100%
Evans-Lanier, Inc. Thomson, Georgia 80%
Apple Homes, Inc. Waynesboro, Georgia 100%
J. C. Homes, Inc. Augusta, Georgia 80%
Tim Phillips Homes, Inc. Thomson, Georgia 100%
Mobile Air Systems, Inc. Augusta, Georgia 100%
All subsidiaries conduct business in the name of Apple Homes. The Company
extends customary trade terms to its customers, all of whom are located in the
Southeastern United States.
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Consolidation
The consolidated financial statements include the accounts of the Company and
its wholly owned and majority owned subsidiaries. All material intercompany
accounts and transactions are eliminated in consolidation.
Management Estimates
The preparation of the consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that effect the reported amount of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all highly liquid investments with maturity dates of three
months or less to be cash equivalents.
Accounts Receivable
The Company uses the allowance method to provide for recognition of bad debt. As
of March 31, 2000 and 1999, there was no allowance considered necessary against
accounts receivable.
Inventories
Inventories are stated at the lower of cost or market and are determined using
the specific identification method. As referenced in Note C, inventories are
inclusive of land held for resale. Land and land improvements are recorded at
cost and are allocated to lots as land is subdivided.
F-9
<PAGE>
APPLE HOMES CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2000 and 1999
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
Property and Equipment
Property and equipment are stated at cost. Maintenance and repairs are charged
to expense as incurred, and renewals and betterments are capitalized. Provisions
for depreciation are charged to income over the estimated useful lives of the
assets using straight line methods of depreciation.
Deferred Loan Costs
Deferred loan costs related to the private placements of subordinated debentures
described in Note G are being amortized over the expected life of the related
debt using a method that approximates the interest method.
Goodwill
Goodwill represents the excess of acquisition costs over the fair market value
of the net assets of acquired subsidiaries. Goodwill is being amortized on a
straight-line basis over a period of thirty years. In accordance with APB 17,
"Intangible Assets," the company continues to evaluate the amortization period
to determine whether events or circumstances warrant revised amortization
periods. The company also evaluates goodwill in reference to SFAS 121,
"Accounting for the Impairment of Long-Lived Assets".
Customer Deposits
Customer deposits represent amounts received from customers in connection with
sales of manufactured homes for which the closing of the sales transaction has
not been finalized.
Revenue Recognition
The Company recognizes revenue on the sale of a manufactured home once the
customer is approved for credit and all closing documents have been executed and
any waiting period expired.
Rebates Receivable
The Company is eligible to participate in various volume incentive plans with
manufacturers. Once the Company meets the requirement of the incentive plan and
qualifies for the rebate, the receivable is recognized.
Advertising Costs
The Company expenses advertising costs as they are incurred.
Income Taxes
Income taxes are allocated among Apple Homes Corporation and its subsidiaries
based upon their respective separate taxable income or loss. Deferred taxes are
recognized for differences between the basis of assets and liabilities for
financial statement and income tax purposes. The differences relate primarily to
allowance for doubtful notes receivable (deductible for financial statement
purposes but not for income tax purposes), inventory capitalization for income
tax reporting, the value of net operating losses for tax purposes carried
forward to future years, and differences in depreciation expense of property and
equipment. The deferred taxes represent the future tax return consequences of
these differences, which will be deductible or payable when the assets or
liabilities are recovered or settled.
F-10
<PAGE>
APPLE HOMES CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2000 and 1999
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
Common Stock
As of March 31, 2000 the Company had 10,000,000 shares of common stock
authorized of which 2,101,367 are issued and outstanding. Each share of common
stock is entitled to one vote. There are no restrictions or preferred provisions
regarding dividends. Reference Note M regarding stock warrants currently
outstanding.
Fair Value of Financial Instruments
The carrying amount of cash, receivables, and payables approximate fair value
because of the short maturity, generally less than three months, of these
instruments. The carrying value of the Company's notes receivable approximates
fair value, since they are based on the value of the underlying home that was
sold to the customer. The carrying value of the Company's long-term debt
approximates fair value because current market prices and the Company's current
incremental borrowing rate are not significantly different from the terms in the
Company's debt portfolio.
