1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal quarter ended: Commission file number:
JANUARY 31, 1999 0-14939
CROWN GROUP, INC.
(Exact name of registrant as specified in its charter)
TEXAS 63-0851141
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
4040 N. MACARTHUR BLVD., SUITE 100, IRVING, TEXAS
(Address of principal executive offices)
75038-6424
(Zip Code)
(972) 717-3423
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Outstanding at
Title of Each Class March 15, 1999
------------------- --------------
Common stock, par value $.01 per share 10,156,837
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PART I
ITEM 1. FINANCIAL STATEMENTS CROWN GROUP, INC
CONSOLIDATED BALANCE SHEETS
January 31, 1999
(unaudited) April 30, 1998
---------------- --------------
Assets:
Cash and cash equivalents $ 3,713,699 $ 6,481,706
Marketable equity securities 8,659,385 4,742,180
Accounts and other receivables, net 7,085,701 2,311,668
Mortgage loans held for sale, net 11,726,315 14,350,437
Finance receivables, net 88,226,548 36,049,525
Inventory 7,457,556 3,783,290
Prepaid and other assets 1,388,045 572,089
Property and equipment, net 18,792,131 9,165,703
Investment in CMN and related assets, net 5,461,909 6,606,114
Goodwill, net 10,942,500 9,613,972
------------ ------------
$163,453,789 $ 93,676,684
============ ============
Liabilities and stockholders' equity:
Accounts payable $ 2,740,993 $ 2,014,698
Accrued liabilities 5,581,655 1,952,828
Income taxes payable 2,698,216 142,572
Revolving credit facilities 71,770,744 41,164,524
Other notes payable 18,005,345 4,870,074
Deferred sales tax 2,838,942 2,090,303
Deferred income taxes 4,273,447 2,961,727
------------ ------------
Total liabilities 107,909,342 55,196,726
------------ ------------
Minority interests 2,880,416 3,447,705
Commitments and contingencies
Stockholders' equity:
Preferred stock, par value $.01 per share, 1,000,000 shares
authorized; none issued or outstanding
Common stock, par value $.01 per share, 50,000,000 shares
authorized; 9,930,438 issued and outstanding (9,433,963 at April 30, 1998) 99,304 94,340
Additional paid-in capital 36,980,767 35,547,369
Retained earnings (accumulated deficit) 11,555,285 (2,539,956)
Unrealized appreciation of securities 4,028,675 1,930,500
------------ ------------
Total stockholders' equity 52,664,031 35,032,253
------------ ------------
$163,453,789 $ 93,676,684
============ ============
See accompanying notes to consolidated financial statements.
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CONSOLIDATED STATEMENTS OF OPERATIONS CROWN GROUP, INC
(UNAUDITED)
Three Months Ended
January 31,
1999 1998
----------- -----------
Revenues:
Sales $18,283,991
Rental income 637,044
Gain on sale of mortgage loans 788,361 $ 430,434
Interest income 3,172,473 586,423
Interest, fees and rentals from CMN 133,818 132,981
Other 273,279 14,800
----------- -----------
23,288,966 1,164,638
----------- -----------
Costs and expenses:
Cost of sales 11,259,644
Selling, general and administrative 6,958,791 1,180,806
Provision for credit losses 2,666,523 21,500
Interest expense 1,653,052 80,081
Depreciation and amortization 577,635 130,803
----------- -----------
23,115,645 1,413,190
----------- -----------
Other income:
Equity in earnings of CMN 38,017 125,203
Gain on sale of securities, net 18,964,236 40,895
----------- -----------
19,002,253 166,098
----------- -----------
Income (loss) before taxes and minority interests 19,175,574 (82,454)
Provision (benefit) for income taxes 6,556,915 (96,149)
Minority interests 31,807
----------- -----------
Net income $12,586,852 $ 13,695
=========== ===========
Earnings per share:
Basic $ 1.27 $ .00
Diluted $ 1.21 $ .00
Weighted average number of shares outstanding:
Basic 9,942,386 9,742,747
Diluted 10,372,333 9,959,643
See accompanying notes to consolidated financial statements.
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CONSOLIDATED STATEMENTS OF OPERATIONS CROWN GROUP, INC
(UNAUDITED)
Nine Months Ended
January 31,
1999 1998
----------- -----------
Revenues:
Sales $49,598,072
Rental income 1,909,059
Gain on sale of mortgage loans 3,102,014 $ 430,434
Interest income 8,441,975 1,380,770
Interest, fees and rentals from CMN 742,831 349,282
Other 314,829 53,995
----------- -----------
64,108,780 2,214,481
----------- -----------
Costs and expenses:
Cost of sales 31,202,646
Selling, general and administrative 18,483,250 3,308,260
Provision for credit losses 6,280,474 21,500
Interest expense 4,442,754 81,695
Depreciation and amortization 1,576,953 350,358
----------- -----------
61,986,077 3,761,813
----------- -----------
Other income:
Equity in earnings of CMN 754,445 532,888
Gain on sale of securities, net 18,889,833 64,569
----------- -----------
19,644,278 597,457
----------- -----------
Income (loss) before taxes and minority interests 21,766,981 (949,875)
Provision (benefit) for income taxes 7,299,292 (603,348)
Minority interests 372,448
----------- -----------
Net income (loss) $14,095,241 $ (346,527)
=========== ===========
Earnings (loss) per share:
Basic $ 1.40 $ (0.03)
Diluted $ 1.36 $ (0.03)
Weighted average number of shares outstanding:
Basic 10,076,775 9,951,226
Diluted 10,335,480 9,951,226
See accompanying notes to consolidated financial statements.
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CONSOLIDATED STATEMENTS OF OPERATIONS CROWN GROUP, INC
(UNAUDITED)
Three Months Ended Nine Months Ended
January 31, January 31,
1999 1998 1999 1998
----------- ----------- ----------- -----------
Net income (loss) $12,586,852 $ 13,695 $14,095,241 $ (346,527)
Change in unrealized appreciation of securities, net of tax:
Unrealized appreciation arising during period 6,339,173 14,565,465
Less realized gain included in net income (12,516,396) (12,467,290)
----------- ----------- ----------- -----------
(6,177,223) 2,098,175
----------- ----------- ----------- -----------
Comprehensive income (loss) $ 6,409,629 $ 13,695 $16,193,416 $ (346,527)
=========== =========== =========== ===========
See accompanying notes to consolidated financial statements.
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CONSOLIDATED STATEMENTS OF CASH FLOWS CROWN GROUP, INC
(UNAUDITED)
Nine Months Ended
January 31,
1999 1998
------------ ------------
Operating activities:
Net income (loss) $ 14,095,241 $ (346,527)
Adjustments to reconcile net income (loss) to net
cash provided (used) by operating activities:
Depreciation and amortization 1,576,953 350,358
Amortization of finance receivable discount (695,869)
Deferred income taxes 1,027,609 (1,373,569)
Provision for credit losses 6,280,474 21,500
Minority interests 372,448
Gain on sale of mortgage loans (3,102,014) (430,434)
Gain on sale of assets (265,387)
Gain on sale of securities (18,889,833) (64,569)
Equity in earnings of CMN (754,445) (532,888)
Changes in assets and liabilities, net of acquisition:
Accounts and other receivables (1,512,746) (543,126)
Mortgage loans originated or acquired (67,572,153) (17,252,309)
Mortgage loans sold and principal repayments 73,203,758 8,953,167
Inventory 3,603,362
Prepaids and other assets (197,171) (165,649)
Accounts payable, accrued liabilities and deferred sales tax 2,536,871 32,180
Income taxes payable 1,282,248 (247,500)
------------ ------------
Net cash provided (used) by operating activities 10,989,346 (11,599,366)
------------ ------------
Investing activities:
Finance receivable originations (44,465,402)
Finance receivable collections 18,629,316
Purchase of property and equipment (12,184,078) (1,105,157)
Sale of assets 1,802,286 15,250,000
Purchase of securities (1,995,030) (1,939,285)
Sale of securities 21,122,595 1,788,685
Dividends and collections of notes receivable from CMN 1,665,685 538,250
Loan to Paaco (3,000,000)
Purchase of CMN and related assets (7,000,001)
Purchase of Car-Mart, net of cash acquired (33,420,470)
------------ ------------
Net cash provided (used) by investing activities (48,845,098) 4,532,492
------------ ------------
Financing activities:
Capital contribution from minority owner 60,000
Purchase of common stock (1,213,746) (2,211,410)
Proceeds from revolving credit facilities, net 30,606,220 4,189,889
Proceeds from other debt, net 5,635,271
------------ ------------
Net cash provided by financing activities 35,087,745 1,978,479
------------ ------------
Decrease in cash and cash equivalents (2,768,007) (5,088,395)
Cash and cash equivalents at: Beginning of period 6,481,706 21,117,960
------------ ------------
End of period $ 3,713,699 $ 16,029,565
============ ============
See accompanying notes to consolidated financial statements.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) CROWN GROUP, INC.
A - HISTORY AND DESCRIPTION OF BUSINESS
Crown Group, Inc. ("Crown"), and collectively with its subsidiaries (the
"Company"), is a publicly traded buy-out firm which presently owns (i) 100% of
America's Car-Mart, Inc. ("Car-Mart") and 80% of Paaco Automotive Group, Inc.
and Premium Auto Acceptance Corporation (collectively, "Paaco"), vertically
integrated used car sales and finance companies, (ii) 100% of Precision IBC,
Inc. ("Precision"), a firm specializing in the sale and rental of intermediate
bulk containers ("IBC's"), (iii) 80% of Concorde Acceptance Corporation
("Concorde"), a sub-prime mortgage lender, (iv) 49% of Casino Magic Neuquen S.A.
("CMN"), a casino operator in the Province of Neuquen, Argentina, (v) 50.1% of
CG Incorporated, S.A. de C.V. ("Crown El Salvador"), a newly formed company
focusing on the development and operation of casinos in El Salvador, and (vi)
80% of Home Stay Lodges I, Ltd. ("Home Stay"), a partnership focusing on the
development and operation of extended-stay lodging facilities. In addition, from
time to time the Company purchases and sells small ownership interests in
securities of privately held and publicly traded firms. The Company is presently
focusing on (i) the development and expansion of its existing businesses, and
(ii) the potential acquisition or development of other unrelated businesses.
Since its inception in 1983 through June 1993 the Company was engaged in
various facets of the cable and related programming businesses. From June 1993
until November 1996, the Company's primary business focus was that of owning,
operating and developing casino gaming properties. In November 1996 the Company
decided to expand its business interests beyond casino gaming and began pursuing
business opportunities in other fields. As a result the Company has acquired or
formed several businesses in a variety of industries.
B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
General
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Article 10 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. Operating results for the nine month period ended January 31, 1999 are
not necessarily indicative of the results that may be expected for the year
ended April 30, 1999. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Company's annual
report on Form 10-K for the year ended April 30, 1998.
Marketable Equity Securities
Investments in marketable equity securities are recorded at market value
based upon closing stock prices as quoted on national stock exchanges or the
NASDAQ stock market. The Company considers all of its equity securities to be
"available for sale" securities, and the difference between the Company's cost
and such security's market value is included as a separate component of
stockholders' equity entitled "unrealized appreciation of securities," on a net
of tax basis.
As of April 30, 1998 and January 31, 1999 the Company held 444,444 and
124,444 shares respectively, of Inktomi Corporation common stock, which company
completed its initial public offering ("IPO") on or about June 9, 1998. The
Company's Inktomi shares were subject to an underwriter's lock-up agreement
which restricted the Company from selling its Inktomi stock until December 8,
1998. From December 9, 1998 through February 25, 1999 the Company could only
sell its Inktomi shares in private transactions in that these shares were not
registered and had not as yet met the one year holding period. The Company
valued its Inktomi shares based upon the closing stock price of $71.875 per
share on January 31, 1999, less a 10% discount on all unregistered shares.
Accordingly, at January 31, 1999 the carrying value of the Company's Inktomi
stock was $8,193,750 which reflects a gross unrealized gain of $6,417,364 over
the Company's cost of $1,776,386. Beginning in December 1998 through January 31,
1999 the Company sold 340,000 shares of its Inktomi common stock for
approximately $20.8 million, which net of a management bonus of $.9 million and
the Company's basis in the securities resulted in a gain of approximately $19.0
million. In February and March 1999 the Company sold the balance of its Inktomi
common stock resulting in a gain of approximately $6 million. The Company uses
the specific identification method for accounting for securities transactions.
Goodwill
Goodwill represents the excess of the Company's cost over the fair value of
net identifiable assets acquired in its purchases of Paaco and Precision.
Goodwill is amortized on a straight line basis over periods ranging from 15 to
25 years. The Company assesses the recoverability of this intangible asset by
determining whether the amortization of the goodwill balance over its remaining
life can be recovered through undiscounted future operating cash flows of the
acquired operation. At January 31, 1999 accumulated amortization of goodwill
amounted to $630,108.
Reclassifications
Certain prior year amounts in the accompanying financial statements have been
reclassified to conform to the fiscal 1999 presentation.
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C - ACQUISITIONS
Paaco Purchase
Effective February 1, 1998 the Company acquired 53% of the common stock of
Paaco for a purchase price of approximately $9.1 million in cash. Approximately
$4.9 million of Paaco common stock was purchased directly from Paaco, and the
remaining $4.2 million was purchased from Paaco management personnel who prior
to this transaction were the sole shareholders of Paaco (the "Paaco Management
Shareholders"). Effective May 1, 1998 and February 1, 1999 the Company acquired
an additional 12% and 15%, respectively, interests in Paaco directly from the
Paaco Management Shareholders. The May 1, 1998 purchase price of $1.5 million
was paid by issuing 375,000 shares of the Company's common stock. The February
1, 1999 purchase price of $2.6 million was paid by issuing 257,813 shares of the
Company's common stock and paying approximately $1.0 million in cash. The
Company presently owns 80% of Paaco.
Precision Purchase
On February 3, 1998 the Company acquired 80% of the common stock of Precision
IBC, Incorporated ("Original Precision") for a purchase price of approximately
$2.4 million in cash. On March 5, 1998 the Company acquired 80% of the common
stock of M&S Tank Rentals, Inc. ("M&S") for a purchase price of $1.65 million in
cash. Original Precision and M&S were subsequently merged together into a newly
formed corporation, Precision IBC, Inc. ("Precision"). Effective May 1, 1998 the
Company acquired the remaining 20% interest in Precision it did not previously
own by issuing 288,027 shares of the Company's common stock to the minority
shareholders of Precision in a private placement.
Car-Mart Purchase
On January 15, 1999 the Company acquired 100% of the outstanding common stock
of Fleeman Holding Company, including its wholly-owned subsidiary America's
Car-Mart, Inc., ("Car-Mart") for $41.35 million. The purchase price consisted of
$33.85 million in cash and the issuance of promissory notes aggregating $7.5
million (the "Notes"). The Notes bear interest at 8.5% per annum payable
quarterly, with the principal due in five years. Approximately $24 million of
the cash portion of the purchase price was obtained pursuant to a $30 million
revolving credit facility with a major banking institution. The remaining $9.85
million was funded from cash on hand. Car-Mart was founded in 1981 and presently
operates thirty "buy-here-pay-here" used car dealerships located in niche
markets throughout Arkansas, Oklahoma, Texas and Missouri. Car-Mart underwrites,
finances and services retail installment contracts generated at its dealerships.