Concentration of Credit Risk
The Company is subject to credit risk through trade and notes receivable and
uninsured cash balances. The majority of the Company's business is from retail
trade of manufactured homes in the southeastern United States. Consideration was
given to this concentration and the financial position of these customers when
determining the allowance for doubtful accounts. Reference Note N regarding
potential recourse liability. Cash is placed in well-capitalized, high quality
financial institutions. The Federal Insurance Corporation insures accounts at
each institution up to $100,000. At March 31, 2000 balances in excess of the
$100,000 limit amounted to approximately $902,000.
NOTE C - INVENTORIES
At March 31, 2000 and 1999, inventories consisted of:
2000 1999
---------- ----------
New Manufactured Homes $7,902,670 $7,377,858
Repossessed Homes 404,390 191,513
Used Homes 137,475 194,233
Air Conditioning Units 52,604 89,088
Land and Land/Home Packages 334,741 464,518
---------- ----------
$8,831,880 $8,317,210
========== ==========
F-11
<PAGE>
APPLE HOMES CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2000 and 1999
NOTE D - PROPERTY AND EQUIPMENT
At March 31, 2000 and 1999, property and equipment consisted of:
2000 1999
----------- -----------
Land $ 385,000 $ 325,000
Buildings 517,052 416,930
Furniture and Fixtures 57,583 86,194
Vehicles 176,750 176,250
Leasehold Improvements 258,190 173,594
Machinery and Equipment 77,502 34,337
Rental Units 84,131 134,186
----------- -----------
1,556,208 1,346,491
Less Accumulated Depreciation (197,103) (110,615)
----------- -----------
$ 1,359,105 $ 1,235,876
=========== ===========
Property and equipment are depreciated over estimated useful lives using
straight line methods of depreciation. The range of estimated useful lives is as
follows:
Years
-----
Buildings 15-39
Furniture and Fixtures 5-7
Vehicles 5
Leasehold Improvements 10-15
Machinery and Equipment 5-7
Rental Units 15-39
NOTE E - NOTES RECEIVABLE
Notes receivable result from the Company financing sales of manufactured homes.
The Company uses the allowance method to provide for recognition of bad debt
related to notes receivable. The notes have remaining terms of one to thirty
years and interest rates range from 8% to 15%. Notes receivable at March 31,
2000 and 1999 are net of an allowance for doubtful accounts of $50,172 and
$148,277, respectively.
F-12
<PAGE>
APPLE HOMES CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2000 and 1999
NOTE F - FLOORPLAN PAYABLE
The Company has a floorplan line of credit of $9,800,000 at March 31, 2000 and
$10,275,000 at March 31, 1999 with several finance companies for its new home
inventory. During the year, Transamerica Finance discontinued the Company's line
of credit of $1.2 million, and the Company added a floorplan line of credit with
John Deere Finance for $2.0 million. As of March 31, 2000, John Deere Finance
Company has announced that it is no longer going to continue in the wholesale
financing business, reducing the Company's line of credit available by the $2.0
million line of credit that was carried with them. In both cases, the Company is
allowed to reduce the amount of credit extended gradually, by selling the homes
covered by the line. These credit lines are collateralized by the homes and are
guaranteed by an officer of the Company. Interest rates range from prime to
prime + 2%, depending on several factors. As of March 31, 2000, the floorplan
payable consisted of $1,151,440 owed to John Deere Finance Company, $317,383
owed to Transamerica and $6,688,246 outstanding against the $9,800,000 floorplan
line of credit.
For the years ended March 31, 2000, 1999 and 1998, floorplan interest expense
was $527,208, $385,394 and $404,814, respectively.