The majority of Car-Mart's assets consist of over 15,000 retail installment
contracts.
The activities of Car-Mart have been included in the Company's consolidated
results of operations since the acquisition date. The acquisition of Car-Mart
has been accounted for using the purchase method of accounting with existing
assets and liabilities being marked to market. The preliminary purchase price
and purchase price allocation are as follows (in thousands):
Purchase Price:
Cash $ 33,850
Notes to sellers 7,500
Transaction costs 648
----------
$ 41,998
==========
Purchase Price Allocation:
Cash $ 1,077
Finance receivables, net 37,579
Inventory 2,220
Other 4,446
Liabilities assumed (3,324)
----------
$ 41,998
==========
Pro Forma Financial Information
The following unaudited pro forma condensed consolidated results of
operations of the Company for the nine months ended January 31, 1999 were
prepared as if the Car-Mart acquisition had occurred on May 1, 1998, and the
following unaudited pro forma condensed consolidated results of operations of
the Company for the nine months ended January 31, 1998 were prepared as if the
acquisitions of Paaco (65%), Precision and Car-Mart had occurred on May 1, 1997,
(in thousands, except per share amounts). The adjustments to the historical
financial statements principally consist of (i) eliminating interest income on
the cash used in the acquisitions, (ii) amortizing goodwill resulting from the
acquisitions, (iii) recording interest expense on the debt issued in the
Car-Mart acquisition, (iv) adjusting depreciation expense and interest income
resulting from purchase accounting entries, and (v) adjusting income tax expense
to reflect the elimination of an S-corporation in the case of Precision and to
take into account the above described adjustments.
Nine Months Ended
January 31,
1999 1998
--------------- ---------------
Revenues $ 113,903 $ 93,003
Net income 17,621 1,872
Earnings per share - diluted 1.70 .17
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D - CMN OPERATING RESULTS
The operating results of CMN for the nine months ended January 31, 1999 and
1998 were as follows (in thousands):
Nine Months Ended
January 31,
1999 1998
---------- ----------
Revenues $ 16,081 $ 13,382
Costs and expenses 10,296 10,078
Lawsuit settlement and costs 917
Interest, fees, and rentals to shareholders 1,070 1,494
Provision for income taxes 1,513 581
---------- ----------
Net income $ 2,285 $ 1,229
========== ==========
For the nine months ended January 31, 1999, the Company recorded an after tax
charge of approximately $365,000 relating to its share of the estimated costs of
a dispute between CMN and the City of Neuquen with respect to entrance taxes
being charged by the City of Neuquen for each patron entering CMN's casinos.
Such amount has been included in "equity in earnings of CMN" on the accompanying
statements of operations.
E - FINANCE RECEIVABLES
The Company originates installment sale contracts from the sale of used
vehicles at its dealerships. These installment sale contracts typically include
interest rates ranging from 10 to 26% per annum and provide for payments over
periods ranging from 14 to 36 months. A summary of finance receivables as of
January 31, 1999 and April 30, 1998 is as follows:
January 31, April 30,
1999 1998
------------- -------------
Finance receivables $ 121,392,970 $ 51,417,981
Unearned finance charges (16,673,687) (9,930,356)
Allowance for credit losses (15,361,238) (4,727,679)
Valuation discount (1,131,497) (710,421)
------------- -------------
$ 88,226,548 $ 36,049,525
============= =============
In accordance with APB Opinion No. 16, as of the dates the Company acquired
an interest in Paaco (53% on February 1, 1998 and 12% on May 1, 1998) and
Car-Mart, the Company valued Paaco's and Car-Mart's finance receivable
portfolios at market value and determined that an aggregate valuation discount
of $1,215,966 in the case of Paaco, and $864,165 in the case of Car-Mart, was
appropriate. These discounts are being amortized into interest income over the
life of the related finance receivable portfolios that existed on the dates of
purchase using the interest method.
A summary of the finance receivables allowance for credit losses for the
period from April 30, 1998 to January 31, 1999 is as follows:
Balance at April 30, 1998 $ 4,727,679
Acquisition of Car-Mart 8,726,309
Provision for credit losses 6,137,295
Net charge offs (4,230,045)
------------
Balance at January 31, 1999 $ 15,361,238
============
In addition to the finance receivables allowance for credit losses the
Company also has an allowance for credit losses on mortgage loans held for sale
($147,100) and trade accounts receivable ($25,000) as of January 31, 1999.
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F - PROPERTY AND EQUIPMENT
A summary of property and equipment as of January 31, 1999 and April 30, 1998
is as follows:
January 31, April 30,
1999 1998
------------ ------------
Land and buildings $ 3,417,979 $ 2,332,750
Construction in progress 4,505,003
Rental equipment 6,234,027 4,749,652
Furniture, fixtures and equipment 4,790,937 1,904,536
Leasehold improvements 1,367,172 920,583
Less accumulated depreciation and amortization (1,522,987) (741,818)
------------ ------------
$ 18,792,131 $ 9,165,703
============ ============
G - DEBT
A summary of debt at January 31, 1999 is as follows:
Revolving Credit Facilities
- -----------------------------------------------------------------------------------------------------------------
Facility Interest Primary Balance at
Borrower Lender Amount Rate Maturity Collateral January 31, 1999
- ------------- -------------- ----------- ------------ ---------- ------------- ------------------
Paaco Finova $60 million Prime + 3.00% Jun 2000 Finance rec. $37,447,375
Car-Mart Bank America $30 million Prime + 1.13% Jan 2002 Finance rec. 22,139,722
Concorde Bank One $20 million Libor + 2.00% Jan 2000 Mortgage loans 7,991,604
Precision Wells Fargo $5 million Prime Jun 2000 IBC's and rec. 3,692,043
Paaco Comerica $500,000 Prime + 2.00% Demand Vehicle inv. 500,000
-----------
$71,770,744
===========
Other Notes Payable
- ---------------------------------------------------------------------------------------------------------------------
Facility Interest Primary Balance at
Borrower Lender Amount Rate Maturity Collateral January 31, 1999
- ------------- -------------- ----------- ------------ ---------- ------------- ------------------
Crown Car-Mart sellers N/A 8.50% Jan 2004 Finance rec $ 7,500,000
Home Stay Bank of Pensacola $5.4 million 8.50% Feb 2004 Real estate 4,530,376
Precision South Trust Bank N/A 7.35% Jan 2014 Real estate 680,000
Paaco Chase Texas N/A 8.50% Oct 2003 Real estate 956,883
Paaco Heller Financial N/A Prime + 2.25% Dec 2015 Real estate 622,417
Paaco Various N/A Various 1999 None 3,715,669
-----------
$18,005,345
===========
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H - COMPREHENSIVE INCOME INFORMATION
Supplemental comprehensive income disclosures for the nine months ended
January 31, 1999 are as follows:
Nine Months
Ended
January 31, 1999
----------------
Gross unrealized appreciation of securities arising during period $22,068,886
Provision for income taxes 7,503,421
-----------
Unrealized appreciation of securities arising during period $14,565,465
===========
Changes to unrealized appreciation of securities for the nine months ended
January 31, 1999 are as follows:
Nine Months
Ended
January 31, 1999
----------------
Balance at April 30, 1998 $ 1,930,500
Unrealized appreciation of securities arising during period 14,565,465
Less realized gain included in net income (12,467,290)
------------
Balance at January 31, 1999 $ 4,028,675
============
I - EARNINGS PER SHARE
A summary reconciliation of basic earnings per share to diluted earnings per
share for the nine months ended January 31, 1999 and 1998 is as follows:
Nine Months Ended
January 31,
1999 1998
----------- -----------
Net income (loss) $14,095,241 $ (346,527)
=========== ===========
Average shares outstanding-basic 10,076,775 9,951,226
Dilutive options 240,555
Dilutive warrants 18,150
----------- -----------
Average shares outstanding-diluted 10,335,480 9,951,226
=========== ===========
Earnings (loss) per share:
Basic $ 1.40 $ (.03)
Diluted $ 1.36 $ (.03)
Antidilutive securities not included:
Options 295,000 899,643
=========== ===========
Warrants 391,198 1,084,246
=========== ===========
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J - COMMON STOCK ISSUANCES
Effective May 1, 1998 the Company issued 375,000 and 288,027 shares of its
common stock in the purchases of an additional 12% interest in Paaco and an
additional 20% interest in Precision, respectively (see Note C). Furthermore, in
June 1998 the Company issued 169,941 shares of its common stock to Nomura
Holding America, Inc. ("Nomura") in connection with Nomura's full exercise of a
warrant held by them to purchase 508,414 shares of the Company's common stock.
Nomura exercised the warrant pursuant to its "cashless exercise" feature.
Effective February 1, 1999 the Company issued 257,813 shares of its common stock
as partial consideration in the purchase of an additional 15% interest in Paaco.
Also effective February 1, 1999 the Company issued 37,500 shares of its common
stock in satisfaction of a liability in connection with the May 1, 1998 purchase
of an additional 12% interest in Paaco (see note K).
K - COMMITMENTS AND CONTINGENCIES
Mortgage Loan Sales
In connection with the Company's sale of mortgage loans in the ordinary
course of business, in certain circumstances such loan sales involve limited
recourse to the Company for up to the first twelve months following the sale.
Generally, the events which could give rise to these recourse provisions involve
the prepayment or foreclosure of a loan, and violations of customary
representations and warranties. If the recourse provisions are triggered the
Company may be required to refund all or part of the premium received on the
sale of such loan, and in some cases the Company may be required to repurchase
the loan. Periodically, the Company estimates the potential exposure related to
such recourse provisions and accrues a percentage of the total potential
liability.
Severance Agreements
The Company has entered into severance agreements with its three executive
officers which provide for payments to the executives in the event of their
termination after a change in control, as defined, of the Company. The
agreements provide, among other things, for a compensation payment equal to 2.99
times the annual compensation paid to the executive, as well as accelerated
vesting of any unvested options under the Company's stock option plans, in the
event of such executive's termination in connection with a change in control.
Paaco Purchase Contingent Consideration
In connection with the Company's purchase of an additional 12% interest in
Paaco effective May 1, 1998, the Company agreed to pay the sellers as additional
consideration an amount equal to 60% of the excess of Paaco's pretax income in
excess of $2.5 million for the twelve months ending January 31, 1999. Effective
February 1, 1999 the Company issued 37,500 shares of its common stock to satisfy
its obligation to pay such additional consideration.
Litigation
In August 1998 an action was filed against the Company in the 8th Judicial
District Court of Clark County, Nevada by Resort Properties of America ("RPA").
In this action RPA alleges it had a verbal agreement with the Company pertaining
to the sale of the Company's Las Vegas land which was sold in September 1997.
RPA claims it is due a brokerage commission of $450,000 plus attorney's fees.
The Company has denied the material allegations of the claim and intends to
vigorously contest any liability in the matter. While no assurance can be given
as to the ultimate outcome of this litigation, management believes that the
resolution of this matter will not have a material adverse effect on the
Company.
Investment Fund
In November 1998 the Company committed $2.0 million to Monarch Venture
Partners' Fund I, L.P. ("Monarch"), a private venture capital fund focusing on
high technology businesses, such as Internet related concerns. As of January 31,
1999 the Company had funded approximately $.5 million of its $2.0 million
commitment. The Company expects it will fund the remaining $1.5 million over the
next 12 months. Principals of Monarch assisted the Company in its investment in
Inktomi common stock (see Note B).
L - SUPPLEMENTAL CASH FLOW INFORMATION
Supplemental cash flow disclosures for the nine months ended January 31, 1999
and 1998 are as follows:
Nine Months Ended
January 31,
1999 1998
---------- ----------
Issuance of notes in acquisition $7,500,000
Value of stock issued in acquisitions 2,652,108
Inventory acquired in repossession 5,057,773
Interest paid, net of amount capitalized 4,274,642 $ 58,620
Income taxes paid 4,954,189 925,000
Conversion of a portion of CMN note to equity 2,516,493
12
13
M - BUSINESS SEGMENTS
Operating results and other financial data are presented for the four
principal business segments of the Company for the three months ended January
31, 1999 and 1998. These segments are categorized by the lines of business of
the Company. The segments include (i) automobile, which pertains to Car-Mart's
and Paaco's selling and financing of used vehicles, (ii) IBC's, which pertains
to Precision's rental and sales of intermediate bulk containers, (iii) mortgage,
which pertains to Concorde's originating and selling of sub-prime mortgage
loans, and (iv) other, which includes corporate operations, Home Stay,
activities of relatively inactive subsidiaries and the Company's equity
investment in CMN. The Company's business segment data for the three months
ended January 31, 1999 and 1998 is as follows (in thousands):
Three Months Ended January 31, 1999
------------------------------------------------------------------------------------------
Automobile IBC's Mortgage Other Eliminations Consolidated
---------- ---------- ---------- ---------- ---------- ----------
Revenues:
Sales and other $ 17,765 $ 1,188 $ 890 $ 274 $ 20,117
Interest income 2,542 3 388 429 $ (190) 3,172
---------- ---------- ---------- ---------- ---------- ----------
Total 20,307 1,191 1,278 703 (190) 23,289
---------- ---------- ---------- ---------- ---------- ----------
Costs and expenses:
Cost of sales 10,898 362 11,260
Selling, gen. and admin. 4,292 392 1,074 1,200 6,958
Prov. for credit losses 2,609 13 44 2,666
Interest expense 1,433 93 281 36 (190) 1,653
Depreciation and amort. 112 185 42 239 578
---------- ---------- ---------- ---------- ---------- ----------
Total 19,344 1,045 1,441 1,475 (190) 23,115
---------- ---------- ---------- ---------- ---------- ----------
Security gains and other 19,002 19,002
---------- ---------- ---------- ---------- ---------- ----------
Income (loss) before taxes
and minority interest $ 963 $ 146 $ (163) $ 18,230 $ -- $ 19,176
========== ========== ========== ========== ========== ==========
Capital expenditures $ 339 $ 670 $ 11 $ 3,032 $ -- $ 4,052
========== ========== ========== ========== ========== ==========
Total assets $ 103,389 $ 12,213 $ 13,539 $ 78,618 $ (44,305) $ 163,454
========== ========== ========== ========== ========== ==========
Three Months Ended January 31, 1998
---------------------------------------------------------------------------------------------
Automobile IBC's Mortgage Other Eliminations Consolidated
------------ ----------- ----------- ----------- ------------- -------------
Revenues:
Sales and other $ 429 $ 148 $ 577
Interest income 322 448 $ (183) 587
---------- ---------- ------------ ------------
Total 751 596 (183) 1,164
---------- ---------- ------------ ------------
Costs and expenses:
Selling, gen. and admin. 627 555 1,182
Prov. for credit losses 21 21
Interest expense 249 14 (183) 80
Depreciation and amort. 11 119 130
---------- ---------- ------------ ------------
Total 908 688 (183) 1,413
---------- ---------- ------------ ------------
Security gains and other 166 166
---------- ---------- ------------ ------------
Income (loss) before taxes
and minority interest $ (157) $ 74 $ -- $ (83)
========== ========== ============ ============
Capital expenditures $ 244 $ 105 $ -- $ 349
========== ========== ============ ============
Total assets $ 16,134 $ 41,254 $ (18,993) $ 38,395
========== ========== ============ ============
13
14
The Company's business segment data for the nine months ended January 31, 1999
and 1998 is as follows (in thousands):