NOTE G - SUBORDINATED DEBENTURES
During the year ended March 31, 1994, the Company completed a private placement
of seventeen debentures in the principal amount of $300,000. The debentures are
due in 2003, pay interest semi-annually at 10.0%, and are convertible by the
holders after two years into shares of the Company's common stock at a
conversion ratio of $1.25 per share. As of March 31, 2000, $90,000 of the
original debentures have been converted to stock, leaving a remaining balance of
$210,000.
In December 1998, the Company offered convertible subordinated debentures as a
private placement pursuant to Rule 504 of Regulation D of the 1933 Securities
Act. As of March 31, 2000, the Company completed the placement of $202,500 of
debentures to eight investors. The debentures are due five years from their date
of issue. They bear interest payable semiannually, at a rate of 10% per annum.
They are convertible into common stock of the Company at the conversion price of
$5.00 per share. There were no conversions into common stock as of March 31,
2000.
The debentures are subordinated in right of payment to holders of senior debt,
including bank borrowings and floorplan financing.
F-13
<PAGE>
APPLE HOMES CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2000 and 1999
NOTE H - NOTES PAYABLE
At March 31, 2000, and 1999, notes payable consisted of the following:
2000 1999
----------- -----------
Subordinated debentures (see Note G) $ 412,500 $ 360,000
Note payable to SunTrust with interest
at 7.25%, monthly payments of $2,115 due
through December 2001; secured by an
office building and the personal
guarantee of the Company's president. 219,986 228,802
Note payable to Southeastern at 9.50%,
monthly payments of $2,663 due through
November 2013, secured by land. 244,061 252,393
Note payable to McDuffie Bank & Trust at
10.25%, monthly payments of $1,830 due
through September 2000; secured by land
and personal guarantee of the Company's
president. -- 116,247
Other notes payable to banks bearing
interest ranging from 4.9% to 18%,
monthly payments totaling $3,708,
maturing between December 2000 and April
2004; secured primarily by automobiles. 80,773 114,489
Other notes payable bearing interest
rates ranging up to 11.4%, monthly
payments totaling $3,300 maturing
between April 2000 and February 2010;
secured by office buildings and various
equipment. 136,295 22,111
Unsecured note payable to an individual;
principal and interest at 10%, due in
monthly installments of $1,062 through
November 2000. 9,175 20,389
Other unsecured notes payable due in
full over the next year. -- 27,818
F-14
<PAGE>
APPLE HOMES CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2000 and 1999
NOTE H - NOTES PAYABLE - Continued
Various notes secured by inventory,
ranging from 6% to 16.5% interest rates,
monthly payments totaling $2,574,
maturing between March 2003 and
September 2027. $ 234,995 $ --
----------- -----------
1,337,785 1,142,249
Less current portion (100,029) (87,933)
----------- -----------
$ 1,237,756 $ 1,054,316
=========== ===========
Future maturities are as follows for the years ending March 31:
2001 $ 100,029
2002 189,052
2003 245,700
2004 41,765
2005 235,828
2006 and thereafter 525,411
-----------
$ 1,337,785
===========
NOTE I - EARNINGS PER SHARE
Basic earnings (loss) per share is computed by dividing net income or loss
attributable to common shares by the weighted average of common shares
outstanding during the period. Diluted earnings per share reflect the potential
dilution that could occur if securities or other contracts to issue common stock
were exercised or converted into common stock. The accompanying financial
statements do not include diluted earnings per share because conversion of the
subordinated debentures described in Note G and exercise of the stock warrants
described in Note M are antidilutive for the years presented.