Nine Months Ended January 31, 1999
---------------------------------------------------------------------------------------------
Automobile IBC's Mortgage Other Eliminations Consolidated
------------ ----------- ----------- ----------- ------------ -------------
Revenues:
Sales and other $ 47,674 $ 3,865 $ 3,246 $ 882 $ 55,667
Interest income 6,461 6 1,192 1,232 $ (449) 8,442
----------- ---------- ---------- ---------- ---------- ------------
Total 54,135 3,871 4,438 2,114 (449) 64,109
----------- ---------- ---------- ---------- ---------- ------------
Costs and expenses:
Cost of sales 29,833 1,370 31,203
Selling, gen. and admin. 11,685 1,021 3,297 2,480 18,483
Prov. for credit losses 6,137 23 120 6,280
Interest expense 3,683 283 890 36 (449) 4,443
Depreciation and amort. 247 500 115 715 1,577
----------- ---------- ---------- ---------- ---------- ------------
Total 51,585 3,197 4,422 3,231 (449) 61,986
----------- ---------- ---------- ---------- ---------- ------------
Security gains and other 19,644 19,644
----------- ---------- ---------- ---------- ---------- ------------
Income before taxes
and minority interest $ 2,550 $ 674 $ 16 $ 18,527 $ -- $ 21,767
=========== ========== ========== ========== ========== ============
Capital expenditures $ 713 $ 2,838 $ 230 $ 8,403 $ -- $ 12,184
=========== ========== ========== ========== ========== ============
Total assets $ 103,389 $ 12,213 $ 13,539 $ 78,618 $ (44,305) $ 163,454
=========== ========== ========== ========== ========== ============
Nine months ended january 31, 1998
----------------------------------------------------------------------------------------------
Automobile IBC's Mortgage Other Eliminations Consolidated
------------- ----------- ----------- ----------- ------------- -------------
Revenues:
Sales and other $ 430 $ 403 $ 833
Interest income 416 1,183 $ (218) 1,381
---------- ---------- ---------- ----------
Total 846 1,586 (218) 2,214
---------- ---------- ---------- ----------
Costs and expenses:
Selling, gen. and admin. 1,211 2,098 3,309
Prov. for credit losses 21 21
Interest expense 286 14 (218) 82
Depreciation and amort. 18 332 350
---------- ---------- ---------- ----------
Total 1,536 2,444 (218) 3,762
---------- ---------- ---------- ----------
Security gains and other 598 598
---------- ---------- ---------- ----------
Loss before taxes
and minority interest $ (690) $ (260) $ -- $ (950)
========== ========== =========== ==========
Capital expenditures $ 442 $ 663 $ -- $ 1,105
========== ========== =========== ==========
Total assets $ 16,134 $ 41,254 $ (18,993) $ 38,395
========== ========== =========== ==========
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15
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the Company's
consolidated financial statements and notes thereto appearing elsewhere in this
report.
FORWARD-LOOKING INFORMATION
The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for certain forward-looking statements. Certain information included in
this Quarterly Report on Form 10-Q contains, and other materials filed or to be
filed by the Company with the Securities and Exchange Commission (as well as
information included in oral statements or other written statements made or to
be made by the Company or its management) contain or will contain,
forward-looking statements within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933,
as amended. Such forward-looking statements address, among other things, the
Company's current focus on the development and expansion of its existing
businesses, and the potential acquisition or development of businesses in other
fields. Such forward-looking statements are based upon management's current
plans or expectations and are subject to a number of uncertainties and risks
that could significantly affect current plans, anticipated actions and the
Company's future financial condition and results. As a consequence, actual
results may differ materially from those expressed in any forward-looking
statements made by or on behalf of the Company as a result of various factors.
Uncertainties and risks related to such forward-looking statements include, but
are not limited to, those relating to the development of the Company's
businesses, continued availability of lines of credit for the Company's
businesses, changes in interest rates, changes in the industries in which the
Company operates, competition, dependence on existing management, the stability
of Argentina's government, currency exchange rate fluctuations, the repatriation
of funds from Argentina, domestic or global economic conditions (particularly in
the Dallas/Ft. Worth area and the State of Arkansas), changes in foreign or
domestic tax laws or the administration of such laws and changes in gaming or
lending laws or regulations. Any forward-looking statements are made pursuant to
the Private Securities Litigation Reform Act of 1995 and, as such, speak only as
of the date made.
OVERVIEW
Crown Group, Inc. ("Crown"), and collectively with its subsidiaries (the
"Company"), is a publicly traded buy-out firm which presently owns (i) 100% of
America's Car-Mart, Inc. ("Car-Mart") and 80% of Paaco Automotive Group, Inc.
and Premium Auto Acceptance Corporation (collectively, "Paaco"), vertically
integrated used car sales and finance companies (ii) 100% of Precision IBC, Inc.
("Precision"), a firm specializing in the sale and rental of intermediate bulk
containers, (iii) 80% of Concorde Acceptance Corporation ("Concorde"), a
sub-prime mortgage lender, (iv) 49% of Casino Magic Neuquen S.A. ("CMN"), a
casino operator in the Province of Neuquen, Argentina, (v) 50.1% of CG
Incorporated, S.A. de C.V. ("Crown El Salvador"), a newly formed company
focusing on the development and operation of casinos in El Salvador, and (vi)
80% of Home Stay Lodge I, Ltd. ("Home Stay"), a partnership focusing on the
development and operation of extended-stay lodging facilities. In addition, from
time to time the Company purchases and sells small ownership interests in
securities of privately held and publicly traded firms. The Company is presently
focusing on (i) the development and expansion of its existing businesses, and
(ii) the potential acquisition or development of other unrelated businesses.
Since its inception in 1983 through June 1993 the Company was engaged in
various facets of the cable and related programming businesses. From June 1993
until November 1996, the Company's primary business focus was that of owning,
operating and developing casino gaming properties. In November 1996 the Company
decided to expand its business interests beyond casino gaming and began pursuing
business opportunities in other fields. As a result the Company has acquired or
formed several businesses in a variety of industries as follows:
CMN - In June 1997 the Company acquired a 49% interest in CMN for a
purchase price of $7 million in cash. CMN operates casinos in the
cities of Neuquen and San Martin de los Andes in the Province of
Neuquen, Argentina under an exclusive concession contract.
CONCORDE - In June 1997 the Company, along with certain newly hired
management personnel, formed Concorde. Concorde is in the business of
originating, purchasing, servicing and selling sub-prime mortgage loans
which are secured primarily by first and second liens on residential
properties. These loans are sold in privately negotiated transactions
to institutional investors and other third parties.
PAACO - In February 1998 the Company acquired 53% of the common stock
of Paaco for a purchase price of approximately $9.1 million in cash.
Approximately $4.9 million of Paaco common stock was purchased directly
from Paaco, and the remaining $4.2 million was purchased from Paaco
management who prior to this transaction were the sole shareholders of
Paaco. Effective May 1, 1998 and February 1, 1999 the Company purchased
an additional 12% and 15% interest, respectively, in Paaco from the
management shareholders. The May 1, 1998 purchase price of $1.5 million
was paid by issuing 375,000 shares of the Company's common stock. The
February 1, 1999 purchase price of approximately $2.6 million consisted
of 257,813 shares of the Company's common stock and approximately $1.0
million in cash. Paaco is a vertically integrated used car sales and
finance company which operates eight used car dealerships in the
Dallas-Ft.
15
16
Worth metropolitan area and one dealership in Houston, Texas. Paaco
sells, underwrites and finances used cars and trucks with a focus on
the Hispanic market.
PRECISION - In February 1998 the Company acquired 80% of the common
stock of Precision IBC, Incorporated ("Original Precision") for a
purchase price of approximately $2.4 million in cash. In March 1998 the
Company acquired 80% of the common stock of M&S Tank Rentals, Inc.
("M&S") for a purchase price of $1.65 million in cash. Original
Precision and M&S were subsequently merged together into a newly formed
corporation, Precision IBC, Inc. ("Precision"). Effective May 1, 1998
the Company purchased the remaining 20% of Precision. The purchase
price of approximately $1.1 million was paid by issuing 288,027 shares
of the Company's common stock. Precision is in the business of renting,
selling, testing and servicing principally stainless steel intermediate
bulk containers.
HOME STAY - In May 1998 the Company, along with a minority holder,
formed Home Stay. Home Stay is in the business of constructing and
operating extended-stay lodging facilities.
CAR-MART - In January 1999 the Company acquired 100% of the outstanding
common stock of Fleeman Holding Company, including its wholly-owned
subsidiary America's Car-Mart, Inc. ("Car-Mart") for $41.35 million.
The purchase price consisted of $33.85 million in cash and the issuance
of promissory notes aggregating $7.5 million. Car-Mart operates thirty
"Buy-Here Pay-Here" used car dealerships located in niche markets
throughout Arkansas, Oklahoma, Texas and Missouri. Car-Mart sells,
underwrites and finances used cars and trucks.
CROWN EL SALVADOR - In March 1999 the Company, along with minority
holders, formed Crown El Salvador. Crown El Salvador is in the business
of developing and operating casino properties in El Salvador.
RESULTS OF OPERATIONS
The Company's 49% investment in CMN is accounted for on the equity method.
Since the Company's investment in CMN was completed in June 1997, the nine
months ended January 31, 1998 only includes eight months of CMN operating
results. Concorde was formed in June 1997, and, as a result, only had limited
operations during the three and nine months ended January 31, 1998. Paaco and
Precision were acquired in February 1998, and, as a result, are not reflected in
the Company's operating results for the three and nine months ended January 31,
1998. Car-Mart was acquired on January 15, 1999, and, as a result, only reflects
17 days of activity during the nine months ended January 31, 1999. As a result,
of the above transactions, the Company's operating results for the three and
nine months ended January 31, 1999 and 1998 are not entirely comparable.
THREE MONTHS ENDED JANUARY 31, 1999 COMPARED TO THE THREE MONTHS ENDED JANUARY
31, 1998
Below is a presentation of the operating results for the four principal
business segments of the Company for the three months ended January 31, 1999 and
1998. The segments include (i) automobile, which pertains to Car-Mart's and
Paaco's selling and financing of used vehicles, (ii) IBC's, which pertains to
Precision's rental and sales of intermediate bulk containers, (iii) mortgage,
which pertains to Concorde's originating and selling of sub-prime mortgage
loans, and (iv) other, which includes corporate operations, Home Stay,
activities of relatively inactive subsidiaries and the Company's equity
investment in CMN. The Company's business segment data for the three months
ended January 31, 1999 and 1998 is as follows (in thousands):
Three Months Ended January 31, 1999
---------------------------------------------------------------------------------------------
Automobile IBC's Mortgage Other Eliminations Consolidated
------------ ----------- ----------- ----------- -------------- -------------
Revenues:
Sales and other $ 17,765 $ 1,188 $ 890 $ 274 $ 20,117
Interest income 2,542 3 388 429 $ (190) 3,172
-------- -------- -------- -------- -------- --------
Total 20,307 1,191 1,278 703 (190) 23,289
-------- -------- -------- -------- -------- --------
Costs and expenses:
Cost of sales 10,898 362 11,260
Selling, gen. and admin. 4,292 392 1,074 1,200 6,958
Prov. for credit losses 2,609 13 44 2,666
Interest expense 1,433 93 281 36 (190) 1,653
Depreciation and amort. 112 185 42 239 578
-------- -------- -------- -------- -------- --------
Total 19,344 1,045 1,441 1,475 (190) 23,115
-------- -------- -------- -------- -------- --------
Security gains and other 19,002 19,002
-------- -------- -------- -------- -------- --------
Income (loss) before taxes
and minority interest $ 963 $ 146 $ (163) $ 18,230 $ -- $ 19,176
======== ======== ======== ======== ======== ========
16
17
Three Months Ended January 31, 1998
---------------------------------------------------------------------------------------------
Automobile IBC's Mortgage Other Eliminations Consolidated
------------ ----------- ----------- ----------- -------------- -------------
Revenues:
Sales and other $ 429 $ 148 $ 577
Interest income 322 448 $ (183) 587
----------- ----------- ------------ ------------
Total 751 596 (183) 1,164
----------- ----------- ------------ ------------
Costs and expenses:
Selling, gen. and admin. 627 555 1,182
Prov. for credit losses 21 21
Interest expense 249 14 (183) 80
Depreciation and amort. 11 119 130
----------- ----------- ------------ ------------
Total 908 688 (183) 1,413
----------- ----------- ------------ ------------
Security gains and other 166 166
----------- ----------- ------------ ------------
Income (loss) before taxes
and minority interest $ (157) $ 74 $ -- $ (83)
=========== =========== ============ ============
Net income for the three months ended January 31, 1999 increased $12,573,157
compared to the same period in the prior fiscal year. The increase was the
result of (i) recognizing a gain of $19.0 million on the sale of certain
securities (principally Inktomi common stock), and (ii) including the results of
operations of Car-Mart, Paaco and Precision in the current period.
Revenues from sales and rental income pertain to the businesses of Car-Mart,
Paaco and Precision. Interest income for the three months ended January 31, 1999
increased $2.6 million compared to the same period in the prior fiscal year. The
increase resulted principally from (i) interest earned on Car-Mart's and Paaco's
finance receivable portfolios ($2.5 million), and (ii) greater interest earned
on Concorde's mortgage loans ($.1 million) as a result of an increase in the
average amount of mortgage loans held for sale.
Cost of sales pertains to the operations of Car-Mart, Paaco and Precision.
Provision for credit losses pertains principally to Car-Mart's and Paaco's
operations. Selling, general and administrative expenses for the three months
ended January 31, 1999 increased $5.8 million compared to the same period in the
prior fiscal year. The increase resulted principally from (i) expenses relating
to Car-Mart, Paaco and Precision ($4.7 million), (ii) the development of
Concorde's mortgage based lending business ($.4 million), and (iii) Crown's
abandonment of certain business ventures which it had been pursuing ($.5
million). Interest expense for the three months ended January 31, 1999 increased
$1.6 million compared to the same period in the prior fiscal year. The increase
resulted from interest associated with the debt of Car-Mart, Paaco, Precision
and Concorde. Depreciation and amortization expense for the three months ended
January 31, 1999 increased $.4 million compared to the same period in the prior
fiscal year. The increase resulted principally from (i) amortizing goodwill that
was created in the acquisitions of Paaco and Precision ($164,712), (ii)
depreciating the assets of Car-Mart, Paaco and Precision ($260,893), and (iii)
greater depreciation at Concorde ($30,588).