NOTE J - INCOME TAXES
The reconciliation of reported income tax (expense) benefit to the amount of
income tax (expense) benefit that would result from applying federal statutory
tax rates to pretax income is as follows:
<TABLE>
<CAPTION>
Years ended March 31,
------------------------------------------------------------------
2000 1999 1998
------------------- ------------------- --------------------
Balance % Balance % Balance %
<S> <C> <C> <C> <C> <C> <C>
Statutory federal income tax $ 47,317 34.0 $ (63,891) (34.0) $ (9,400) (34.0)
State income tax, net of
federal tax benefit 8,350 6.0 (27,596) (14.8) -- --
Other differences 51,309 36.8 (36,252) (19.4) (109) (0.4)
Valuation allowance change (54,000) (38.8) 55,000 29.3 143,663 519.6
--------- ------ --------- ------ --------- -------
$ 52,976 38.0 $ (72,739) (38.9) $ 134,154 485.2
========= ====== ========= ====== ========= =======
</TABLE>
F-15
<PAGE>
APPLE HOMES CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2000 and 1999
NOTE J - INCOME TAXES - Continued
The components of federal and state income taxes consist of the following:
March 31,
---------------------------------------------
2000 1999 1998
--------- --------- ---------
Current:
Federal $ -- $ -- $ --
State -- (27,596) --
--------- --------- ---------
-- (27,596) --
--------- --------- ---------
Deferred:
Federal $ 47,400 $ (38,372) $ 114,031
State 5,576 (6,771) 20,123
--------- --------- ---------
52,976 (45,143) 134,154
--------- --------- ---------
$ 52,976 $ (72,739) $ 134,154
========= ========= =========
The components of deferred tax assets were as follows:
March 31,
------------------------------------
2000 1999 1998
--------- --------- ---------
Net operating loss carry forward $ 138,344 $ 53,535 $ 168,103
Tax over book depreciation (14,428) -- --
Accrued expenses 54,000 -- --
Contribution carry forward 2,835 -- --
Allowance for doubtful accounts 19,567 59,311 38,816
Inventory capitalization 7,738 12,714 18,754
--------- --------- ---------
208,056 125,560 225,673
Less valuation allowance (54,000) -- (55,000)
--------- --------- ---------
$ 154,056 $ 125,560 $ 170,673
========= ========= =========
SFAS NO. 109 requires a valuation allowance to be recorded when it is more
likely than not that some or all of the deferred tax assets will not be
realized. As of March 31, 2000, the remaining net operating loss carryforward of
approximately $355,000 will expire in varying amounts through 2015.
F-16
<PAGE>
APPLE HOMES CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2000 and 1999
NOTE K - RELATED PARTY TRANSACTIONS
During the years ended March 31, 2000, 1999 and 1998 rent of $33,445, $33,445,
and $33,000, respectively, was paid to an officer of the Company for
month-to-month leasing arrangements. In addition, the Company paid floor plan
guaranty fees of $169,426, $147,560 and $159,019 during the years ended 2000,
1999 and 1998, respectively to the same officer. The guarantee fees are based on
2% annual rate on its outstanding floor plan balance each month and will
continue as long as the personal guarantee is required.
During the year ended March 31, 2000 the Company employed the president's wife
in a consulting capacity. She decorated and furnished manufactured homes that
the Company sells to its retail customers. Related compensation amounted to
approximately $120,000, which included reimbursement of her direct expenses.
Starting with the calendar year ended December 31, 2000 her salary has been
capped by the Board of Directors at $75,000 per year.
The Company currently has two subsidiaries with minority shareholder ownership
of 20% each. An agreement exists which allows bonuses to be paid at the
discretion of management. There is no requirement to pay bonuses or dividends.
There is also a provision, which allows for and encourages the buildup of
working capital.
The Company purchased two manufactured homes from a director for a total
purchase price of $62,349, which was approximately his cost in the homes. On the
same day, the director used the proceeds from this sale to acquire a $65,000
convertible debenture of the Company. The remaining $2,651 was treated as a
miscellaneous expense.
NOTE L - EQUITY INCENTIVE PLAN
In a prior year, the Company approved an Equity Incentive Plan described to
attract and retain key employees. The Plan, administered by a committee
appointed by the Board of Directors, provides for stock options and other stock
based awards to reward employees, as the Committee deems appropriate. The
Company approved the allocation of up to 1,000,000 shares of common stock to be
used in the Plan. No stock has been awarded under this Plan.
NOTE M - WARRANTS
At March 31, 2000, the Company had outstanding Class A Warrants allowing holders
to purchase 2,913,872 shares of the Company's common stock at $6.50 per share.