The provision for income taxes for the three months ended January 31, 1999
was $6,556,915 on pretax income of $19,175,574. This equates to an effective tax
rate of 34.3% after removing from pretax income the equity in earnings of CMN
($38,017), which earnings are presented on an after tax basis. The benefit for
income taxes for the three months ended January 31, 1998 was $96,149 on a pretax
loss of $82,454. The prior period benefit differed from the amount determined by
applying the 34% federal statutory rate principally as a result of (i) equity in
earnings of CMN being reported on an after tax basis, and (ii) a change in the
valuation allowance of certain deferred tax assets. Minority interests for the
three months ended January 31, 1999 ($31,807) pertain to the portion of Paaco
(35%) not owned by the Company during the period.
17
18
NINE MONTHS ENDED JANUARY 31, 1999 COMPARED TO THE NINE MONTHS ENDED
JANUARY 31, 1998
The Company's business segment data for the nine months ended January 31, 1999
and 1998 is as follows (in thousands):
Nine Months Ended January 31, 1999
--------------------------------------------------------------------------------------------
Automobile IBC's Mortgage Other Eliminations Consolidated
---------- -------- -------- -------- -------- ----------
Revenues:
Sales and other $ 47,674 $ 3,865 $ 3,246 $ 882 $ 55,667
Interest income 6,461 6 1,192 1,232 $ (449) 8,442
-------- -------- -------- -------- -------- --------
Total 54,135 3,871 4,438 2,114 (449) 64,109
-------- -------- -------- -------- -------- --------
Costs and expenses:
Cost of sales 29,833 1,370 31,203
Selling, gen. and admin. 11,685 1,021 3,297 2,480 18,483
Prov. for credit losses 6,137 23 120 6,280
Interest expense 3,683 283 890 36 (449) 4,443
Depreciation and amort. 247 500 115 715 1,577
-------- -------- -------- -------- -------- --------
Total 51,585 3,197 4,422 3,231 (449) 61,986
-------- -------- -------- -------- -------- --------
Security gains and other 19,644 19,644
-------- -------- -------- -------- -------- --------
Income before taxes
and minority interest $ 2,550 $ 674 $ 16 $ 18,527 $ -- $ 21,767
======== ======== ======== ======== ======== ========
Nine Months Ended January 31, 1998
-------------------------------------------------------------------------------------------------
Automobile IBC's Mortgage Other Eliminations Consolidated
---------- --------- ---------- ---------- ---------- ------------
Revenues:
Sales and other $ 430 $ 403 $ 833
Interest income 416 1,183 $ (218) 1,381
---------- ---------- ---------- ----------
Total 846 1,586 (218) 2,214
---------- ---------- ---------- ----------
Costs and expenses:
Selling, gen. and admin. 1,211 2,098 3,309
Prov. for credit losses 21 21
Interest expense 286 14 (218) 82
Depreciation and amort. 18 332 350
---------- ---------- ---------- ----------
Total 1,536 2,444 (218) 3,762
---------- ---------- ---------- ----------
Security gains and other 598 598
---------- ---------- ---------- ----------
Loss before taxes
and minority interest $ (690) $ (260) $ -- $ (950)
========== ========== ========== ==========
Net income for the nine months ended January 31, 1999 increased $14.4 million
compared to the same period in the prior fiscal year. The increase was the
result of (i) recognizing a gain of $19.0 million on the sale of certain
securities (principally Inktomi common stock), (ii) including the results of
operations of Car-Mart, Paaco and Precision in the current period, and (iii)
Concorde reporting pretax earnings in the current period ($15,374) compared to a
pretax loss ($690,496) in the prior period.
Revenues from sales and rental income pertain to the businesses of Car-Mart,
Paaco and Precision. Interest income for the nine months ended January 31, 1999
increased $7.1 million compared to the same period in the prior fiscal year. The
increase resulted principally from (i) interest earned on Car-Mart's and Paaco's
finance receivable portfolios ($6.5 million), and (ii) greater interest earned
on Concorde's mortgage loans ($.8 million) as a result of an increase in the
average amount of mortgage loans held for sale.
Cost of sales pertains to the operations of Car-Mart, Paaco and Precision.
Provision for credit losses pertains principally to Car-Mart's and Paaco's
operations. Selling, general and administrative expenses for the nine months
ended January 31, 1999 increased $15.2 million compared to the same period in
the prior fiscal year. The increase resulted principally from (i) expenses
relating to Car-Mart, Paaco and Precision ($12.7 million), (ii) the development
of Concorde's mortgage based lending business ($2.1 million), and (iii) Crown's
abandonment of certain business ventures which it had been pursuing ($.5
million), offset partially by a decrease in costs associated with defending and
settling certain lawsuits ($.5 million). Interest expense for the nine months
ended January 31, 1999 increased $4.4 million compared to the
18
19
same period in the prior fiscal year. The increase resulted from interest
associated with the debt of Car-Mart, Paaco, Precision and Concorde.
Depreciation and amortization expense for the nine months ended January 31, 1999
increased $1.2 million compared to the same period in the prior fiscal year. The
increase resulted principally from (i) amortizing goodwill that was created in
the acquisitions of Paaco and Precision ($.5 million), (ii) depreciating the
assets of Car-Mart, Paaco and Precision ($.6 million), and (iii) greater
depreciation at Concorde ($.1 million).
The provision for income taxes for the nine months ended January 31, 1999
was $7,299,292 on pretax income of $21,766,981. This equates to an effective tax
rate of 34.7% after removing from pretax income the equity in earnings of CMN
($754,445), which earnings are presented on an after tax basis. The benefit for
income taxes for the nine months ended January 31, 1998 was $603,348 on a pretax
loss of $949,875. This equates to an effective tax rate of 40.7% after removing
from the pretax loss the equity in earnings of CMN ($532,888), which earnings
are presented on an after tax basis. Minority interests for the nine months
ended January 31, 1999 ($372,448) pertain to the portion of Paaco (35%) not
owned by the Company during the period.
LIQUIDITY AND CAPITAL RESOURCES
For the nine months ended January 31, 1999 net cash provided by operating
activities amounted to $11.0 million. The principal sources of cash resulted
from the sale of mortgage loans and net income generated by the Company. The
excess of mortgage loans sold and principal repayments over mortgage loans
originated or acquired was $5.6 million. Net cash used by investing activities
of $48.8 million included (i) a $33.4 million use of cash in the acquisition of
Car-Mart, (ii) a $25.8 million use of cash in finance receivable originations in
excess of finance receivable collections, (iii) a $12.2 million use of cash in
the purchase of assets (rental and other equipment and the construction of
lodging facilities), and (iv) a $21.1 million source of cash from the sale of
securities (principally Inktomi common stock). Net cash provided by financing
activities of $35.1 million principally relates to (i) $30.6 million of cash
provided by the asset based revolving credit facilities of Car-Mart, Paaco and
Precision, and (ii) $5.6 million of proceeds from the issuance of other debt
(Home Stay construction loan and financing of Paaco and Precision real estate).