The Warrants expire on December 31, 2001.
NOTE N - COMMITMENTS AND CONTINGENCIES
At March 31, 2000, the Company was contingently liable for outstanding mortgages
placed with third party lenders in several homes that were previously sold with
recourse for various limited periods of time. The mortgages for which any
remaining liability exists at the time of sale were approximately $445,000.
Management estimates that any further possible loss if the owners default on
these mortgages is approximately $27,000. This reduction in liability from the
amount reported previously is due to the resale of a significant number of the
homes, and the known reduced liability still existing on the remaining homes.
These estimates are based on the Company's past performances and industry
averages for manufactured homes that are repossessed and then resold. These
losses are expensed when incurred as normal operating cost.
F-17
<PAGE>
APPLE HOMES CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2000 and 1999
NOTE N - COMMITMENTS AND CONTINGENCIES - Continued
The Company has several operating leases that are month to month contracts. Rent
expense for the years ended March 31, 2000, 1999, and 1998 totaled approximately
$355,000, $366,000 and $213,000 respectively.
NOTE O - ACQUISITIONS
On January 1, 1999, the Company acquired 100% of the issued outstanding stock of
Mobile Air Systems, Inc. for $10,000 cash, $20,000 note payable, and 130,000
shares of common stock of Apple Homes Corporation valued at $227,500. The
transaction was accounted for as a purchase, and goodwill in the amount of
$181,051 was recognized, which is being amortized over 30 years for financial
reporting. The pro forma results on the operations of the Company for the past
two years is insignificant.
The Company acquired the minority interest in two of its partially owned
subsidiaries during the fiscal year ended March 31, 2000. The minority interest
in Tim Phillips Homes, Inc was acquired for $28,646, generating goodwill of
$23,847. The minority interest in Big Daddy's Mobile Homes, Inc. was acquired
for $25,000, generating goodwill of $1,187. The goodwill in both instances is
being amortized over 30 years for financial reporting purposes. The Company
still has two remaining minority interests at March 31, 2000.
NOTE P - EMPLOYEE BENEFIT PLAN
The Company sponsors a 401(k) Profit Sharing Plan. All individuals employed on
March 15, 1999 were eligible to participate in the plan immediately. Individuals
employed after March 15, 1999 must complete six months of service and have
attained the age of 21. Eligible employees are allowed to make elective
deferrals of compensation to the plan in accordance with the 401(k) provisions.
The Company may elect to make additional contributions under the profit sharing
provisions of the plan. There were no Company contributions made to the plan for
the years ended March 31, 2000 and 1999.
NOTE Q - PENDING ACCOUNTING PRONOUNCEMENTS
In June 1999, the Financial Accounting Standards Board issued SFAS No. 136,
Transfers of Assets to a Not-for-Profit Organization or Charitable Trust That
Raises or Holds Contributions for Others, which is effective for fiscal periods
beginning after December 15, 1999. This Statement establishes standards for
transactions in which an entity transfers assets to a not-for-profit
organization or charitable trust. The recipient organization then agrees to use
the assets or transfer the assets, return on investment, or both to another
entity that is specified by the donor. Management does not believe that the
adoption of this statement will be material to the consolidated financial
statements.
In June 1998, the Financial Accounting Standards Board issued SFAS No. 137,
Accounting for Derivative Instruments and Hedging Activities - Deferral of the
Effective Date of FASB Statement No. 133, which extends the effective date for
all fiscal quarters of all fiscal years from June 15, 1999 to June 15, 2000.
This Statement establishes accounting and reporting standards for derivative
instruments and hedging activities. Management does not believe that the
adoption of this statement will be material to be consolidated financial
statements.
F-18
<PAGE>
APPLE HOMES CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2000 and 1999
NOTE R - SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
<TABLE>
<CAPTION>
Quarter
--------------------------------------------------------
1st 2nd 3rd 4th
----------- ----------- ----------- -----------
(In thousands except per share data)
Year ended March 31, 2000
<S> <C> <C> <C> <C>
Net Sales $ 8,894 $ 7,531 $ 8,361 $ 8,017
Gross profit 1,601 1,452 1,525 1,583
Net income (loss) (8) (66) (52) 37
Earnings per share $ (0.004) $ (0.032) $ (0.025) $ 0.018
=========== =========== =========== ===========
Weighted average
Shares outstanding 2,091,539 2,091,538 2,091,367 2,092,466
Year ended March 31, 1999
Net Sales $ 8,143 $ 10,490 $ 7,307 $ 7,836
Gross profit 1,745 1,677 1,109 1,396
Net income (loss) 149 20 (81) 16
Earnings per share $ 0.07 $ 0.01 $ (0.04) $ 0.01
=========== =========== =========== ===========
Weighted average
Shares outstanding 1,811,942 1,897,756 1,913,517 2,077,506
Year ended March 31, 1998
Net Sales $ 5,957 $ 6,408 $ 5,794 $ 7,457
Gross profit 1,196 1,163 1,037 1,676
Net income (loss) 61 (84) (159) 103
Earnings per share $ 0.05 $ (0.06) $ (0.10) $ 0.05
=========== =========== =========== ===========
Weighted average
Shares outstanding 1,166,967 1,446,218 1,599,668 1,748,114
</TABLE>
Earnings per share are computed independently for each of the quarters
presented. Therefore, the sum of the quarterly earnings per share does not
necessarily equal the total for the year.
Net sales for the first, second and third quarters for the year ended March 31,
2000 have been restated from amounts previously reported on Form 10Q's as a
result of an elimination entry between sales and cost of sales that had not been
properly reflected in the quarterly reports. The elimination entry had no effect
on gross profit and net income as previously reported.
F-19
<PAGE>
APPLE HOMES CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2000 and 1999
NOTE S - SUBSEQUENT EVENTS
Subsequent to March 31, 2000, Apple Homes Corporation, a Delaware corporation
("Apple"), Bravo.com Acquisition Corporation ("Bravo"), Playradio.net
Acquisition Corporation ("Radio") and Apple Homes Acquisition Corporation, a
Georgia corporation ("New Apple"), entered into an Agreement and Plan of Merger
and Sale of Assets, ("the Agreement"). The Agreement provides that each share of
common stock of Bravo and Radio shall be converted into one share of common
stock of Apple. Bravo presently has 10,000,000 shares issued and outstanding and
Radio presently has 10,000,000 shares issued and outstanding. The 20,000,000
shares of Apple's common stock issued to Bravo and Radio shareholders will
represent approximately 90.5% of Apple's outstanding common stock after the
merger, and the common shares held currently by Apple shareholders will
represent approximately 9.5%. Apple will increase the authorized common stock to
60 million shares of $.002 par value per share. Apple will be the surviving
corporation and will change its name to Letterpath, Inc.
The Agreement also provides that on the effective date of closing, the surviving
corporation will sell all of Apple's existing assets and business along with the
assumption of all of Apples contracts, liabilities and duties other than Apple's
debentures and Apple's warrants ("the Sale of Assets") to Apple Homes
Acquisition Corporation, a Georgia corporation ("New Apple"). New Apple, Bravo
and Radio have a major common shareholder. As a purchase price for the Sale of
Assets, New Apple shall pay to Apple $1,500,000 less the amount by which the
cash and cash equivalents of Apple transferred to New Apple in the transaction
total less than $800,000. The employment contract of certain key management
positions will transfer to New Apple. There are certain conditions which have to
be met before execution of the closing including approval from shareholders and
the Securities Exchange Commission. For additional information, including
proforma financial information, reference should be made to Apple's Preliminary
Proxy Statement to be filed June 29, 2000.
F-20
<PAGE>
APPLE HOMES CORPORATION
INDEX TO EXHIBITS
Exhibit 11 Statement re: computation of per share earnings.
Exhibit 21 List of subsidiaries of the Company.
Exhibit 23 Consent of Independent Accountants
Exhibit 27 Financial data schedule for March 31, 2000.