As of January 31, 1999 the Company's sources of liquidity included
approximately (i) $3.7 million of cash on hand, of which $3.2 million was held
by Crown, (ii) $8.7 million of marketable equity securities held by Crown, (iii)
$44.6 million remaining to be drawn on the credit facilities of Car-Mart, Paaco,
Concorde, Precision and Home Stay, although the majority of such additional
draws may only be made in connection with a corresponding increase in the
related collateral asset (i.e., finance receivables, mortgage loans held for
sale, intermediate bulk containers and lodging facilities), and (iv) the
potential issuance of additional debt and/or equity, although the Company has no
specific commitments or arrangements to issue such additional debt and/or
equity. The loan agreements which govern the credit facilities of Crown's
subsidiaries limit dividends and other distributions from such subsidiaries to
Crown.
The Company is focusing on the development and expansion of its existing
businesses and the potential acquisition or development of other unrelated
businesses. Car-Mart's, Paaco's, Precision's, Concorde's, and Home Stay's credit
facilities can support the majority of their expected growth over the next
twelve months. As of January 31, 1999 the Company had an outstanding commitment
of approximately $1.5 million pertaining to an investment in a private venture
capital fund which focuses on high technology businesses, such as Internet
related concerns. The Company plans to fund this commitment from cash and liquid
securities on hand.
In March 1996 the Company's Board of Directors approved a program, as
amended, to repurchase up to 3,000,000 shares of the Company's common stock from
time to time in the open market. As of January 31, 1999 the Company had
repurchased 2,736,927 shares pursuant to this program. The timing and amount of
future share repurchases, if any, will depend on various factors including
market conditions, available alternative investments and the Company's financial
position.
DATA PROCESSING AND YEAR 2000
Each of Crown and its subsidiaries operate their data processing systems
independently. Almost all of the software utilized by the Company is licensed
from third parties. Most of the Company's hardware, software and networking
systems are year 2000 compliant, however, a more complete description on a
company by company basis is as follows:
PAACO - Paaco utilizes two primary software packages (operating and
accounting), and several secondary software packages (word
processing, spreadsheet and database) in the operation of its
business. Each of its operating, accounting and secondary software
applications are year 2000 compliant. Paaco utilizes two local area
networking systems, both of which are year 2000 compliant. All of
Paaco's data processing hardware is year 2000 compliant.
CONCORDE - Concorde utilizes three primary software packages
(front-end origination and processing, mortgage servicing and
accounting), and approximately nine secondary software packages
(document generation, scanning, telephone management, E-mail,
database, fax, credit bureau, word processing and spreadsheet) in the
operation of its business. All of its software applications are year
2000 compliant. In addition, Concorde's local area networking
software and all of its data processing hardware are year 2000
compliant.
19
20
PRECISION - Precision utilizes two primary software packages (tank
tracking and accounting), and approximately five secondary software
packages (word processing, database, spreadsheet, desktop publishing
and lock box communication) in the operation of its business.
Precision's accounting software and most of its secondary software
applications are year 2000 compliant. Precision's tank tracking,
database and lock box communication software are not presently year
2000 compliant. Precision has purchased new tank tracking and
database software that is year 2000 compliant and is in the process
of transferring the data files to such new software. The bank which
designed Precision's lock box communication software is in the
process of making such software year 2000 compliant. All of
Precision's data processing equipment, which consists principally of
personal computers, is year 2000 compliant. Precision expects all of
its software applications to be year 2000 compliant by July 1999.
CMN - CMN utilizes one primary software package (accounting), and a
few secondary software packages (word processing and spreadsheet) in
the operation of its business. All of CMN's software applications are
year 2000 compliant. CMN's data processing equipment, which consists
principally of personal computers, is year 2000 compliant.
CROWN - Crown utilizes one primary software package (accounting), and
approximately three secondary software packages (word processing,
spreadsheet and desktop publishing) in the operation of its business.
All of its software applications are year 2000 compliant. In
addition, Crown's local area networking software and all of its data
processing hardware is year 2000 compliant
CAR-MART - Car-Mart utilizes two primary software packages (operating
and accounting), and several secondary software packages (word
processing, spreadsheet, database and communication) in the operation
of its business. The present version of the operating software
utilized by Car-Mart is not year 2000 compliant, but a more recent
version is available that is year 2000 compliant. The accounting
software utilized by Car-Mart is not year 2000 compliant, however,
Car-Mart recently purchased new accounting software that is year 2000
compliant and it plans to install such new software by May 1999. All
of Car-Mart's secondary software packages are year 2000 compliant.
The majority of Car-Mart's data processing hardware is year 2000
compliant, and the portion that is not will be updated or replaced by
July 1999.
Each of Crown and its subsidiaries rely to varying degrees on third parties
in the operation of their businesses. Such third parties include banking
institutions, telecommunications companies, utilities, manufacturers and parts
suppliers. The Company has made inquiries of some, but not all, of these third
parties as to their year 2000 compliance. The Company believes to the extent a
particular third party vendor does not become year 2000 compliant, and such lack
of compliance is expected to have a material impact on such vendor's ability to
effectively provide goods or services, the Company could replace such vendor to
obtain the goods or services it needs. The Company plans to monitor its more
material third party relationships and take appropriate action as necessary.
The Company has not incurred any appreciable costs in its process of becoming
year 2000 compliant, nor does it expect to do so in the future. The Company does
not presently have a contingency plan with respect to its year 2000 compliance
as it expects to be fully compliant by July of 1999.
SEASONALITY
The Company's automobile sales operation is seasonal in nature. In the
automobile business, the Company's third fiscal quarter (November through
January) is historically the slowest period of time for car and truck sales.
Many of the Company's operating expenses such as administrative personnel, rent
and insurance are fixed and cannot easily be reduced during periods of decreased
sales. None of the Company's other businesses experience significant seasonal
fluctuations.
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PART II
ITEM 1. LEGAL PROCEEDINGS
In August 1998 an action was filed against the Company in the 8th Judicial
District Court of Clark County, Nevada by Resort Properties of America ("RPA").
In this action RPA alleges it had a verbal agreement with the Company pertaining
to the sale of the Company's Las Vegas land which was sold in September 1997.
RPA claims it is due a brokerage commission of $450,000 plus attorney's fees.
The Company has denied the material allegations of the claim and intends to
vigorously contest any liability in the matter. While no assurance can be given
as to the ultimate outcome of this litigation, management believes that the
resolution of this matter will not have a material adverse effect on the
Company.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
In January 1999 in connection with the acquisition of Car-Mart, the Company
issued six promissory notes aggregating $7.5 million (the "Notes"). The Notes
bear interest at 8.5% per annum payable quarterly and mature in January 2005.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
4.7.1 First Amended and Restated Loan and Security Agreement
by and among Finova Capital Corporation, Paaco Automotive
Group, Inc. and Premium Auto Acceptance Corporation including
the Schedule to First Amended and Restated Loan and Security
Agreement and the Twelfth Amended and Restated Promissory
Note. (1)
27.1 Financial data schedule (1).
(b) Reports on Form 8-K:
During the fiscal quarter ended January 31, 1999 the Company
filed a report on Form 8-K dated January 28, 1999 (event date
January 15, 1999) respecting the acquisition of 100% of
Car-Mart.
-----------------------
(1) Filed herewith.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
CROWN GROUP, INC.
By: /s/ Mark D. Slusser
--------------------------------
Mark D. Slusser
Chief Financial Officer,
Vice President Finance and Secretary
(Principal Financial and Accounting
Officer)
Dated: March 16, 1999
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
4.7.1 First Amended and Restated Loan and Security Agreement by and
among Finova Capital Corporation, Paaco Automotive Group, Inc.
and Premium Auto Acceptance Corporation including the Schedule
to First Amended and Restated Loan and Security Agreement and
the Twelfth Amended and Restated Promissory Note. (1)
27.1 Financial data schedule (1).
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(1) Filed herewith.